TERMS OF USE

Effective Date: May 01, 2023

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The following terms and conditions (the “Terms of Use”) are between you and Curio Digital

Therapeutics Inc. (“Curio” or “our” or “we” or “us”) and govern your use of the MamaLift post-partum depression prevention platform (“Bellalift Platform”) and any content or services made available from or through the MamaLift Platform, including any subdomains thereof (collectively, the “Site”). Reference to the Site includes software as a service offerings made available through the Site.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THE SITE AND/OR ACCEPTING THESE TERMS BY CLICKING “I ACCEPT” OR SIMILAR ATTESTATION, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST EXIT THE SITE IMMEDIATELY AND DISCONTINUE ANY USE OF THE SAME.
 

1. Acceptance of Terms
These Terms of Use between you and Curio govern your access to the Site. Your use of the Site signifies your acceptance of these Terms of Use and constitutes a legally binding agreement between you and Curio. Curio may modify these Terms of Use at any time and will post the modified Terms of Use on this Site. Any modification is effective immediately upon posting. Your continued use of the Site will be conclusively deemed to signify your acceptance of such modifications.
 

2. Intellectual Property
This Site contains copyrighted material, trademarks and other proprietary material belonging to Curio, its licensors and others, including, but not limited to, text, data, photos, graphics and other images, software, specifications, audio and video files (collectively, “Proprietary Material”) that are protected by patent, copyright, trademark and other intellectual property laws. With the exception of your User Data, as between you and Curio, you should assume that everything you see or read and everything available on this Site is Proprietary Material owned by Curio and protected by these laws. You shall not use, copy, reproduce, distribute, modify, adapt, create derivative works of, display, publicly perform, transmit, broadcast, sell, license or in any way exploit the Proprietary Material in whole or in part.
 

3. Using the Site
Via the Site, you can access a variety of personalized interactive content and learnings, including sleep, mood, and activity trackers, to help you manage symptoms of depression and anxiety during pregnancy and after delivery. Such content and features are intended to be used by you in conjunction with treatment and advice from health care professionals. You understand and agree that the Site and information you learn from the Site are not intended, designed, or implied to diagnose or treat any condition or disease or to be a substitute for professional medical advice, diagnosis or treatment. You understand and agree that you are solely responsible for your use of the Site. All health and health-related information contained within the Site is intended to be general and informational in nature. We advise users to always seek the advice of a physician or other qualified health provider with any questions you may have regarding your condition or treatment. Although every effort is made to ensure that material within the Site is accurate and timely, it is provided only for the convenience of the user and should not be considered medical or other health care advice.
 

If you have or suspect that you have a medical emergency call your qualified health care professional immediately or dial 911 (in the United States) or call for emergency help on the nearest telephone.
 

4. Subscription Terms
The Site is available to you for free for a period of 2 (two) days (“Free Trial Period”). Following the Free Trial Period, you can purchase access to the Site with a one-time payment (“Subscription”). If you purchase a Subscription, you shall pay all fees when due and are responsible for providing complete and accurate billing information to us. If you purchase a Subscription via credit card or other electronic means, you authorize us to charge such fees using your selected payment method. If you choose to cancel your Subscription following the Free Trial Period and before completing the full program, we will refund you up to fifty percent (50%) of the Subscription price. Where you designate use of a third-party payment processor network, you will be responsible for payment of all associated fees and charges. You are responsible for all sales, use, value added or other taxes of any kind other than taxes based on our net income. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
 

5. Additional Obligations; Restrictions on Use
You are responsible for protecting the confidentiality of your username, password and any other access credentials (including, without limitation, QR codes) provided to you to access the Site. You agree that you will not: (i) access or attempt to access any systems or servers on which the Site is hosted, or modify or alter the Site in any way; (ii) forge headers, misrepresent your identity or otherwise manipulate identifiers in order to deceive others or disguise the origin of any User Data transmitted to or via the Site; (iii) collect, store, publish, post, sell, transmit or disclose personal data about other users of the Site unless expressly authorized by such other users to do so; (iv) upload or otherwise transmit files that contain viruses, worms, Trojan horses, spyware, adware, sniffers, corrupted files or other computer code designed to interrupt, destroy or limit the functionality of any computer hardware, software or telecommunications equipment; or (v) violate any applicable state, national or international law or regulation or the rights of third parties, including intellectual property laws and third-party rights with respect thereto.
 

You shall not (i) download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Site; or (ii) alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Site, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices.
 

6. Termination of Access and Use
You agree that Curio, in its sole discretion and without notice or other obligation to you, may terminate, change, suspend or discontinue any aspect of the Site at any time and that we may suspend or terminate your access to and use of the Site if we believe that you are in breach of our Terms of Use or applicable law, or for any other reason without notice or liability. Upon termination of these Terms of Use, your right to use the Site and Proprietary Materials will immediately terminate, and the “Intellectual Property,” “Termination of Access and Use”, “User Data Rights and Restrictions,” “Privacy Policy”, “Disclaimer of Warranties”, “Limitation of Liability”, “Dispute Resolution”, “Governing Law” and “Miscellaneous” will survive.
 

7. Eligibility and Access Outside of the United States
You represent that you are of legal age to form a binding contract with Curio and are not barred from using this Site by the laws of the United States or the country in which you reside. Curio is organizedin the State of Delaware, in the United States of America with principal offices in the United States of America. Curio makes no claims that the Site or any of its content are appropriate or may be downloaded or accessed outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
 

8. User Data Rights and Restrictions
To access the Site, you may be asked to provide certain registration details or other information. You agree to provide us information that is correct, current, and complete. By submitting, uploading, transmitting or making available to Curio through the MamaLift Platform or the Site any of your data and materials (“User Data”), you represent and warrant that (i) you own or have all rights necessary to submit, upload, transmit or make available such User Data and otherwise use it for your intended purpose; and (ii) the User Data you submit, your use of such User Data, and our use of such User Data, as set forth in these Terms of Use, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; and (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation.

By making any User Data available through the Site you hereby grant to us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Data in connection with operating and providing the Site to you and to other users and improving the Site, for research and analytics purposes, as well as to share User Data in anonymized and aggregated form with third-parties.
 

9. Privacy Policy
For information on our data and information collection, disclosure and use practices, please read our Privacy Policy document. You acknowledge and understand that Curio’s use of the data we collect and your personally identifiable information will be in accordance with the Privacy Policy. By using the Site, you consent to the privacy policies set forth in the Privacy Policy.
 

10. Third-party Websites
We may include links on the Site to third-party websites that we do not control or operate (each, a “Third-Party Website”). We are not responsible for any information, content, advertising, products, services or other materials on any Third-Party Website, and the presence of such links does not constitute our endorsement, approval or sponsorship of any Third-Party Website. If you choose to link to any Third-Party Website, you are doing so at your own risk and you will be subject to the Terms of Use of that website. Therefore, before interacting with any Third-Party Website, you should consult the legal terms governing the use of such Third-Party Website. We expressly disclaim any and all liability resulting from your use of any Third-Party Website.
 

11. Disclaimer of Warranties
THE SITE IS PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CURIO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UPTIME OR UNINTERRUPTED ACCESS AND AVAILABILITY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. IN ADDITION, CURIO DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. MAMALIFT IS NOT A MEDICAL DEVICE, AND CURIO IS NOT PRACTICING MEDICINE, DISPENSING MEDICAL ADVICE, OR PROVIDING MEDICAL OR OTHER HEALTH CARE. THE  INFORMATION PROVIDED BY THE SITE IS GENERAL IN NATURE AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. PLEASE CONTACT YOUR DOCTOR OR OTHER LICENSED HEALTHCARE PROFESSIONAL IF YOU ARE SEEKING MEDICAL ADVICE OR MEDICAL TREATMENT.
 

12. Limitation of Liability
NEITHER CURIO NOR ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR REPRESENTATIVES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (EVEN IF CURIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION UNDER CONTRACT, TORT, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH ANY ERRORS OR OMISSIONS, VIRUSES OR OTHER MALICIOUS OR UNAUTHORIZED CODE, THE USE, INABILITY TO USE OR PERFORMANCE OF THE SITE, OR ANY LOSS, BUSINESS INTERRUPTION OR OTHER DAMAGE SUSTAINED IN CONNECTION WITH YOUR USE OF THE SITE. TO THE EXTENT THAT ANY COURT OF COMPETENT JURISDICTION RENDERS JUDGMENT AGAINST CURIO, NOTWITHSTANDING THE FOREGOING, CURIO LIABILITY IN CONNECTION WITH YOUR USE OF THE SITE SHALL BE LIMITED TO THE GREATER OF 1) THE AMOUNT PAID BY YOU IN CONNECTION WITH SUCH USE IN THE ONE (1) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY, OR 2) ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
 

13. Dispute Resolution
In the event of any controversy, dispute or claim arising out of or related to your use of the Site or its content, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association. Arbitration shall take place in the State of New Jersey. Notwithstanding the parties’ agreement to settle any disputes by arbitration, Curio may bring a claim for injunctive relief in any appropriate state or federal district court located in the State of New Jersey. The parties consent to the personal jurisdiction of such courts and to the sole venue therein only for such purposes. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR USE OF THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

14. Governing Law
These Terms of Use and the relationship between you and Curio will be governed by the laws of the State of Delaware, USA, without giving effect to principles of conflict of laws of any jurisdiction. All parties to these terms of use waive their respective rights to a trial by jury.

15. Indemnification
You shall indemnify, defend and hold harmless Curio from and against any and all claims, actions, damages, obligations, losses, liabilities, costs and expenses, including reasonable attorneys’ fees, costs of collection and other costs of defense, arising out of or relating to your use of the Site or Proprietary Materials or your violation of these Terms of Use.

16. Notice
Any notices shall be given by email to you at the last known email address provided to Curio and, in the case of Curio, to hello@curiodigitaltx.com. Notice shall be deemed given 24 hours after an email is sent, unless the sending party is notified that the email address is invalid or that the message was otherwise returned as undeliverable. Such emails shall satisfy any legal requirement that communications be made in writing.

17. Miscellaneous
If any provision of these Terms of Use is held to be invalid, illegal or unenforceable under applicable law, then the invalid, illegal or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Use shall continue in effect. These Terms of Use and the Privacy Policy constitute the entire agreement between you and us with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, whether oral or written, between us and you with respect to the same.