END USER LICENSE AGREEMENT (EULA)

Hi, we’re MindBridge.care, (“MBC”), creator of the mental well-being bundle (collectively, all components are referred to in this document as the “Platform”).

The Platform is for individuals with short-term, non-emergent emotional needs seeking mental well-being assistance and/or daily living guidance. The platform is not for individuals with a history of self-harm or harming others, or are contemplating self-harm or harming others, nor is the platform for individuals with complex, high acuity conditions, such as major depression, bipolar disorder, borderline personality disorder, schizophrenia, schizoaffective disorder, manic depressive disorder, autism, and/or addictions. The platform is also for individuals seeking consumer discounts, medical bill negotiations, charity care assistance, and generic medication home delivery.

MBC is a referral organization and does not itself provide counseling, coaching, or therapy. Counseling, coaching, and/or therapy is provided by its network affiliates. These other organizations may provide you with apps and portal(s) and require you to create an account. Throughout the rest of this document, these other organizations who are enabling your access to and use of the Platform will be referred to as the “Provider.” This End User License Agreement is important. Read it carefully. Last Updated: June 2024. PLEASE CAREFULLY READ THIS AGREEMENT BEFORE DOWNLOADING OR USING THE PLATFORM. THIS AGREEMENT IS A RINDING CONTRACT THAT GOVERNS USE OF THE PLATFORM, EXEMPTS MBC AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES, AND CONTAINS OTHER IMPORTANT PROVISIONS. BY CLICKING THE "ACCEPT" BUTTON OR DOWNLOADING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" BUTTON OR DOWNLOAD OR USE THE PLATFORM.

1. General. This End User License Agreement (“Agreement”) sets forth the terms and conditions governing your use of the Platform). This Agreement is entered into by and between you and MBC.

2. Grant of License. MBC hereby grants you a revocable, non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited right to the Platform.

3. Restrictions/Prohibited Uses. You will only use the Platform after you have read and agreed to the Consent Form, and will not: (a) use the Platform in any manner or for any purpose except as expressly permitted by this Agreement; You may not (a) copy or reproduce the Platform; (b) license, sublicense, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit access or use of the Platform to or for the benefit of any other person, with or without charge; (C) except as and only to the extent expressly permitted by this Agreement or applicable law, make any modification, alteration, change, adaptation, improvement, enhancement, translation, create derivative works from or based on the Platform, merge, embed or combine the Platform with any other software or materials, or decompile, reverse engineer, disassemble, decrypt, convert into human readable format, or otherwise attempt to access or derive the source code of the Platform; (d) remove, alter, attempt to circumvent, destroy, conceal, modify, or obscure any proprietary notices; (e) use the Platform for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by MBC; (f) use any proprietary information or interfaces of MBC or other intellectual property of MBC in the design, development, manufacture, licensing or distribution of any Platforms, accessories or devices for use with the Platform; (g) violate any applicable laws, rules or regulations in connection with your access or use of the Platform; or (h) authorize, assist or encourage any other person to do any of the foregoing or to use the Platform in a way that would constitute an infringement of MBC’s rights in the Platform or a breach of this Agreement if it were done by you.

4. Ownership. MBC and its licensors own and retain all right, title and interest (including copyright, trademark, patent, trade secret, and any other intellectual property rights and moral rights), throughout the world in, to and associated with the Platform, including all related documentation, underlying software, content within or accessible through it, and all enhancements, modifications, additions or new releases of or to the same. The Platform and all copyrights, patents, trademarks, trade secrets and any other intellectual property rights and moral rights associated therewith are, and will remain, the property of MBC. Furthermore, the source and object code of the Platform and the format, directories, queries, algorithms, structure and organization of the Platform are the intellectual property and proprietary and confidential information of MBC and its licensors. All rights not expressly granted under this Agreement are reserved to MBC and its licensors. You are not authorized to use the MBC trademarks in any advertising, publicity or in any other commercial manner. MBC is free to use, incorporate and disclose any feedback or suggestions you provide regarding the Platform, without restriction. MBC has no obligation to provide any credit or attribution to you or pay you any amount for your feedback or suggestions.

5. Infringement Acknowledgement. MBC will have no obligation to defend or indemnify you with respect to any third-party claim that is based on or attributable to your continued engagement in infringing activities after you were notified of the infringement or after MBC informed you of a modification or workaround that would have avoided the infringement or your use of the Platform in a manner not permitted by this Agreement.

6. Privacy Policy. Consent to Use Information. The Privacy Policy for the Platform is located on the MBC website and, as it may be amended from time to time in accordance therewith, is hereby incorporated herein and made a part hereof (“Privacy Policy”). You hereby authorize and consent to the collection, storage and use, by MBC and its affiliates, partners, licensors, and agents (collectively, “Affiliates”), of any information and data related to or derived from your use of the Platform, and any information or data that you provide to MBC and its Affiliates ("Information"), consistent with the practices set forth in our Privacy Policy. Any Information you submit to the Platform is governed by the Privacy Policy. Without limiting the generality of the foregoing, the Information will include non-personally identifiable information (“Non- PII”) and personally identifiable information (“PII”). Non-PII will include information that does not personally identify you, such as device-specific information and de-identified data. The Non-PII will be treated as being non- confidential and nonproprietary, and MBC assumes no obligation to protect Non-PII from disclosure and will be free to reproduce, use, and distribute the Non-PII to others without restriction.

7. Third Party Content. The Platform permits access to content provided by third parties (“Third-Party Content”). Third-Party Content may be in the form of messages or posts provided by other users. MBC does not investigate, monitor, represent, or endorse the Third-Party Content (including any third- party websites available through the Platform). You understand that by accessing and using the Third-Party Content, you may encounter information, materials and subject matter (i) that you or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears, as a link or reference to objectionable material. Notwithstanding the foregoing, MBC and its Affiliates will have no liability to you for any Third Party Content or any information, material, or subject matter you encounter that is found to be offensive, indecent, or objectionable.

8. Term and Termination. This Agreement will be effective until you, your Provider, or MBC terminates it: (1) You may terminate this Agreement at any time by providing MBC with written notice of your decision to terminate; (2) MBC reserves the right to terminate this Agreement, suspend, discontinue, enhance, update or otherwise modify the Platform, or its availability to you, at any time without notice. Your rights under this Agreement will terminate automatically without notice to you if you fail to comply with any of the provisions of this Agreement. Upon the termination of the Agreement, you will cease all use of the Platform and uninstall Platform apps. For further information on the storage of your data after termination please see the Privacy Policy.

9. Disclaimers. You specifically acknowledge and agree to the following: (a) THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE PLATFORM AND ANY MBC CONTENT OR THIRD-PARTY CONTENT (COLLECTIVELY, “CONTENT”) ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. MBC AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE PLATFORM AND CONTENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (b) MBC AND ITS AFFILIATES MAKE NO WARRANTY THAT (I) THE PLATFORM OR CONTENT WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM OR CONTENT WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, OR ERROR-FREE; OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MBC OR FROM OR THROUGH THE PLATFORM WILL CREATE ANY REPRESENTATION, WARRANTY, OR GUARANTY. (c) MBC USES REASONABLE EFFORTS TO MAINTAIN THE PLATFORM, BUT MBC HAS NO OBLIGATION TO CORRECT ANY ERRORS AND IS NOT RESPONSIBLE FOR ANY DEFECTS OR FAILURES ASSOCIATED WITH THE PLATFORM. (d) MBC IS NOT LIABLE FOR THE CONDUCT OF ANY THIRD PARTIES OR OTHER USERS, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT BY THEM, AND THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. (e) MBC ITSELF IS NOT A HEALTH CARE PROVIDER AND NONE OF MBC, ITS STAFF OR REPRESENTATIVES ARE, OR ARE RESPONSIBLE FOR, RENDERING HEALTH CARE OR MEDICAL ADVICE, ASSISTANCE OR DIAGNOSIS OR COUNSELING, RECOVERY OR MENTAL HEALTH SERVICES OF ANY KIND TO ANYONE, AND THE PLATFORM IS NOT INTENDED TO REPLACE THE NEED FOR SEEKING MEDICAL ATTENTION OR COUNSELING FROM YOUR PROVIDER OR A MEDICAL PROFESSIONAL. (f) YOU WILL EXERCISE YOUR OWN JUDGMENT WHEN USING THE PLATFORM AND CONTENT, AND YOU USE THE PLATFORM AND CONTENT AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF THE PLATFORM AND CONTENT.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MBC, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM AND ANY CONTENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MBC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MBC'S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE) WILL NOT EXCEED THE AMOUNT OF $0.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Indemnification. You will indemnify, defend, and hold harmless MBC, its Affiliates and each of their respective officers, directors, shareholders, and employees (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) your access to or use of the Platform or Content; (ii) your breach of this Agreement; (iii) your violation of law; (iv) your negligence or willful misconduct; or (v) your violation of the rights of a third party, including the infringement by you of any copyright, trademark, patent, trade secret or other intellectual property right or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of this Agreement.

12. Compatibility. MBC does not warrant that any of the Platform apps will be compatible or interoperable with your Mobile Device or any other piece of hardware, software, equipment or device installed on or used in connection with your Mobile Device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your Mobile Device to diminish or fail completely and may result in permanent damage to your Mobile Device, loss of the data located on your Mobile Device, and corruption of the software and files located on your Mobile Device. You acknowledge and agree that MBC and its Affiliates will have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.

13. Product Claims. You acknowledge that you (not MBC) are responsible for addressing any third-party claims relating to your use or possession of the Platform and agree to notify MBC of any third-party claims relating to the Platform of which you become aware. Furthermore, you hereby release MBC from any liability resulting from your use or possession of the Platform.

14. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, in the United States of America, excluding its conflicts of law principles. Each party hereby consents to the exclusive jurisdiction and venue of any state or federal court located in the State of New Jersey.

15. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a competent authority, that provision will be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

16. Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement will not affect a party's ability to exercise such right or require such performance at any time thereafter nor will the waiver of a breach constitute waiver of any subsequent breach.

17. Modification or Amendment. MBC may modify or amend the terms of this Agreement by sending a notification to your Mobile Device. You will be deemed to have agreed to any such modification or amendment by your decision to continue using the Platform following the date in which the modified or amended Agreement is pushed.

18. Survival. The provisions of this Agreement which by their nature would survive its termination will survive indefinitely.

19. Assignment. You will not assign this Agreement or any rights or obligations herein without the prior written consent of MBC and any attempted assignment in contravention of this provision will be null and void and of no force or effect.

20. Entire Agreement. This Agreement, including the documents incorporated herein by reference, constitutes the entire agreement with respect to the use of the Platform licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.

21. Construction. The headings in this Agreement are for convenience only. They do not constitute a portion of this Agreement and will not be used in any construction of it. Whenever used in this Agreement, the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”.

22. Claims; Equitable Relief. You will only litigate claims against MBC individually. You will not consolidate or seek class treatment for any claim with respect to the Platform and you will not join any purported class action involving the Platform. Any claim arising out of or related to this Agreement must be brought no later than one year after it has accrued. Recognizing and acknowledging that your breach of this Agreement will cause MBC irreparable damage for which other remedies may be inadequate, you agree that, in addition to monetary damages and any other remedies available to MBC at law or in equity, MBC will have the right to petition for such equitable relief as may be necessary to prevent such a breach or threatened breach without having to prove actual damages.

23. Notices. Unless otherwise notified by MBC in writing, you must send notices to the following address: MBC, PO Box2400, Wayne, NJ 07470 (Attn: Finance), or via email to Hello@MindBridge.care. MBC may send notices to you by email, postal mail, postings within the Platform, or other reasonable means.

24. Digital Millennium Copyright Act ("DMCA") and Copyright Act Notices. MBC is committed to complying with copyright and related laws, and requires all users of the Platform to comply with these laws. Accordingly, you may not store any material or content or use or disseminate any material or content though the Platform in any manner that constitutes an infringement of third party intellectual property rights or moral rights, including rights granted by copyright law. Certain owners of copyrighted works who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (United States) (the "DMCA") or the Copyright Act (Canada) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is policy of MBC to terminate use privileges of any user who repeatedly infringes the copyright rights or moral rights of others upon receipt of proper notification to MBC by the copyright owner or the copyright owner's legal agent. If you believe that your work has been copied and posted using the Platform in a way that constitutes copyright infringement, please provide our designated agent with the following information with respect to a DMCA notice: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located to permit us to locate the material; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf, or the following information: the claimant’s name, address and contact information; identification of the work or other subject-matter to which the claimed infringement relates; a statement of the claimant’s interest or right with respect to the copyright in the work or other subject-matter; a specification of the location data for the electronic location to which the claimed infringement relates; specifics of the infringement that is claimed; and specifics of the date and time of the commission of the claimed infringement. Our designated agent for notice of claims of copyright infringement can be reached as follows: By E-Mail: Hello@MindBridge.care with the subject line "DMCA" or "Copyright Act (Canada) Violations" By Mail: address your correspondence to: MindBridge.care, PO Box 2400, Wayne, NJ 07470 (Attn: Finance).