Terms of Service

Effective Date: [7/4/2024]

ASK MIA DOES NOT PROVIDE MEDICAL ADVICE OR INSTRUCTIONS FOR MEDICAL DIAGNOSIS OR TREATMENT. FOR MEDICAL QUESTIONS OR IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CONTACT YOUR HEALTH CARE PROVIDER OR CALL 9-1-1.

Welcome to Ask Mia! We partner with health plans (our “Partners”) to help their members (“Members”) understand their benefits (“Benefits”). When your health plan directs you to our application, your use of our application is subject to our terms of service, described below. If you are a Member, (A) our data use is subject to your health plan’s (our Partner’s) privacy policies, so please consult their privacy notices for more information and contact them if you have any questions and (B) the terms below apply only to your use of our services, and do not replace any terms you may separately have with the Partner, nor do they govern any Benefits you receive from the Partner. If you are an employee or other authorized user of a Partner, our data use is governed by our direct agreement with the Partner.

These Terms of Service (“Terms”) set forth the legal contract between Askmia LLC (“Ask Mia,” “Company,” “we,” “us,” or “our”) and you as an end user of Ask Mia services (“You,” “Your,” or “Customer”) and govern our operation and offering of, and Your access to and use of our downloadable mobile application, together with all associated products, services, data, information, content, and materials thereon (collectively, the “Services”).

PLEASE READ THESE TERMS CAREFULLY. YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS OF USE. DO NOT USE THE SERVICES IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THE TERMS OF SERVICE. By using the Services, You agree to be bound by the Binding Arbitration Clause and Class Action Waiver described in Section XIV.

I. GENERAL

By using and/or visiting the Services, You represent that You have read, understand, and agree to all the terms and conditions.

We reserve the right to change, modify, add to, or otherwise alter these Terms at any time. Changes, modifications, additions, or deletions to these Terms shall be effective immediately upon their posting on the Services. You agree to review these Terms periodically to be aware of such revisions, and You may review the most recent Terms at https://askmia.com/terms-of-service. Your use of the Services after we post such changes, modifications, additions, or deletions constitutes Your acceptance of such changes, modifications, additions, or deletions.

The Services present users with information relating to Benefits. Ask Mia does not create this information. Ask Mia obtains this information exclusively from Partners. Ask Mia does not and cannot independently verify the accuracy of any of such information. We cannot and do not guarantee that such information will be up to date or accurate, and You understand that Your use of this information is at Your own risk.

II. GRANT OF RIGHTS

Conditioned on Your compliance with these Terms and fulfillment of any applicable payment obligations, we grant to You a personal, revocable, limited, non-exclusive, non-transferable right to use the Services only for Your personal, individual, non-commercial, and non-automated use.

We reserve the right to, at any time, temporarily or permanently, modify or discontinue any features associated with the Services with or without notice and for any reason, including performing maintenance, repairs, or upgrades. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period.

III. REGISTRATION

This Section applies to Members.

A. Account Registration

You must create an account in order to use the Services (“Account”). You agree to provide accurate, current, and complete information during the registration process (“Registration Information”), and You agree to update the Registration Information in order to ensure that it is current. Ask Mia reserves the right to revoke Your registration with or without notice to You in the event You breach any part of these Terms.

B. Eligibility

As an express condition of being permitted to use and register on the Services, You represent and warrant that You (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which You reside; (ii) are not on a list of persons barred from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction; and (iii) are not a resident of Cuba, Iran, North Korea, Sudan, or Syria.

C. Passwords

Upon registration on the Services, You will select a password to access Your Account. You are responsible for maintaining the confidentiality of Your password and for all of Your activities and those of any third party that occur through Your Account, whether or not authorized by You. You agree to immediately notify Ask Mia of any suspected or actual unauthorized use of Your Account. You agree that we will not under any circumstances be liable for any cost, loss, damages, or expenses arising out of a failure by You to maintain the security of Your password.

D. SMS Communication

By creating an account with us and providing us with your phone number, you consent to receive SMS communications from us for the purpose of two-factor authentication (2FA). This includes verification codes sent to the mobile number you provide during the registration process. Standard message and data rates may apply, and you can opt out of receiving these messages at any time by following the instructions provided in the messages or by contacting us directly.

IV. RIGHT TO PROVIDE ACCESS

You represent and warrant that You own or otherwise have and will have the necessary rights and consents in and relating to any data You make accessible to Ask Mia, including by presenting, complying with, and enforcing all appropriate disclosure, consent, and notice requirements at the point of collection of information, so that, as accessed, received, and processed by Ask Mia, the information does not and will not infringe, misappropriate, or otherwise violate any data privacy, or any other rights of any third party or violate data protection laws.

You will indemnify and hold Ask Mia harmless for any failure to maintain such rights during the Term. We reserve the right to remove any integrated platform with or without notice if we determine in our sole discretion that such integration creates a security or other risk to the Services, or if we believe that You do not have the requisite rights to connect to the integrated platform.

V. RESTRICTIONS ON USE

You are responsible for Your access and use of the Services. We reserve the right to refuse service, terminate accounts, and/or cancel requests at our discretion, including, without limitation, if we believe that Your conduct violates applicable law, violates these Terms, the Privacy Policy, or is harmful to our interests.

A. General Restrictions

You may not use the Services, or any search results or other information You may receive through use of the Services in any manner that violates any applicable law or regulation or that is inconsistent with these Terms. You agree that You shall not (i) access or attempt to access any account that You are not authorized to access; (ii) modify or attempt to modify the Content (as defined below) in any manner or form; (iii) copy, distribute, or create derivative works based on the Content; (iv) exploit the Services or Content in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity; (v) sublicense, sell, resell, or otherwise convey the Services or Content or any elements thereof, including without limitation for commercial, collections, governmental, marketing, or advertising purposes; (vi) access the Services from Internet Protocol (IP) addresses outside of the United States; or (vii) use the Services to create a competing product.

B. Content Restrictions

Without limitation to these Terms, You may not sell, re-distribute, re-publish, re-transmit, display publicly, modify, create derivative works from, or otherwise exploit the Services and its contents, or any part of them, including but not limited to any and all text, graphics, images, photographs, and computer code (individually and collectively, the “Content”). You may not use the Content in any way whatsoever except as in compliance with these Terms. You may not modify, rent, lease, loan, sell, distribute, redistribute, or create derivative works based on the Content. You may not alter or delete any proprietary notices from Content downloaded or printed from the Services. Except as expressly permitted by these Terms, any use of the Content may violate copyright and/or other applicable laws.

C. No Automated or Non-Human Means of Access

You also may not (i) access or use the Services through any automated or non-human means, such as through bots, spiders, scripts, or software; (ii) access or use the site for purpose of scraping, harvesting, mining, or other data extraction; or (iii) access or use the site for any interference, disruption, or other illegal or unauthorized purposes, such as interference with the Services’ operations or interference with access to the Services and such as through viruses, Trojan horses, worms, time bombs, cancelbots, or other such applications.

Your violation of any of these use restrictions may result in automatic termination of Your Account and the licenses granted hereunder.

VI. TERM AND TERMINATION

A. Term

These Terms commence on the date when You first access the Services and continue in full force and effect until you cease to use the Services, or we terminate your access for any reason described herein.

B. Termination and Suspension

We reserve the right to terminate or restrict Your Account and/or access to the Services for any reason, or for no reason whatsoever, including, without limitation, if we in our sole discretion consider Your use to be unacceptable, or in the event of any violation by You of any term of these Terms. We may, but shall be under no obligation to, provide You with a warning prior to termination or restriction of Your use of the Services. We will not be liable to You or any third party for such termination, or restriction of Your account and/or access.

C. Effect of Termination

Once Your Account is terminated, we may permanently delete Your Account and any or all content associated with it. The exercise by us of any remedy, including termination, will be without prejudice to any other remedies we may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

VII. INTELLECTUAL PROPERTY

All Content available through the Services, including but not limited to design, artwork, hyperlinks, text, videos, calendars, software, images, technical drawings, blog posts, podcasts, audio, images, art, code, configurations, graphics, other files, and their selection and arrangement, is either the proprietary property of us, our affiliates or licensors, or our Partners, and is protected by United States and international intellectual property and proprietary rights laws. We, our Partners, and our licensors reserve any and all rights to the Content.

All registered and unregistered trademarks visible or accessible through our Services are trademarks of Ask Mia, our Partners, or licensors and may not be copied, imitated, or used in whole or in part without the prior written permission of Ask Mia, or its owners.

VIII. INACCURACIES AND OMISSIONS; DISCLAIMERS

YOU UNDERSTAND AND AGREE THAT ASK MIA DOES NOT CREATE CONTENT ON THE SERVICES REGARDING BENEFITS. ASK MIA OBTAINS ALL BENEFITS INFORMATION FROM PARTNERS IN ORDER TO PROVIDE THE SERVICES. ASK MIA DOES NOT AND CANNOT INDEPENDENTLY VERIFY THE ACCURACY OF ANY BENEFITS INFORMATION. YOU THEREFORE UNDERSTAND AND AGREE THAT SUCH CONTENT MAY CONTAIN ERRORS AND OMISSIONS, AND YOUR USE OF THIS CONTENT IS AT YOUR OWN RISK.

WE DO NOT GUARANTEE THAT ANY CONTENT IS CURRENT, FREE OF ERROR, OR ACCURATE. WE DO NOT GUARANTEE THE CORRECTNESS OR COMPLETENESS OF THE SERVICES OR THE CONTENT THEREON.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. ASK MIA SHALL NOT BE LIABLE FOR ANY LOSS, LIABILITY, COST, OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, INFORMATION, AND CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, SYSTEM DAMAGE, IMPAIRMENT OR INTERRUPTION, LOST DATA, CYBER BREACH, PERSONAL INJURY OR ANY PECUNIARY OR FINANCIAL LOSS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, EQUITY, OR OTHER LEGAL THEORY. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL INFORMATION, SERVICES, AND OTHER CONTENT PROVIDED ON THE SERVICES, AND WE ARE NOT LIABLE FOR ANY RELIANCE YOU PLACE ON THE SERVICES.

IX. NO WARRANTIES

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ASK MIA PROVIDES ALL SERVICES, CONTENT, AND INFORMATION “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. ASK MIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, ACHIEVE THEIR INTENDED RESULTS, OR BE ACCURATE. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAWS, ASK MIA DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATIONS OF RIGHTS.

X. LINKED WEBSITES AND SERVICES

The Services may contain links to third-party websites and services, and You agree that Ask Mia provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services. Ask Mia does not endorse such websites or services (or any products or other services associated therewith).

Access to any other internet site linked to the Services is at Your own risk, and Ask Mia is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites. Your use of such websites and services will be subject to the terms applicable to each such website and service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms.

XI. LIMITATION OF LIABILITY

ASK MIA IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY WEBSITE, NETWORK, COMPUTER SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, OR SOFTWARE, OR FOR ANY FAILURE DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ASK MIA SYSTEMS, OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY COMPUTER OR OTHER DEVICE ON OR THROUGH WHICH THE SERVICES OR CONTENT IS PROVIDED. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES OR CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE SERVICES OR CONTENT, WHETHER ONLINE OR OFFLINE, INCLUDING ANY PRIVACY OR SECURITY BREACHES.

NEITHER ASK MIA, NOR ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS WILL BE LIABLE TO YOU FOR (I) LOST INCOME, LOST PROFITS, LOSS OF DATA, ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR CLAIMS OF THIRD PARTIES; (II) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE UPON THE COMPLETENESS OR ACCURACY OF ANY INFORMATION MADE AVAILABLE VIA THE SERVICES; OR (III) ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY ASK MIA’S ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE SERVICES. THESE LIMITATIONS OF LIABILITY FOR SUCH LOSSES WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THEIR POSSIBILITY.

OUR AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO YOUR USE OF THE SERVICES WILL IN NO EVENT EXCEED ONE HUNDRED US DOLLARS ($100.00).

XII. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Ask Mia and its affiliates, subsidiaries, officers, directors, agents, employees, partners, licensors, and data providers, and each of their respective members, officers, directors, employees, agents, shareholders, co-branders, content licensors, suppliers, contractors, attorneys, and other partners, from and against any and all liabilities, claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands, and judgments made by any third party arising from or related to (i) Your use of the Services or any Content You obtain through the Services (or any third party receiving such

information from or through You); (ii) Your violation of these Terms; (iii) Your violation or infringement of any laws or any rights of another individual or entity; or (iv) any actual, prospective or terminated sale or other transaction between You and a third party.

XIII. SECURITY

We use commercially reasonable measures to provide the Services. Notwithstanding the foregoing, You acknowledge that no security safeguards or method of transmission over the Internet are completely secure. We do not guarantee that Your information will not be misused by third parties. We are not responsible for the circumvention of any privacy settings or security features. You agree that we will not have any liability for misuse, access, acquisition, deletion, or disclosure of Your information.

XIV. ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

A. Arbitration Notice

You and we agree that if there is any dispute or claim arising from or related to the Services and/or these Terms, it will be resolved by confidential binding arbitration, rather than in court, after first giving Notice of the Dispute (“Notice”) to the other party and the opportunity to discuss resolution within thirty (30) days of such Notice. The Notice should be sent to: 8 The Green #16109; Dover, DE 19901. This Notice must include a description of the nature and basis of the claims the party is asserting, and the relief sought.

If You and we are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, You or we may initiate arbitration proceedings. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of these Terms as a court would. 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.

The Federal Arbitration Act and federal arbitration law apply, and the American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

The arbitration shall be held in San Diego, California or at another mutually agreed location. If the arbitration involves a consumer, the arbitration will be held at a location convenient to the consumer. If the value of the relief sought is $10,000 or less, You or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on You and us, subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by You and us unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by applicable law. The arbitrator will also decide any questions relating to the interpretation, applicability, or enforceability of this arbitration clause, except where a party files a claim in court because it is an Exempt Claim (as defined below). If either party files an Exempt Claim, the court presiding over that claim will determine if the claim is an Exempt Claim under this Arbitration Clause. The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Notwithstanding any provision in these Terms to the contrary, You and we agree that if we make any change to this Section (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate this Section, any such termination shall not be effective until thirty (30) days after the version of these Terms containing this Section is posted to the websites and shall not be effective as to any claim that was filed in a proceeding against us prior to the effective date of termination.

CLASS-WIDE ARBITRATION WAIVER: YOU AND WE AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-WIDE ARBITRATION. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

EXEMPT CLAIMS: You and the Company agree that the following two (2) types of claims are not required to be submitted to an arbitration subject to the following conditions:

(1) You or we are not required to arbitrate a claim brought on an individual basis in small-claims court. However, if (a) there is an appeal from small-claims court, or (b) a change in the claim that renders the small-claims court unable to resolve the claim, then the claim must be resolved in an arbitration under the terms of this Arbitration Provision.

(2) You or we are not required to arbitrate a claim brought on an individual basis to enjoin infringement or other misuse of intellectual property rights. Such a claim may be brought in any court of competent jurisdiction. You and We agree that the infringement or other misuse of intellectual property rights could cause irreparable harm for which monetary damages are an inadequate remedy. The prevailing party in an action to enjoin infringement or other misuse of intellectual property rights is entitled to recover costs and fees (including reasonable attorneys’ fees) in pursuing that remedy.

OPT OUT: You may opt-out of this mandatory arbitration provision by writing us within sixty (60) calendar days of Your agreement to this Arbitration Provision by mail to 8 The Green #16109; Dover, DE 19901. Include Your name, address, and date in the correspondence. This is the only way You can opt-out.

CLASS ACTION WAIVER: YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT IN THE EVENT OF ANY DISPUTES BETWEEN YOU AND US.

If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

B. Claims and Disputes Must be Filed Within One (1) Year

To the extent permitted by law, and without limiting the effect of any disclaimer contained herein, any cause of action or claim You may have with respect to Your use of the Services, including, without limitation, any website or mobile Application or other Services-related product, services, or other content must be commenced within one (1) year after the claim or cause of action arises. This section applies to You and Your successors and assigns.

XV. GOVERNING LAW AND JURISDICTION

These Terms will be governed by and construed in accordance with the laws of the California, without reference to its conflict of laws principles.

XVI. CHILDREN’S INFORMATION

The Services are intended only for users over the age of sixteen (16). If we become aware that a user is under sixteen (16) (or a higher age threshold where applicable) and has provided us with Information, we will take steps to comply with any applicable legal requirement to remove such Information. Contact us if You believe that we have mistakenly or unintentionally collected Information from a child under the age of sixteen (16).

XVII. GENERAL PROVISIONS

These Terms constitute the entire agreement between You and us and govern Your use of the Services, superseding any prior agreements (including, but not limited to, any prior versions of these Terms).

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. Our failure to enforce any right or provisions in these Terms will not constitute a waiver of that provision or any other provision of these Terms. No waiver of any of the provisions of these Terms is a waiver of any other provision, whether or not similar, nor does any waiver constitute a continuing waiver.

XVIII. CONTACT US

If You have any questions about these terms, please contact us as follows:

Email us: legal@askmia.com

Call us: (302) 402-2969

Write us: 8 The Green #16109; Dover, DE 19901