Morley Medical Remote Monitoring Service Agreement

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING

THIS REMOTE MONITORING SERVICE AGREEMENT (this "Agreement") is entered into as of the date of your electronic signature below (the "Effective Date") by and between Morley Medical, Inc., a company organized under the laws of the State of Georgia with its principal place of business at 4500 Mansell Road, Alpharetta, GA 30022 ("Morley Medical," "Company," "we," "us," or "our"), and you, the individual who is enrolling in our services ("Customer," "you," or "your").

ARTICLE I: DEFINITIONS AND INTERPRETATION

1.1 Definitions.

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

(a) "AI Technology"

means Morley Medical's proprietary artificial intelligence and machine learning algorithms used to analyze monitoring data and generate predictive insights and alerts.

(b) "Monitoring Device(s)"

means the remote healthcare monitoring hardware device(s) purchased by you from Morley Medical, which may include cardiac monitors, glucose monitors, blood pressure monitors, pulse oximeters, activity trackers, or other health monitoring equipment.

(c) "Monitoring Data"

means all data collected by the Monitoring Device(s), including but not limited to vital signs, biometric information, activity data, and other health-related measurements.

(d) "Privacy Policy"

means Morley Medical's privacy policy available at /privacy-policy, as may be amended from time to time in accordance with its terms.

(e) "Services"

means the remote healthcare monitoring services provided by Morley Medical, including data collection, AI-powered analysis, alert generation, technical support, and customer service, but specifically excluding any medical advice, diagnosis, or treatment.

(f) "Service Tier"

means the level of monitoring services you have selected, which determines the scope of monitoring, frequency of data analysis, and level of support provided.

ARTICLE II: SCOPE OF SERVICES AND CRITICAL DISCLAIMERS

2.1 Services Provided.

Subject to the terms and conditions of this Agreement, Morley Medical agrees to provide you with access to the Services you have selected. The Services include: (a) AI-powered analysis of your Monitoring Data to identify patterns and potential health concerns; (b) generation of automated alerts based on AI analysis of your data; (c) secure storage and access to your Monitoring Data; (d) technical support for the operation and maintenance of your Monitoring Device(s); (e) customer service support for questions about the Services; and (f) access to a secure online portal or mobile application where you can view your Monitoring Data and generated insights.

2.2 What Morley Medical Is NOT.

You expressly acknowledge, understand, and agree that Morley Medical is a technology company providing monitoring tools and data analytics services. Morley Medical is NOT: (a) a healthcare provider, physician, medical practice, hospital, clinic, or any other type of medical service provider; (b) a covered entity under HIPAA; (c) licensed to practice medicine in any jurisdiction; (d) qualified to provide medical advice, medical diagnosis, or medical treatment of any kind; or (e) a substitute for professional medical care. Nothing in this Agreement or in the provision of Services shall be construed as creating a doctor-patient relationship, healthcare provider-patient relationship, or any fiduciary relationship between you and Morley Medical. Morley Medical's personnel, including any nurses or other licensed professionals engaged by Morley Medical, do not provide medical care to you and act solely in a technical and administrative capacity to support the Services; all medical monitoring, diagnosis, and treatment are the responsibility of your own healthcare providers.

2.3 Services We Do NOT Provide.

Morley Medical does NOT provide, and you expressly acknowledge that you will not receive from Morley Medical: (a) medical advice, medical opinions, or medical recommendations of any kind; (b) diagnosis of any medical condition, disease, or health concern; (c) treatment, prescription, or management of any medical condition; (d) ongoing clinical monitoring or medical management of your condition by Morley Medical or its personnel; (e) clinical interpretation of laboratory results or diagnostic tests; (f) emergency medical services or emergency response services; (g) medical clearance or medical approval for any activity; or (h) any guarantee, warranty, or assurance regarding health outcomes.

2.4 Healthcare Provider Relationship Required.

You acknowledge and agree that: (a) you are solely responsible for maintaining a relationship with one or more licensed healthcare providers who can provide you with appropriate medical care; (b) you will consult with your healthcare provider regarding any health concerns, symptoms, or changes in your condition; (c) you will share your Monitoring Data and any alerts generated by our Services with your healthcare provider as appropriate; (d) all medical decisions regarding your care, treatment, diagnosis, or health management must be made in consultation with your licensed healthcare provider, not based solely on information from our Services; and (e) our Services are intended to supplement, not replace, the professional medical care provided by your healthcare provider.

2.5 Emergency Services Disclaimer.

THE SERVICES ARE NOT INTENDED FOR USE IN MEDICAL EMERGENCIES AND SHOULD NOT BE RELIED UPON IN EMERGENCY SITUATIONS.

In the event of a medical emergency, including but not limited to chest pain, difficulty breathing, severe bleeding, loss of consciousness, stroke symptoms, or any other condition requiring immediate medical attention, you must immediately call 911 or your local emergency services number, or proceed to the nearest emergency room. DO NOT contact Morley Medical, wait for an alert from our Services, or delay seeking emergency care to check your Monitoring Data. Our Services are not monitored by medical professionals for the purpose of detecting or responding to medical emergencies in real time.

2.6 AI Technology Limitations.

You acknowledge and understand that: (a) our AI Technology provides probabilistic predictions and insights based on pattern recognition in your Monitoring Data, not medical diagnoses; (b) AI-generated alerts may include false positives (alerts when no actual health concern exists) and false negatives (failure to alert when a health concern does exist); (c) AI predictions are based on population-level data patterns and may not accurately predict outcomes for every individual; (d) the AI Technology is continuously learning and improving, and its accuracy may vary; (e) AI-generated insights should always be reviewed and interpreted by your healthcare provider before making any medical decisions; and (f) you should never rely solely on AI-generated information to make health decisions without consulting your healthcare provider.

ARTICLE III: DEVICE PURCHASE AND SERVICE TIERS

3.1 Device Purchase.

You agree to purchase one or more Monitoring Device(s) from Morley Medical at the price specified during the enrollment process. Upon payment in full, you will own the Monitoring Device(s), and ownership will transfer to you upon delivery. The purchase price for the Monitoring Device(s) is non-refundable except as provided in Section 3.2 below. The Monitoring Device(s) are warranted separately under the manufacturer's warranty, the terms of which will be provided to you with your device or are available upon request. You should carefully review all instructions, warnings, and other information included with the device packaging and follow them when using the device.

3.2 Return Policy.

You may return unopened and unused Monitoring Device(s) within 30 days of delivery for a full refund of the device purchase price, less any shipping and handling charges. Opened or used Monitoring Device(s) may be returned within 30 days of delivery if the device is defective, in which case you will receive a replacement device or full refund at our discretion. To initiate a return, you must contact customer support through the contact options provided in this application within the applicable return period. All returns must include the original packaging and all accessories. You are responsible for return shipping costs unless the device is defective.

3.3 Service Tiers and Pricing.

Morley Medical may from time to time offer multiple Service Tiers to accommodate different monitoring needs. The specific Service Tier, if any, that you have selected is indicated on your enrollment form and confirmation email.

3.4 Price Changes.

Morley Medical reserves the right to change the pricing for Service Tiers upon thirty (30) days' advance written notice to you via email to the email address associated with your account. Price increases will not apply to any prepaid subscription period you have already paid for. If you do not agree to a price increase, you may cancel your subscription before the new pricing takes effect by providing written notice as set forth in Section 10.2, and you will not be charged the increased price. Your continued use of the Services after the effective date of a price change constitutes your acceptance of the new pricing.

3.5 Payment Terms.

You agree to pay all fees associated with your selected Service Tier on the schedule specified during enrollment (monthly, quarterly, or annually). Payments will be charged automatically to the payment method you provided during enrollment. You authorize Morley Medical to charge your payment method for all applicable fees, including subscription fees, any applicable taxes, and any other charges you may incur in connection with your use of the Services. If any payment is not successfully processed, we will attempt to notify you and may suspend your access to the Services until payment is received. You are responsible for providing current, complete, and accurate payment information and for promptly updating your payment information if it changes.

3.6 Taxes.

All fees are exclusive of applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase of Monitoring Device(s) and subscription to Services, except for taxes based on Morley Medical's net income. If we are required to collect or pay Taxes, the Taxes will be charged to your payment method or you will be invoiced for such amounts.

ARTICLE IV: YOUR OBLIGATIONS AND RESPONSIBILITIES

4.1 Intake Form Accuracy.

You agree to complete the intake form provided during enrollment fully, accurately, and truthfully. The intake form requests information about your medical history, current health conditions, medications, allergies, healthcare providers, emergency contacts, and other health-related information. You acknowledge that: (a) the accuracy of our Services and the relevance of AI-generated insights depend in part on the accuracy and completeness of the information you provide; (b) providing false, incomplete, or misleading information may result in inaccurate alerts or insights; (c) you have a continuing obligation to update your information if your health status, medications, healthcare providers, or contact information changes, to the extent such updates can be made through your account portal or by contacting customer support.

4.2 Device Usage and Maintenance.

You agree to: (a) use the Monitoring Device(s) in accordance with the instructions provided in the user manual and any supplemental instructions provided by Morley Medical; (b) follow all safety warnings and precautions associated with the Monitoring Device(s); (c) maintain the Monitoring Device(s) in good working condition, including keeping the device clean, charged, and properly stored; (d) ensure that the Monitoring Device(s) remain connected to the required network or application to transmit Monitoring Data; (e) promptly notify Morley Medical if the Monitoring Device(s) malfunction, produce inconsistent readings, or cease functioning properly; (f) not tamper with, modify, disassemble, or reverse engineer the Monitoring Device(s); (g) not use the Monitoring Device(s) for any purpose other than personal health monitoring; and (h) not share, lend, or allow any other person to use your Monitoring Device(s) for monitoring their health.

4.3 Monitoring Data Review.

While our Services include AI-powered analysis of your Monitoring Data, you acknowledge and agree that: (a) you are responsible for regularly reviewing your Monitoring Data and any alerts or insights generated by our Services; (b) you should promptly consult with your healthcare provider if you observe concerning trends in your data or receive alerts from our Services; (c) you should not ignore alerts or assume that the absence of alerts means you have no health concerns; and (d) you remain responsible for monitoring your own health and seeking appropriate medical care regardless of what your Monitoring Data shows.

4.4 Healthcare Provider Relationship.

You agree to: (a) maintain an ongoing relationship with one or more licensed healthcare providers who are qualified to provide you with medical care; (b) regularly consult with your healthcare provider regarding your health status and any changes in your condition; (c) follow the medical advice and treatment plans provided by your healthcare provider; (d) share relevant Monitoring Data and alerts with your healthcare provider to facilitate informed medical decision-making; (e) not use our Services as a substitute for regular medical appointments, diagnostic testing, or other medical care recommended by your healthcare provider; and (f) notify your healthcare provider that you are using remote monitoring services and discuss how best to integrate the Monitoring Data into your overall care plan.

4.5 Seeking Medical Care.

You acknowledge and agree that you are solely responsible for making all decisions regarding when to seek medical care. You agree that: (a) you will seek immediate medical attention by calling 911 or proceeding to the nearest emergency room if you experience symptoms that may indicate a medical emergency; (b) you will contact your healthcare provider promptly for non-emergency health concerns, new symptoms, or worsening of existing conditions; (c) you will not delay seeking necessary medical care based on your Monitoring Data or the absence of alerts from our Services; and (d) you understand that our Services are not a substitute for professional medical evaluation and care.

4.6 Account Security.

You are responsible for maintaining the confidentiality of your account username, password, and any other credentials used to access the Services. You agree to: (a) choose a strong, unique password for your account; (b) not share your login credentials with any other person; (c) notify Morley Medical immediately if you suspect that your account has been accessed without your authorization; and (d) accept responsibility for all activities that occur under your account, whether or not you authorized such activities.

4.7 Prohibited Uses.

You agree not to: (a) use the Services for any unlawful purpose or in violation of any applicable laws or regulations; (b) attempt to gain unauthorized access to any portion of the Services, other users' accounts, or Morley Medical's systems or networks; (c) interfere with or disrupt the operation of the Services or servers or networks connected to the Services; (d) use any automated system, including robots, spiders, or scrapers, to access the Services; (e) transmit any viruses, malware, or other malicious code through the Services; (f) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (g) use the Services to violate the rights of others, including privacy rights, intellectual property rights, or contractual rights; or (h) attempt to reverse engineer, decompile, or disassemble any software or technology used to provide the Services.

4.8 Age Restrictions.

The Services and Monitoring Device(s) are intended only for individuals eighteen (18) years of age or older. You represent and warrant that you are at least eighteen (18) years old. We do not knowingly permit individuals under 18 to enroll in or use the Services. If we discover that an individual under 18 has enrolled, we may immediately terminate this Agreement and cease providing Services.

ARTICLE V: DATA, PRIVACY, AND INFORMATION SHARING

5.1 Data Collection and Use.

In connection with providing the Services, Morley Medical will collect, store, process, and analyze various types of information about you and your health, including personal information, health information, Monitoring Data, biometric information, and technical usage information. The specific categories of information we collect, how we use that information, how we share that information, and your rights regarding your information are set forth in detail in our Privacy Policy.

5.2 Privacy Policy Incorporation.

You acknowledge that you have read, understand, and agree to be bound by Morley Medical's Privacy Policy, which is available at /privacy-policy and is hereby incorporated into this Agreement by reference as if fully set forth herein. The Privacy Policy describes our practices concerning the collection, use, disclosure, retention, and protection of your information in compliance with applicable privacy laws, including the California Consumer Privacy Act (CCPA), state biometric privacy laws, and other applicable data protection regulations. You acknowledge that your use of the Services and our collection and use of your information is subject to the Privacy Policy.

5.3 Consent to Data Collection.

By entering into this Agreement and using the Services, you expressly consent to: (a) the collection of personal information, health information, Monitoring Data, and biometric information as described in the Privacy Policy; (b) the processing and analysis of your information using AI Technology and machine learning algorithms; (c) the storage of your information on secure, cloud-based servers located in the United States; (d) the use of your de-identified information for research, quality improvement, and AI algorithm training purposes; and (e) the sharing of your information with service providers who assist us in providing the Services, subject to appropriate data protection agreements.

5.4 Special Consent for Biometric Information (Illinois and Texas Residents).

If you are a resident of Illinois, Texas, or another state with specific biometric privacy laws, you acknowledge that Morley Medical will collect biometric information through your Monitoring Device(s), which may include physiological patterns such as cardiac rhythms, respiratory patterns, and other unique biological measurements. You specifically acknowledge and consent to the following: (a) Morley Medical will collect, capture, or otherwise obtain your biometric information through the Monitoring Device(s); (b) the specific purpose for collecting your biometric information is to provide you with remote healthcare monitoring services and AI-powered health insights as described in this Agreement; (c) your biometric information will be retained for up to three (3) years from your last interaction with our Services or until the purpose for collection is satisfied, whichever occurs first; (d) your biometric information will be permanently destroyed when no longer needed, in accordance with the retention schedule in our Privacy Policy; (e) Morley Medical will never sell, lease, trade, or otherwise profit from your biometric information; (f) Morley Medical will protect your biometric information using security measures that are the same as or more protective than those used for other confidential information; and (g) Morley Medical will not disclose your biometric information to third parties without your consent, except as required by law or as necessary to provide the Services to you.

5.5 Healthcare Provider Data Sharing.

You may authorize Morley Medical to share your Monitoring Data, alerts, AI-generated insights, and related health information with your designated healthcare provider(s). Such authorization must be provided through your account settings (if available) or by submitting a written authorization form. You acknowledge that: (a) you control which healthcare providers may access your information and what information they may access; (b) you may revoke authorization for any healthcare provider at any time through your account settings (if available) or by providing written notice to us, and such revocation will take effect immediately except for information already shared; (c) once your information is shared with a healthcare provider, that provider's use of your information is governed by their privacy practices and applicable healthcare privacy laws, not by this Agreement or our Privacy Policy; and (d) Morley Medical is not responsible for how healthcare providers use, store, or protect your information after it has been shared with them pursuant to your authorization.

5.6 Data Security.

Morley Medical implements commercially reasonable technical, physical, and administrative security measures designed and periodically updated to protect your information. These measures currently include, among other things: (a) encryption of data in transit using Transport Layer Security (TLS) protocol and encryption of data at rest using Advanced Encryption Standard (AES) 256-bit encryption; (b) secure, HIPAA-compliant cloud hosting infrastructure with redundant backups; (c) role-based access controls limiting employee access to information on a need-to-know basis; (d) multi-factor authentication for employee access to systems containing your information; (e) regular security assessments, vulnerability testing, and penetration testing; (f) employee training on data security and privacy practices; (g) incident response procedures to address potential data breaches; and (h) business associate agreements with all third-party service providers who may access your information. However, you acknowledge that no method of electronic transmission or storage is completely secure, and Morley Medical cannot guarantee absolute security of your information against all possible security threats, including sophisticated cyber attacks, insider threats, or technical failures beyond our control.

5.7 Data Retention.

Morley Medical will retain your information in accordance with the data retention schedule set forth in the Privacy Policy. Generally, your account information and Monitoring Data will be retained for seven (7) years from the date of collection or from the date of your last interaction with our Services, whichever is later, in order to comply with applicable medical records retention requirements and to support longitudinal health analysis. Biometric information will be retained for a shorter period as described in Section 5.4 and the Privacy Policy. You may request deletion of your information at any time, subject to our legal and regulatory obligations to retain certain information for specified periods. We will evaluate and process deletion requests in good faith and will delete or de-identify your information where required by applicable law and feasible in light of our technical systems and legal obligations.

5.8 Your Data Rights.

You have certain rights regarding your information, which are described in detail in the Privacy Policy and may vary based on your state of residence. These rights generally include: (a) the right to access your information and receive a copy of your Monitoring Data; (b) the right to correct inaccurate or incomplete information, which we will implement in our active systems where technically feasible and legally permitted; (c) the right to request deletion of your information, subject to legal retention requirements and technical limitations as described in Section 5.7; (d) the right to restrict or object to certain processing of your information; (e) the right to data portability (receiving your information in a machine-readable format); and (f) the right to opt out of the sale of your information (note that Morley Medical does not sell personal information). To exercise any of these rights, please contact us using the contact information provided in the Privacy Policy and Section 14 of this Agreement.

ARTICLE VI: ALERTS, NOTIFICATIONS, AND COMMUNICATIONS

6.1 Nature of Alerts.

As part of the Services, our AI Technology may generate automated alerts or notifications based on analysis of your Monitoring Data. These alerts are intended to notify you of patterns in your data that may warrant attention or discussion with your healthcare provider. You expressly acknowledge and agree that: (a) alerts are not medical diagnoses and do not constitute medical advice; (b) alerts are generated by automated systems based on algorithms and may not accurately reflect your actual health status; (c) alerts may be false positives, indicating a concern where none exists; (d) the absence of alerts does not mean you have no health concerns or that your health is satisfactory; (e) alerts are not a substitute for professional medical evaluation; (f) you should consult with your healthcare provider regarding any alerts you receive; and (g) you should not make medical decisions based solely on alerts without consulting your healthcare provider.

6.2 Alert Delivery.

Alerts may be delivered to you through one or more of the following methods, based on your notification preferences: (a) push notifications to the mobile application on your smartphone or tablet; (b) email to the email address associated with your account; (c) text message (SMS) to the phone number you have provided; or (d) notifications within the secure web portal when you log into your account. You acknowledge that: (a) alert delivery depends on your device connectivity, email service, cellular service, and other factors outside Morley Medical's control; (b) alerts may be delayed or may not be delivered if you have disabled notifications, if your device is offline, or if there are technical issues; (c) you are responsible for ensuring that your contact information is current and that your devices are configured to receive alerts; and (d) Morley Medical is not liable for any consequences resulting from delayed or undelivered alerts.

6.3 Alert Limitations.

You understand and agree that: (a) our AI Technology may not detect all health concerns or adverse events, even those that are detectable through the type of monitoring being performed; (b) some health conditions may develop rapidly or may not produce detectable patterns in Monitoring Data until they are already advanced; (c) the accuracy of alerts depends on many factors, including the quality of Monitoring Data, the accuracy of the information you provided, individual physiological variations, and the inherent limitations of predictive algorithms; (d) you should not rely on alerts as the sole means of detecting health problems; and (e) you remain responsible for monitoring your own symptoms and seeking medical care when needed, regardless of whether you receive an alert.

6.4 Service Communications.

You agree to receive communications from Morley Medical regarding: (a) your account, including account creation, password resets, and account security notifications; (b) the Services, including system updates, maintenance notifications, and changes to features; (c) billing and payment, including payment confirmations, failed payments, and subscription renewals; (d) health and safety information, including device recalls, safety alerts, or significant updates to our AI Technology; and (e) legal notices, including changes to this Agreement or the Privacy Policy. These communications are necessary for the provision of Services and are not marketing communications. You cannot opt out of receiving these essential service communications while maintaining an active account.

6.5 Marketing Communications.

With your separate opt-in consent, Morley Medical may send you marketing communications about: (a) new features, services, or products that may be of interest to you; (b) service upgrades or premium Service Tiers; (c) educational health and wellness content; and (d) promotions, special offers, or surveys. You may opt out of marketing communications at any time by: (a) clicking the "unsubscribe" link in marketing emails; (b) adjusting your communication preferences in your account settings; (c) replying "STOP" to marketing text messages; or (d) contacting customer support. Opting out of marketing communications will not affect your receipt of essential service communications.