THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR USE OF THE LICENSED APPLICATION (AS DEFINED BELOW).

IMPORTANT: READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE LICENSED APPLICATION. HFWL COMPANY, EITHER DIRECTLY OR THROUGH ONE OF ITS AFFILIATES, (“HFWL”) IS WILLING TO PROVIDE YOU, AS THE USER OF THE LICENSED APPLICATION (REFERENCED BELOW AS “YOU” OR “YOUR”), A LICENSE TO THE LICENSED APPLICATION ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND HFWL. BY CLICKING THE “I ACCEPT” BUTTON OR OTHERWISE INDICATING YOUR AGREEMENT ELECTRONICALLY, OR ACCESSING OR USING THE LICENSED APPLICATION, YOU AFFIRM THAT THIS AGREEMENT CONSTITUTES A WRITTEN CONTRACT BETWEEN YOU AND HFWL, YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCESSING AND/OR USING THE LICENSED APPLICATION ON BEHALF OF AN END USER WHICH IS ANOTHER INDIVIDUAL OR ENTITY, YOU REPRESENT AND WARRANT TO HFWL THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND ACCEPT THESE TERMS ON BEHALF OF THE END USER, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL ALSO REFER TO SUCH END USER PERSON OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL, AND DO NOT DOWNLOAD OR USE THE LICENSED APPLICATION.

This Agreement is solely executed between You and HFWL, and not with Apple, Inc. (“Apple”), Google LLC (“Google”) or any other third party through which You may have obtained the right to the Licensed Application. Further, HFWL, and not Apple or Google, is solely responsible for the Licensed Application and all content therein.

You may not access the Services (defined in Section 1) for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. Definitions

“Authorized User(s)” means individuals who are authorized by the Subscriber to use the Service and who have been supplied user identifications and passwords by the Subscriber (or by an authorized HFWL reseller). Authorized Users may include, but are not limited to, family members, employees, consultants, contractors, tenants and agents of the Subscriber. For the avoidance of doubt, all Authorized Users are bound by the terms and conditions of this Agreement.

“Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Patient Data, the Licensed Application, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Patient Data) will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

“Patient Data” means all data, including, but not limited to, electronic medical records, files, documents, materials, information, audio, video, images, personal information (i.e., information, including demographic, health, and financial or payment information, that relates to health care services and treatment that an identified or identifiable natural person has or will receive, and all other data attributed to such term or similar terms in applicable data privacy law), or other content (whether of Patient or third parties) transmitted, stored, uploaded, or processed by You.

“Force Majeure Event” means any circumstance or occurrence beyond the reasonable control of the affected party hereto, including, without limitation, acts or omissions by a public authority, acts of God, blockades, acts of terrorism, riots, storms, earthquakes, explosions, fires, floods, pandemics, public emergencies, Internet, telecommunications or other third-party service failures/outages/delays, third-party hosting facility failures, failure of third-party products, denial of service attacks, or other similar occurrences. Notwithstanding the foregoing, “Force Majeure Event” expressly excludes any event that a party hereto reasonably could have prevented by reasonable precautions and reasonably circumvented through the use of alternate sources, work-around plans or other means.

“Licensed Application” means HFWL’s Frisk.AI proprietary software application, developed by or on behalf of HFWL and its third-party licensors, which accompanies this Agreement.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Service” means HFWL’s proprietary online, Web-based hosted software service, made available by HFWL and its licensors via the Friska.AI mobile application, designated websites, and associated offline components, as described by the User Guide.

“Subscriber” means the individual who has subscribed to the Service pursuant to this Agreement and who has valid and current right to access and use the Service.

“User Guide” means any written online user guide for the Service published by HFWL and supplied to the Subscriber by HFWL, as updated from time to time in HFWL’s sole discretion.

“We,” “Us” or “Our” means HFWL.

2. License. Subject to the terms and conditions of this Agreement, HFWL grants You a limited, non-transferable, non-sublicensable, revocable license to use the Licensed Application on a device that You or an Authorized User owns or controls solely for the purpose of accessing and using the Service on behalf of the Subscriber during the Subscriber’s term of subscription to the Service, as authorized by the Subscriber and as further provided in the applicable usage rules set forth in the Apple App Store Terms of Service, Google Play Terms of Service, or other Third-Party Platform Provider (as defined below) through which You obtained the Licensed Application, as applicable, which You acknowledge that You have reviewed and accepted. You agree that if you access the Licensed Application using a device owned by You or an Authorized User that the device will meet the minimum requirements of the Licensed Application. You also agree that the Licensed Application may utilize SMS / text messaging to communicate with You or an Authorized User and that You or Your Authorized User are fully responsible for the payment of applicable messaging fees charged by third party cellular service providers. You agree that Your acquisition of the license to the Licensed Application is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by HFWL with respect to future functionality or features. You acknowledge that: (i) this Agreement constitutes the entire agreement between You and HFWL regarding the provision by HFWL, and the access and use by You, of the Licensed Application; and (ii) Your use of the Service via the Licensed Application is subject to the terms and conditions of this Agreement and any further restrictions or limitations imposed on You by the Subscriber.

3. Use of the Service.

     a. You will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Patient Data submitted by You to the Service using the Licensed Application and will ensure that all instructions given to HFWL in respect of the Patient Data will be in compliance with all applicable laws, including applicable data protection laws and regulations; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Licensed Application and the Service, and notify HFWL promptly following Your discovery of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal and foreign laws in using the Licensed Application and the Service, including, without limitation, all applicable data protection laws and regulations.

     b. You may use the Licensed Application and the Service solely for the Subscriber’s purposes as contemplated by this Agreement and may not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Licensed Application or the Service available to any third party, other than to Authorized Users as contemplated by this Agreement; (ii) record, transmit or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy rights; (iii) send or store Malicious Code; (iv) intentionally interfere with or disrupt the integrity or performance of the Licensed Application or the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Licensed Application or the Service or its related systems or networks.

4. Proprietary Rights

     a. The Licensed Application is licensed, not sold, to You, for use only under the terms of this Agreement. Subject to the limited rights expressly granted hereunder, HFWL reserves all rights, title and interest in and to the Licensed Application and the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. Except to the extent expressly permitted by applicable law notwithstanding this limitation, You will not: (i) modify, copy or create derivative works based on the Licensed Application; (ii) reverse engineer decompile, disassemble or attempt to derive the source code of the Licensed Application; or (iv) access the Licensed Application in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Licensed Application.

     b. You acknowledge and agree that any use of Patient Data in the Licensed Application does not alter any underlying rights, title and interest in and to all Patient Data. Patient Data is deemed Confidential Information under this Agreement. You acknowledge and agree that HFWL and its third-party suppliers may access and use Patient Data to the extent necessary to provide the Service and/or as otherwise permitted by law.

    c. You acknowledge that, in the event of any third-party claim that the Licensed Application or any part thereof or Your use of the Licensed Application infringes a third party’s intellectual property rights, HFWL, not Apple, Google nor any other applicable Third-Party Platform Provider, will solely be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. If You receive a third-party claim that the Licensed Application or any part thereof or Your use of the Licensed Application infringes a third party’s intellectual property rights, You will: (a) promptly notify HFWL of the claim; (b) promptly provide HFWL with all written correspondence and pleadings regarding the claim; and (c) provide HFWL with reasonable assistance in defending against the claim at HFWL’s cost.

5. Confidentiality

      a. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission or as otherwise required or permitted by law. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

    b. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party may, in addition to any other remedies available to it, seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

    c. You acknowledge that Patient Data disclosed through the Licensed Application will no longer be protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or applicable state health information privacy law once it has been made available to You. You agree that You assume all liability for any subsequent uses or disclosures of Patient Data that has been made available through the Licensed Application.

6. Warranties and Disclaimers.

      a. You represent and warrant to HFWL that: (i) on the date hereof You are, and at all times following the date hereof that You use the Licensed Application to access or use the Service You will be, an Authorized User; and (ii) the collection and processing of Patient Data as contemplated by this Agreement complies in all respects with applicable data protection laws and regulations.

     b. THE LICENSED APPLICATION IS PROVIDED “AS IS.” YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED APPLICATION IS A SOFTWARE TOOL ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS IN DIAGNOSING AND TREATING YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HFWL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. HFWL DOES NOT WARRANT THAT THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS OR NEEDS, OR THAT OPERATION OF THE LICENSED APPLICATION WILL BE UNINTERRUPTED, OR THAT THE LICENSED APPLICATION WILL BE ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS IN THE LICENSED APPLICATION WILL BE CORRECTED. YOU FURTHER ACKNOWLEDGE THAT NEITHER HFWL, APPLE, GOOGLE, NOR ANY OTHER THIRD-PARTY PLATFORM PROVIDER HAS ANY OBLIGATION WHATSOEVER TO FURNISH ANY MAINTENANCE AND SUPPORT SERVICES WITH RESPECT TO THE LICENSED APPLICATION.

7. Disclaimer of Damages.

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL HFWL OR ITS AFFILIATES, DIRECTORS, MANAGERS, PARENT COMPANY, OFFICERS, EMPLOYEES, LICENSORS OR AGENTS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY OR SIMILAR DAMAGES, ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE LICENSED APPLICATION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOST DATA, PERSONAL INJURY AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF HFWL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. IN NO CASE WILL HFWL’s OR ITS AFFILIATES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED $50.00. Without limiting the generality of the foregoing, You acknowledge that HFWL, not Apple, Google, or any other applicable Third-Party Platform Provider, is responsible for addressing any claims relating to the Licensed Application and Your use of the Licensed Application, including, without limitation: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

8. Indemnification.

     You will defend, indemnify and hold HFWL and its affiliates, owners, directors, managers, officers, employees and agents (each a “HFWL Indemnified Party”) harmless against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) suffered or incurred by any HFWL Indemnified Party in connection with claims, demands, suits, or proceedings made or brought against any HFWL Indemnified Party by a third party alleging (i) a breach by You of Your obligations under this Agreement or under applicable local, state, federal and foreign laws, including, without limitation, applicable data protection laws and regulations; or (ii) that Your use of the Licensed Application in breach of this Agreement infringes or breaches the intellectual property rights, of, or has otherwise harmed, a third party; or (iii) a breach by You of Section 5 (Confidentiality).

9. Termination.

     a. The Agreement will terminate upon Your termination of treatment with HFWL’s licensors. HFWL may also terminate this Agreement for any reason, or no reason, effective immediately by delivering a written termination notice to You. Upon termination of this Agreement, Your right to use the Licensed Application automatically terminates without further notice from HFWL, whereupon You will immediately cease all use of the Licensed Application.
The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement shall survive any such expiration, termination or cancellation.

     b. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon electronic delivery or mail delivery the first business day after electronic delivery or the second business day after mail delivery (provided email shall not be sufficient for notices of breach or a claim for indemnification hereunder). Notices to You shall be addressed to Your account email address or by delivery of a letter to Your account mailing address. Notices to HFWL shall be sent electronically to legal@hfwl.ai and via mail to: Attn: Legal, HFWL Company, 901 N. Glebe Road, #500, Arlington, Virginia 22203.

10. Third-Party Platform Providers; Third-Party Products

     If You access or download the Licensed Application via Apple, Google, or any other third-party app store or platform (each a “Third Party Platform Provider”), such Third-Party Platform Providers shall be third-party beneficiaries to this Agreement. However, these Third-Party Platform Providers are not party to this Agreement and have no obligation to provide maintenance and/or support of the Licensed Application or Service. HFWL, not such Third-Party Platform Providers, is solely responsible for the Licensed Application and the Service. Your access to the Licensed Application and the Service using the Third-Party Platform Providers’ app stores or platforms are subject to the usage terms set forth in the applicable Third-Party Platform Provider’s terms of service. HFWL, not Apple or Google (or any other applicable Third-Party Platform Provider), is responsible for addressing any claims You or a third party may have relating to the Licensed Application, or Your possession and/or use of such application, including, but not limited to (i) product liability claims, (ii) any claims that such application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that such application, or Your possession and use of such application, infringes that third party’s intellectual property rights, HFWL, not Apple, Google, or any other applicable Third-Party Platform Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. If You receive a third-party claim that the Licensed Application or any part thereof or Your use of the Licensed Application infringes a third party’s intellectual property rights, You will: (a) promptly notify HFWL of the claim; (b) promptly provide HFWL with all written correspondence and pleadings regarding the claim; and (c) provide HFWL with reasonable assistance in defending against the claim at HFWL’s cost.

11. Data Privacy and Protection

     a. HFWL collects and retains Patient Data as described in this Agreement and the HFWL Privacy Policy (located at https://friska.ai/privacy-policy/ or an applicable successor hyperlink). By using Services, You consent to the collection, use processing, and storage of Your personal information as described in these documents.

     b. Whenever the use of the Licensed Application terminates, You have sole responsibility for any Patient Data that is on any personal device

12. Governing Law; Venue

     This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America. THE PARTIES AGREE THAT THE UNIFORM COMPUTER TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM (“UCITA”), WILL NOT APPLY TO THIS AGREEMENT. TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. Any suit, action or proceeding for equitable or injunctive relief arising in connection with this Agreement will be brought in the state courts sitting in the State of Delaware, or the United States District Court for the District of Delaware, and You hereby expressly submit to the jurisdiction of such courts for the purpose of any such suit, action, or proceeding.

13. Accessibility.

     HFWL is committed to making its websites’ and applications’ content accessible and user friendly to everyone. If You are having difficulty viewing or navigating the content of the Friska.AI website, the Licensed Application, or notice any content, feature, or functionality that You believe is not fully accessible to people with disabilities, please e-mail HFWL customer service team at Q@friska.ai with “Disabled Access” in the subject line and provide a description of the specific feature You feel is not accessible or a suggestion for improvement. HFWL takes Your feedback seriously and will consider it as it evaluates ways to accommodate all of its customers and its overall accessibility policies. Additionally, while HFWL does not control such vendors, HFWL strongly encourages its vendors of third-party digital content to provide content that is accessible and user friendly.

14. Severability.

   If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

15. Waiver.

   All waivers by HFWL will be effective only in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16. General.

  This Agreement is the entire agreement between You and HFWL relating to the Licensed Application. This Agreement may only be modified by a written document that has been signed by HFWL. HFWL will have no liability under this Agreement to the extent that it is delayed, prevented or hindered in performing any of its obligations under this Agreement as a result of a Force Majeure Event. Should You have any questions concerning this Agreement, or if You desire to contact HFWL for any reason, please write electronically to legal@hfwl.ai and via mail to: Attn: Legal, HFWL Company, 901 N. Glebe Road, #500, Arlington, Virginia 22203.

Effective Date: August __, 2024