July 5, 2023

DO NOT USE PEARLINE’S SERVICES OR THE APPLICATION IF YOU ARE EXPERIENCING A DENTAL EMERGENCY OR ANY OTHER SYMPTOMS THAT REQUIRE IMMEDIATE ATTENTION. CALL YOUR GENERAL DENTIST OR DIAL 911.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION IN SECTION 18.

Kalmanovich Dental Corp (the “Practice”) is a California professional corporation that employs and/or contracts with dentists and registered dental hygienists (“Health Care Professionals”) to provide dental services to adults. The Practice has entered into a contract with Kalmanovich Dental Corp, a technology company that (i) provides technological and administrative support for the Practice, and (ii) owns and operates the Pearline website including the Pearline web application software (the “Application”) called “Pearline Health™” (collectively, the “Platform”), and (iii) owns and operates anything associated with the Platform including its content (“Content”). The Practice and Kalmanovich Dental Corp are sometimes collectively referred to herein as “Pearline”, “we”, or “us”.

The Practice provides routine dental hygiene services and limited dental exams in person and via teledentistry. Pursuant to its contract with the Practice, Kalmanovich Dental Corp licenses the Application to the Practice. Kalmanovich Dental Corp does not provide any health care or dental services, nor does it refer or recommend any health care providers or personnel.

By using the Application, and by requesting and/or receiving services through the Application (collectively the “Services”), you agree to be bound by the terms of service set out below (the “Agreement”). If you do not agree to all of the terms of this Agreement, do not use the Application or our Services. Pearline may revise and update this Agreement at any time. We may modify this Agreement from time to time and your continued use of the Application or our Services will mean you accept the revised Agreements. All changes will be posted and the effective date will be noted at the top of this Agreement. Therefore, you should review it periodically so that you are up to date on our most current Agreement.

1. Pearline’s Services

The Application is a technology platform that makes it easy to initiate and transmit a request for limited dental services at its studios and via telehealth. The provision of the requested dental services is called an “Appointment” in this Agreement.

Pearline’s in-office services are strictly limited to teeth cleanings and limited exams for adult patients. All in-office services are provided by a registered dental hygienist, under the remote supervision of a licensed dentist.

NO DENTIST WILL BE ONSITE DURING YOUR APPOINTMENT. PEARLINE DOES NOT PROVIDE GENERAL OR COMPREHENSIVE DENTAL SERVICES AND IS NOT YOUR GENERAL DENTIST. Pearline’s Services do not replace the need for you to see your general dentist annually for comprehensive exams and evaluation for x-rays.

2. Your Privacy and Your Obligation to Provide Accurate Information

In order to obtain our Services you must provide Pearline with certain personal and medical information and register for an account.

Your privacy is a top priority for Pearline. A complete statement of our current privacy policy (“Privacy Policy”) can be found here. Our Privacy Policy is expressly incorporated into this Agreement by reference.

It is imperative that you provide accurate and truthful information during the registration process. By submitting the registration information requested, you represent and warrant to us that all of the personal information you provide to Pearline, both during the registration process or anytime thereafter, is true and correct to the best of your knowledge. We reserve the right to refuse your registration or to cancel your use of the Application and/or the Services if we determine that you have not provided complete and accurate information including with regard to your identity or your health history.

You also agree that you will not choose or use a username that: (i) belongs to another person or is used with the intent of impersonating another person; or (ii) is subject to any rights of a person other than you without appropriate authorization. You may never use another person’s sign-in details to access the Application and/or Services.

3. Billing for Services

Pearline is responsible for billing patients and patients’ dental insurance plans for the Services. Information regarding how Pearline submits claims for reimbursement and your expected financial responsibility is summarized below. Pearline makes no guarantee that its Services will be covered by your dental insurance plan. In addition, not all dental insurance plans are contracted with Pearline. Ultimately, it is your responsibility to determine how your dental insurance benefits apply to the Services.

If you submit your dental insurance plan information using the Application, Pearline will process your claim and seek to collect from your plan that portion of Pearline’s fee for which your plan is responsible. You will still be financially responsible for any applicable copayments, co-insurance or deductibles, or for any services that are not covered by your plan and your credit card will be charged accordingly.

If your dental insurance plan does not cover all or part of the Services or you are uninsured, then you will be financially responsible for the full payment of the standard rate of the Services and your credit card will be charged accordingly using a third party payment processing provider.

4. Eligibility

You must be 18 years of age or older to use the Application and the Services.

5. Our Health Care Professionals

Health Care Professionals are not employees of Kalmanovich Dental Corp. Employees of Kalmanovich Dental Corp.never provide health care services or advice and do not take part in your treatment.

You understand and agree that Kalmanovich Dental Corp.is not liable for any actions or inactions of any Health Care Professionals. Kalmanovich Dental Corp.is not liable for any professional advice from a Health Care Professional that is provided to you in-person, via telehealth, or through any other means of communication, even if the communication is facilitated by Kalmanovich Dental Corp..

Consult with your current licensed health care provider as necessary and before seeking any new treatment or before you alter, suspend or initiate any change in your dental treatment plan. Do not disregard advice issued to you by your general dentist. Even if you obtain the Services from Pearline, you remain responsible for seeing your general dentist annually for a comprehensive examination and evaluation for x-rays. You are also responsible for monitoring and responding to certain messages, including emails, that relate to your diagnosis and/or treatment and you agree that you will not hold Pearline liable for any loss, injury or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from Pearline and/or a Health Care Professional.

You will be required to review and accept a separate agreement with the Practice (the “Patient Agreement”). The Patient Agreement may include, but is not limited to, information regarding the dental services, payment requirements, assignment of benefits, indemnification, and information security, including the handling of your Protected Health Information. The Practice, and all of its Health Care Professionals, are entirely independent of Kalmanovich Dental Corp.. Kalmanovich Dental Corp.is not responsible for any issues you may have with respect to your Health Care Professional’s professionalism, timeliness, health care treatment, diagnosis or advice, information provided, or any other actions or omissions arising from, or incident to, any services provided by the Practice or the Health Care Professionals.

6. Important Health Care Notices and Disclaimers

BY USING THE APPLICATION OR OUR SERVICES YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT KALMANOVICH DENTAL CORP.IS NOT A MEDICAL OR DENTAL PROVIDER OR ORGANIZATION. YOU FURTHER UNDERSTAND AND AGREE THAT GET KALMANOVICH DENTAL CORP IS NOT STAFFED BY MEDICALLY TRAINED PERSONNEL, AND IS NOT RESPONSIBLE FOR VETTING, RECOMMENDING OR REFERRING ANY PARTICULAR HEALTH CARE PROVIDER, HEALTH CARE PROFESSIONAL, OR HEALTH CARE SERVICES. PLEASE NOTE THAT KALMANOVICH DENTAL CORP’S EMPLOYEES CANNOT PROVIDE YOU WITH MEDICAL OR DENTAL ADVICE AND NOTHING THAT YOU MAY READ IN OR THROUGH THE USE OF THE APPLICATION OR OUR SERVICES SHOULD BE CONSTRUED AS MEDICAL ADVICE. ALTHOUGH KALMANOVICH DENTAL CORP AND ITS INDEPENDENT CONTRACTORS AND EMPLOYEES MAKE AN EFFORT TO PROVIDE QUALITY INFORMATION TO YOU, KALMANOVICH DENTAL CORP EXPRESSLY DISCLAIMS ANY IMPLIED GUARANTEE OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELEVANCE OF ANY INFORMATION PROVIDED THROUGH THE APPLICATION, OR THE SERVICES OF HEALTH CARE PROFESSIONALS YOU ARRANGE TO SEE THROUGH THE APPLICATION.

7. Consent to Telehealth

Telehealth involves the delivery of healthcare services using electronic communications, information technology or other means between parties who are not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. In order to use certain aspects of the Service, you will be required to review and agree to a Patient Agreement and Consent.

8. Additional Services and Terms

Some of the Services we offer may be subject to additional terms and conditions. Your use of such Services is subject to those additional terms and conditions, which will be provided to you before the affected Services are provided. Any such additional terms and conditions are incorporated into this Agreement by reference.

9.Credit Card Billing and Additional Purchases

There is currently no charge to use the Application or to register for an account. However, in the future there may be new charges for certain Services.

Through the Services, you may also be able to purchase certain merchandise or additional features or other services designed to enhance your experience with Pearline. These purchases, along with the Services, require you to provide credit card or other transaction data to us or to third party providers. We only collect those details for the sole purpose of fulfilling an order for products or services that you request. We may retain your credit card details in an encrypted file, however.

10. Cancellations

If you choose to cancel your registration, all you have to do is email hello@pearlinehealth.com to let us know. Kalmanovich Dental Corp reserves the right, at its sole discretion, to reject users of its Services and the Application, to the extent permitted by law.

11. Account Security

You are responsible for maintaining the confidentiality of your username and password that you designate during the registration process and you are fully responsible for all activities that occur under your username and password. You will immediately notify us of any unauthorized use of your username or password or any other known or suspected breach of security. We will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer or using unencrypted email to discuss private matters with a Pearline representative or any Health Care Professional, so that others are not able to view, record or intercept your password or other personal information. You have been informed of the risks of transmitting your personal information by an unsecured means.

Once it is received, your personal information is kept secure by us in accordance with applicable law.

12. License and Limitations on Use

We grant to you a limited, personal, non-exclusive and non-transferable right and license to use the Application. Unless otherwise specified in writing, the Application is for your personal and non-commercial use. The Application, including, without limitation, the content, metadata, design, organization, compilation, look and feel, treatment plans, the source, object and HTML code and all other protectable intellectual property available through the Services and/or comprising the Application (the “Proprietary Materials”) are the property of Kalmanovich Dental Corp or the property of our licensors and are protected by copyright and other intellectual property laws. All rights regarding the Proprietary Materials not expressly granted in this Agreement are reserved by Kalmanovich Dental Corp.. Unless you have our written consent, you may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from the Application to weblogs, news groups, mail lists or electronic bulletin boards, without our written consent.

• Will be for lawful purposes only and never for sending or storing unlawful material or use for fraudulent purposes;
• Will not cause nuisance, annoyance, disruption, or inconvenience to any Pearline representatives or Health Care Professionals;
• Will not impair the proper operation of the network;
• Will only be through access points or wireless data account (AP) which you are authorized to use; and
• May incur standard messaging charges by your wireless provider.

13. Notice for Claims of Copyright Violations

If you believe that your work has been copied and posted on our website in a way that constitutes copyright infringement, you should provide our Copyright Agent with a written notice that sets forth the infringement details. To be effective, the notice must contain the following information:

• a description of the copyrighted work that you believe has been infringed;
• a description of the material that you claim is infringing the copyrighted work and a detailed description of where it is located on the Application; your address, telephone number, and email address;
• a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

Please send the written communication to our Copyright Agent by email at hello@pearlinehealth.com with the subject line “Copyright Concern”.

We reserve the right, in appropriate circumstances and at our discretion, to terminate the privileges of any account holder who repeatedly infringes the copyrights or other intellectual property rights of others.

14. User Conduct

We reserve the right to terminate your account if you misuse the Application, our Services or our website, or if you violate this Agreement including, without limitation, the following rules of conduct:

You may not:

• Upload, post, or transmit to Pearline or any Health Care Professionals by any means, or otherwise make available any content or materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
• Impersonate any person or entity, including another user of our Services, a Health Care Professional, or an employee of Pearline, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted;
• Upload, post, email, or otherwise transmit through the Application by any means, content, materials, or comments that could be characterized as “medical advice”;
• Attempt to interfere with or disrupt our servers or networks;
• Intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;
• Stalk or otherwise harass another user of our Services or any of our employees, or any Health Care Professionals;
• Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users, including usernames or passwords; or access or attempt to access another user’s account without his or her consent.

15. Disclaimers and Limitation of Liability

THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICES IS VOLUNTARY AND AT YOUR SOLE RISK. PEARLINE TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSE WITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICES OR THE PLATFORM (INCLUDING ANY CONSULTATIONS OR OTHER SERVICES YOU MAY RECEIVE). PEARLINE DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. PEARLINE DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, OR ANY ADVERSE INCIDENT.

IN NO EVENT SHALL PEARLINE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY OR WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST OR CORRUPTED DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES OR ANY SERVICES PERFORMED BY THE HEALTH CARE PROFESSIONALS (INCLUDING CLAIMS OF MALPRACTICE), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PEARLINE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PEARLINE SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

PEARLINE SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE, MISUSE OR INABILITY TO USE THE PLATFORM, THE CONTENT OR THE SERVICE. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM, SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, SERVICE OR CONTENT IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM, SERVICE OR CONTENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

16. Indemnification

You agree to defend, indemnify, and to hold harmless Pearline, together with their officers, directors and affiliates, from any and all liabilities, penalties, claims, causes of action, and demands brought by third-parties (including the costs, expenses and attorneys’ fees on account thereof) arising, resulting from or relating to: (a) your use of the Application, Services or our website or your inability to use the Application, Services or our website; (b) an allegation that you violated any representation, warranty, covenant or condition in this Agreement; (c) your intentional or negligent misrepresentation or misuse confidential or protected information. Your agreement to defend, to indemnify, and to hold Pearline (and Pearline’s officers, directors and affiliates) harmless applies whether any claim against Pearline is based in allegations of violation(s) of law or contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third-party rights, a claim that the Application, Services and/or our website caused damage to you or to any third party and/or your use and access to the Application, Services and/or our website. This indemnification section shall survive your termination of or cessation of use of the Application, Services and our website.

17. Third-Party Web Sites, Products and Services

The Application, Services and/or our website may link to or promote websites, products and/or services from other companies, or offer you the ability to download software from other companies. You agree that Pearline is not responsible for, and does not control, those websites or any third-party products or services. Pearline encourages you to be aware of this when you leave the Application or click on links controlled by third parties, and to read the legal notices and privacy policies of each and every location you visit. Your use of a third-party product, service or website will be subject to such third party’s terms of use, privacy policy and any other applicable terms and conditions.

18. Binding Arbitration and Class Action Waiver

You and Pearline agree that all disputes, controversies and claims related to this Agreement, the Application, the Services, or any part thereof provided by Pearline (each a “Claim”), shall be finally and exclusively resolved by binding arbitration as described in this Section, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other.

YOU EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND PEARLINE ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO PEARLINE, THE APPLICATION, THE SERVICE, OR ANY OTHER PEARLINE GOODS OR SERVICES, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THESE TERMS OF USE (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA’S COMMERCIAL ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.

Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Pearline will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Pearline also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

The arbitration shall be conducted in Los Angeles, California, except that, in the event Los Angeles, California is not within 100 miles of your residence, the arbitration may be conducted within 100 miles of your residence, unless the parties agree otherwise in writing. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.

THE ARBITRATOR MAY AWARD ANY RELIEF AVAILABLE IN A COURT OF LAW.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at https://www.adr.org.

Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and Pearline agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Los Angeles, California, and both parties consent to exclusive jurisdiction and venue in such courts. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

To the fullest extent permissible under applicable law, all Disputes shall be resolved by binding confidential arbitration on an individual basis. You expressly agree that no other Disputes shall be consolidated or joined with your Dispute, whether through class arbitration proceedings or otherwise.

THE PARTIES AGREE THAT THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES, THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL, AND NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

19. Governing Law and Choice of Forum

This Agreement contains the final and entire agreement between us regarding your use of the Application, the Services and our website and supersedes all previous and contemporaneous oral or written agreements regarding your use of the foregoing. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable. We may discontinue or change the Application, Services and/or our website, or its/their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement or in any way related to the Application will be an appropriate federal or state court located in Los Angeles, California. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

20. Assignments

Pearline may assign its rights and obligations under this Agreement. This Agreement will inure to the benefit of Pearline’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

21. Promotions and Offers

We may, from time to time, offer certain promotions as part of our services to users, and we encourage you to participate. However, unless explicitly stated otherwise, Medicare or Medicaid beneficiaries are not eligible to participate in any promotions or other offers. By accepting any promotional offer, you certify that you are not a Medicare or Medicaid beneficiary and agree to be bound by all of the following additional terms.

We reserve the right to send particular promotions to particular users and other individuals, subject to applicable laws. We may use any personal information you provide to us (including your email address), to provide you (by email or otherwise) with information regarding our contests and promotions, as further described in our Privacy Policy and in compliance with applicable law.

Price discounts cannot be used together or combined with other discount offers or promotional offers. Promotional offers are intended for the addressed recipient only and cannot be transferred. If you are not the intended recipient, then the offer is null and void. We may request further information from you if you wish to participate in our promotions and offers. Participation in these promotions is completely voluntary. Therefore, you have the choice to decline to participate in any promotion where you are required to provide further information about yourself.

We are not responsible for any unauthorized promotions and offers offered by third-parties through the Application.

22. Social Media and Online Communities

Pearline may provide you opportunities to share information on third party social media sites or platforms such as Facebook, Instagram, LinkedIn, Twitter, YouTube or other similar sites (collectively, “Social Media Sites”). Pearline may also provide you opportunities to participate in online communities on such Social Media Sites and may host discussion boards, chats, and other forums on this Site. For example, you may use your Instagram handle and tag your photos and postings (“Tagged Content”) with hashtags that we may provide from time to time in order to submit your Tagged Content for potential use on our Site. If you post Tagged Content with hashtags as we may provide from time to time, your activity and participation is governed by this Agreement. Additionally, you remain responsible for your compliance with other applicable terms and conditions such as those of Instagram or other Social Media Sites. Without limitation of any other obligations, you agree that you will be respectful of others and their privacy and will not submit photos of others without their express permission.

If you participate in a Pearline online community, discussion board or other forum, you agree that anything you submit is being provided by you voluntarily, on a non-confidential basis, and without any compensation due to you and you grant Pearline a perpetual, worldwide, royalty-free, transferable, and sub-licensable, right and license to use, copy, distribute, modify, create joint and derivative works, your content, postings and Tagged Content in any form or format. You further agree that (a) you will not post, transmit, or link to any material, websites, Tagged Content or other information or content that is libelous, defamatory, false, obscene, indecent, lewd, violent, abusive, threatening, harassing, discriminatory, or an expression of political or hate speech; (b) you may only post, upload or transmit photos or materials for which you have the copyright or other permission to distribute electronically citing the original source; (c) you may not violate, plagiarize, or infringe on the rights of third parties, including copyright, trademark, trade secret, privacy, personal, publicity, moral or proprietary rights; (d) you agree that any Tagged Content or materials you post or upload will be owned by you or be in the public domain; (e) you may not intentionally post, create, upload or transmit any software or other material that contains a virus or other harmful code or device; (f) you may not solicit other users, or distribute advertising, for products or services through our website, distribute chain letters or messages, mass mailings or bulk email or other bulk messages, or gather email addresses for the purpose of sending bulk email or other messages to other users; (g) if you choose to submit Tagged Content or post items in public or “chat” portions of the website, such material, information, photographs, and other information you post in these public or group areas is available to the other individuals using our website and Pearline does not warrant, guarantee or otherwise take steps to prevent other users from copying, displaying, uploading, transmitting or otherwise using your material, information, photographs or other information for any purpose whatsoever; (h) you will always use caution in posting personally identifying information, and never exchange personal financial information, address, phone numbers or other personal information; (i) you will not post any material that violates any law or regulation; (j) you will not impersonate any other person or use the identity of some other living person; and (k) your postings will truthfully reflect your own experience.

Pearline may terminate or restrict your access to any Pearline online community, including access through the Application.

Pearline will review Tagged Content and may select certain Tagged Content for posting on our website; we make no guarantee that your Tagged Content will be posted. Notwithstanding the foregoing, you remain fully responsible and liable for your Tagged Content and its compliance with these Terms, other applicable terms of use and applicable laws. If your Tagged Content is posted to our Site, you may request removal of your Tagged Content by marking it as “private” in your Social Media Site account or by emailing us at hello@pearlinehealth.com.

We have no obligation to monitor any related websites, chats, discussion boards or any other materials that you or third parties transmit or post on or to our website. However, you acknowledge and agree that we have the right (but not the obligation) to monitor our discussion boards, the chats, and the materials you transmit or post; to alter or remove any such materials (including, without limitation, any posting to a chat or discussion board); and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate our website properly, to protect ourselves, our sponsors, and our other clients and visitors, and to comply with legal obligations or governmental requests.