WELCOME TO OUR WEBSITE These terms apply to the Kapios LLC d/b/a Kapios (“Kapios,” “our,” or the like) website located at www.kapioshealth.com, and all associated sites linked to www.kapioshealth.com by Kapios (collectively, the “Website”). By using this Website, you’re agreeing to these Terms. If you don’t agree to these Terms, don’t use our Website. There may be additional terms that apply to our products and services (“Subscription Services”). Such additional terms will be provided with the relevant Subscription Services, and those terms will become part of your agreement with us if you use those Subscription Services. USING OUR WEBSITE These terms permit you to use the Website and its content for your personal, non-commercial use only. You may not reproduce, modify, transmit, display, republish, sell, create derivative works of, publicly perform, download, store, or distribute any content of this Website without our prior written consent. Don’t use our Website if you are under the age of 13. Our Website is only intended for use by individuals over the age of 13. By using this Website you represent and warrant that you are over the age of 13. Don’t misuse our Website. For example, don’t use the Site contents or services in any manner that could damage, disable, overburden, or impair any of our equipment or interfere with any other party’s use and enjoyment of the Website. Don’t attempt to gain access to any portion of the Website other than those for which you’re authorized. Only use the Website as permitted by law. Don’t use the Website, or any of its contents, for any purpose that is unlawful, or prohibited by these terms, conditions, and notices. We may suspend or stop providing our Website to you if you don’t comply with our terms or policies or if we’re investigating suspected misconduct. Using our Website doesn’t give you ownership of any intellectual property or other proprietary rights in our Website or the content you access. These terms don’t give you the right to us any branding or logos used on our Website. Don’t remove, obscure, or alter any legal notices displayed in or along with our Website. Don’t use the Website or its content in any manner that infringes or violates the rights of any person or entity. We respond to notices of alleged copy right infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. Our agent to receive notice is on file at the Copyright Office. If you do not provide all of the information required under the Digital Millennium Copyright Act in your notice, we may not be able to comply with your takedown request, or our action may be delayed. Our policy is to terminate the right of access or use of the Website of anyone who is repeatedly accused of or found to have posted infringing material. Use caution when accessing our Website on mobile devices. Don’t use the Website in a way that distracts you and prevents you from obeying traffic or other safety laws. Use your own judgment when accessing third party content or websites. This Website may contain content that is provided by a third party. This content is provided solely as a convenience to our visitors, and is the sole responsibility of the entity that makes it available. We may review or may not review the content or sites to determine whether it is illegal or violates our policies. Don’t assume that we have reviewed or approved such content. This Website may also contain links to third party websites. Such websites are not under our control, and we’re not responsible for, nor do we endorse the content of such websites, or any information or materials contained on such websites. Make your own independent judgment regarding your interaction with these websites. Don’t rely on the availability of our Website or its content. We may modify our Website at any time, adding or removing any content, functionalities, or features. We may stop providing our Website altogether, or we may restrict access to some parts of the Website. PRIVACY AND COPYRIGHT PROTECTION We’re committed to maintaining the privacy of your information. Our Privacy Policy explains how we treat your personal data and protect your privacy when you use our Website or Subscription Services. By using this Website, or our Subscription Services, you’re agreeing to the allow our use of such data as set forth in our Privacy Policy. OUR WARRANTIES AND DISCLAIMERS We provide our Website using a commercially reasonable level of skill and care, but there are certain things that we don’t promise about our Website. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER KAPIOS NOR ITS SUPPLIERS, LICENSORS OR DISTRIBUTORS MAKES ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE WEBSITE, THE SPECIFIC FUNCTIONS OF THE WEBSITE, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE WEBSITE, SUBSCRIPTION SERVICES, AND CONTENT “AS IS.” SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES. LIMITATION OF LIABILITY WHEN PERMITTED BY LAW, KAPIOS, AND ITS SUPPLIERS, LICENSORS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF KAPIOS, AND ITS SUPPLIERS, LICENSORS, AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE WEBSITE OR ITS CONTENT. IN ALL CASES, KAPIOS, AND ITS SUPPLIERS, LICENSORS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. BUSINESS USES OF THIS WEBSITE If you’re using our Website on behalf of a business, that business accepts these terms. It will hold harmless and indemnify Kapios, and its affiliates, officers, agents, and employees, from any claim, suit, or action arising from or related to the use of the Website or violation of these terms, including any liability or expenses arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees. ABOUT THESE TERMS. We may modify these terms or any additional terms that apply to the Website or the Subscription Services to, for example, reflect changes to the law or changes to our Website or Subscription Services. You should look at the terms regularly. We will post notice of modifications to these terms on this page, and modifications to any additional terms on the relevant Subscription Service. Changes will be effective immediately. If you don’t agree to the modified terms, you should discontinue your use of the Website or Subscription Service accordingly. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. These terms control the relationship between Kapios and you. They don’t create any third party beneficiary rights. If you don’t comply with these terms, and we don’t take action right away, this doesn’t mean that we’re giving up any rights that we may have (such as taking any action in the future). If it turns out that a particular term is not enforceable, this will not enforce any other terms. The laws of Ohio, U.S.A., will apply to any disputes arising out of or relating to these terms, the Website, or the Subscription Services. All claims arising out of or relating to these terms, the Website, or the Subscription Services will be litigated exclusive in the state or federal courts in Lucas County, Ohio, U.S.A., and you and Kapios consent to personal jurisdiction in those courts. We provide this Website for use only be persons located in the United States, or the European Union (the “Territory”). We make no claims that the Website or any of its content is accessible or appropriate outside of the Territory. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside of the Territory, you do so on your own initiative and are responsible for compliance with local laws. For more information about how to contact Kapios, please visit our Contact Us page. Privacy Policy KAPIOS PRIVACY POLICY Effective August 2, 2018. Protecting the privacy and security of our customers’ personal information is very important to us. This Privacy Policy is intended to help you understand what information we collect, why we collect it, and how you can update, manage, export, and delete your information. ------------------------------------------------------------------------------------------------------------------------------------------ MEDICAL EMERGENCIES. IN A MEDICAL EMERGENCY, PLEASE IMMEDIATELY CALL EMERGENCY PERSONNEL (911) TO GET PROMPT MEDICAL ATTENTION. DO NOT RELY ON ELECTRONIC COMMUNICATIONS FOR ASSISTANCE FOR YOUR URGENT MEDICAL NEEDS. NEITHER THIS WEBSITE NOR ANY SUBSCRIPTION SERVICE IS DESIGNED FOR USE IN MEDICAL EMERGENCIES. ------------------------------------------------------------------------------------------------------------------------------------------ OUR WEBSITE AND SUBSCRIPTION SERVICES. We develop and distribute healthcare software solutions that are designed to help improve health and wellness. Our Subscription Services include mobile apps, such as Face2Face, as well as installed or hosted platforms such as I/O Surg and Laboratory Assured Compliance Solutions. This Privacy Policy applies to our Website, our Subscription Services, and our installed or hosted products ("Products"). ------------------------------------------------------------------------------------------------------------- INFORMATION KAPIOS COLLECTS. Information You Provide to Kapios. Forms you complete on our Website, when you request information or supply feedback to us. This may include telephone numbers, email addresses, or return addresses. After you fill out a form, we may contact you with follow-up information (unless you have checked an “opt-out” box on the form). We may collect further information in those communications. Email correspondence, when we reply to requests for information. However, we will never request your password, user name, credit card information or other personal information through email. If you receive an email that looks like it is from Kapios asking you for your personal information, do not respond. It is likely a “Phishing” scam, which is designed to steal your personal information. Surveys. Occasionally, we may survey visitors to our Website. The information from these surveys is used in an aggregate form to help us understand the needs of our visitors so that we can improve our Website. We generally do not ask for information in surveys that would personally identify you. If we do request contact information for follow-up, you may decline to provide it. If survey respondents provide personal information (such as an email address) in a survey, it is shared only with those people who need to see it to respond to the question or request. Through our Subscription Services: Account Information. When you download, register with, or use the Subscription Service, you provide us with personal information that includes your name, email address, and password. With some Subscription Services, you may also be required to add payment information to your account. Troubleshooting Information. When you report a problem, we may ask for additional information to assist in identifying the source of the problem and fixing it. Content you Create. We also collect the content you create, upload or receive from others when using the Subscription Service. This includes things like photos and videos you save. Information We Collect as You Use the Website, Products and Subscription Services. As you navigate through and interact with our Website, Products and Subscription Services, we may use automatic data collection technologies to collect information about your equipment, browsing actions, and patterns. We use this information for internal operations purposes, to identify products that might benefit you, and to improve your experience using the Website, Products and the Subscription Services. The information we may collect includes: Usage Details. When you access and use the Website, Products and Subscription Services, we automatically collect certain details about your use, including information about which web pages you came from, which pages you visit, search terms used, your location when you visit, interactions with content and ads, and videos you watch. Device Information. We may collect information about your computer, mobile device, and internet connection, including your network provider, IP address, geolocation, operating system, software versions, browser type and version, mobile network information, and the device’s telephone number, if applicable. Stored Information and Files. Our Subscription Services may also access information and files stored on your device. This may include, for example, photographs, audio and video clips, and calendar events. This may also include the metadata, or underlying information about those files, such as time of creation. For more information about how Subscription Services use this information, see [insert URL for layered policy provisions here]. Location Information. Our Website, Products and Subscription Services collect real-time information about the location of your device through your IP Address. While the nature of Internet services requires the use and short-term storage of IP addresses, you can request that we not collect and further store this information by not using the Website, Products or Subscription Service, or you may opt out at any time by [OPT OUT METHOD]. ------------------------------------------------------------------------------------------------------------- HOW WE COLLECT YOUR INFORMATION. The technologies we use for automatic data collection may include: Browser Cookies. A browser cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate settings on your browser. However, if you select this setting you may be unable to access or use certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website. Mobile Cookies. A mobile cookie is a small file placed on your mobile device. It may be possible to refuse to accept mobile cookies by activating the appropriate setting on your mobile device. However, if you select this setting you may be unable to access or use certain parts of our Subscription Services. Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. Flash cookies can be managed through the "Settings" option on the Flash content. Web Beacons. Pages of our Website, Subscription Services, and emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website and service statistics (for example, recording the popularity of certain content and verifying system and server integrity). ------------------------------------------------------------------------------------------------------------- WHY WE COLLECT YOUR INFORMATION. We use the information we collect from this website and our subscription services for the following purposes: To Provide our Services. We use your information to deliver our Subscription Services, for example collecting user data to create user login for the software, helping to create form content, and to store photos and videos. To Maintain and Improve Our Services. We use your information to ensure that our Website, Products and Subscription Services are working as intended, such as tracking outages or troubleshooting issues that you report to us. We also use your information to make improvements to our Website, Products and Subscription Services, including developing solution enhancements and marketing strategies. To Develop New Services. We use the information we collect in existing services to help us develop new ones. To Measure Performance. We use data for analytics and measurement to understand how our Website, Products and Subscription Services are used. For example, we analyze data about visits to our sites to do things like optimize product design. We use a variety of tools to do this, including Google Analytics, HubSpot, and mailchimp. To Communicate with You. We use information we collect, like your email address, to interact with you directly. For example, we may send you a notification if we detect suspicious activity, like an attempt to sign in to your account from an unusual location. Or we may let you know about upcoming changes or improvements to our Products or Subscription Services. Certain Subscription Services. We use information we collect through certain Subscription Services for specific purposes. Face2Face is a Subscription Service that is intended to support wellness and facilitate treatment and recovery following a stroke. Face2Face collects the following personal information for the following purposes: Demographic Information: Such as your name, age, gender, and location: the collection, use and storage of this information is necessary to permit the proper functioning of Face2Face. Access to the device camera: Face2Face must access the device camera and stores images taken while the user is using the application to permit the proper functioning of Face2Face. ------------------------------------------------------------------------------------------------------------- YOUR PRIVACY CONTROLS. This section describes key controls for managing your privacy across our Website, Products and Subscription Services. In addition to these tools, we offer specific privacy settings in our Subscription Services. Limiting Our Collection of Your Information. We strive to provide you with choices regarding the personal information you provide to us. This section describes mechanisms we provide for you to control our collection of your information. Tracking Technologies. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies or block the use of other tracking technologies, some parts of the Website, the Products, and/or Subscription Service may be inaccessible or not function properly. [Location Information. You can choose whether or not to allow the Subscription Service to collect and use real-time information about your device's location [through the device's privacy settings] [or] [OTHER METHOD]. If you block the use of location information, some parts of the Subscription Services may then be inaccessible or not function properly.] [Promotion by Us. We would like to offer information to you about our own or third parties' products or services by email using the information you have provided to us. We select items and information that we believe will be helpful to our customers. If you are happy to receive this information, you can agree ("opt-in") by logging in to the Subscription Service and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes. [Targeted Advertising by Us. We may also identify products or services that we believe will be particularly useful to you, based on information that we collect or that you provide to us, according to our advertisers' target-audience preferences. If you would like to receive this information, you can indicate your consent [OPT-IN METHOD]). You can also always adjust your user advertising preferences in your account profile by checking or unchecking the relevant boxes. ------------------------------------------------------------------------------------------------------------- SHARING YOUR INFORMATION. When You Share Your Information. Some of our Subscription Services may allow you to share information with other people. You have control over how you share such information. When We Share Your Information. We do not share your personal information with companies, organizations, or individuals outside of Kapios, except in the following instances: With Your Consent. We’ll share personal information outside of Kapios when we have your consent. For External Processing. We use third party companies to process payments, assist with marketing, provide analytical services, to host our servers, and provide other operational support. We enter into agreements with these companies that limit the use and disclosure of customer information. We limit the information provided to these companies to information that is appropriate to permit them to provide the services, which are necessary to permit us to provide services to You. For Legal Reasons. We will share personal information outside of Kapios if we have a good-faith belief that access, use, preservation, or disclosure of the information is reasonably necessary to 1) meet any applicable law, regulation, legal process, or enforceable governmental request; 2) enforce applicable Terms of Service, including investigation of potential violations; 3) detect, prevent, or otherwise address fraud, security or technical issues; or 4) protect against harm to the rights, property or safety of Kapios, our users, or others as required or permitted by law. INFORMATION TRANSFERS We do not intentionally direct our goods or services to the European Union or the European Economic Area. If you are located in the European Economic Area, we want you to know that we do transfer your information to the United States, which has not received an adequacy determination from the European Union. This means that the European Union does not view the United States as providing equivalent privacy protections. However, Kapios will comply with the terms of this Privacy Policy, whether your information is in the EEA or the U.S. ------------------------------------------------------------------------------------------------------------- KEEPING YOUR INFORMATION SECURE. We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. All information you provide to us is stored on secure servers behind firewalls. Any payment transactions will be encrypted. You should look for indications that a web page is encrypted before sending private information such as credit card data. One indicator that a transmission is safe is a small green padlock symbol in the URL bar. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, Products or Subscription Service, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Website, Products or Subscription Service like message boards. The information you share in public areas may be viewed by any user of the Website, Products or Subscription Service. Unfortunately, the transmission of information via the internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Website, Products or Subscription Service. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures we provide. ------------------------------------------------------------------------------------------------------------- ABOUT THIS POLICY. When this Policy Applies. This Privacy Policy applies to our Website, Products, and to all of the Subscription Services we offer that refer to this Privacy Policy. This Privacy Policy does not apply to Subscription Services that have separate privacy policies that do not incorporate by reference this Privacy Policy. This Privacy Policy does not apply to: Information collected by third-party sites, content, or applications that may linked to or be accessible from or on our Website or Subscription Services. The information practices of other companies and organizations that advertise our Subscription Services. Services offered by other companies or individuals. Changes to this Policy. We may change this Privacy Policy from time to time. The date the Privacy Policy was last revised is identified at the top of the first page. We will place a notice on the Website home page whenever we make changes to this Privacy Policy. You are responsible for periodically visiting our Website and the Privacy Policy to check for any changes. Agreement to this Policy. Please click the "I Agree" button below to demonstrate that you agree to the use of your information as described in this Privacy Policy. Unfortunately, we are unable to deliver many of our Subscription Services unless we are able to collect, use and disclose information as we have described. We may change this Privacy Policy from time to time (see Changes to this Policy above). If you continue to use this Website, the Products, or Subscription Services after we make changes, you will be deemed to have accepted those changes, so please check the Privacy Policy periodically for updates. Children Under the Age of 13. Our Website, Products and Subscription Services are not intended for children under the age of 13. No one under the age of 13 may provide any information to or on the Website, Products or Subscription Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information to our Website, Products or Subscription Services, use any of the interactive or public comment features of the Website, Products or Subscription Services, or provide any information about yourself to us, including your name, address, telephone number, email address, screen name, or any other user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at [info@kapioshealth.com]. Questions. To ask questions or comment about this Privacy Policy and our privacy practices, contact us at: Support@KapiosHealth.com ------------------------------------------------------------------------------------------------------------- DEFINITIONS. “Kapios,” “we,” “us” or the like means Kapios, LLC, d/b/a Kapios Health, with a principal place of business at 2865 North Reynolds Road, Toledo, Ohio 43615, and its subsidiaries and affiliates. “Subscription Services” means the Kapios applications licensed by you, which may include the Laboratory Assured Compliance Solution, I/O Surg, or Face2Face. “Website” means the domain www.kapioshealth.com. I HAVE READ AND HEREBY CONSENT, FREELY AND KNOWINGLY, TO THE USE OF MY INFORMATION AS DESCRIBED IN THIS PRIVACY POLICY. I ALSO CONSENT TO THE USE OF COOKIES AS DESCRIBED, IN ACCORDANCE WITH THE SETTINGS ON MY COMPUTER OR MOBILE DEVICE 4832-0231-3839v1