Mahana Therapeutics, Inc.

Terms of Use

Effective Date: July 15, 2021

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Mahana Therapeutics, Inc. (“Mahana,” “our,” “us,” or “we”). Mahana's Website and Mobile App terms and conditions, together with our Privacy Policy (collectively, “Terms of Use”), govern your engagement with the Website and Mobile Apps.

Please read the Terms of Use carefully before using the Website and/or Mobile Apps.

By using the Website and/or Mobile Apps, you agree to be bound and abide by these Terms of Use and our Privacy Policy.

Mahana is based in the state of California, in the United States. We provide the Mahana Website and Mobile Apps for use only by people within the United States. We make no claims that the Website, Mobile Apps or any of its content is accessible, appropriate, or lawful outside of the United States. Access to the Website and/or Mobile Apps may not be legal by certain people or in certain countries. If you access the Website and/or Mobile Apps from outside the United States, you do so on your own initiative and are responsible for following local laws.

If you are not a U.S. citizen residing within the United States, or you do not want to agree to these Terms of Use or the Privacy Policy, you must not use or access this Website or the Mobile Apps for Mahana’s Program, titled Mahana™ IBS (referred to below as either the ‘Program’ or Mahana IBS) made accessible to you via Mahana's Website (the “Website”) or Mahana’s mobile applications downloaded from online app stores (the “Mobile Apps”).

The Program

The Mahana Program, website, mobile apps, software, platform, and related are designed to help individuals diagnosed with irritable bowel syndrome (“IBS”), and other chronic conditions. Mahana, via the Website and Mobile Apps, offers Cognitive Behavioral Therapy (CBT) tools as well as written and digital materials, programs and solutions to provide physical and psychological support to individuals with chronic diseases such as IBS to reduce and manage symptoms and so as to promote and support wellness. In addition, Mahana helps:

Aggregating data
Simplifying enrollment in the Program
Supporting increased engagement with the Program and all that it has to offer

We understand that Protected Health Information is personal and private, and we are dedicated to maintaining the accessibility, integrity, and security of your Protected Health Information (PHI). We take your privacy seriously.

Mahana is NOT a Healthcare Provider:

Mahana is not a healthcare provider and does not engage in the practice of medicine. Never disregard professional medical advice or delay seeking it because of something you have read on our Website and/or Mobile Apps. Nothing on our Website or Mobile Apps or the Programs Mahana offers should be construed as creating a physician-patient relationship between you and Mahana.

Mahana’s Program, and the content on our Website and Mobile Apps, such as text, graphics, images, articles, and other materials (“Content”) is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Nor are our Website or Mobile Apps designed for the delivery of time-sensitive or life critical medical or health-related communications. Personal entries in our mobile app are not monitored for medical or emergency health care purposes.

If you or someone you know is having a medical emergency, call 911 immediately.

Who May Use Mahana’s Website or Mobile Apps?

Mahana’s Website and Mobile Apps are designed and intended for U.S. citizens who:

Are age 18 or older, and
Have their primary residence in the U.S.

The Mahana IBS prescription program is designed and intended for U.S. citizens who:

Have a prescription for Mahana IBS from a licensed healthcare provider
Are age 22 and older, and
Have their primary residence in the U.S.

No one under age 13 may provide any health-related information to or through Mahana or the Website or Mobile Apps unless Mahana confirms that such disclosure would comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Children's Online Privacy Protection Act (COPPA) or equivalents under United States State specific laws. By using Mahana’s Program, you guarantee that you are a U.S. citizen and meet all of the eligibility requirements.

Rules for children under the age of 13

Our Program is not intended for children under the age of 13. No one under age 13 may provide any information to or through Mahana’s Website or via our Mobile Apps. If you are under age 13, do not provide Mahana any of the following information:

Your name
Address or e-mail address
Telephone number
User name
Health information or other information

If we learn we have collected or received Personal or Protected Health Information from a child under age 13 without verification or parental consent, we will delete that information and take other appropriate measures. If you believe that we may have collected any information, including Personal or Protected Health Information, directly from a child under age 13, please contact us immediately at:privacy@mahanatx.com.

Your Guarantees:

You guarantee that the information you provide to us is and will be current, true, and complete.

As part of Mahana’s Programs and Services, users will be transmitting Personally Identifiable Information (PII) and Protected Health Information (PHI) as permitted by HIPAA and equivalent U.S. State-specific law.

“Personally Identifiable Information” or PII, means any information that may be used to identify you, such as:
First and last name
Age
Gender
Driver’s License information
Postal or e-mail address
Phone number
Other contact information, certain health information, or other personally identifiable information under an applicable law such as the Health Insurance Portability and Accountability Act (“HIPAA”) or an equivalent State law governing the use or disclosure of health information
“Protected Health Information” or PHI, means:
Information related to your physical or mental health, such as medical history, family history, medical diagnosis, health background, current health status, age, gender, sexual behavior and sexual orientation, demographic information (such as race, ethnicity, marital status, salary, education, political, religious, and trade union information)
Information related to the diagnosis and treatment of health conditions, over-the-counter and prescription medicines, lab test results, payments for treatment, and health insurance information
Other personally identifiable information under an applicable law such as HIPAA or an equivalent State law governing the use or disclosure of Protected Health Information and as defined by HIPAA

We do not claim ownership rights to your PII or PHI. However, if you enter PII or PHI into Mahana’s Website and/or Mobile Apps, you grant us a non-exclusive, royalty-free, fully sub-licensable, transferable license to use, display, reproduce, and distribute (in whole or in part) for the sole purpose of providing you access to Mahana’s Programs and services which have been prescribed for you. To that end, the following shall apply:

Access and Account Security

Mahana is dedicated to ensuring the accessibility, integrity, and security of your PII and PHI. However, you are responsible for keeping your account secure, which means:

Providing registration, authentication, and security details that are correct, current and complete. To access Mahana’s Programs and Services, we may ask you to provide this information. You agree that all information you provide to register with this Website or via our Mobile Apps is appropriate, as described in our Privacy Policy, and you consent to all actions we take with your information consistent with our Privacy Policy.
Protecting your user name, password, account, and any other information as your confidential information.
Acknowledging and agreeing that your account is personal to you, and accepting responsibility for all activities that happen under your user name and password
Contacting Mahana immediately of any unauthorized access to, use or disclosure of your user name, password, or any other security violation or breach about which you become aware
Being careful when you access your account from a public or shared computer so that others are not able to view, track, or record your user name, password, or other Personal Information
Satisfying your requirements for anti-virus protection and accuracy of data input and output, and finding a way outside of our Website or Mobile Apps for finding any lost data

You should not share your account information or give access to Mahana’s Program to anyone else.

Prohibited Uses

You may use the Website and Mobile Apps only for lawful purposes in accordance with these Terms of Use, our Privacy Policy and Privacy Laws.

You agree not to use the Website and Mobile Apps and Mahana’s Programs and Services:

In any way that violates Privacy Laws
For purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content
To send, receive, upload, download, use, or re-use any material that does not comply with the Content Standards identified in these Terms of Use
To transmit any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation
To impersonate or attempt to impersonate Mahana, a Mahana agent or employee, another user, or any other person or entity
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website and Mobile Apps, or which, as determined by us, may harm Mahana or users of the Website, Mobile Apps and Mahana’s Programs and Services or expose them to liability

Additionally, you agree not to:

Use the Website and/or Mobile Apps in any manner that could disable, overburden, damage, or impair the site or interfere with any other user’s use of the Website and/or Mobile Apps, including their ability to engage in real time activities through the Website and/or Mobile Apps
Use any robot, spider, or other automatic device, process, or means to access the Website and/or Mobile Apps for any purpose, including monitoring or copying any of the material on the Website and/or Mobile Apps
Use any manual process to monitor or copy any of the material on the Website and/or Mobile Apps or for any other unauthorized purpose without our prior written consent
Use any device, software, or routine that interferes with the proper functioning of the Website and/or Mobile Apps
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website and/or Mobile Apps, the server on which the Website and/or Mobile Apps is stored, or any server, computer, or database connected to the Website and/or Mobile Apps
Attack the Website and/or Mobile Apps via a denial-of-service attack or a distributed denial-of-service attack
Otherwise attempt to interfere with the proper working of the Website and/or Mobile Apps

Mahana’s Rights and Responsibilities

Mahana is dedicated to ensuring the accessibility, integrity, and security of information you submit and post, including your PII and PHI.

Information Protections

Mahana safeguards the accessibility, integrity, and security of information itself via third party vendors. Logins, and other Website and Mobile App usage is monitored for security. If you share PII and PHI through Mahana’s Website and/or Mobile Apps, you hereby grant us a non-exclusive, royalty-free, fully sub-licensable, transferable license to use, display, reproduce, and distribute (in whole or in part) in order to provide Mahana’s Programs and Services, consistent with:

These Terms of Use
Our Privacy Policy
The Health Insurance Portability and Accountability Act (HIPAA) and The Health Information Technology for Economic and Clinical Health Act (HITECH) (jointly, “HIPAA”)
Other applicable U.S. Federal and State laws (including regarding the exporting of data or software), and regulations under these laws (collectively, “Privacy Laws”)

Reliance on Information Posted

The information presented on or through the Website, or alternatively via the Mobile Apps, is made available to U.S. citizens who are age 18 or older and who have their primary residence in the U.S. The information available in the Mahana IBS prescription program is made available as a prescription-only digital therapeutic device solely for adults aged 22 years and older who have been diagnosed with IBS as well as general information purposes.

The Website and Mobile Apps may include content provided by third parties, including, other users, bloggers, educators, healthcare providers, researchers, and the like. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the author. We are not responsible or liable for the content or accuracy of any materials authored by any third parties.

Also, we have the right to disable any username, password, or other identifier at any time in our sole discretion if, in our opinion we believe, these Terms of Use or our Privacy Policy have been violated.

Disclaimers

Your use of the Website and/or Mobile Apps, its content, and any services obtained through the Website , including that which is made accessible via the Mobile Apps is at your own risk. You understand that we cannot and do not guarantee that files you download from the internet or the Website and/or Mobile Apps will be free of viruses or other destructive code. To the maximum extent permitted by applicable law, the Website and Mobile Apps are provided “as is” and “as available,” with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect thereto, either express, implied, or statutory, including, but not limited to, implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and noninfringement. We do not guarantee, in writing or verbally, that the functions will meet your requirements, that any service will be uninterrupted or error-free, or that defects will be corrected. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply.

Website and Mobile App Changes, Maintenance, Availability

We will be revising these Terms of Use from time-to-time. All changes are effective immediately when we post them and apply to all access and use of the Website and/or Mobile Apps after that.

If you continue to use the Website and/or Mobile Apps, and Mahana’s Program, after we post the revised Terms of Use, this means that you accept and agree to the changes. You are expected to check this page periodically so you’re aware of any changes because they are legally binding on you. We recommend checking the Effective Date of our Terms of Use each time you access the Website or Mobile Apps, and reread the terms if the effective date had been updated since last you checked.

We will do scheduled system maintenance from time-to-time. During this time, updates to the Website and/or Mobile Apps, or parts of the Website and/or Mobile Apps, may be unavailable. We may need to do emergency maintenance at other times in the event of system failure. You specifically acknowledge that outage and downtime may occur. Use of our Website and/or Mobile Apps is void where prohibited by regulation.

In our sole discretion without notice to you, we reserve the right to withdraw or amend this Website, update the Mobile Apps, or modify Mahana’s Program. We will not be liable if all or any part of the Website and/or Mobile Apps is unavailable at any time, for any reason.

Monitoring, enforcement, and termination

In our sole discretion, we have the right to: remove or refuse access if any user:

Violates the Terms of Use, including the Privacy Policy
Infringes any intellectual property right or other right of any person or entity
Threatens the personal safety of the Website and/or Mobile App users or the public
Violates Privacy Laws
Or displays a potential of creating liability for Mahana

Mahana may:

Take appropriate legal action for any illegal or unauthorized use of the Website and/or Mobile Apps or Mahana’s Programs and Services, including without limitation, referral to law enforcement
Terminate or suspend your access to all or part of the Website, Mobile Apps or Mahana’s Program for any violation of these Terms of Use

Without limiting what’s stated above, we have the right to fully cooperate with any law enforcement authorities, regulatory agencies, and administrative or court orders that request or direct us to share the identity or other information of anyone posting any materials on the Website and/or Mobile Apps.

Waivers and Protections

You waive and hold harmless Mahana and its licensees from any claims that result from any action Mahana and/or its licensees take: (1) during, or as a result of its investigations; or (2) as a consequence of investigations or other actions by Mahana, law enforcement, regulatory agencies, or private parties.

Intellectual property rights

Mahana’s Program, its Website and/or Mobile Apps including without limitation, all information, software, text, displays, images, video and audio, and the design, selection and arrangement are owned or controlled by Mahana, its licensors or other providers of such material and protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Under no circumstances may the name Mahana or any of Mahana’s proprietary tools or services be used in any advertising or publicity without the express prior written permission of Mahana.

If you print, copy, change, download, use, or provide any other person or entity with access to any part of the Website, the Mobile Apps, or Mahana’s Program in violation or breach of these Terms of Use, your right to use Mahana’s Program will end immediately and you must, at our option, return or destroy any copies of the materials you have made.

All rights not expressly granted are reserved by Mahana. No right, title, or interest in or to the Website, the Mobile Apps, or any content on the Website, or Mobile Apps is transferred to you. Any use of the Program, Website or Mobile Apps that are not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

as well as Mahana’s Program, Mahana IBS are trademarks of Mahana and includes: the Mahana IBS name, Mahana’s name, and all related names, logos, product and service names, designs, tag-lines, and slogans. You must not use these without the prior written permission of Mahana.

Acknowledgement regarding text messages

To the extent the Website, Mobile Apps or related services enables you to send or receive text messages, the standard text messaging rates or other carrier charges may apply.

Limitation of liability

We will not be liable for any loss or damage caused by:

A distributed denial-of-service attack
Viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website and/or Mobile Apps or any services or items you get through the Website and/or Mobile Apps, or to your downloading of any material posted on it, or on any Website and/or Mobile App linked to it

In no event will Mahana, its affiliates, or their licensors, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use the website and/or Mobile Apps, any websites or apps linked to it, any content on the website, mobile apps or such other websites or apps, or any services or items obtained through the website, mobile apps or such other websites or mobile apps. This also includes any direct, indirect, special, incidental, consequential or punitive damages, including, but not limited to: personal injury, pain and suffering, emotional distress, loss of revenue, profits, income, goodwill, or data, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

Some geographies do not allow the limitation of liability or exclusion of certain damages, so this limitation may not apply.

Indemnification

If you violate these Terms of Use or have any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees due to your use of the Website and/or Mobile Apps including, but not limited to, your User Contributions, any use of the Website’s, or Mobile Apps’, content, and Mahana’s Program, you agree to defend, indemnify and hold harmless Mahana, its affiliates, licensors and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns.

Governing law and jurisdiction

All matters relating to the Website, Mobile Apps and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Regardless of the foregoing, federal law may apply where applicable and as is available based on claims.

Amendments

Any amendments to and waivers under these Terms of Use shall only be valid if in writing and signed by an authorized officer of Mahana.

Waiver and Severability

No waiver by Mahana of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Mahana to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provision of the Terms of Use will continue in full force and effect.

Arbitration agreement

You expressly agree that you will submit any dispute(s) arising from the use of these Terms of Use, the Website, or the Mobile Apps, including their interpretation, violation, invalidity, non-performance, or termination, to binding arbitration under the rules of arbitration of the American arbitration association applying California law and holding the arbitration in Santa Clara County, regardless of conflicts of law principles.

Technical requirements:

Requires a stable internet connection.

This Website and the Mobile Apps are managed by Mahana Therapeutics Inc., 201 Mission St, Suite 1200, San Francisco, CA 94105. Please direct all feedback, requests for technical help, and other communications about the Website and/or Mobile Apps to: support@mahanatherapeutics.com. And again, we take your privacy seriously. Please consult Mahana’s Privacy Policy for details.

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Mahana Therapeutics, Inc.

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