End User License Agreement

AMERICAN WELL MOBILE APPLICATION END USER LICENSE AGREEMENT (“AGREEMENT”)

PLEASE READ THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE AMERICAN WELL MOBILE APPLICATION. THIS AGREEMENT IS SOLELY BETWEEN YOU AND AMERICAN WELL. APPLE, INC. (INCLUDING ITS SUBSIDIARIES, “APPLE”) AND GOOGLE (INCLUDING ITS SUBSIDIARIES “GOOGLE”) ARE NOT RESPONSIBLE FOR ANY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OBLIGATIONS CONCERNING AMERICAN WELL MOBILE (“AWM”) WHATSOEVER. THIS AGREEMENT SETS FORTH THE TERMS UPON WHICH EACH INDIVIDUAL IS AUTHORIZED TO DOWNLOAD, INSTALL AND USE AWM ON HIS OR HER APPLE iOS OR ANDROID DEVICE.

Welcome to American Well Mobile, the mobile application for Apple iOS and Android devices for end users to use to access the American Well System (“System”) provided by American Well Corporation (“American Well”) pursuant to which they may receive personal services from their independent licensed healthcare providers (“Online Care Services”). AWM and the System are owned and operated by American Well. Online Care Services are provided by licensed healthcare providers unaffiliated with American Well. To download, install or use AWM to access the System and receive Online Care Services, you must agree to be bound by all of the terms of this Agreement. By downloading, installing or using AWM, you are agreeing to be bound by all of these terms. Please print and keep a copy of this Agreement. American Well may, from time to time, change the terms of this Agreement. THIS AGREEMENT GOVERNS YOUR USE OF AWM TO ACCESS THE SYSTEM, AND DOES NOT REPLACE THE TERMS OF USE TO WHICH YOU MUST ALSO AGREE BEFORE USING THE SYSTEM AND RECEIVING ONLINE CARE SERVICES.

LICENSE AND RESTRICTIONS

Subject to the terms and conditions herein and any modifications to these terms in the future for which American Well provides you notice, American Well hereby grants to you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to use the software, content, and documentation on and in AWM, in object code format, only, on any iOS or Android device that you own or control, and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service and/or Google Play Terms of Service, only to the extent necessary for you to to receive personal Online Care Services from your independent licensed healthcare providers in the United States using the System in which you have been previously enrolled as a patient. You agree not to sell, rent, lease, transfer, sublicense, provide service bureau or timeshare services, distribute or otherwise make AWM available to third parties for any reason. You further agree not to: (i) modify, translate, copy, reverse engineer, decompile, disassemble, re‑engineer, or otherwise create or attempt to create the source code of AWM, or its structural framework, or (ii) modify or create derivative works of AWM or use AWM in whole or in part for any purpose except as expressly provided in this Agreement. You also agree not to allow or permit others, directly or indirectly (including but not limited to the use of wizards, agents, bots, or other utilities) to perform any of the actions prohibited in (i) and (ii) in the immediately preceding sentence.

THIRD PARTY TERMS OF AGREEMENT

Certain components of AWM may be provided by third parties. Any software, content or services provided by American Well from a third party (“Third Party Components”) is provided to you hereunder subject to the terms and conditions of the applicable third party, which terms and conditions for such Third Party Components may change from time to time and if not otherwise provided to you are available by request from American Well. If any such Third Party Components become unavailable to American Well for any reason, or American Well deems it appropriate, in its reasonable discretion, then American Well may remove or replace such Third Party Components.

You must comply with all applicable third party terms of agreement while using AWM, such as the terms of your agreement with your wireless data service provider.

RESERVATION OF RIGHTS

American Well shall at all times solely and exclusively own all right, title, and interest in and to AWM and the related documentation, materials created or generated by American Well as well as the specifications, technology and all intellectual property or other rights in the foregoing, including but not limited to any and all modifications and derivative works. No implied licenses are granted.

MOBILE ACCESS

You are eligible to use AWM because you have been previously enrolled to use the System to receive Online Care Services through an entity with a contract in place with American Well. You agree that you shall use AWM to access the System and receive Online Care Services only in accordance with the terms of this Agreement and the Terms of Use governing the use of the System and Online Care Services, applicable law, and the rules, policies and procedures established by American Well for use of the System and receipt of Online Care Services. You agree to use AWM in a manner consistent with all applicable standards and requirements, local, state, and national laws and regulations, and otherwise in accordance with this Agreement and any rules, policies and procedures established by American Well for use of AWM. By registering and using AWM, you represent and warrant that all information provided to American Well in connection with this Agreement, including in the process of registration for AWM, is true, accurate and complete. You are responsible for obtaining and maintaining all equipment and systems necessary to access AWM and for paying all charges related thereto.

SECURITY

Access to AWM is enabled only through the use of a personal identification number (Pin). You will receive the Pin through Online Care Services. You shall maintain your Pin in strict confidence. In no event shall you share your Pin with any third party or allow another person to access AWM using Your Pin. You shall notify American Well immediately if you have any reason to believe that your Pin or your iOS or Android device has been lost or compromised or misused in any way. You are fully and solely responsible for any and all use of AWM using your Pin or iOS or Android device. American Well reserves the right to revoke or deactivate your AWM account at any time.

ACCEPTABLE USE

You agree not to access or use AWM in an unlawful way or for an unlawful or illegitimate purpose. You shall not post, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of AWM, the System or Online Care Services through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use AWM in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access AWM for any purpose.

OPERATION AND RECORD RETENTION

American Well reserves complete and sole discretion with respect to the operation and use of AWM. American Well may collect, retain, and use records and other data and information relating to your use of AWM, including but not limited to, the history of use. American Well may also, among other things, withdraw, suspend or discontinue AWM or any functionality or feature of AWM. American Well is not responsible for maintaining data arising from the use of AWM. American Well reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to Online Care Services pursuant to any internal record retention and/or destruction policies as such policies may be amended from time to time.

NON-DISCLOSURE AND CONFIDENTIALITY

In using AWM, you will have access to confidential information of American Well (“Confidential Information”) that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, functional specifications, technical materials and information, and related documentation.

You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. You shall implement and maintain appropriate safeguards to protect the confidentiality, integrity, and availability of all Confidential Information, to protect against reasonably anticipated threats or hazards, and to prevent use or disclosure of Confidential Information accessed through the Services other than as permitted by this Agreement or required by law. Such safeguards shall comply with all applicable federal, state, and local requirements and with security measures and controls that may be required from time to time by American Well and its licensors and suppliers.

Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use AWM and the Confidential Information only as needed to use the System to receive Online Care Services; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access AWM or any Confidential Information for any other individual or any unauthorized third party; (iv) to restrict physical and system access to AWM as well as any equipment which contains Confidential Information or which gives access to Online Care Services; and (v) implementing procedures to ensure no computer or terminal with live access to AWM is left unattended at any time.

You immediately shall notify, and cooperate fully with American Well in the event you discover or suspect: (a) any unauthorized use of or access to AWM; (b) any inappropriate use or disclosure of information contained in AWM or obtained through use of AWM; (c) the recognition or introduction of any virus, worms, trojan horses and other destructive items; or (d) any Security Incident (as defined in the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR parts 160, 162 and 164 and any applicable state law). If in the opinion of American Well, a breach has affected or may affect any other AWM user or any individual whose PHI is contained on Online Care Services, then American Well, in its discretion, may notify such Online Care Services user or individual of the breach or may require you to immediately notify such user or individual of the breach.

NOTIFICATION

You agree to notify American Well immediately if you become aware of any medical incident, error or adverse event arising out of any conversation, advice or service rendered to you using AWM which may reasonably be expected to give rise to a claim being made by you or if you have been named in any claim or suit arising out of any conversation, advice or service rendered by you using AWM.

TERMINATION

You or American Well may suspend or terminate your access to or use of AWM at any time, for any reason or for no reason. American Well has the right (but not the obligation) to refuse to provide access to AWM to any person, agency or organization, or to prohibit any person, agency or organization from using the System or receiving Online Care Services, at any time, for any reason or for no reason at all, in our sole discretion. American Well reserves the right to change, suspend, or discontinue all or part of AWM, temporarily or permanently, without prior notice. American Well reserves the right to delete or change any Pin or other information at any time, for any reason or for no reason. You acknowledge and agree that the obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.

VIOLATION OF THIS AGREEMENT

You acknowledge that your access to AWM shall be immediately suspended and this Agreement shall be terminated if you violate any provision of this Agreement. You acknowledge and agree that a violation of this Agreement by you will result in irreparable injury for which monetary damages are an inadequate remedy that will entitle American Well to obtain, without the posting of any bond or other security, a court order prohibiting you from using AWM, the System, Online Care Services, or any Confidential Information.

INTELLECTUAL PROPERTY

All of the content available on or through AWM is the property of American Well Corporation or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. American Well gives you permission to display, download, store and print the content only for your personal use to connect to the System to access Online Care Services. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through AWM to anyone, including but not limited to others in your organization. Any copy made of information obtained through AWM must include the copyright notice. All software and accompanying documentation made available for download from AWM is the copyrighted work of American Well or its licensors. All American Well Corporation trade and service names, including, but not limited to “American Well™”, “American Well The Next Generation of Health Communication™” and “AmWell” are trademarks of American Well Corporation. All other brands and names are the property of their respective owners. Nothing contained in this Agreement or in AWM should be construed as granting any license or right to use any trademark of American Well or its licensors or suppliers without the express written permission of American Well or such third-party that may own the trademark.

LINKS

Areas accessed using AWM may contain links to other web sites. Please note that when you click on any of these links, you are entering another web site for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. American Well encourages you to read the terms and conditions, data-gathering practice and privacy policies of all linked sites as they may materially differ from ours. You agree that American Well shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on this site. It is up to you to take precautions to ensure that whatever linked material you select is free of items such as viruses, worms, Trojan horses and other destructive items.

WARRANTY DISCLAIMERS

ACCESS TO AWM AND THE INFORMATION CONTAINED VIA AWM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AMERICAN WELL DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON‑INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, AMERICAN WELL DOES NOT WARRANT THAT ACCESS TO AWM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES AMERICAN WELL MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF AWM OR ANY OF THE INFORMATION CONTAINED THEREIN. NO ADVICE OR OTHER REPRESENTATIONS BY AMERICAN WELL OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF AWM AND YOUR RELIANCE UPON ANY OF THE CONTENTS ACCESSED IS AT YOUR SOLE RISK.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO AWM OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION VIA AWM CAUSED BY YOU OR ANY PERSON USING YOUR PIN. AMERICAN WELL CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH AWM. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY. NEITHER APPLE NOR GOOGLE HAVE ANY OBLIGATIONS UNDER THIS WARRANTY OR UNDER THIS AGREEMENT.

LIMITATIONS OF LIABILITY

IN THE EVENT OF ANY PROBLEM WITH AWM OR ANY CONTENT ACCESSED VIA AWM, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING AWM. UNDER NO CIRCUMSTANCES SHALL AMERICAN WELL OR ANY LICENSOR OR SUPPLIER OR APPLE OR GOOGLE BE LIABLE IN ANY WAY FOR YOUR USE OF AWM OR ANY OF THE CONTENTS ACCESSED, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL AMERICAN WELL OR ITS LICENSORS OR SUPPLIERS OR APPLE OR GOOGLE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF AWM, THE SYSTEMS OR ONLINE CARE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU HEREBY RELEASE AND AGREE TO HOLD HARMLESS AMERICAN WELL, ITS LICENSORS AND SUPPLIERS AND APPLE AND GOOGLE FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF AWM OR THE AMERICAN WELL SYSTEMS. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

INDEMNIFICATION

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of AWM, the System and Online Care Services, you agree to indemnify, hold harmless, and defend American Well, and its parents, subsidiaries, affiliates, licensors, suppliers, Apple and Google, and the officers, directors, affiliates, subcontractors, agents and employees of each of them (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of AWM; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any of your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party. Apple and Google have no obligations under this Agreement including, without limitation, any obligation to indemnify you for any third party claims, any responsibility for the operation of AWM, the System or Online Care Services, or any provision of maintenance or support for AWM.

ELECTRONIC NOTICES

You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding AWM (collectively, “Notices”). American Well can send you electronic Notices (1) to the e‑mail address that you provided to American Well during registration for Online Care Services or (2) by posting the Notice on the applicable service or otherwise through the Online Care Services website. The delivery of any Notice from American Well is effective when sent, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the applicable service. In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system or a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices.

MISCELLANEOUS

This Agreement shall be governed by the laws of the State of Massachusetts without regard to it rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You consent to the exclusive jurisdiction of the courts of the State of Massachusetts for the resolution of any dispute based upon or relating to this Agreement. You also agree to comply with any applicable export laws concerning AWM. You agree that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties. This Agreement constitutes the sole Agreement between you and American Well for your use and our provision of AWM and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or American Well. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by American Well of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties. Apple and Google are third party beneficiaries of this Agreement and as such have the right to enforce the terms and conditions of this Agreement against you. Any end user questions or complaints with respect to AWM should be directed to the following name and address:

AMERICAN WELL CORPORATION

75 State Street

Boston, MA 02109

mobile.support@americanwell.com

A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.