Platform Terms of Service

Welcome to Meira. These Platform Terms of Service (these "Terms") govern your access to and use of the Meira platform operated by 2460 Health Tech, Inc., a Delaware corporation ("2460 Health Tech," "we," "us," or "our"). By creating an account or otherwise accessing the platform, you agree to be bound by these Terms. If you do not agree, do not access or use the platform.

1. Account Creation

You must provide accurate information when creating your account. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You must be at least eighteen (18) years old to use the platform. You agree to notify us immediately of any unauthorized use of your account.

2. Acceptable Use

You agree not to:

• Provide false or misleading information about your identity, credentials, or qualifications.
• Use the platform for any unlawful purpose or in violation of any applicable regulation.
• Attempt to gain unauthorized access to other users' accounts or to platform systems.
• Scrape, harvest, or collect information from the platform by automated means without our prior written consent.
• Interfere with or disrupt the platform's operation or security.
• Transmit malicious code, spam, or unsolicited communications.

3. Community Standards

The platform connects healthcare professionals with organ procurement organizations. All users are expected to maintain professional conduct, respect the privacy and confidentiality of others, and engage in good faith. Harassment, discrimination, and misrepresentation are prohibited and may result in account suspension or termination.

4. Privacy

Your use of the platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. We collect and process personal information as described in the Privacy Policy.

5. Intellectual Property

The platform, including its design, features, and content (excluding user-submitted data), is the property of 2460 Health Tech, Inc. and is protected by intellectual property laws. You retain ownership of content you submit but grant 2460 Health Tech a non-exclusive, worldwide, royalty-free license to use, display, and process such content as necessary to provide platform services.

6. Provisional Access

Accepting these Terms grants you provisional access to explore the platform. Certain features and actions require completion of additional agreements and verifications. No warranties are made regarding the availability or suitability of opportunities found through provisional access.

7. Relationship to Other Agreements

These Terms are the base agreement governing all platform access. They are supplemented by, and do not replace, the following agreements when applicable:

• Independent Donation and Transplant Professional Agreement (IDTPA). Governs an Independent Donation and Transplant Professional (IDTP), engaged as an independent contractor, in their use of the platform to find, accept, and be compensated for clinical assignments. Required before accepting any Assignment.
• OPO Framework Agreement (OFA). Governs an OPO's use of the platform to post assignments, engage IDTPs, and process payments. Required before posting any Assignment.
• Direct Engagement Agreement (DEA). Generated and confirmed by both parties for each accepted Assignment. Documents the direct engagement between OPO and IDTP.
• Assignment Confirmation. The immutable record generated upon DEA acceptance, documenting the assignment-specific terms.
• Business Associate Agreement (BAA). Governs HIPAA compliance between 2460 Health Tech and OPOs. Required before any exchange of Protected Health Information.

Depending on user type and applicable law, additional consents and authorizations are required, including:

• E-SIGN Consent (ESIGN-v1.2). Electronic signature and records consent, required before account creation.
• SMS Communications Consent (TCPA-v1.2). Required before any SMS, transactional only, STOP opt-out enforced.
• FCRA Background Check Disclosure (FCRA-v1.2). For IDTPs, required before any background check.
• Insurance Program Enrollment Acknowledgment (IPEA-v1.2). For IDTPs, required before first Assignment, acknowledging coverage under 2460 Health Tech's blanket professional liability policy.

These are presented at the appropriate point in account creation and onboarding. In the event of conflict between these Terms and any supplemental agreement, the supplemental agreement controls with respect to its subject matter.

8. Independent Status

2460 Health Tech operates a technology platform that facilitates connections between organ procurement organizations and independent healthcare professionals. 2460 Health Tech is not a staffing agency. IDTPs are independent contractors, not employees of 2460 Health Tech. 2460 Health Tech does not employ IDTPs, does not direct IDTP clinical work, does not set Assignment rates, and does not provide clinical services. Each accepted Assignment is governed by a Direct Engagement Agreement constituting a direct engagement between the OPO and the IDTP. Nothing in these Terms or any supplemental agreement creates an employer-employee, partnership, joint venture, or agency relationship between 2460 Health Tech and any user.

9. Payment Processing

Payment processing and money transmission are handled by third-party payment processors, including Stripe Connect Express. 2460 Health Tech does not act as a money transmitter and does not custody user funds. Specific payment terms, fee structures, and timing are set forth in the OPO Framework Agreement and Independent Donation and Transplant Professional Agreement, as applicable. 2460 Health Tech is not responsible for delays, errors, or failures attributable to a third-party payment processor or to user-provided banking information.

10. Limitation of Liability

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 2460 HEALTH TECH, INC. SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU TO 2460 HEALTH TECH, INC. IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THIS LIMITATION DOES NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, OR TO THE EXTENT A SUPPLEMENTAL AGREEMENT GOVERNING A SPECIFIC SUBJECT MATTER PROVIDES A DIFFERENT LIMITATION.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising under these Terms that is not subject to a separate arbitration or dispute resolution provision in a supplemental agreement shall be resolved exclusively in the state or federal courts located in New Castle County, Delaware. Each party consents to personal jurisdiction in such courts.

12. Modifications

We may update these Terms from time to time. Material changes will be communicated by email or in-platform notification at least fourteen (14) days before taking effect. Continued use of the platform after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may close your account before the effective date.

13. Contact

Questions about these Terms may be directed to legal@meira.life.