Founding Circle Agreement | CalorieScience

FOUNDING CIRCLE AGREEMENT

By accessing, registering for, or otherwise using the Platform, or participating in the Programme, the Practitioner agrees to be bound by this Founding Circle Agreement (Agreement) and all documents incorporated by reference, including the Company's Data Processing Agreement ("DPA"), Privacy Policy, and any additional policies, notices, or programme documentation made available on the website by the Company from time to time. Where any part of the Agreement is modified in accordance with the terms of the Agreement, the Agreement shall be enforceable in its modified form.

IF YOU DO NOT AGREE, PLEASE DO NOT USE THE WEBSITE/ APPLICATION/ SERVICES.

Welcome to our website ([•]), (hereinafter referred as “Website” or “Site”) and a web application ([•]) (hereinafter referred to as “Platform”).

The Platform is to provide you (“Practitioner”) with an online platform to interact with their Clients.

The Platform is owned and operated by CalorieScience Healthtech Pte. Ltd., a company incorporated under the laws of Singapore having its registered office at 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore 068914 (herein after referred as “Company”)

Company and Practitioner are hereinafter collectively referred to as "Parties" and individually as "Party".

WHEREAS

The Company has developed and is continuing to develop a nutrition practice management, meal planning, client engagement, laboratory report analysis, biomarker tracking, and related health technology platform (the "Platform");
The Company wishes to make the Platform available to a limited number of qualified practitioners through an invitation-only early access programme known as the Company Founding Circle Programme (the "Programme") for the purposes of product evaluation, practitioner-led validation, workflow testing, and feedback-driven development;
The Practitioner is a [nutritionist/dietitian/wellness practitioner/healthcare professional] who wishes to participate in the Programme and evaluate the Platform in a professional capacity (hereinafter referred as Participant);
The Parties acknowledge that the Platform is a pre-release product, therefore, certain features may be experimental, and that functionality, workflows, algorithms, artificial intelligence features, reports, recommendations, and outputs may be modified, enhanced, suspended, or removed during the Programme;
The Parties wish to establish the terms and conditions governing the Participant's access to and use of the Platform, participation in the Programme, and related rights and obligations;

NOW THEREFORE in consideration of the mutual covenants, representations, terms and conditions contained herein, and other good and valuable consideration, sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

SCOPE OF AGREEMENT

Purpose

This Agreement governs the Participant's participation in the Company Founding Circle Programme ("Programme"), including access to and use of the Company platform, participation in product testing and validation activities.

Programme Scope

The Programme is intended to provide selected Participants with early access to the Platform and related services for evaluation, testing, validation, and professional use. The Platform may include, without limitation: client management functionality; appointment scheduling; questionnaires and assessments; meal planning tools; recipe and template management; laboratory report management; biomarker tracking and analysis; artificial intelligence and automated processing features; reporting and analytics functionality; client communication tools; and companion applications or related services. The engagement of the Participant and Company is on a non-exclusive basis.

Beta and Development Environment

The Participant acknowledges that the Platform is a pre-release product and that features, functionality, workflows, outputs, interfaces, algorithms, artificial intelligence capabilities, integrations, and supporting services may be modified, enhanced, restricted, suspended, or discontinued during the Programme without prior notice. Service level or uptime commitments, or performance assurances or warranty shall not apply during Programme. The Platform may contain defects, interruptions, inaccuracies, bugs and other errors. Participants shall not rely upon Platform as the sole basis for their clinical, nutritional, healthcare or professional decisions.

PROGRAMME

The Participant is invited to participate in the Founding Circle Programme ("Programme"), an invitation-only early access programme designed to support product testing and evaluation; practitioner-led validation; workflow assessment and optimisation; feature testing; and feedback-driven product development.
Participation in the Programme is conditional upon active engagement with the Platform and the provision of reasonable, constructive, and timely feedback to assist the Company in improving the Platform. The Company may modify, expand, restrict, suspend, or discontinue any aspect of the Programme during its operation.

Subject to the Participant's compliance with this Agreement, the Company shall provide the Participant with complimentary access to the Platform for a period of three (3) months commencing on the date the Participant is successfully onboarded to the Platform ("Complimentary Period").
Upon expiry of the Complimentary Period, the Participant shall be eligible to continue using the Professional Plan at the discounted subscription fee specified in Clause 3.2, subject to the Participant maintaining continuous eligibility for the Lifetime Pricing benefit.

FOUNDING CIRCLE BENEFITS

Founding Access

The Founding Circle benefits are offered on a limited basis and are personal to the Participant.
Access to the Platform remains subject to the Company's General terms and Conditions, Privacy Policy, acceptable use requirements, and any other policies made available to Participants from time to time.

Subscription Fees and Billing

Upon expiry of the Complimentary Period, the Participant may elect to continue using the Platform by subscribing to the Professional Plan.
If the Participant elects to continue, the subscription shall commence for an initial term of one (1) year and shall automatically renew for successive one (1) year terms.
Subscription fees shall be invoiced and payable quarterly in advance in accordance with the applicable subscription plan and pricing terms. The Participant shall be charged a subscription fee of USD 18 (eighteen United States Dollars) per month for Professional Plan, billed quarterly in advance at a fee of USD 54 (fifty-four United States Dollars) per billing cycle.
The Participant authorizes the Company and its payment service providers to charge the applicable subscription fees using the payment method designated by the Participant.
The Participant is responsible for maintaining accurate and up-to-date payment information at all times.
Any taxes, duties, levies, withholding taxes, GST, VAT, sales taxes, or similar governmental charges applicable to the subscription shall be borne by the Participant, except for taxes imposed on the Company's income.

Refund Policy

The Participant may request a refund within seven (7) calendar days following the first paid billing event after the Complimentary Period.
Upon approval of a valid refund request made within the period specified above, the Company shall refund the subscription fee paid by the Participant and may terminate or suspend access to the paid subscription features.
Except as expressly provided in this Clause or as required by applicable law, all subscription fees are non-refundable and non-creditable.
No refunds shall be provided for partial subscription periods, unused services, changes in usage requirements, or failure by the Participant to utilize the Platform.

Lifetime Pricing Benefit

Subject to this Agreement, the Participant shall be entitled to subscribe to the Professional Plan at the discounted rate of USD 18 per month ("Lifetime Pricing").
For purposes of this Agreement, "Lifetime Pricing" means pricing that remains available to the Participant for so long as the Participant maintains an active and uninterrupted subscription in accordance with this Agreement. Lifetime Pricing does not mean access for the lifetime of the Participant or the lifetime of the Company.
The Company shall not increase the subscription fee applicable to a Participant enjoying Lifetime Pricing solely on account of future changes in the Company's standard pricing plans, subscription tiers, inflation adjustments, or general pricing revisions.
The Participant acknowledges that the Company may introduce new products, plans, features, services, enterprise offerings, premium functionality, or subscription tiers from time to time, and Lifetime Pricing shall apply only to the Professional Plan and the features included within such plan as generally made available to subscribers of that plan.

Conditions for Retention of Lifetime Pricing

The Participant shall retain eligibility for Lifetime Pricing only if:

the subscription remains continuously active without any termination or cancellation;
the subscription fee is continuously paid in time or within a grace period of up to seven (7) days in the event of temporary payment failures.
all undisputed subscription fees are paid on or before the applicable due dates;
the Participant complies with this Agreement and all applicable Platform policies;
the Participant does not engage in fraudulent, abusive, deceptive, unlawful, or unauthorized use of the Platform;
the Participant maintains only one Founding Circle subscription account unless otherwise expressly approved by the Company in writing.

Revocation of Lifetime Pricing

The Company may revoke the Participant's entitlement to Lifetime Pricing only upon the occurrence of one or more of the following events:

a breach of this Agreement by the Participant that remains uncured for thirty (30) days following written notice from the Company, where such breach is capable of cure except non-payment of subscription fee within due date;
fraud, misrepresentation, identity theft, payment fraud, chargeback abuse, or other dishonest conduct by the Participant;
misuse of the Platform, including unauthorized access, attempts to circumvent technical restrictions, security violations, scraping, reverse engineering, automated abuse, or use in violation of applicable law;
non-payment of subscription fee for a period exceeding seven (7) days after the applicable payment due date;
voluntary cancellation or termination of the subscription by the Participant;
transfer, assignment, resale, sharing, sublicensing, or unauthorized commercial exploitation of the Founding Circle benefits.
Upon revocation of Lifetime Pricing, the Participant may continue using the Platform only by subscribing at the Company's then-current standard pricing applicable to the selected plan.

Non-Transferability

The Founding Circle benefits and Lifetime Pricing entitlement are personal to the Participant and may not be assigned, transferred, sold, sublicensed, shared, pledged, inherited, or otherwise disposed of without the Company's prior written consent. Any attempted transfer in violation of this Clause shall be null and void and may result in termination of the applicable benefits.

Modification or Discontinuation of Platform

Nothing in this Agreement shall restrict the Company's ability to modify, improve, replace, discontinue, or evolve the Platform, its technology, features, integrations, user interface, functionality, or service offerings from time to time.
Provided that the Participant remains eligible for Lifetime Pricing, the Company shall continue to make available a Professional Plan subscription at the applicable Lifetime Pricing rate, or a substantially equivalent successor plan, unless continued provision becomes impossible due to legal, regulatory, technical, or operational reasons beyond the Company's reasonable control.

ACCESS TO THE PLATFORM

Subject to compliance with this Agreement, Company grants the Participant a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform, Documentation, and applicable Services during the Term solely for the Participant's internal professional purposes.
The Participant acknowledges that the Platform is provided as a hosted software-as-a-service offering and that no ownership rights in the Platform, software, source code, algorithms, artificial intelligence models, or related technology are transferred to the Participant under this Agreement.
Company may modify, update, enhance, replace, suspend, or discontinue any aspect of the Platform or Services in accordance with this Agreement.

PARTICIPATION OBLIGATIONS

As a condition of participation in the Programme, the Participant agrees to:

(a) actively evaluate and use the Platform in a professional capacity; (b) provide reasonable, honest, constructive, and timely feedback regarding the Platform, its functionality, workflows, usability, performance, and user experience; (c) report material bugs, defects, inaccuracies, security concerns, or usability issues identified during use of the Platform; (d) participate in reasonable product validation, testing, surveys, interviews, demonstrations, or feedback activities requested by the Company from time to time; (e) provide accurate information when engaging with the Programme; and (f) comply with this Agreement and all applicable Platform policies.

The Participant may provide suggestions, comments, recommendations, enhancement requests or other feedback relating to the Services ("Feedback"). The Participant acknowledges that the Programme is collaborative in nature and that meaningful engagement and Feedback form an important part of participation in the Programme. The Participant grants the Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, modify, commercialise and incorporate Feedback into the Services, Platform and the Company's business operations without restriction or compensation.
The Company may suspend, restrict, or terminate participation in the Programme where the Participant (a) remains inactive for an extended period of 7 days ; (b) fails to meaningfully engage with the Programme over a reasonable period; (c) breaches this Agreement or any applicable Platform policy; (d) misuses the Platform; (e) engages in unlawful, fraudulent, abusive, or unethical conduct; or (f) acts in a manner materially inconsistent with the objectives of the Programme.

The Company shall act reasonably and in good faith when exercising its rights under this Clause.

GENERAL TERMS AND CONDITIONS

The Parties agree to the General Terms and Conditions as specified under Annexure I of this Agreement. In the event of conflict between General Terms and Conditions and this Agreement, this Agreement shall prevail solely in relation to the Programme.

TERM

This Agreement shall come into force on the Effective Date and shall continue to be valid and in full force and effect till the expiry of the Complimentary Period or Subscription Term(s), whichever is later, unless explicitly terminated earlier as set forth in this Agreement or Annexure I.
This Agreement shall automatically expire at the end of the Complimentary Period unless the Participant affirmatively elects to continue by subscribing to the Professional Plan. The Participant may terminate this Agreement by providing written notice of their intent to not continue with the Programme at least seven (7) days prior to the expiry of the Complimentary Period.
In the event the Participant does not elect to subscribe to the Professional Plan by the end of the Complimentary Period, the Company shall delete all Practitioner Content, Subscriber Data, Client Records provided by or received on behalf of such Participant within 90 days from such termination or expiry of Complimentary Period.

THIS AGREEMENT WAS ELECTRONICALLY ACCEPTED BY [NAME] ON [DATE].

Annexure I

General Terms and Conditions

DEFINITIONS

In this Agreement, unless the context otherwise requires, the following capitalized words and expressions shall bear the meaning ascribed to them herein below:

"Derived Data" means any aggregated, anonymised, de-identified, statistical, analytical, benchmarking, usage, performance, diagnostic, telemetry, system-generated or other data, insights, reports, models, trends or information derived from or generated through the use of the Services, provided that such data does not identify, and cannot reasonably be used to identify, any Subscriber, Client, Authorised User or individual.
"AI Features" means artificial intelligence, machine learning, automated recommendation, automated content generation, predictive analytics, automated workflow, natural language processing, and related functionalities made available through the Platform.
"Authorised User" means any employee, contractor, practitioner, staff member, administrator or other person authorized by Subscriber to access or use the Services.
"Beta Feature" means any feature, functionality, integration, module, workflow, report, algorithm, recommendation engine or service designated by Company as beta, preview, experimental, pilot, testing, evaluation, early access or similar status.
"Client" means a patient, customer, consumer, member, participant, or other individual receiving services from Subscriber.
"Client Records" means questionnaires, assessments, intake forms, health information, meal plans, communications, appointments, documents, measurements, progress data, notes, reports, and other information maintained through the Platform in relation to a Client.
“Company” means CalorieScience Healthtech Pte. Ltd.
"Effective Date" means the date on which this Agreement is accepted, executed, or otherwise becomes binding on the Parties.
"Order Form" means any order form, pricing page, onboarding document, subscription confirmation or similar document pursuant to which Subscriber purchases access to the Services.
"Personal Data" means information relating to an identified or identifiable natural person and includes any equivalent concept under applicable privacy laws.
"Platform" means Company's software-as-a-service platform and associated websites, applications, APIs, mobile applications, dashboards, interfaces, databases, documentation, content and related services.
"Practitioner Content" means any questionnaires, assessments, meal plans, recipes, templates, workflows, educational materials, reports, and other content created, uploaded, submitted or otherwise made available by or on behalf of a Practitioner or its Authorised Users through the Platform, but excludes Client Records, Subscriber Data, Company Content, Derived Data and other intellectual property owned or controlled by Company.
"Privacy Policy" means the privacy policy published by Company and updated from time to time, describing how personal data is collected, used, disclosed, stored, and otherwise processed in connection with the Services.
"Public Content" means Practitioner Content that a Subscriber submits or designates for publication, sharing or use by other Subscribers through the Platform following approval by the Company.
"Company Content" means the Platform, software, documentation, templates, questionnaires, assessments, workflows, reports, forms, educational materials, recipes, meal plan frameworks, artificial intelligence prompts, scoring methodologies, algorithms, models, designs, user interfaces, know-how, and all other content, materials, technology and intellectual property developed, owned, licensed or provided by Company, including any modifications, enhancements, updates, derivative works or improvements thereto.
"Services" means the Platform and all related services, features, modules, functionality, applications, tools, integrations, artificial intelligence capabilities, companion applications, updates, enhancements, and other services made available by Company to the Subscriber under this Agreement, as may be modified from time to time.
“Subscriber” shall mean the Practitioner.
"Subscriber Data" means all information uploaded, submitted, stored, transmitted or otherwise provided by Subscriber, Authorized Users, Clients or other end users through the Platform.
"Third-Party Services" means third-party software, applications, APIs, payment processors, communication services, AI providers, video conferencing services, databases, hosting providers and other third-party services integrated with or accessible through the Platform.
"Virus" means any software, code, program, file, script, device, or other malicious or harmful component designed to interfere with, disrupt, damage, impair, gain unauthorised access to, or otherwise adversely affect the operation, security, reliability, or performance of any software, hardware, system, network, data, or telecommunications service, including viruses, worms, Trojan horses, ransomware, spyware, malware, logic bombs, or similar items.
“Software Solutions” means the object code version of any software to which Practitioner is provided access by the Company as part of the Service, including any updates or new versions or patches or bug fixes.
"Documentation" means the user guides, online help materials, release notes, training materials, technical documentation, policies, and other materials made available by Company from time to time describing the Services and their permitted use.

Interpretation

Clause, Schedule, and paragraph headings are included for convenience only and shall not affect the interpretation of this Agreement.
A reference to a person includes any individual, partnership, firm, company, corporation, association, organization, governmental authority, trust, or other legal entity.
A reference to any statute, legislation, regulation, or statutory provision includes any amendment, modification, extension, re-enactment, consolidation, replacement, or subordinate legislation made under it.
A reference to writing or written includes email, electronic communications, digital records, electronic signatures, and information recorded in electronic, audio, video, or other digital form.
References to Clauses and Schedules are references to the clauses and schedules of this Agreement and references to paragraphs are references to the relevant paragraph of the applicable Schedule.

SERVICES

Subject to the terms of this Agreement, Company shall make the Services available to Subscriber during the Subscription Term.
Subscriber acknowledges that certain functionality may be provided through Third-Party Services, may vary across jurisdictions, or may be offered as Beta Features. The Company may modify, improve, replace, suspend or discontinue any feature of the Services from time to time.
The Company may update the Services at any time to improve functionality, performance or security, address technical issues, or comply with applicable law.

SUBSCRIPTION RIGHTS

Subject to this Agreement, the Company grants the Subscriber a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services during the Subscription Term solely for its internal business purposes. The Subscriber may permit Authorized Users to access the Services, provided it remains responsible for all acts and omissions of such Authorized Users.

The Subscriber shall not copy, modify, distribute or create derivative works of the Platform except as expressly permitted under this Agreement, reverse engineer, decompile or attempt to discover the source code, access the Services to develop a competing product or service, circumvent security measures, interfere with the operation of the Platform, or use the Services in violation of applicable law.

The Company may suspend access to the Services where reasonably necessary to protect the security, integrity or operation of the Platform, investigate suspected misuse, comply with applicable law, or prevent harm to the Company, other subscribers or any third party.

The Company may designate certain functionality as Beta Features. Beta Features are provided on an "as available" basis and may be modified, suspended or discontinued at any time.

SUBSCRIBER RESPONSIBILITIES

The Subscriber is solely responsible for all professional, healthcare, nutritional, wellness, coaching, consulting, advisory and other services provided to Clients. The Company provides technology services only and does not provide healthcare, nutrition, medical, clinical, counselling, coaching or other professional services.

The Subscriber shall have all licences, registrations, certifications, qualifications, approvals and consents required under applicable law and comply with all applicable laws, regulations and professional standards. The Company shall have no obligation to verify the qualifications, licensing status or competence of any Subscriber.

The Subscriber is solely responsible for the accuracy, completeness, legality and use of all Subscriber Data, Client Records, Practitioner Content and communications sent through the Services, and for independently reviewing and validating any reports, recommendations, analyses, alerts, assessments, meal plans, AI-generated outputs or other content generated through the Services before providing or relying upon them in connection with Client services.

The Subscriber shall maintain appropriate account security measures, remain responsible for all activities conducted through its account, and use the Services only in accordance with this Agreement and applicable law.

The Subscriber acknowledges that all relationships with Clients are solely between the Subscriber and the relevant Client and that the Company acts solely as a technology provider.

FEES AND PAYMENT

The Subscriber shall pay the fees specified in the applicable Order Form, pricing plan, checkout page or other purchasing documentation ("Fees"). Unless expressly stated otherwise, all Fees are payable in advance, non-refundable and exclusive of applicable taxes.

The Subscriber authorises the Company and its designated payment processors to charge all Fees, taxes and applicable charges using the payment method provided by the Subscriber. Subscriptions shall automatically renew for successive periods equal to the immediately preceding subscription period unless cancelled before the applicable renewal date.

The Subscriber shall be responsible for all taxes, duties and governmental charges arising from its subscription or use of the Services, excluding taxes imposed on the Company's net income.

The Company may revise its Fees upon at least thirty (30) days' prior notice, with revised Fees applying from the next renewal period.

Payments may be processed through independent third-party providers and may be subject to their terms. The Company shall not be liable for payment failures, delays, chargebacks, reversals, processing errors or interruptions attributable to any such provider.

If any payment is overdue, declined or otherwise cannot be processed, the Company may reattempt payment, charge interest at the lower of 1.5% per month or the maximum rate permitted by law, restrict or suspend access to the Services, or terminate the subscription in accordance with this Agreement. The Subscriber shall remain responsible for all third-party charges associated with internet access, telecommunications services, payment processing, communications services and third-party integrations.

Except as expressly stated in this Agreement or required by applicable law, all Fees are non-refundable and no refunds, credits or reimbursements shall be provided for unused Services or partial subscription periods.

SUBSCRIBER DATA

The Subscriber shall have all right, title and interest in and to Subscriber Data, Client Records and Practitioner Content, including all intellectual property rights therein. Nothing in this Agreement transfers ownership of such information to the Company.

The Subscriber authorises the Company to collect, access, store, host, transmit, analyse, process and otherwise use Subscriber Data and Client Records as necessary to provide, maintain, support, secure and improve the Services, comply with applicable law, and exercise its rights and obligations under this Agreement.

The Platform may permit the creation of Client profiles and the collection of information through questionnaires, assessments, intake forms, onboarding workflows and similar functionality. The Subscriber acknowledges that such functionality is administrative in nature and does not constitute verification of information, professional advice, diagnosis, treatment, assessment or recommendation by the Company.

The Subscriber is solely responsible for the accuracy, completeness, legality and use of Subscriber Data, Client Records and Practitioner Content, obtaining all rights, permissions and consents necessary for the Company's processing of such information, and determining the appropriateness of maintaining Client Records through the Platform. The Company has no obligation to independently verify or assess such information.

Subject to the Subscriber maintaining an active subscription and complying with this Agreement, the Company shall make available functionality to export Subscriber Data in a format determined by the Company. The Company may retain Subscriber Data and Client Records during the Subscription Term and for a reasonable period thereafter for operational, security, dispute resolution, compliance and legal purposes, after which such information may be deleted in accordance with the Company's retention practices and applicable law.

The Company may collect and use technical, operational, diagnostic, usage and system-generated information relating to the Services and may create Derived Data from Subscriber Data, Client Records, Practitioner Content and Platform usage information. The Company shall own all right, title and interest in such Derived Data and may use it for analytics, benchmarking, research, reporting, trend analysis, product and feature development, testing, quality assurance, business operations, artificial intelligence or machine learning improvement, and other lawful business purposes. The Company may also generate and publish industry reports, benchmarking information and statistical insights derived from Derived Data, provided that no Subscriber, Client, Authorised User or individual is identified. The Company shall not knowingly attempt to re-identify any individual from Derived Data.

The processing of the Personal Data on behalf of the Subscriber shall be done by the Company as per applicable Data Processing Agreement. The Company shall implement reasonable administrative, technical and organisational safeguards designed to protect Subscriber Data, and the Subscriber acknowledges that no system can guarantee absolute security. Subscriber Data may be processed, stored or accessed in jurisdictions other than those in which the Subscriber or its Clients are located, subject to applicable law and the Data Processing Addendum.

PRACTITIONER CONTENT AND CONTENT LIBRARY

Subject to this Agreement, the Subscriber retains all right, title and interest in and to Practitioner Content. Nothing in this Agreement transfers ownership of Practitioner Content to the Company.

The Company Content and all intellectual property rights therein shall remain the exclusive property of the Company and its licensors. Any customisation, configuration or use of Company Content by the Subscriber shall not affect the Company's ownership rights therein.

The Subscriber grants the Company a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, transmit, display, format and otherwise use Practitioner Content as necessary to provide, operate, maintain, support, secure and improve the Services and as otherwise permitted under this Agreement.

The Subscriber may submit Practitioner Content for publication as Public Content. The Company may review such content before making it available to other Subscribers through the Platform and may approve, reject, remove or restrict access to such content in its discretion. By designating or submitting Practitioner Content as Public Content, the Subscriber grants the Company a perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free licence to host, reproduce, display, distribute, adapt, format, index, archive and otherwise make such Public Content available through the Platform. The Subscriber acknowledges that other Subscribers may access, use, adapt and incorporate Public Content into their own workflows, programmes, meal plans and client engagements. The foregoing licence shall survive termination of this Agreement with respect to Public Content made available prior to such termination.

The Subscriber is solely responsible for all Practitioner Content and Public Content submitted through the Platform, including its accuracy, completeness, legality, safety, appropriateness and compliance with applicable law. The Subscriber represents and warrants that it owns or has obtained all rights, permissions, licences, consents and authorisations necessary to submit, publish, use and share such content through the Services, that such content does not infringe any third-party rights and does not contain malicious code. The Subscriber shall remain solely responsible for any recommendations, communications, meal plans, assessments, reports or other outputs derived from or based upon such content.

Any review, moderation, approval, publication, removal or restriction of Practitioner Content or Public Content by the Company is undertaken solely for administrative, operational, technical, legal, security or content-management purposes and shall not constitute medical, nutritional, scientific, legal, regulatory or professional review, approval, endorsement, validation or certification of such content. The Company does not independently verify and makes no representation or warranty regarding the accuracy, legality, safety, effectiveness, completeness or suitability of any Practitioner Content or Public Content.

The Subscriber acknowledges that healthcare, nutritional, dietary, cultural, religious, regulatory and professional requirements may differ between jurisdictions, individuals and circumstances. The Company does not represent or warrant that any Practitioner Content or Public Content complies with the requirements of any particular jurisdiction or is suitable for any specific Client, patient or individual.

The Company may freely use and incorporate any suggestions, comments, feedback, recommendations or ideas relating to the Services, Practitioner Content or Public Content without restriction, attribution or compensation. Unless otherwise agreed in writing, the Subscriber shall not be entitled to any compensation, royalties, revenue sharing or other payment arising from the publication or use of Practitioner Content, Public Content or the exercise of rights granted under this Agreement.

INTELLECTUAL PROPERTY RIGHTS

The Services, Platform, Company Content and all intellectual property rights therein are and shall remain the exclusive property of the Company and its licensors. Except for the limited rights expressly granted under this Agreement, no right, title or interest in the Services, Platform or Company Content is transferred to the Subscriber.

As between the Parties, ownership of Subscriber Data, Client Records and Practitioner Content shall remain with the Subscriber, subject to the rights and licences granted to the Company under this Agreement.

The Company may create and use Derived Data in accordance with this Agreement and shall exclusively own all right, title and interest therein. For the avoidance of doubt, no ownership of Subscriber Data, Client Records or Practitioner Content is transferred to the Company by virtue of the creation or use of Derived Data. Derived Data shall constitute Company Content and shall not be considered Subscriber Data, Client Records or Practitioner Content. The Company shall have no obligation to return, export, provide or delete Derived Data upon termination of this Agreement, provided that such Derived Data continues to satisfy the definition of Derived Data. The Company shall also exclusively own all improvements, enhancements, modifications, derivative works, workflows, methodologies, algorithms, analytical models, recommendation systems, datasets, artificial intelligence features, software developments and other technology developed, created or improved by or on behalf of the Company in connection with the Services, Derived Data, feedback, usage patterns or operation of the Platform.

The Subscriber may provide suggestions, comments, recommendations, enhancement requests or other feedback relating to the Services ("Feedback"). The Subscriber grants the Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, modify, commercialise and incorporate Feedback into the Services, Platform and the Company's business operations without restriction or compensation.

The Subscriber grants the Company a limited, non-exclusive, royalty-free licence during the Subscription Term to use the Subscriber's name, trademarks and logos solely as necessary to provide the Services. Any public use of the Subscriber's name, logo or marks for marketing, promotional, customer-listing, testimonial or case-study purposes shall require the Subscriber's prior written consent unless otherwise agreed in writing.

Except as expressly permitted under this Agreement or applicable law, the Subscriber shall not copy, reproduce, distribute, modify, create derivative works of, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, structure or organisation of the Platform, Services or Company Content.

The Services may incorporate open-source software components. Use of such components shall be governed by the applicable open-source licence terms.

PRIVACY AND DATA PROTECTION

Except as otherwise expressly provided in this Agreement, the Subscriber determines the purposes and means of processing Subscriber Data, Client Records and Personal Data collected through the Services and shall generally act as the controller, data fiduciary, covered entity or equivalent role under applicable privacy laws. The Company provides and operates the Platform on behalf of the Subscriber and shall generally act as a processor, service provider or equivalent role under applicable privacy laws. Notwithstanding the foregoing, the Company may act as an independent controller or equivalent role with respect to Derived Data, security, fraud prevention, legal compliance, service analytics and other processing activities expressly permitted under this Agreement.

The Subscriber shall be responsible for establishing an appropriate legal basis for processing Personal Data, providing required notices, obtaining necessary consents, responding to data subject requests, determining applicable retention periods, and complying with applicable privacy and data protection laws in connection with its use of the Services.

The Data Processing Agreement shall govern the processing of Personal Data by the Company on behalf of the Subscriber. To the extent of any conflict relating to privacy or data processing matters, the Data Processing Agreement shall prevail.

The Company shall implement and maintain commercially reasonable administrative, technical and organisational safeguards designed to protect Personal Data against unauthorised access, disclosure, alteration, loss or destruction. The Subscriber acknowledges that no software platform, method of electronic transmission or method of electronic storage can guarantee absolute security.

If the Company becomes aware of a confirmed Security Incident affecting Personal Data processed on behalf of the Subscriber, the Company shall notify the Subscriber without undue delay and provide information reasonably available to the Company regarding the nature of the incident. Such notification shall not constitute an admission of fault or liability.

The Subscriber authorises the Company to engage sub-processors and to process, transfer, access and store Personal Data in jurisdictions outside the jurisdiction in which the Subscriber or its Clients are located, subject to applicable law and the Data Processing Agreement

Nothing in this Agreement restricts the Company's right to create, use, retain, disclose and otherwise exploit Derived Data in accordance with this Agreement. Derived Data shall not constitute Subscriber Data, Client Records or Personal Data attributable to any identified individual.

If Subscriber is subject to any specific obligation because of applicable healthcare privacy laws other than explicitly provided under this Agreement, such additional obligations may apply to the Company only pursuant to a separate written agreement or equivalent addendum.

HEALTHCARE AND NUTRITION DISCLAIMER

The Platform is a software-as-a-service solution designed to facilitate practice management, client engagement, scheduling, communications, invoicing, payments, document management, questionnaires, assessments, meal planning, progress tracking, analytics and related administrative and workflow functions. The Platform is not intended to replace the professional judgment of a qualified practitioner.
The Company provides technology services only and does not provide healthcare, medical, dietetic, nutritional, counselling, coaching or other professional services. The Company does not practice medicine, provide diagnoses, treatment recommendations, medical nutrition therapy or professional advice. All services provided to Clients are solely provided by the relevant Subscriber.
Any reports, analytics, templates, educational materials, recommendations, meal plans, recipes, questionnaires, assessments, communications, AI-generated outputs or other information made available through the Platform are provided solely for informational and workflow-support purposes and do not constitute medical, clinical, nutritional, healthcare or other professional advice.
The Subscriber remains solely responsible for all professional services provided to Clients, including assessments, recommendations, meal plans, nutritional guidance, clinical or professional decisions, communications, monitoring, interpretation of Client Records and compliance with applicable professional and legal obligations. The Subscriber shall exercise independent professional judgment and shall not rely solely on the Platform, AI Features or any Platform-generated output when providing services to Clients.
The Platform may generate meal plans, recipes, nutritional information, calorie calculations, assessments, reports, progress tracking information, analytics and other outputs. Such outputs are generated based on information available to the Platform and may not be suitable, complete or accurate for every individual or circumstance. The Subscriber is solely responsible for reviewing and determining the appropriateness of any such output before relying upon it or providing it to a Client.
The Platform may integrate with third-party communication or conferencing services, including services used to schedule or facilitate meetings between Subscribers and Clients. The Company does not provide telecommunications services and shall not be responsible for the availability, performance, security or operation of any third-party communication service.
The Company does not guarantee any health, nutritional, fitness, behavioural, business or client outcomes arising from use of the Platform. Individual results depend on numerous factors beyond the Company's control.

AI FEATURES, ANALYTICS AND AUTOMATED FUNCTIONALITY

The Services may include artificial intelligence, machine learning, analytics, reporting, dashboards, visualisations, alerts, notifications, workflow automation and other automated functionality ("Automated Features") to assist with meal plans, nutritional recommendations, questionnaires, assessments, communications, reporting, monitoring, trend analysis, benchmarking, workflow management and other functions designated by the Company from time to time. The Company may introduce, modify, enhance, suspend or discontinue any Automated Feature at any time.

Automated Features are provided solely as informational, administrative and workflow-support tools and are not intended to replace professional judgment. Outputs generated through Automated Features do not constitute medical, healthcare, nutritional, diagnostic, treatment, counselling, legal, regulatory or other professional advice, recommendations or conclusions.

The Subscriber shall independently review, evaluate and approve all outputs generated through Automated Features before communicating, implementing, relying upon or incorporating them into any professional service, recommendation or client interaction. The Subscriber shall not rely solely upon Automated Features when making healthcare, nutritional, treatment, referral, emergency or other professional decisions and remains solely responsible for all decisions, recommendations and services provided to Clients.

Outputs generated through Automated Features may be inaccurate, incomplete, inconsistent, outdated, inappropriate or otherwise unsuitable for a particular purpose. The Company does not warrant the accuracy, completeness, reliability, suitability, regulatory compliance or fitness for purpose of any such output and does not verify the accuracy of the underlying information used to generate it. Automated Features are provided on an "as available" and "as is" basis.

Automated Features may utilise Third-Party Services and may generate alerts, reminders, notifications, communications and automated workflow actions. The Company does not guarantee the delivery, timing, receipt, visibility, availability or accuracy of any such communication or output and shall not be responsible for delays, interruptions, delivery failures or other failures attributable to Third-Party Services or factors beyond its reasonable control.

The Company may use Derived Data, usage analytics, operational metrics, testing information and Feedback to develop, evaluate, improve, optimise and maintain Automated Features. Except as expressly permitted under this Agreement, the Company shall not use identifiable Personal Data, Client Records or Subscriber Confidential Information to train publicly available artificial intelligence models.

Unless expressly stated otherwise by the Company in writing, Automated Features are not intended to constitute a medical device, software as a medical device (SaMD), clinical decision support system, diagnostic tool, treatment tool or other regulated healthcare technology. The Subscriber shall independently determine whether any use of the Services is subject to regulatory requirements applicable to the Subscriber.

THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may integrate with or provide access to Third-Party Services. Such services are provided by independent third parties and are not owned, operated or controlled by the Company. Where the Subscriber enables or uses a Third-Party Service, the Subscriber authorises the Company to exchange information with such service as reasonably necessary for the integration to function. Use of Third-Party Services may be subject to separate terms, licences and privacy policies imposed by the applicable provider, and the Subscriber is responsible for complying with such requirements.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by or on behalf of one Party ("Disclosing Party") to the other Party ("Receiving Party"), in any form, including business, financial, commercial, technical, operational, product, security and customer information, trade secrets, software, source code, Subscriber Data, Client Records and any other information that a reasonable person would understand to be confidential by its nature or circumstances of disclosure.

Confidential Information does not include information that the Receiving Party can demonstrate: (i) was lawfully known to it without restriction before disclosure; (ii) becomes publicly available through no breach of this Agreement; (iii) is lawfully received from a third party without breach of any confidentiality obligation; or (iv) is independently developed without use of or reference to the Confidential Information.

The Receiving Party shall: (a) protect Confidential Information using at least reasonable care and no less than the care used to protect its own confidential information of a similar nature; (b) use Confidential Information solely for the purposes of this Agreement; and (c) not disclose Confidential Information except as permitted under this Agreement. The Receiving Party may disclose Confidential Information to its employees, affiliates, contractors, professional advisers and service providers who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those contained herein.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, court order or governmental authority. Where legally permitted, the Receiving Party shall provide prompt notice to the Disclosing Party to allow it an opportunity to seek protective relief.

The Company shall treat Subscriber Data and Client Records as Confidential Information of the Subscriber and shall access, use and disclose such information only as permitted under this Agreement, authorised by the Subscriber or required by applicable law.

Upon written request or termination of this Agreement, the Receiving Party shall, to the extent reasonably practicable, return or destroy Confidential Information, except to the extent retention is required by law, routine backup procedures, legal, audit, regulatory, compliance or dispute resolution requirements. Any retained Confidential Information shall remain subject to this Clause. Each Party acknowledges that unauthorised use or disclosure of Confidential Information may cause irreparable harm and that the Disclosing Party may seek injunctive or equitable relief in addition to any other available remedies.

The obligations under this Clause shall continue during the Subscription Term and for five (5) years thereafter, provided that obligations relating to trade secrets, Personal Data, Client Records and other information protected by applicable law shall continue for so long as such information remains confidential or protected by law.

REPRESENTATION, WARRANTIES AND DISCLAIMERS

Mutual Representations and warranties

Each Party represents to the other Party that

it has the requisite power and authority to execute this Agreement and to perform its obligations;
upon execution this Agreement shall constitute a legal, valid and binding contract upon it, enforceable as per the terms contained herein, subject to applicable law;
execution of this Agreement does not violate, nor is inconsistent with any provision of its charter documents, applicable law, prior contractual obligations, or any other binding agreement to which it is privy;
it or its representatives shall not act or omit to act in any manner, directly or indirectly, with or without intention, which may result in adversely affecting other Party’s reputation and future business prospects. In case of Practitioner, it should specifically mean Practitioner or its Authorised Users ability to operate as healthcare Company, incurring any disqualification under applicable law, or breach of any legal or contractual obligation;
it has secured and shall at all time during the Term maintain valid licenses under applicable law for performance of this Agreement;
the Services and/or use of Software Solutions shall be provided/carried out by appropriately qualified and trained personnel acting with due skill, care and diligence;
it has in place reasonable security and data protection practices and processes at managerial, technical, organizational and operational level to process Confidential Information and personal information under applicable law, and shall at all times ensure the adequacy of such practices so as to prevent an unauthorized disclosure or breach of applicable law;
it has not been convicted of a criminal offence; and
each of the representation and warranties are true, accurate and not misleading in any manner.

Subscriber Covenants

The Subscriber represents, warrants, and undertakes that:

all information provided to the Company under this Agreement is accurate and complete;
the Subscriber possesses all rights, licences, registrations, qualifications, authorisations, consents, and permissions to provide Subscriber Data, Client Records and Practitioner Content to the Company, that its use of the Services will comply with applicable law,
it possesses all qualifications, registrations and approvals required to provide services to Clients required under applicable law;
the Subscriber shall comply with all applicable laws, regulations, professional standards, ethical obligations, and industry requirements relevant to their use of the Platform;
the Subscriber shall obtain and maintain all permissions, consents, notices, and legal bases required for the collection, use, disclosure, and processing of client information through the Platform;

The Subscriber covenants that

the Subscriber shall ensure that all Authorised Users comply with this Agreement and shall remain responsible for their acts and omissions;
the Subscriber shall exercise independent professional judgment when using the Platform and shall not rely solely on any automated output, recommendation, analysis, interpretation, classification, alert, or other information generated through the Platform;
the Subscriber shall be solely responsible for all professional advice, recommendations, meal plans, nutrition plans, health guidance, treatment decisions, and other services provided to their clients; and
The Subscriber shall use reasonable efforts to prevent unauthorised access to the Platform and shall promptly notify the Company upon becoming aware of any actual or suspected unauthorised access, misuse, or security breach.

The Subscriber shall not, and shall not permit any Authorised User or third party to:

copy, modify, adapt, reproduce, create derivative works of, or otherwise exploit the Platform, Documentation, or Company Intellectual Property except as expressly permitted under this Agreement;
reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, underlying ideas, algorithms, models, or structure of the Platform;
access or use the Platform for the purpose of developing, competing with, or assisting any competing product or service;
sublicense, rent, lease, resell, distribute, share, or otherwise make the Platform available to any third party except as expressly permitted under this Agreement;
upload, transmit, or introduce any Virus, malicious code, or harmful material into the Platform;
use the Platform in a manner that violates applicable law or infringes the rights of any person; or
circumvent, disable, interfere with, or otherwise compromise the security, integrity, or operation of the Platform.

Company Covenants

The Company shall:

use commercially reasonable efforts to make the Platform available during the Programme;
implement reasonable technical and organisational measures designed to protect information processed through the Platform;
comply with applicable laws relating to the provision of the Platform;
use commercially reasonable efforts to address material defects, errors, or security vulnerabilities identified during the Programme; and
process personal data in accordance with the Data Processing Agreement and Privacy Policy, where applicable.

The Company warrants that during the Subscription Term the Services will substantially conform to the documentation made generally available by the Company and will be provided in a professional and workmanlike manner. The Subscriber's exclusive remedy, and the Company's sole obligation, for breach of this warranty shall be, at the Company's option, correction of the non-conformity, provision of a reasonable workaround, or, where neither is commercially reasonable, termination of the affected subscription and a refund of prepaid Fees attributable to the affected period.

The Subscriber acknowledges that the Services are continuously evolving and that the Company may modify, improve, update, replace or discontinue features from time to time, provided substantially similar core functionality continues to be made available for the applicable subscription plan. Beta Features are provided on an experimental basis and Third-Party Services are provided by independent providers. The Company does not warrant that Beta Features or Third-Party Services will be uninterrupted, error-free, continuously available or suitable for any particular purpose.

The Company does not warrant the accuracy, completeness, reliability, suitability, legality or effectiveness of AI Features, AI-generated outputs, reports, analytics, dashboards, meal plans, recipes, assessments, questionnaires, educational content, benchmarking information or other Platform-generated content. Such content is provided for informational and workflow-support purposes only and must be independently reviewed by the Subscriber before being relied upon or provided to any Client. The Company does not guarantee any health, nutritional, fitness, behavioural, treatment, client, professional, business, revenue or other outcomes arising from the use of the Services.

Except as expressly stated in this Agreement, the Services, Platform, Company Content, AI Features, integrations and all related functionality are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Company disclaims all other warranties, representations and conditions, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted use, accuracy, reliability and regulatory compliance. The Subscriber acknowledges that the Services are technology and workflow-support tools and that professional judgment remains the responsibility of the Subscriber.

INDEMNIFICATION

The Subscriber shall defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees, contractors and representatives from and against any third-party claim, action, demand, loss, damage, liability, judgment, settlement, fine, penalty, cost or expense (including reasonable legal fees) arising out of or relating to: (a) the Subscriber's use of the Services; (b) healthcare, nutritional, wellness, coaching, consulting or other professional services provided by the Subscriber, including client outcomes, licensing issues and professional misconduct allegations; (c) Subscriber Data, Client Records, Practitioner Content or Public Content; (d) any violation of applicable law, privacy requirements or professional obligations by the Subscriber; (e) failure to obtain required notices, permissions, authorisations or consents; (f) infringement or alleged infringement of third-party rights arising from Subscriber Data, Client Records, Practitioner Content or Public Content; or (g) the acts or omissions of the Subscriber, its Authorised Users or persons acting on its behalf.

Subject to Clause 15.3 of this Annexure, the Company shall defend the Subscriber against any third-party claim alleging that the Services, when used in accordance with this Agreement, directly infringe a valid patent, copyright or trademark of such third party, and shall indemnify the Subscriber for damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by the Company.

If the Services become, or are likely to become, the subject of an infringement claim, the Company may procure the Subscriber's right to continue using the affected Services, modify or replace the affected Services, or terminate the affected Services and refund any prepaid Fees attributable to the terminated portion of the subscription. The Company shall have no liability under Clause 15.2 of this Annexure to the extent a claim arises from Subscriber Data, Client Records, Practitioner Content, Public Content, modifications not made by the Company, Third-Party Services, Beta Features, open-source software or use of the Services contrary to the Company's documentation or instructions. This Clause sets out the Subscriber's sole and exclusive remedy, and the Company's entire liability, for intellectual property infringement claims.

The indemnified Party shall promptly notify the indemnifying Party of any claim, provide reasonable cooperation and permit the indemnifying Party to control the defence and settlement of the claim. The indemnifying Party shall not settle any claim in a manner that admits fault on behalf of, imposes non-monetary obligations on, or adversely affects the rights of the indemnified Party without its prior written consent, not to be unreasonably withheld. Failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced thereby.

TERM, SUSPENSION AND TERMINATION

This Agreement commences on the Effective Date and continues for the applicable Subscription Term, unless terminated earlier in accordance with this Agreement. Unless otherwise specified in the applicable subscription plan or Order Form, the Subscription Term shall automatically renew for successive periods equal to the immediately preceding Subscription Term unless cancelled prior to renewal.

Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice thereof, or immediately if the breach is incapable of cure. Either Party may also terminate this Agreement immediately if the other Party becomes insolvent, enters liquidation or similar proceedings, ceases substantially all business operations, or becomes unable to pay its debts as they become due.

The Company may suspend or terminate access to all or part of the Services immediately where reasonably necessary to: (a) protect the security, integrity or operation of the Platform; (b) investigate misuse or suspected violations of this Agreement; (c) comply with legal or regulatory requirements; (d) address non-payment of Fees; or (e) prevent harm to the Company, other subscribers or third parties.

Upon expiration or termination of this Agreement, the Subscriber's right to access and use the Services shall cease and the Company may disable the Subscriber's account and access credentials. Expiration or termination shall not affect any accrued rights, payment obligations or provisions intended to survive termination.

The export, retention and deletion of Subscriber Data and Client Records following expiration or termination shall be governed by this Agreement and the Company's applicable data retention practices.

The Company may discontinue the Services or terminate this Agreement for convenience upon at least sixty (60) days' prior written notice. In such event, the Company shall refund any prepaid Fees attributable to the unused portion of the Subscription Term following the effective date of termination.

Any provision which by its nature is intended to survive termination or expiration of this Agreement shall survive, including provisions relating to intellectual property, confidentiality, privacy, indemnification, limitations of liability, payment obligations, dispute resolution, Public Content and Derived Data.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, reputation, data or business interruption arising out of or relating to this Agreement, even if advised of the possibility of such damages.

Except for Excluded Claims, the aggregate liability of the Company arising out of or relating to this Agreement shall not exceed the greater of: (a) the Fees paid or payable by the Subscriber under this Agreement during the three (3) months immediately preceding the event giving rise to the claim; or (b) USD 100. Multiple claims arising from substantially the same facts or circumstances shall be treated as a single claim for purposes of this limitation.

The limitations set out in this Clause shall not apply to: (a) the Subscriber's payment obligations; (b) the Subscriber's infringement of the Company's intellectual property rights; (c) either Party's fraud, fraudulent misrepresentation or wilful misconduct; or (d) liabilities that cannot be limited or excluded under applicable law.

Without limiting any other provision of this Agreement, the Company shall not be responsible for: (a) services, advice, recommendations or content provided by the Subscriber; (b) healthcare, nutritional, wellness, coaching or other professional decisions or outcomes relating to Clients; (c) Subscriber Data, Practitioner Content or Public Content; (d) AI-generated outputs, analytics, reports, alerts or automated functionality; (e) Third-Party Services; or (f) the Subscriber's compliance with applicable laws, professional obligations or regulatory requirements, except to the extent resulting directly from the Company's breach of this Agreement.

MISCELLANEOUS

Independent Contractors: The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between them. Neither Party has authority to bind the other. The Company is solely a software and technology provider and does not provide healthcare, nutritional, wellness, coaching or other professional services. Nothing in this Agreement creates a healthcare provider relationship, practitioner-client relationship, medical services arrangement or clinical decision-support relationship between the Company and any Client.

Additional Policies: The Subscriber's use of the Services may be subject to additional policies, notices, guidelines and agreements issued by the Company from time to time, including the Data Processing Agreement, Privacy Policy, Security Documentation and other programme-related documentation. To the extent applicable, such documents are incorporated into this Agreement by reference.

Professional Relationship Disclaimer: This Agreement does not govern the Subscriber's relationship with its Clients or the Subscriber's independent professional services and obligations under applicable law. The Company is solely a technology provider, is not a party to any relationship between the Subscriber and its Clients, and assumes no professional, fiduciary, healthcare, practitioner-client or similar duty toward any Client, patient, customer or end user.

Force Majeure. Each Party will be excused from performance for any period during which, and to the extent that, such Party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, emergency, internal civil unrest, insurgency, supply chain disruption, closure due to operation of law, any disruption to business continuity due to any circumstance beyond reasonable control of parties, natural calamities, epidemics, pandemic, lockdowns, communication line failures, and power failures (“Force Majeure”). In the event that Force Majeure event continues for a period of 90 (ninety) days or more, the non-defaulting party shall have a right to terminate this Agreement without any notice.

Assignment: The Subscriber may not assign or transfer this Agreement without the Company's prior written consent. The Company may assign this Agreement to an affiliate, successor or acquirer in connection with a merger, acquisition, reorganisation or sale of substantially all of its assets.

Export Controls and Sanctions: The Subscriber shall not use the Services in violation of applicable export control, sanctions or trade restriction laws and represents that neither it nor its Authorised Users are subject to restrictions that would prohibit the Company from providing the Services.

Publicity: Subject to the Subscriber's prior written consent, the Company may identify the Subscriber as a customer and use the Subscriber's name, logo, testimonial or case study in its marketing and promotional materials.

Notices: All notices under this Agreement shall be in writing and may be delivered by email, or through the Platform or posted on website. Notices shall be deemed received upon transmission, delivery or posting, as applicable, unless a delivery failure notice is received. All notices shall be sent to the other Party at the address set forth on the cover page of this Agreement or Order Form or communicated in writing for this purpose.

Entire Agreement: This Agreement, together with all applicable Order Forms, schedules, addenda and policies incorporated by reference, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions, negotiations and agreements relating thereto.

Amendments: The Company may amend this Agreement from time to time. Material amendments will be notified to the Subscriber and will become effective on the date specified in the notice. Continued use of the Services after the effective date constitutes acceptance of the revised Agreement.

Severability and Waiver: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay in exercising any right shall constitute a waiver unless made in writing.

No Third-Party Beneficiaries: This Agreement is solely for the benefit of the Parties and does not confer any rights or remedies upon any third party except as expressly provided in this Agreement.

Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of Singapore, excluding its choice of law and conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules. The seat of arbitration shall be Singapore, the tribunal shall consist of one arbitrator, and the language of arbitration shall be English. Subject to arbitration clause, the Courts of Singapore shall have exclusive jurisdiction.

Injunctive Relief: Nothing in this Agreement prevents either Party from seeking interim, injunctive or equitable relief to protect its intellectual property rights, confidential information, data or proprietary rights.

Electronic Acceptance and Interpretation: Electronic signatures, click-through acceptance and similar methods of acceptance shall have the same force and effect as handwritten signatures. Headings are for convenience only and the words "including", "includes" and similar expressions shall be interpreted as "including without limitation".

Order of Precedence: In the event of a conflict between applicable documents, the order of precedence shall be: (a) Data Processing Agreement; (b) Founding Circle Agreement; (c) this Annexure; and (d) other schedules, policies and documentation.

Survival: Any provision which by its nature is intended to survive expiration or termination of this Agreement shall survive, including provisions relating to intellectual property, confidentiality, privacy and data protection, fees accrued prior to termination, indemnification, limitation of liability and dispute resolution.

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