Terms of Service

These Terms of Service govern your use of the Platform and any related Services, whether provided directly by Karias Health (“Karias”) or through an authorized Licensee offering Branded Services. You may be accessing the Services through a Licensee’s branded application or website; however, the underlying Platform is owned and operated by Karias. By using the Services, regardless of the brand under which they are offered, you agree to these Terms of Service.

Definitions

The following definitions apply throughout these Terms of Service:

“Karias Health” or “Karias” means Karias Health, Inc., the developer and owner of the Platform.

“Platform” means the technology platform, software, applications, and related systems developed and owned by Karias Health.

“Licensee” means a third-party entity authorized by Karias to offer the Services under its own brand using the Platform, which may include your employer’s health plan administrator, third-party administrator, or another authorized distributor.

“Services” means the healthcare navigation, provider search, cost transparency, and related services made available through the Platform, whether offered directly by Karias or through a Licensee.

“Branded Services” means Services offered by a Licensee under the Licensee’s own trade name, trademark, or branding, which are powered by the Platform.

By using the Services, you agree to abide by these Terms of Service and our Privacy Policy, and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing the Platform or using any other Services provided by Karias or any Licensee. In using certain parts of the Services, you may be presented with additional or supplementary terms regarding the use of those specific Services, including Licensee-specific addenda, and you agree to review and be bound by such additional terms.

Karias Health reserves the right to review and amend any of these Terms of Service at its sole discretion. Upon doing so, Karias will update this page and, where applicable, notify Licensees to communicate changes to their users. Any changes to these Terms of Service will take effect immediately from the date of publication. Your Licensee may provide additional or supplemental terms that govern your use of the Branded Services, and in the event of a conflict between these Terms and any Licensee-specific terms, the Licensee-specific terms shall control with respect to matters within the Licensee’s scope of responsibility.

These Terms of Service were last updated on July 26, 2026.

White-Label Platform Disclosure

The Services you are using may be offered to you by a Licensee under the Licensee’s own brand name. Regardless of the branding, the underlying technology platform is developed, maintained, and owned by Karias Health, Inc. In a white-label arrangement:

(a) Your Licensee is responsible for: (i) the terms of your access to the Services through your employer-sponsored health plan or benefit program; (ii) customer support and service-level commitments made directly to you; (iii) compliance with any plan-specific or Licensee-specific obligations; and (iv) any representations, warranties, or promises made by the Licensee independent of these Terms.

(b) Karias Health is responsible for: (i) the development, maintenance, and operation of the underlying Platform; (ii) data security measures applicable to the Platform; (iii) the accuracy of Platform-generated content to the extent not modified by a Licensee; and (iv) compliance with applicable laws governing Karias’s role as a technology provider.

(c) These Terms of Service govern your use of the Platform regardless of the brand under which you access it. In the event of a conflict between these Terms and any Licensee-specific terms, the following order of precedence shall apply: (1) applicable law; (2) plan-specific terms required by your employer or plan sponsor; (3) Licensee-specific terms within the Licensee’s scope of responsibility; and (4) these Terms of Service.

IMPORTANT MEDICAL NOTICE:

NEITHER KARIAS NOR ANY LICENSEE PROVIDING BRANDED SERVICES PROVIDES MEDICAL ADVICE THROUGH THE PLATFORM, AND USE OF THE SERVICES DOES NOT CREATE A PHYSICIAN-PATIENT RELATIONSHIP BETWEEN YOU AND KARIAS, ANY LICENSEE, OR ANY EMPLOYEE, CONTRACTOR, OR REPRESENTATIVE THEREOF. NONE OF THE CONTENT ON THE SERVICES REPRESENTS OR WARRANTS THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. KARIAS AND LICENSEES DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PROVIDERS, MEDICATIONS, PRODUCTS, OR PROCEDURES. YOUR LICENSEE OR HEALTHCARE PROVIDERS ACCESSIBLE THROUGH THE SERVICES MAY INDEPENDENTLY OFFER CLINICAL SERVICES THAT ARE SUBJECT TO SEPARATE TERMS AND DO CREATE A CLINICAL RELATIONSHIP; ANY SUCH RELATIONSHIP IS GOVERNED BY THE TERMS BETWEEN YOU AND THAT PROVIDER, NOT BY THESE TERMS OF SERVICE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY OR MENTAL HEALTH CRISIS, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT ACCESS THE SERVICES FOR EMERGENCY OR CRISIS CARE. DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH THE SERVICES. NEITHER KARIAS NOR ANY LICENSEE IS RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF ANY USER.

KARIAS HEALTH AND ITS LICENSEES MAY PROVIDE A LINK TO TELEHEALTH SERVICES, BUT DO NOT PROVIDE MEDICAL SERVICES OR MEDICAL ADVICE THROUGH THE PLATFORM. ANY TELEHEALTH SERVICES ACCESSED THROUGH THE PLATFORM ARE PROVIDED BY INDEPENDENT HEALTHCARE PROVIDERS AND ARE SUBJECT TO SEPARATE TERMS AND CONDITIONS.

Liability Notice:

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT THE LIABILITY OF KARIAS AND ITS LICENSEES TO YOU AND REQUIRE YOU TO RESOLVE DISPUTES WITH KARIAS THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT BY A LAWSUIT OR RESORT TO COURT PROCESS. THIS MEANS THAT (I) YOU ARE GIVING UP, AND YOU WAIVE, THE RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY OR A JUDGE (EXCEPT AS SET FORTH EXPRESSLY IN THESE TERMS), AND (II) THAT YOU ARE GIVING UP, AND YOU WAIVE, THE ABILITY TO PURSUE ANY SUCH DISPUTE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. DISPUTES WITH YOUR LICENSEE MAY BE SUBJECT TO SEPARATE DISPUTE RESOLUTION PROCEDURES.

Availability

Certain of our Services are currently only available to individuals located in certain states. Karias is based in the United States. We provide the Services for use only by persons located in the United States. Your Licensee may impose additional geographic restrictions on the availability of Branded Services. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of the United States. If you access the Services from outside the United States, you do so at your own risk and you are solely responsible for compliance with local laws, including export laws as applicable.

Eligibility to Use the Services

Our Services are intended for use by you only if you are 18 years of age or over. To qualify to use the Services, whether accessed directly through Karias or through a Licensee’s Branded Services, the following must be true, and by accessing or using the Services, you represent and warrant that they are true:

• You are age 18 or over, or if you are accessing the Services in violation of the Eligibility requirement related to age, you otherwise have the express consent of your parent or legal guardian.

• You are located in and a resident of a state where we provide Services.

• You agree to be legally bound by and comply with these Terms of Service

• To access or use the Services, you must have compatible devices, access to the Internet, and certain necessary software. You understand that you are responsible for any fees and charges may apply to your use of mobile services and to the Internet.

Registration and Account Creation

Although certain parts of the Services are accessible without creating an account, you may be required to create an account to access and use certain parts of the Services. You may create an account directly with Karias or through your Licensee’s registration process. If you create an account, you agree to provide information that is accurate, complete, and correct, and to accurately maintain and update any information about yourself that you have provided to Karias or your Licensee. If you do not maintain such information, or Karias or your Licensee has reasonable grounds to suspect as much, Karias or your Licensee has the right to suspend or terminate your account and your use of the Services.

You agree to keep confidential your username and password. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You also agree to immediately notify Karias or your Licensee of any unauthorized use of your username, password, or any other breach of security that you become aware of involving or relating to the Services. Karias and its Licensees may take any and all actions deemed necessary or reasonable to maintain the security of the Services.

You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else's account at any time. Karias and its Licensees explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section.

Limitations of Use

By using the Services, whether accessed directly through Karias or through a Licensee’s Branded Services, you warrant on behalf of yourself, your users, and other parties you represent that you will not:

• modify, copy, prepare derivative works of, decompile, or reverse engineer any Services or software contained in the Services;

• remove any copyright or other proprietary notations from any materials and the Services;

• transfer the materials to another person or "mirror" the materials on any other server;

• knowingly or negligently use the Services in a way that abuses or disrupts the networks of Karias, any Licensee, or any other service provided by Karias or its Licensees;

• use the Services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;

• use the Services in violation of any applicable laws or regulations;

• use the Services in conjunction with sending unauthorized advertising or spam; harvest, collect, or gather user data without the user's consent; or

• use the Services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.

Intellectual Property

The intellectual property in the Platform, including all software, algorithms, user interfaces, databases, and related technology, is owned exclusively by Karias Health or its licensors and is protected by applicable copyright, patent, trade secret, and trademark law. When you access the Services through a Licensee’s Branded Services, you acknowledge that: (i) the underlying Platform technology remains the exclusive property of Karias regardless of the branding under which it is presented; (ii) the trade names, trademarks, logos, and branding used by your Licensee are the property of your Licensee or its licensors and are used under license from or with permission of the applicable owner; and (iii) your limited license to use the Services does not grant you any rights in the intellectual property of either Karias or your Licensee beyond the right to access and use the Services for their intended purpose. We grant our users permission to download one copy of the materials for personal, non-commercial transitory use. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell, or participate in any sale of, or exploit in any way, in whole or in part, any of the Services, Platform, or materials except as permitted by these Terms of Service or otherwise by Karias expressly in writing.

Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Platform, Services, or materials shall be owned solely and exclusively by Karias or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Services, Platform, or materials.

This constitutes the grant of a license, not a transfer of title. This license shall automatically terminate if you violate any of these restrictions or the Terms of Service, and may be terminated by Karias or your Licensee at any time.

Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks, or logos ("Marks") of Karias, its affiliates, or its Licensees. You are not authorized to use any such Marks without the express written permission of the applicable owner. Ownership of all such Marks and the goodwill associated therewith remains with the respective owners. Any feedback, suggestions, or improvements you provide regarding the Platform may be used by Karias without obligation to you, regardless of which brand you were using when you provided such feedback.

Disclaimers and Limitation of Liability

The Platform and the materials on the Platform are provided on an 'as is' basis. To the extent permitted by law, Karias Health and its Licensees make no warranties, expressed or implied, and hereby disclaim and negate all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.

In no event shall Karias Health, its Licensees, or their respective suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use the Platform or the materials on the Platform, even if Karias Health, a Licensee, or an authorized representative has been notified, orally or in writing, of the possibility of such damage.

In the context of this agreement, "consequential loss" includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

NEITHER KARIAS NOR ITS LICENSEES MAKE ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF CARE, PRICE OR COST INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. FURTHERMORE, NEITHER KARIAS NOR ITS LICENSEES IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL PROVIDER OR NETWORK LISTED OR ACCESSIBLE THROUGH THE SERVICES. WHILE WE HOPE CONTENT FROM OUR SERVICES IS USEFUL, IT IS SOLELY INTENDED FOR INFORMATIONAL PURPOSES AND FOR CONNECTING YOU WITH PROVIDERS AVAILABLE IN YOUR NETWORK BASED UPON THE INFORMATION PROVIDED BY YOUR PLAN AND/OR ITS THIRD PARTY ADMINISTRATORS AND PHARMACY BENEFIT ADMINISTRATOR, AND COST AND QUALITY SYSTEMS AND RATINGS DATA IS BASED ON DATA FROM CENTERS FOR MEDICARE AND MEDICAID SERVICES (“CMS”), CIGNA, HARVARD PILGRIM, AETNA, EHN, UHC, CLARIFY HEALTH SOLUTIONS, INC., AND OTHER PUBLIC AND PRIVATE SOURCES

FURTHERMORE, NEITHER KARIAS NOR ITS LICENSEES GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND KARIAS AND ITS LICENSEES DISCLAIM ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL, AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF, OR RELIANCE ON, SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL KARIAS, ITS LICENSEES, THEIR RELATED PERSONS, OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS, OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF KARIAS, ITS LICENSEES, OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN NO EVENT SHALL KARIAS, ITS LICENSEES, OR THEIR RESPECTIVE RELATED PERSONS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE, THE GREATER OF (I) ONE HUNDRED DOLLARS ($100), OR (II) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

NEITHER KARIAS HEALTH NOR ANY LICENSEE, IN THE PERFORMANCE OF THE SERVICES, IS OR SHALL BE CONSIDERED A “PLAN ADMINISTRATOR” OR “FIDUCIARY” OF AN EMPLOYEE WELFARE BENEFIT PLAN AS SUCH TERMS ARE DEFINED UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”). THE SERVICES ARE ADMINISTRATIVE AND TECHNOLOGICAL IN NATURE AND DO NOT CONSTITUTE THE EXERCISE OF DISCRETIONARY AUTHORITY OR CONTROL OVER PLAN ASSETS OR PLAN MANAGEMENT. TO THE EXTENT A LICENSEE PROVIDES SERVICES IN CONNECTION WITH AN ERISA-COVERED PLAN, THE LICENSEE’S FIDUCIARY STATUS, IF ANY, IS DETERMINED BY THE LICENSEE’S SEPARATE AGREEMENT WITH THE APPLICABLE PLAN SPONSOR OR FIDUCIARY, AND NOT BY THESE TERMS OF SERVICE.

Allocation of Liability in White-Label Arrangements.

(a) Karias’s Liability. Karias’s liability under these Terms is limited to claims arising directly from: (i) defects in the Platform’s underlying code or technology; (ii) Karias’s breach of its data security obligations; or (iii) Karias’s gross negligence or willful misconduct. Karias shall not be liable for: (i) any modifications, customizations, or configurations made by a Licensee; (ii) content, advice, or services provided by a Licensee independent of the Platform; (iii) a Licensee’s failure to comply with applicable laws or contractual obligations; or (iv) the acts or omissions of healthcare providers, employers, or health plans.

(b) Licensee Liability. Your Licensee is solely responsible for: (i) the accuracy of information it provides or modifies through the Branded Services; (ii) customer service and support commitments; (iii) compliance with its obligations under your employer’s health plan or benefit program; and (iv) any representations or warranties made independently of these Terms.

(c) No Joint Liability. Karias and your Licensee are independent entities and are not joint venturers, partners, or agents of each other. Each party is responsible only for its own acts and omissions. In no event shall Karias be liable for damages arising from the conduct of your Licensee, and in no event shall your Licensee be liable for damages arising from defects in the Platform for which Karias is responsible.

Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Data Privacy and Security

When you access the Services through a Licensee’s Branded Services, the following data responsibilities apply:

(a) Data Controller. Your Licensee, your employer, or your health plan (as applicable) typically serves as the data controller with respect to your personal information and determines the purposes for which your data is processed in connection with your health benefits.

(b) Data Processor. Karias Health processes personal information on behalf of Licensees and their clients as a service provider and, where applicable, as a Business Associate under the Health Insurance Portability and Accountability Act (“HIPAA”). Karias’s processing of your information is governed by its agreements with your Licensee and applicable law.

(c) HIPAA Compliance. To the extent the Services involve Protected Health Information (“PHI”) as defined under HIPAA, Karias maintains Business Associate Agreements with applicable Licensees and covered entities and implements administrative, technical, and physical safeguards as required by the HIPAA Security Rule.

(d) State Privacy Laws. Depending on your state of residence, you may have additional privacy rights under laws such as the California Consumer Privacy Act (“CCPA”), the Virginia Consumer Data Protection Act, or other state privacy statutes. To the extent Karias processes your personal information as a service provider to your Licensee, requests to exercise such rights should be directed to your Licensee, who will coordinate with Karias as necessary.

(e) Data Security. Karias maintains commercially reasonable administrative, technical, and physical security measures to protect information processed through the Platform. However, your Licensee is responsible for the security of data within its own systems and any modifications made to Platform outputs.

(f) Data Portability and Deletion. Upon termination of your access to the Services, or upon your valid request pursuant to applicable law, Karias will coordinate with your Licensee regarding the return, portability, or deletion of your personal information in accordance with applicable law and the terms of Karias’s agreement with your Licensee.

Links

The Services may contain hyperlinks, plug-ins, products, or features operated by third parties ("Third-Party Services"). Such Third-Party Services are not under the control of Karias or your Licensee; therefore, neither Karias nor your Licensee is responsible for the information, products, or services described by, or for the content or features of, any such Third-Party Services. Karias and its Licensees provide these Third-Party Services to you only as a convenience, and the inclusion of any Third-Party Services does not necessarily imply endorsement of the Third-Party Services or any association with its operators. Your use of these Third-Party Services is at your own risk, and neither Karias nor your Licensee is liable to you in any way, either directly or indirectly, for any content, errors, damage, or loss caused by or in connection with use of or reliance on information contained in or provided to Third-Party Services.

You may have arrived at the Services through a Third-Party Service or through a Licensee’s Branded Services, and you understand and agree that neither Karias nor your Licensee is responsible for the information, products, or services described on those Third-Party Services. Only these Terms of Service (and any applicable Licensee-specific terms) will apply to your use of or access to the Services.

Right to Terminate

The Terms of Service will remain in full force and effect as long as you continue to access or use the Services.

(a) Termination by You. You may terminate your use of the Services at any time by discontinuing access and, if applicable, by closing your account in accordance with the account closure procedures.

(b) Termination by Karias. Karias may suspend or terminate your access to the Platform immediately upon written notice to you for any breach of these Terms of Service, violation of applicable law, or as otherwise necessary to protect the integrity of the Platform.

(c) Termination by Licensee. Your Licensee may suspend or terminate your access to the Branded Services in accordance with the terms of your agreement with the Licensee, your employer’s health plan, or applicable law. A Licensee’s termination of your access to Branded Services does not necessarily terminate your rights under these Terms with respect to the Platform generally.

(d) Effect of Licensee Agreement Termination. If your Licensee’s agreement with Karias terminates, your access to the Services through that Licensee will also terminate. Karias will coordinate with your Licensee regarding the transition or deletion of your data in accordance with applicable law and the Licensee’s obligations to you or your employer.

(e) Post-Termination Obligations. You agree that if your use of the Services is terminated pursuant to these Terms of Service, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold Karias and your Licensee harmless from any and all liability that they may incur therefore.

(f) Data Retention. Subject to applicable law, Karias reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After termination, Karias will have no further obligation to provide the Services, except to the extent a healthcare provider, your Licensee, or your health plan is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical, and professional obligations to you.

(g) Survival. Provisions of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, ERISA disclaimer, data privacy, arbitration, and dispute resolution provisions) shall survive termination of your access to the Services.

Severance

Any term of these Terms of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms of Service is not affected.

Governing Law

These Terms of Service are governed by and construed in accordance with the laws of South Carolina, without regard to its conflict of law principles. You irrevocably submit to the exclusive jurisdiction of the courts in that State for any matters not subject to arbitration. However, to the extent a dispute involves your rights under an ERISA-covered employee benefit plan, federal law shall govern. Your Licensee may specify different governing law for matters within the Licensee’s scope of responsibility under its separate agreement with you.

Dispute Resolution & Arbitration

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND KARIAS TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM KARIAS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND KARIAS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Binding Arbitration, Generally

Except as described in the "Exceptions" section below, you and Karias agree that every dispute arising in connection with these Terms of Service, the Platform, or communications from Karias will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, regulation, ordinance, fraud, misrepresentation, common law, constitutional provision, respondeat superior, agency, or any other legal or equitable theory, regardless of whether a claim arises after the termination of these Terms of Service, and regardless of whether a claim arises before or after the effective date of these Terms of Service. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

Exceptions

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either party to:

• Bring an individual action in small claims court.

• File suit in a court of law to address an intellectual property infringement claim.

• Seek injunctive relief in a court of law in a state or federal court in Wilmington, Delaware.

• File a claim that is governed exclusively by ERISA’s procedural requirements, including exhaustion of administrative remedies under the applicable employee benefit plan.

Arbitrator

This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms of Service. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Karias.

Commencing Arbitration

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that

other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). KARIAS's address for Notice is: KARIAS Health Inc., 110 Traders Cross, Suite 210, Okatie, South Carolina, 29909, Attention: Chief Executive Officer and Chief Operating Officer. A copy of all Notices of Arbitration must also be sent to Karias via email to info@kariashealth.com. The Notice of Arbitration must:

• Identify the name or account number of the party making the claim.

• Describe the nature and basis of the claim or dispute.

• Set forth the specific relief sought ("Demand").

The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Karias may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Karias will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Karias has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Karias may seek reimbursement for any fees paid to AAA.

Arbitration Proceedings

Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted:

• Solely on the basis of documents submitted to the arbitrator.

• Through a telephonic or video hearing.

• By an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.

During the arbitration, the amount of any settlement offer made by you or Karias must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief

Except as provided in the "Class Action Waiver" section below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. The arbitrator's award shall be final and binding on all parties. Judgment on the award may be entered in any court having jurisdiction.

CLASS ACTION WAIVER

YOU ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER IN ANY CLASS OR COLLECTIVE CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS OR COLLECTIVE ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. YOU AND KARIAS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Karias agree otherwise in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Limited Time to File Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR KARIAS WANTS TO ASSERT A DISPUTE AGAINST THE OTHER THAT IS SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS OF USE, THEN YOU OR KARIAS MUST COMMENCE SUCH DISPUTE BY DELIVERY OF A NOTICE OF ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

Disputes Involving Licensees

(a) Claims Against Karias. The arbitration provisions of these Terms apply to disputes between you and Karias arising from the Platform or Karias’s performance of its obligations hereunder.

(b) Claims Against Licensees. Disputes arising primarily from a Licensee’s conduct, representations, or services (as distinguished from the underlying Platform) shall be resolved in accordance with the dispute resolution provisions, if any, in your agreement with your Licensee. To the extent no separate dispute resolution procedure applies, you may pursue claims against your Licensee in accordance with applicable law.

(c) Joinder. Neither Karias nor any Licensee may be joined as a party to a dispute to which it is not properly a party. If you have claims against both Karias and a Licensee, such claims must be pursued separately unless all parties agree in writing to consolidated proceedings.

(d) ERISA Claims. Notwithstanding the foregoing arbitration provisions, to the extent any dispute arises under or is preempted by ERISA, such dispute shall be resolved in accordance with ERISA’s procedural requirements, including the exhaustion of administrative remedies under the applicable employee benefit plan, before pursuing any legal or equitable remedies.

SMS/MMS and Email Communications

By opting-in to receive text (SMS) messages from Karias or a Licensee, or by sending Karias or a Licensee an initial text message (an "SMS Enrollment"), you consent to receiving text messages regarding your account and use of the Services. These text messages may include messages to or from your healthcare provider, and other transactional messages, as well as promotional and marketing notifications, to the extent you have opted-in to receive such messages from Karias or your Licensee.

With your SMS Enrollment, you represent and understand that:

1. You are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment.

2. You are authorized to approve any applicable charges in connection with the text messages you send to and receive from Karias.

3. You will be responsible for all messaging and other data charges that may apply for any text messages sent to you from Karias, or from Karias to you.

4. Neither Karias, nor your Licensee, nor your mobile carriers, will be liable for delayed or undelivered messages.

Note that access to the Services is not conditioned upon your consent to receive marketing or promotional text messages from Karias or any Licensee, and you can opt-out of any SMS services at any time by texting "STOP" to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message "STOP" to us or your Licensee, we or your Licensee may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from Karias or a Licensee, you will need to opt-out of each SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from Karias or the Licensee that you have opted-in to receive but have not unsubscribed from. If you unsubscribe from receiving text messages, there may be a short delay while Karias Health or your Licensee processes your request(s). During this time, you may continue to receive SMS communications.

You also understand that while Karias and its Licensees take your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Karias or a Licensee may not be fully encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending text messages to, and receiving text messages from, Karias or your Licensee that are not encrypted. Likewise, by emailing Karias or a Licensee, or by providing your email address, you consent to receiving unencrypted email messages from Karias or your Licensee.

If you are experiencing any issues with text messaging or email services, or if you have any concerns about sending or receiving any sensitive information through text or email, please contact us directly at info@kariashealth.com or contact your Licensee through the contact information provided by your Licensee. If you have questions specific to your text or data plan, please contact your wireless provider.

Our Use of Automated Dialing Technologies

Karias Health or your Licensee may use an automatic telephone dialing system (“ATDS”) or other automated technologies to send you SMS and/or MMS messages for the purposes described in "SMS/MMS Communications.” By providing your consent, you acknowledge and agree to receive such communications delivered through automated technologies from Karias, your Licensee, or both.

No Waiver

No waiver by Karias or any Licensee of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Karias or a Licensee to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

Remedies

You agree that any violation, or threatened violation, by you of these Terms of Service constitutes an unlawful and unfair business practice that will cause Karias and its Licensees irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to Karias or its Licensees obtaining any injunctive or equitable relief that they deem necessary or appropriate. These remedies are in addition to any other remedies Karias or its Licensees may have at law or in equity.

Headings

The heading references herein are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Contact Us

If you have any questions about these Terms of Service, please contact us at info@kariashealth.com. If you are accessing the Services through a Licensee’s Branded Services, you may also contact your Licensee using the contact information provided by your Licensee for questions regarding the Licensee’s services or your employer’s health plan.

Licensee Addenda

If you access the Services through a Licensee’s Branded Services, your Licensee may provide supplemental terms (“Licensee Addendum”) that apply to your use of the Branded Services. A Licensee Addendum may address:

(a) The Licensee’s identity, contact information, and customer support procedures;

(b) Licensee-specific disclaimers, representations, or service-level commitments;

(d) State-specific or industry-specific disclosures required by the Licensee’s jurisdiction or regulatory obligations;

(e) For employer-sponsored health plans, ERISA-required disclosures including service provider identification and fee disclosures as applicable; and

(f) Any additional terms required by your employer, health plan, or plan sponsor.

You should review any Licensee Addendum provided to you. In the event of a conflict between these Terms of Service and a Licensee Addendum, the Licensee Addendum shall control with respect to matters within the Licensee’s scope of responsibility as described in the “White-Label Platform Disclosure” section above.

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