TERMS AND CONDITIONS OF USE OF THE MORNING HEALTH SITE AND SERVICES

For purposes of these T&C, the capitalized terms below shall have the meanings set forth herein. Singular includes plural and vice versa.

2.1. Subject matter. These T&C establish the general terms and conditions governing: (i) access to and use of the Site by any Visitor; and (ii) the subscription, access and use of the Platform under any Self-Serve Plan by any User.

2.2. Scope of application. These T&C apply, without exception, to: (i) all Visitors and Users of the Site; (ii) all Users who subscribe to any Self-Serve Plan; and (iii) any use of the Platform under self-serve modality not documented in an MSA + Order Form.

2.3. Out-of-scope. These T&C do not apply to clients of any Negotiated Plan, who are governed exclusively by a separately executed MSA + Order Form, which prevail in their entirety.

2.4. Order of precedence. In case of conflict regarding the same User: (a) the MSA + Order Form (if any) shall prevail over these T&C; (b) these T&C shall prevail over the Privacy Policy for general contractual matters; the Privacy Policy shall prevail for Personal Data processing matters; (c) the most recently published version of any document incorporated by reference shall prevail over earlier versions.

3.1. Forms of acceptance. Acceptance is given by any of: (i) browsing or accessing the Site; (ii) creating an Account; (iii) subscribing to a Self-Serve Plan and authorizing the first Payment Processor charge; (iv) clicking "I accept" or any equivalent button; (v) any other unequivocal act of acceptance.

3.2. Legal capacity. The User declares and warrants that they: (i) are at least eighteen (18) years old; (ii) have full legal capacity under Applicable Law; (iii) act in their own name and on their own account; (iv) if they hold a regulated professional license, are duly licensed and in good standing.

3.3. Standard terms. These T&C are standard, click-wrap terms that apply uniformly to all Users. Individualized contractual arrangements are available exclusively under a Negotiated Plan as set forth in Clause 11.

3.4. Modification. Morning Health may modify, update or evolve these T&C at any time, at its discretion. Where a modification materially reduces the User's rights or materially increases its obligations, Morning Health shall use commercially reasonable efforts to notify the User with reasonable prior notice. Non-material changes may take effect immediately upon publication. Continued use of the Site or the Services after the new Effective Date constitutes binding acceptance of the updated T&C.

3.5. Electronic recordkeeping. Morning Health may retain electronic evidence of Acceptance (timestamps, IP address, click logs, transaction identifiers) as probative evidence. The User waives any defense based on the absence of a handwritten signature.

4.1. Eligibility. Self-Serve Plans are offered to professionals, practitioners and organizations operating in the health, wellness, longevity and related sectors. Morning Health reserves the right to refuse or revoke an Account where the User does not meet the eligibility criteria.

4.2. Registration data. The User shall provide accurate, complete and up-to-date information and shall keep it current.

4.3. One Account per User. Each Account corresponds to one (1) individual Authorized Subscriber. Sharing, sublicensing, transferring or making credentials available to third parties is strictly prohibited and constitutes a material breach.

4.4. Account security. The User is fully responsible for: (i) safeguarding credentials; (ii) all activity under the Account; (iii) promptly notifying Morning Health of any unauthorized use.

4.5. Identity verification. Morning Health may, at any time, require additional verification of identity, professional license or payment instrument, and may suspend access pending satisfactory completion.

5.1. Description. Each Self-Serve Plan is a self-serve subscription whose functionality, included usage limits, billing tier and ancillary support are those published on the Site for the relevant plan as of the date of Acceptance. The Solo Plan is the current entry-level Self-Serve Plan.

5.2. Billing Cycle. The User selects the Billing Cycle (monthly or annual) at checkout. Unless cancelled pursuant to Clause 29, the subscription renews automatically at the end of each Billing Cycle for an identical successive period, at the then-current published price.

5.3. Onboarding. Onboarding is self-serve through the Site and the Platform. Morning Health does not commit to bespoke onboarding under any Self-Serve Plan; such services are exclusive to Negotiated Plans.

5.4. Functionality changes. Morning Health may modify, update, add or discontinue features of the Platform at any time. Where a discontinuation materially affects core functionality, Morning Health shall provide reasonable prior notice and, at its election, an alternative feature, a pro-rata refund of unearned prepaid fees, or migration assistance.

6.1. Payment method. Payment is processed exclusively via the applicable Payment Processor, using a valid credit or debit card or any other instrument enabled by Morning Health.

6.2. Express and irrevocable authorization for recurring charges. By subscribing, the User expressly and irrevocably authorizes Morning Health and the applicable Payment Processor to debit the registered payment instrument on each billing date, including initial charges, renewals, price adjustments under Clause 8, applicable taxes and any other agreed charge, until effective Cancellation or termination.

6.3. Failed charges and retries. If a recurring charge fails, Morning Health may retry the charge on commercially reasonable terms. If failure persists for more than seven (7) calendar days, Morning Health may suspend access; after thirty (30) calendar days, terminate.

6.4. Chargebacks. Unjustified or fraudulent Chargebacks constitute a material breach and shall result in immediate suspension or termination.

6.5. Taxes and gross-up. Stated prices are net to Morning Health. Any withholding, sales, value-added, or similar tax shall be borne by the User, who shall gross up the amount.

6.6. Currency and bank costs. Charges are made in the currency stated on the Site (by default, USD). Any currency conversion, bank fee, or processor fee is borne by the User.

6.7. Electronic receipts. The applicable Payment Processor shall issue an electronic receipt for each successful charge. Tax-compliant invoices may be requested at billing@morninghealth.ai.

6.8. No refunds. Except where mandatory consumer-protection law expressly requires otherwise, no refunds are issued for: (i) Billing Cycles already commenced; (ii) unused portions of an active subscription; (iii) Cancellations effective at the end of the then-current Billing Cycle.

7.1. Morning Health may suspend access if a recurring charge fails to clear within seven (7) calendar days.

7.2. Good-faith dispute. Morning Health shall not exercise the remedy while the User is reasonably and in good faith disputing a charge, provided proper notice and cooperation.

8.1. Morning Health may modify Self-Serve Plan prices at any time, with at least thirty (30) calendar days' prior notice by email. Price changes shall apply as of the next renewal of the Billing Cycle.

8.2. Users who do not accept the new price must cancel prior to the new Effective Date; otherwise, continued use shall constitute binding acceptance.

9.1. License grant. Subject to the User's strict compliance with these T&C (including timely payment), Morning Health grants the User, for the duration of the active subscription, a limited, non-exclusive, non-transferable, non-sublicensable, non-white-label, revocable license to access and use the Platform, restricted to the Territory and solely to support the User's own individual professional practice.

9.2. One Authorized Subscriber. The license authorizes a single (1) Authorized Subscriber per Account.

9.3. Internal professional use. The license is for the User's internal professional use only. The User shall not: (i) offer the Platform under their own brand; (ii) integrate into third-party products; (iii) resell, redistribute, sublicense; (iv) operate as a reseller; (v) re-offer the Platform itself.

9.4. Automatic suspension and revocation. The license is automatically suspended or revoked upon: (i) non-payment exceeding seven (7) days; (ii) Chargeback; (iii) material breach of AUP or T&C; (iv) Cancellation; or (v) termination by Morning Health.

9.5. No implied licenses. All rights not expressly granted are reserved.

10.1. The User shall not: (i) reverse-engineer the Platform; (ii) circumvent any technical limitation; (iii) extract data in bulk; (iv) competitive benchmarking; (v) use for unlawful, infringing or deceptive activities; (vi) remove, alter or obscure any IP notice; (vii) use outside the Territory; (viii) introduce malware; (ix) interfere or disrupt the Platform; (x) use to train, fine-tune or evaluate any third-party AI model.

10.2. Monitoring. Morning Health may use technical and analytics measures, including audit logs, to monitor compliance.

11.1. Any User requiring functionality, volumes, multi-user access, white-label, dedicated SLA, or any arrangement beyond the scope of a Self-Serve Plan must enter into a separately executed MSA + Order Form under a Negotiated Plan. Contact sales@morninghealth.ai.

11.2. Precedence. The terms of any executed MSA + Order Form shall prevail over these T&C with respect to the relevant Client.

11.3. No commitment to negotiate. Morning Health is under no obligation to offer any Negotiated Plan to any User.

12.1. The content of the Site is owned by Morning Health or licensed to it and is protected by intellectual-property laws.

12.2. Cookies. The Site uses cookies and similar technologies as described in our Cookie Policy at morninghealth.ai/en/cookies.

12.3. Trademarks. "Morning Health" and related logos are trademarks of HumanoLab LLC.

12.4. Third-party links. Third-party links are provided for convenience only; Morning Health does not control or endorse third-party content.

12.5. Availability. The Site and the Platform are provided on an availability basis. Morning Health does not warrant uninterrupted availability and may schedule maintenance windows.

13.1. The User shall not use the Site, the Platform or the Services for, or to facilitate: (i) illegal content or activities; (ii) uploading malware; (iii) infringement of third-party rights; (iv) issuing medical recommendations without supervision of a duly licensed professional; (v) discrimination, harassment, hate speech; (vi) unsolicited communications (spam); (vii) misrepresenting identity; (viii) any activity jeopardizing the security, integrity or reputation of the Platform.

13.2. Enforcement. Morning Health may investigate suspected AUP violations and take any commercially reasonable measure, including warning, content removal, suspension and termination.

14.1. AI Outputs are support tools. The Platform incorporates AI models that generate AI Outputs solely as support tools. AI Outputs do not replace clinical judgment.

14.2. Human oversight. The User shall maintain professional human oversight over any AI Output of clinical relevance.

14.3. Disclosure. Where Applicable Law so requires, the User shall inform End Users of the use of AI and obtain any required consent.

14.4. AI sub-processors. Morning Health may engage third-party AI sub-processors and may update, add, replace or discontinue such sub-processors from time to time at its discretion.

14.5. No training on User Content. Morning Health shall not use User Content to train, fine-tune or evaluate generally available AI models without the User's express prior consent, save for: (i) aggregated and anonymized data under Clause 20; (ii) instance-specific fine-tuning explicitly offered to the User as a future paid feature.

15.1. NO PROVISION OF MEDICAL SERVICES. The User expressly acknowledges and accepts that Morning Health does not provide medical, healthcare, diagnostic, treatment, prescription or clinical services of any kind. The Platform is solely a technology tool to support licensed healthcare professionals and longevity practices. 15.2. NO PHYSICIAN–PATIENT RELATIONSHIP. Nothing in the Platform, the Services or these T&C creates a physician–patient relationship. 15.3. NO CLINICAL WARRANTY. Morning Health does not warrant clinical, therapeutic, diagnostic or health outcomes. Any clinical decision is the sole responsibility of the User and of the licensed professionals acting under their responsibility.

16.1. The Platform may integrate with third-party services. Their use is governed by the respective third party's terms.

16.2. No warranty. Morning Health does not warrant the availability, accuracy, security or continuity of third-party services.

16.3. Laboratory tests. Where this option is available, Morning Health may facilitate the offering of laboratory tests through allied laboratories. Such tests are offered at cost (no Morning Health markup); the User defines its own margin.

17.1. Ownership. Morning Health (or its licensors) is and shall remain the sole owner of all rights, title and interest in and to the Platform, the Site, the "Morning Health" brand, source and object code, models, algorithms, clinical protocols, interfaces, designs, documentation and any improvement or derivative work.

17.2. Reservation of rights. All rights not expressly granted in Clause 9 are reserved.

17.3. Improvements. Any improvement, modification, derivative work, configuration or customization of the Platform developed by Morning Health shall be the exclusive property of Morning Health, free of compensation to the User.

18.1. Ownership. The User retains ownership of User Content, subject to the operational license below.

18.2. Operational license. The User grants Morning Health a worldwide, non-exclusive, royalty-free, sublicensable (to sub-processors) license to host, process, transmit, display, modify (technically), and otherwise use User Content solely to: (i) provide the Services; (ii) ensure security and integrity; (iii) comply with Applicable Law.

18.3. User warranties. The User warrants that: (i) they hold all rights and consents necessary to upload User Content; (ii) User Content does not infringe third-party rights; (iii) User Content is accurate, lawful and not misleading.

19.1. Privacy Policy. Personal Data is processed in accordance with the Privacy Policy at morninghealth.ai/en/privacy, incorporated herein by reference.

19.2. Roles. Under Applicable Law: (i) regarding Personal Data of the User themselves, Morning Health acts as Data Controller / Business; (ii) regarding Personal Data of End Users, the User acts as Data Controller / Business and Morning Health acts as Data Processor / Service Provider.

19.3. International transfer. Personal Data may be transferred to and processed in the United States and any other jurisdiction where Morning Health or its sub-processors operate.

19.4. Sensitive health data. The User is the sole responsible party for obtaining consent for the processing of sensitive health data.

19.5. No separate DPA under the Solo Plan. Given the click-wrap nature, no separate Data Processing Agreement is executed. Users requiring an executed DPA must upgrade to a Negotiated Plan.

20.1. Morning Health may generate, retain and use aggregated and/or anonymized data (in a manner that does not permit identification of any individual or of the User) for: (i) improving the Platform; (ii) training and evaluating models; (iii) generating industry benchmarks; (iv) statistical, scientific and research purposes; (v) reporting to investors. These rights survive termination.

21.1. Any Feedback provided by the User is assigned royalty-free and perpetually to Morning Health, with no obligation of attribution, accounting or compensation. Morning Health may freely use, incorporate, modify, sublicense and commercialize such Feedback.

22.1. Retention. During the subscription, User Content is retained per Platform configuration and Privacy Policy.

22.2. Portability. During the subscription and for thirty (30) calendar days following effective termination, the User may export User Content in standard format (CSV and, for clinical data where technically available, FHIR).

22.3. Deletion. After the 30-day window, Morning Health shall delete User Content, except: (i) data retained by legal or regulatory obligation; (ii) backups in the ordinary course; (iii) aggregated and anonymized data under Clause 20.

23.1. Morning Health warrants that: (i) it has the legal capacity and sufficient rights to make the Platform available; (ii) the Platform operates with reasonable industry-standard security measures, aligned with frameworks such as ISO 27001 and SOC 2 where applicable.

23.2. No other warranties are provided beyond those expressly stated.

24.1. Except for Clause 23, the Site, the Platform and the Services are provided "as-is" and "as-available". To the maximum extent permitted by Applicable Law, Morning Health disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, accuracy of results and uninterrupted availability.

24.2. The User acknowledges that subscribing is not contingent on future functionality, modules, integrations, features or roadmap items.

24.3. No SLA under Self-Serve Plans. Self-Serve Plans are offered without committed service levels and without uptime, support-response-time or incident-resolution guarantees.

24.4. AI Outputs. Morning Health does not warrant the accuracy, completeness, reliability or fitness of AI Outputs for any particular purpose.

25.1. General cap. Morning Health's aggregate liability shall not exceed the amount actually paid by the User to Morning Health in the twelve (12) months preceding the event giving rise to the claim.

25.2. Excluded damages. In no event shall Morning Health be liable for: (i) indirect, consequential, special, incidental or punitive damages; (ii) lost profits, lost revenue, lost business opportunity, loss of goodwill; (iii) loss of data; (iv) damages arising from the User's clinical decisions.

25.3. Apportionment. The User's own fault, omission or breach shall be taken into account to reduce Morning Health's liability.

26.1. The limitations in Clause 25 do not apply to: (i) Morning Health's willful misconduct or gross negligence; (ii) Morning Health's IP indemnification obligations (where expressly committed); (iii) material breaches of mandatory Personal Data obligations. The User's payment obligations are not subject to Clause 25.

27.1. Indemnity. The User shall defend, indemnify and hold harmless Morning Health from and against any third-party claim arising out of: (i) the User's misuse of the Platform; (ii) User Content that infringes third-party rights; (iii) the User's provision of clinical services to End Users; (iv) the User's breach of these T&C; (v) the User's failure to comply with Data Controller obligations; (vi) any holding-out that Morning Health provides medical or clinical services.

28.1. Notice. Morning Health shall notify the User in writing within ten (10) business days of becoming aware of a claim.

28.2. Defense. The User shall assume reasonable control of defense and settlement at its cost.

28.3. Settlements. No settlement imposing any obligation on Morning Health shall be valid without Morning Health's prior written consent.

28.4. Cooperation. The Parties shall cooperate reasonably in the defense.

29.1. Term. The subscription enters into force on the date of the first successful payment and remains in force until cancelled by the User or terminated by Morning Health.

29.2. Cancellation. The User may cancel at any time directly from the Account. Cancellation takes effect at the end of the then-current Billing Cycle. No refunds for unused portions.

30.1. Morning Health may suspend access upon: (i) non-payment; (ii) breach of AUP creating material risk; (iii) legal or regulatory requirement; (iv) documented security threat; (v) verification process.

30.2. Effects. During suspension, payment obligations remain in force. Morning Health shall lift the suspension once the triggering cause is remedied.

31.1. Morning Health may terminate the subscription: (i) for non-payment exceeding thirty (30) calendar days; (ii) for material breach not cured within seven (7) calendar days; (iii) for repeated or willful AUP breach; (iv) for legal or regulatory requirement; (v) where Morning Health discontinues the applicable Self-Serve Plan, with at least thirty (30) calendar days' prior notice.

32.1. As of the effective termination date, the User's access shall cease.

32.2. Morning Health shall keep User Content exportable for thirty (30) calendar days per Clause 22.2.

32.3. Surviving clauses. Clauses 1, 17, 18, 19, 20, 21, 22, 25–26, 27–28, 33, 34, and any other clause by its nature intended to survive.

32.4. All fees accrued through the effective termination date remain due and payable.

33.1.1. Users domiciled in Colombia: these T&C are governed by the laws of the Republic of Colombia, excluding its conflict-of-laws rules.

33.1.2. All other Users: these T&C are governed by the laws of the State of Delaware, United States of America, excluding its conflict-of-laws rules, and without prejudice to any mandatory rights granted to the User as a consumer under the legislation of the User's country of residence.

33.2. CISG. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

34.1. Direct negotiation. The Parties shall attempt to resolve any dispute through good-faith direct negotiation for fifteen (15) business days from written notice.

34.2.1. Users domiciled in Colombia: pre-suit conciliation administered by the Conciliation Center of the Bogotá Chamber of Commerce (CCB), in Spanish, with a maximum duration of thirty (30) calendar days. Failing settlement, ordinary judicial proceedings before the civil circuit courts of Bogotá D.C., to whose exclusive jurisdiction the Parties expressly submit.

34.2.2. All other Users: the state or federal courts located in Wilmington, Delaware, to whose exclusive jurisdiction the Parties expressly submit, or, alternatively at Morning Health's election, to binding arbitration administered by JAMS or AAA seated in Wilmington, Delaware or New York, New York, with one (1) arbitrator (or three (3) where the amount in dispute exceeds USD 500,000), in English, on a confidential basis.

34.3. Interim measures. Either Party may resort directly to the competent courts to seek urgent interim measures and pursue enforcement actions.

34.4. No class or collective actions. To the maximum extent permitted by Applicable Law, disputes shall be brought individually. The User waives any right to participate in class, collective or representative actions.

34.5. Statute of limitations. Any claim against Morning Health must be brought within one (1) year of the date the User became aware or should have become aware of the underlying facts.

35. Notices. Notices to the User shall be sent by email to the Account address. Notices to Morning Health shall be sent to legal@morninghealth.ai.

36. Assignment. The User shall not assign these T&C without Morning Health's prior written consent. Morning Health may assign freely to any Affiliate or as part of a corporate reorganization.

37. Independent Contractors. The Parties are independent contractors. Nothing in these T&C creates a partnership, joint venture, commercial agency, franchise, mandate, representation, employment or fiduciary relationship. For Users in Colombia, the Parties expressly exclude the application of the commercial agency regime under Articles 1317 et seq. of the Colombian Code of Commerce.

38. No Third-Party Beneficiaries. These T&C are entered into solely for the benefit of the Parties.

39. Force Majeure. Neither party shall be liable for the failure to perform its obligations (other than payment obligations) due to force majeure. If the event continues for more than sixty (60) calendar days, either party may terminate without penalty.

40. Severability. If any clause is held invalid, the remaining clauses shall remain in full force and effect.

41. Headings. Clause headings are for reference only and do not affect interpretation.

42. Prevailing Language. These T&C are published in English and Spanish. In the event of any discrepancy, the English version shall prevail.

43. Entire Agreement. These T&C, together with the Privacy Policy, constitute the entire agreement and supersede any prior communication, representation, proposal or agreement on the same subject matter.

44. Electronic Acceptance. Acceptance by click-through is recognized as legally binding under Colombia's Law 527 of 1999, the U.S. ESIGN Act, and any analogous legislation.

45. Survival. Clauses 1, 17, 18, 19, 20, 21, 22, 25, 26, 27, 28, 33, 34, 36, 37, 38, 40 and 42, and any other clause by its nature intended to survive, shall survive termination.

46. Contact and Support. Support: support@morninghealth.ai. Legal/contractual notices: legal@morninghealth.ai. Sales and upgrade inquiries: sales@morninghealth.ai.