End User License Agreement

PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE APP.

By accepting this Longevitix End User License Agreement (“Agreement”), or installing and/or using the Longevitix mobile software application (“App”) you expressly acknowledge and agree that you are entering into a legal agreement with Longevitix Inc. (“Longevitix”, “we”, “us” or “our”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Agreement. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not accept it, download, install or use the App.

1. Ability to Accept. By installing the App you affirm that you are over eighteen (18) years of age. If we become aware that you are under 18, we may suspend or delete your account.
2. App License. Subject to the terms and conditions of this Agreement, we hereby grant you a personal, limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to download, install, access and use the App on a mobile telephone, tablet or device that you own or control, in accordance with this Agreement and any applicable Usage Rules (defined below).
3. License Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, assign, transfer, lease, lend or rent the App; (ii) make the App available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the App; (iv) copy (except for back-up purposes), “frame”, “mirror”, modify, improve, or create derivative works of the App or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the App or features that prevent or restrict use or copying of any content or that enforce limitations on use of the App; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the App; (vii) use the Longevitix name, logo or trademarks without our prior written consent; (viii) use the App to violate any applicable laws, rules or regulations or third-party rights, or for any unlawful, harmful, irresponsible, or inappropriate purpose; and/or (ix) use the App in any manner not expressly permitted by this Agreement.
4. Account. In order to use some of the App features you may have to create or use an account (“Account”). If you create an Account, you must provide accurate and complete information about yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account. You may never use another's Account without permission.
5. App Usage Rules. If you are downloading the App from a third party mobile device platform or service provider (“Distributor”), please be aware that the Distributor may have established usage rules which also govern your use of the App (“Usage Rules”). We specifically refer to the Usage Rules of certain Distributors in Section 27 (Distributor Requirements and Usage Rules) below. You acknowledge that, prior to downloading the App, you have also had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that you agreed to in connection with downloading the App are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App; if you are unable to make such a representation you are prohibited from installing and/or using the App.
6. Safe and Appropriate Use.
   • You agree that your use of the App is at your own risk and that you will not use the App to violate any applicable law, regulation or rule.
   • Longevitix does not intend to provide medical or health advice. If you experience any physical adverse event, medical problem, or discomfort while using the App or following any recommendations provided by the App, please consult a healthcare professional immediately.
   • In any event, if we become aware of unlawful or prohibited use of our App or behavior, we reserve the right to cancel or delete your Account immediately and take any further steps we deem appropriate.
7. User Content and Output.
   • For the purposes of this Section: (a) “Content” means any text, data, information, reports, files, images, graphics, audio, video, messages, software, and other materials; (b) “User Content” means any Content that you upload, submit, input, transmit, or otherwise provide to or through the App; and (c) “Output” means any Content, recommendations, summaries, analysis, plans, insights, or results generated, provided, or returned by the App (including by its AI and machine learning features) to you based on your User Content or interactions.
   • As between the parties, you are the exclusive owner of all User Content, and subject to your compliance with this Agreement, you own all right, title and interest in and to Output.
   • Responsibility for User Content. You are solely responsible for the legality, accuracy and quality of User Content and the means by which you acquired User Content. You represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to provide User Content to the App and to grant Longevitix the rights granted herein.
   • License to User Content. You hereby grant to Longevitix and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, store, copy, reproduce, process, modify, adapt, publish, transmit, and display User Content solely to the extent necessary to provide, maintain, support, protect, and improve the App and Services, and to develop and train machine learning and AI models (subject to applicable privacy laws and our Privacy Policy).
   • Responsibility for Output. You understand and agree as follows:
     • Artificial intelligence and machine learning are evolving technologies, and due to the probabilistic nature of machine learning, Output may contain errors, inaccuracies, omissions, or misleading information.
     • You are solely responsible and liable for evaluating and verifying (including without limitation by seeking professional medical advice) the accuracy, appropriateness, completeness, and suitability of any Output before relying upon or acting on it.
     • The App and the Output are not a substitute for professional advice, diagnosis, or treatment in relation to medical, health, nutritional, or any other matter.
8. Intellectual Property Rights.
   • Ownership. The App is licensed and not sold to you under this Agreement and you acknowledge that Longevitix and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the App (and its related software). We reserve all rights not expressly granted herein to the App. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.
   • App Proprietary Materials. Excluding User Content, all other elements made available through the App, including without limitation, the software, design, text, graphics, images, logos, icons, interface, and audio/video files (the “App Proprietary Materials”) are owned by or licensed to Longevitix and are protected by applicable copyright and other intellectual property laws.
   • Use of App Proprietary Materials. The App Proprietary Materials are provided to you “as is” for your personal and non-commercial use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Longevitix.
   • Feedback. If you provide Longevitix with any suggestions, comments, or feedback regarding the App (“Feedback”), Longevitix may use and exploit such Feedback without restriction or obligation of any kind to you.
9. Payments.
   • Currently, you may access and use the App on a freemium basis, for no charge, except that your usage may be subject to limitations on features, bandwidth, storage, or volume. Longevitix reserves the right to introduce charges or modify pricing for access to any feature of the App at any time upon notice.
   • In order to access and use the full version of the App, you must pay the applicable Subscription Fees as described in the App or as communicated by Longevitix.
   • Please be aware that your use of the App may require and utilize internet connection or data access. You are responsible for all third-party fees associated with your internet and data connection.
10. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the App is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the Content.
11. Third Party and Open Source Software. Portions of the App may include third party open source software that is subject to third party terms and conditions. If there is a conflict between the terms of this Agreement and any open source license terms, the open source license terms will prevail for that third party software.
12. Privacy. Our Privacy Policy which is available at: https://longevitix.co/privacy-policy (“Privacy Policy”) governs the collection, use, and disclosure of personal data you provide in connection with the App.
13. AI Features. The App may include features that use artificial intelligence or machine learning (“AI Features”). You acknowledge that AI Features are developing and experimental, and that AI outputs are generated through statistical predictions and should not be relied upon without independent verification.
14. Healthcare Provider Integration. The App may allow you to connect your account with your healthcare provider's platform or electronic health record (EHR) system. You acknowledge that Longevitix is an independent software provider and not a healthcare provider, and that your healthcare provider is solely responsible for clinical care and decisions.
15. Wearable Device Integration. The App may allow you to connect compatible third-party wearable devices (such as Apple Health, Garmin, Oura, CGMs, etc.). Longevitix is not responsible for the accuracy, reliability, or availability of third-party devices or data from third-party APIs.
16. Aggregated Information. We may use Aggregated Information for our business purposes, including to create statistical analyses, benchmark data, and improve the App and Services, provided that such information is de-identified and does not identify you individually.
17. Warranty Disclaimers.
    • THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND LONGEVITIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
    • NEITHER LONGEVITIX NOR ITS PERSONNEL ARE LICENSED MEDICAL CARE PROVIDERS, AND THEY HAVE NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND.
    • THE APP INCLUDES AI FEATURES THAT ARE EXPERIMENTAL AND MAY NOT ALWAYS BE ACCURATE, COMPLETE, OR ERROR-FREE.
    • Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
18. Limitation of Liability.
    • NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, LONGEVITIX SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR DATA) ARISING OUT OF THIS AGREEMENT OR BEING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, LONGEVITIX'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE APP SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) TO LONGEVITIX FOR THE APP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $50, WHICHEVER IS GREATER.
19. Indemnity. To the extent permitted by law, you agree to defend, indemnify and hold harmless Longevitix and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the App; (ii) your User Content; (iii) your violation of this Agreement; or (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right.
20. Export Laws. You agree to comply fully with all applicable export laws and regulations to ensure that neither the App, nor any technical data related thereto and/or Output, is exported or re-exported directly or indirectly in violation of, or used for any purpose prohibited by, such laws and regulations.
21. Updates and Upgrades. We may from time to time provide updates or upgrades to the App (each, a “Revision”), but are not obligated to do so. Such Revisions will be supplied in accordance with our then-current policies and may include bug fixes, patches, increased functionality, and/or entirely new features.
22. Term and Termination.
    • This Agreement is effective until terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the App; and/or (ii) terminate this Agreement and your use of the App with or without cause.
    • Upon termination of this Agreement, you shall cease all use of the App. Sections 7, 8, 17, 18, 19, 22, 23, and 26 shall survive termination of this Agreement.
23. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Longevitix without restriction or notification.
24. Modification. We reserve the right to modify this Agreement at any time by sending you an in-App notification and/or publishing the revised Agreement on the App. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the App thereafter means that you accept those changes.
25. Governing Law and Disputes. To the maximum extent permitted by law, this Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Delaware, USA, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
26. General. This Agreement, and any other legal notices published by us in connection with the App, shall constitute the entire agreement between you and Longevitix concerning the App. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by Longevitix. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
27. Distributor Requirements and Usage Rules.

    Apple

    If you download the App from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:

    • (i) You acknowledge and agree that:
      • (a) this Agreement is concluded between Longevitix and you only, and not with Apple, and Longevitix and its licensors, and not Apple, are solely responsible for the App and the content thereof.
      • (b) your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
      • (c) the License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs iOS.
      • (d) Longevitix is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
      • (e) Longevitix is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Longevitix's sole responsibility.
      • (f) Longevitix, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
      • (g) in the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
      • (h) Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
    • (ii) You represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
    • (iii) If you have any questions, complaints, or claims regarding the App, please contact Longevitix at: support@longevitix.co.
    • (iv) By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service.

    Google

    If you download the App from Google Play operated by Google Inc. (“Google”), then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:

    • You acknowledge and agree that:
      • this Agreement is concluded between Longevitix and you only, and not with Google, and Longevitix and its licensors, and not Google, are solely responsible for the App and the content thereof.
      • your use of the App is also subject to the Usage Rules established by Google, including those set forth in the Google Play Terms of Service, effective as of the date that you enter into this Agreement.
      • Longevitix is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Google has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
      • Longevitix, and not Google, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
      • in the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Google shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.