Conditions of Use

or the App that all the information you provide on the Websites and the App is correct, current and complete. You agree that all information you provide to register with the Websites, or App, or otherwise, including but not limited to through the use of any interactive features on either of the Websites or the App, is governed by our Privacy Policy, found here, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to any of the Websites or App, or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer or device so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

INTELLECTUAL PROPERTY RIGHTS

The Websites, App, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Websites and the App for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Websites and App, except as follows:

• Your computer or device may temporarily store copies of such materials in RAM incidental to your accessing and view those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

• You may print or download one copy of a reasonable number of pages of the Websites or the App for your own personal, non-commercial use and not for further reproduction, publication or distribution.

• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

• If we provide social media features through apps or sites such as Facebook, Twitter, YouTube and Instagram with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from the Websites or App.

• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Websites or App.

You must not access or use for any commercial purposes any part of the Websites or the App, or any services or materials available through the Websites or the App.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Websites or the App in breach of the Terms of Use, your right to use the Websites and the App will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Websites and App, or any content on the Websites or App is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of either of the Websites or the App 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

The Company name, the terms Modius, Modius Health, Neurovalens, Careable Technology, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Websites and the App are the trademarks of their respective owners.

PROHIBITED USES

You may use the Websites and App only for lawful purposes and in accordance with these Terms of Use. You agree not to use any of the Websites or App:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the

UK, EU, U.S. or other countries).

• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Websites or App, or which, as determined by us, may harm the Company or users of the Websites or App or expose them to liability.

Additionally, you agree not to:

• Use the Websites or App in any manner that could disable, overburden, damage, or impair the Sites or App, or interfere with any other party’s use of the Websites or App, including their ability to engage in real time activities through the Websites or App.

• Use any robot, spider or other automatic devices, process or means to access the Websites or App for any purpose, including monitoring or copying any of the material on the Websites or App.

• Use any manual process to monitor or copy any of the material on the Websites or App, or for any other unauthorized purpose without our prior written consent.

• Use any device, software or routine that interferes with the proper working of the Websites or App.

• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Websites or App, the server on which the Websites are stored, or any server, computer, device, or database connected to the Websites or App.

• Attack the Websites or App via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise, attempt to interfere with the proper working of the Websites or App.

USER CONTRIBUTIONS

The Websites or App may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Websites or App.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to any of the Websites or App will be considered non-confidential and non-proprietary. By providing any User Contribution on any of the Websites or App, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Websites or App.

MONITORING AND ENFORCEMENT; TERMINATION

We have the right to:

• Edit, remove or refuse to post any User Contributions for any or no reason in our sole discretion.

• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Websites or App or the public or could create liability for the Company.

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Websites or App.

• Terminate or suspend your access to all or part of the Websites or App for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Websites or App. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Websites or App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.

CONTENT STANDARDS

These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote or assist any unlawful act.

• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

• Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

COPYRIGHT INFRINGEMENT

If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

RELIANCE ON INFORMATION POSTED

The information presented on or through the Websites or App is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites or App, or by anyone who may be informed of any of its contents.

The Websites and App may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

CHANGES TO THE WEBSITES AND APP

We may update the content on any of the Websites or App from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Websites or App may be out of date at any given time, and we are under no obligation to update such material.

INFORMATION ABOUT YOU AND YOUR VISITS TO THE WEBSITES OR ACCESS OF THE APP

All information we collect on the Websites or App is subject to our Privacy Policy, found here. By using any of the Websites or App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

ONLINE PURCHASES AND OTHER TERMS AND CONDITIONS

All purchases through www.modiushealth.com or other transactions for the sale of goods formed through the Websites or App, or as a result of visits made by you are governed by our Terms of Sale, which is hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services or features of the Websites and App. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

LINKING TO THE WEBSITES AND SOCIAL MEDIA FEATURES

You may link to the App, or to the homepage on www.modiushealth.com or modius.life, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

The Websites and App may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Websites or App.

• Send e-mails or other communications with certain content, or links to certain content, on the Websites or App.

• Cause limited portions of content on the Websites or App to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.

• Cause any of the Websites or App, or portions of it, to be displayed or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

• Link to any part of the Websites other than the homepage.

• Otherwise, take any action with respect to the materials on the Websites that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

LINKS FROM THE WEBSITES AND APP

If any of the Websites or App contains links to other sites, apps, and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites, apps, or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or apps linked to our Websites or App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or apps.

GEOGRAPHIC RESTRICTIONS

The Company is based in the United Kingdom, and some of the Company’s web services are based in the state of Delaware in the United States. We make no claims that any of the Websites or App, or any of its content is accessible or appropriate in any particular country or jurisdiction. Access to the Websites and App may not be legal by certain persons or in certain countries. If you access the Websites and App from outside of their country or countries of operation, you do so on your own initiative and are responsible for compliance with local laws.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, or the Websites, or the App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Sites and App for any reconstruction of any lost data. 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 DEVICE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY OF THE WEBSITES OR APP, OR ANY SERVICES OR ITEMS OBTAINED

THROUGH ANY OF THE WEBSITES OR APP, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF ANY OF THE WEBSITES OR APP, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR APP IS AT YOUR OWN RISK. ANY OF THE WEBSITES OR APP, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITES AND APP. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT ANY OF THE WEBSITES OR APP, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR APP WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT ANY OF OUR SITES OR APP OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITES OR APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR APP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, 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, ANY OF THE WEBSITES OR APP, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR APP OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR APP OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of any of the Websites or App, including, but not limited to, your User Contributions, any use of Website or App content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from either of the Websites or the App.

GOVERNING LAW AND JURISDICTION