ZOLEO MEDICAL ASSIST SERVICE TERMS FOR ACTIVE ZOLEO SUBSCRIBERS

1. Definitions.

   “Designated Representative” – An individual identified to Global Rescue by the Member as their authorized decision maker for all matters related to this Agreement should the Member be unable to communicate for any reason.

   “Global Rescue Contractor” – Any Global Rescue contractor, sub-contractor, or other outsourced provider that provides products or services in connection with this Agreement, including any Services specified herein.

   “Home Address” – The Member’s residence as provided by the Member in the enrollment application and/or as described in an official state or government listed identity document.

   “Member” – The named individual who is an active ZOLEO Subscriber.

   “Territory” – Worldwide.

   “Traveling” – When a Member is located in the Territory and away from their Home Address they are deemed to be Traveling for the purposes of Service eligibility.

2. Medical Services.
   Global Rescue will provide the following Services to Member. Member acknowledges and agrees that any such Services provided shall not establish diagnosis, treatment or a physician-patient relationship of any kind with such Traveling Member and/or ZOLEO.

   1. Health Information and Advisory Services. To the extent permitted by law, Global Rescue will arrange for the provision of health information and advisory Services for Traveling Members who suffer from emergent medical problems. To the extent practicable and permitted by law, Global Rescue will also provide reasonable assistance to Traveling Members with third- party insurance claim forms relating to the Services.

   2. Medical Locator/Dispatch Services. Upon request, Global Rescue will make reasonable efforts to identify and provide Traveling Members with names, addresses and telephone numbers for local medical facilities and/or practitioners. Global Rescue shall use its reasonable efforts, if requested and practicable, to dispatch local medical personnel to the Traveling Member’s location. Such Services shall not constitute an endorsement, representation or warranty regarding the quality, professional competence, care or results from the use or services provided by any medical facility or practitioner. Member shall be solely responsible for the selection of providers and the payment of any and all associated costs.

   3. Transport of Medical Records, Documents and Studies. Global Rescue will arrange for the dispatch of medical records from or to the Traveling Member’s location. Member shall be solely responsible for the payment of any costs associated with such transport/dispatch directly unless otherwise agreed to in writing by Global Rescue.

   4. Transport of Medication and Medical Supplies. Global Rescue will arrange for the transport of medication, medical equipment and other medical supplies. Member shall be solely responsible for the payment of any associated costs directly unless otherwise agreed to in writing by Global Rescue.

   5. Fee-for-Service Services. At the request of Member, Global Rescue may in its sole discretion, provide services that are outside the scope of the Services defined in this Agreement, or provide Services or other services to individuals that are not qualified or eligible Traveling Members, on a fee-for-service basis (“FFS Services”). Upon receiving Member’s request for any FFS Services, Global Rescue shall advise Members of approximate costs, if possible, and other terms required by Global Rescue to provide such FFS Services, which may include but are not limited to, payment in advance and/or a retainer, written guarantee of payment by Member (including any additional unforeseen costs), signature of any related documents, statements of work (“SOW”) and agreements or such other terms and conditions as Global Rescue may require. Unless Member accepts and complies with such terms, Global Rescue shall be under no obligation to provide such FFS Services.

3. Limitations; Exclusions.

   1. Prior to Global Rescue providing Services that result in costs, Global Rescue shall notify Member of the approximate costs and Member shall approve such costs. If Member fails to approve costs Global Rescue shall not be obligated under any circumstances to provide the Services which incur these costs.

   2. Global Rescue shall not be under any obligation to provide Services to a Traveling Member if it determines, in its sole discretion, any of the following factors exist:

      i. Global Rescue must violate a law, rule or regulation in order to provide Services to the Traveling Member;

      ii. The Traveling Member is over the age of 85 years old;

      iii. The Traveling Member is not reasonably accessible or cannot be transported safely in Global Rescue’s sole discretion;

      iv. The Traveling Member is located in a region that is not safely accessible;

      v. The Traveling Member has a contagious or infectious disease which would endanger the Traveling Member, those in contact with the Traveling Member or whose transport is prohibited by law;

      vi. The Traveling Member’s primary diagnosis is psychiatric in nature;

      vii. The Traveling Member has committed or is accused of committing a criminal act;

      viii. The Traveling Member’s condition occurred while or resulted from an act of war among European and North American states;

      ix. The Traveling Member's condition is a result of nuclear reaction, radioactive or chemical contamination, or the Traveling Member has been exposed to ionizing radiation or radioactivity from irradiated nuclear fuel which would endanger the Traveling Member, those in contact with the Traveling Member or whose transport is prohibited by law;

      x. The Traveling Member is traveling against the judgment of a medical professional, as determined in Global Rescue’s sole discretion, while waiting for treatment, or for the purpose of obtaining medical treatment;

      xi. The Traveling Member is beyond her second trimester of pregnancy;

      xii. The Traveling Member is engaged in an armed conflict, as a member of any army, guerilla, terrorist or other armed force, or is serving in a security function in any capacity;

      xiii. The Traveling Member has a condition caused by the use of alcohol, drugs or intoxicants not prescribed by a physician;

      xiv. The Traveling Member failed to obtain and/or maintain required immigration, work residence or similar visas, permits, or other documentation.

      xv. The Traveling Member knowingly entered a region where the Traveling Member knew or should have reasonably known that a Security Emergency existed or was imminent;

      xvi. The Traveling Member was added to the Member Census while in a region where a Security Emergency existed or was imminent;

      xvii. The Traveling Member has been kidnapped, held for ransom or held against his/her will or the Traveling Member placed himself/herself in a situation where kidnap, being held for ransom or being held against his/her will was likely.

4. Payments. ZOLEO Medical Assist is included as part of your ZOLEO subscription fee and shall remain valid as long as your ZOLEO account is fully paid and in good standing. Member acknowledges and agrees that the cost of any additional services that are not covered by this Agreement shall be the sole responsibility of the Member.

5. Limitation of Liability; No Warranties.

   1. Limitation of Liability; Indemnification. In no event shall Global Rescue, Global Rescue’s officers, employees, directors, managers, shareholders, agents, legal counsel, accountants, guarantors, Global Rescue Contractors, Global Rescue affiliates and subsidiaries (collectively “Global Rescue Entities”) be liable for any direct, indirect, punitive, incidental, special, consequential loss or damages whatsoever in connection with this Agreement , including, without limitation, any products and services contemplated by this Agreement or any act or omission by the Global Rescue Entities, including but not limited to, the Services. Global Rescue’s maximum liability for any matter arising, directly or indirectly, in connection with this Agreement shall not exceed the amount of Annual Fees paid to Global Rescue by Member or ZOLEO in the most recent calendar year. Member acknowledges that receiving the type of services contemplated hereby and/or described herein, including, without limitation, the Services, can be extremely risky, hazardous, that no results can be guaranteed and that Global Rescue makes no representation or warranty of any kind or nature with respect thereto, express or implied. In acknowledgement of such risk, Member agrees to absolve, indemnify and hold the Global Rescue Entities harmless should any person (including any Traveling Member or relation of Member) suffer any harm, damage or other adverse effect of any kind or nature, including but not limited to death or dismemberment, during the course of or as a result of using or receiving any products or services described herein, including, without limitation, the Services. Global Rescue shall be subrogated to all of Member’s rights of recovery against any party for loss, to the extent payment and/or the costs therefore are made or incurred by Global Rescue and regardless of whether Member is made whole. Member hereby acknowledges the foregoing subrogation rights and agrees to execute such further and other documents as Global Rescue may reasonably request in order to evidence such subrogation rights, whether before or after Services are performed. Without limiting the generality of the foregoing Global Rescue shall be entitled to enforce all rights Member has or otherwise would have had against such party, and/or to recover directly from Member from any amounts received and/or due from such party. It is further agreed that all costs and expenses incurred by Global Rescue in performing the Services shall conclusively be deemed to be reasonable.

   2. Representations to Third Parties. Member shall not make any false claims or misrepresentations to any Traveling Member or third party concerning Global Rescue or its products and services, including but not limited to, the Services, or make any claims, representations, warranties or guarantees to any Traveling Member or third party that are inconsistent with this Agreement. The Global Rescue Entities shall not be liable for, and Member agrees to fully indemnify and hold the Global Rescue Entities harmless from and against, any third party claims asserted against Global Rescue Entities or Member based on any such claims, representations, warranties or guarantees.

   3. No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any person or entity, other than Member, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. Without limiting the generality of the foregoing, Member understands and agrees that this Agreement is made by and between Member and Global Rescue, and that no Traveling Member shall be deemed to have any right or interest hereunder, directly or indirectly, nor shall any Traveling Member or employee of Member be deemed a third party beneficiary of any right, duty or obligation hereunder.

6. Force Majeure. Global Rescue shall not be liable for any failure to provide or delay in providing any services, including but not limited to the Services, resulting from causes beyond Global Rescue’s control, including, but not limited to: natural disaster, epidemic, accident, explosion, casualty, act of God, lockout, strike, riot, insurrection, civil disturbance or disruption of the public markets, war or armed conflict (whether or not officially declared), sabotage, act of a public enemy, embargo, delay of a common carrier, the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.

7. Survival of Claims. Any legal action and claim arising under the Agreement against the Global Rescue Entities shall be barred unless written notice thereof is received by Global Rescue within one (1) year of the date of the event giving rise to such action or claim.

8. Authorization to Share Information. Member shall obtain or assist Global Rescue or any Global Rescue Contractor in obtaining, all authorizations requested by Global Rescue for the release to, from or among Global Rescue, Member, Global Rescue Contractors and third party medical providers and facilities of any confidential Traveling Member information relevant for the successful performance of any services, including but not limited to the Services, such as financial information, patient medical records, histories, examinations and tests, medical images including photographs, x-rays or other images, output data from medical devices, and sound and video files (“Personal Information”).

9. Traveling Member Consent. Member shall obtain or assist Global Rescue or any Global Rescue Contractor in obtaining all consents, releases and/or authorizations from Traveling Members requested by Global Rescue for provisions of services, including but not limited to the Services.

10. Unenforceable Terms. If any provision of this Agreement is deemed invalid, illegal or unenforceable under the applicable laws or regulations, such provision will be deemed amended to conform to such laws or regulations without materially altering the intentions of the parties and enforced accordingly, or, if no such amendment is possible, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

11. General Exclusions. Global Rescue shall not be under any obligation to pay for or provide any products or services not explicitly set forth in this Agreement, including but not limited to, reimbursement of any hospital, medical expenses, transport or any services not arranged and provided by Global Rescue. Any such expenses shall be the sole responsibility of Member. Member acknowledges and agrees that this Agreement relates only to the rendering of services and the provision of certain related products as specified herein. This Agreement is not, nor shall it be deemed as or construed as, a policy of insurance of any kind or nature.

12. Reliance; Fraudulent Statement. It is understood and agreed that Global Rescue shall be entitled to rely on any statement, report, condition, diagnosis, medical history, information (including Personal Information, Member Census and Traveler Demographics) or identification provided to it by or on behalf of a Traveling Member or ZOLEO in connection with this Agreement. If a Traveling Member or ZOLEO makes or has made any fraudulent statement or materially misrepresents or conceals a material fact, Global Rescue may, in its sole discretion, suspend, alter or discontinue performing and require payment in full for any services, including but not limited to the Services, rendered to the Traveling Member and/or the ZOLEO. Global Rescue’s failure to immediately suspend, alter or discontinue or require payment shall not be deemed to constitute a waiver, nor shall it preclude Global Rescue from doing so at a later time.

13. Amendment. This Agreement may be amended at any time without notice to Member and shall be effective immediately upon posting on ZOLEO’s website or within the ZOLEO Mobile App.

14. Prevailing Language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any errors, omission or inconsistencies with translated versions in other languages.

15. Governing Law and Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Hampshire, USA, without regard to the conflict of law provisions thereof. Member agrees that jurisdiction and venue for any dispute or legal action shall lie exclusively with the state or the federal district courts located in the State of New Hampshire. Both parties agree not to file any action or claim in any other jurisdiction. Should either party breach this Section 15, the breaching party shall be required to pay all costs, legal fees and any other reasonable expenses associated with removing any such action or claim.