Partner Agreement

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This Partner Agreement (this “Agreement”) is a binding agreement between you or the entity you represent (“Partner”, “you,” or “your”) and Longevity AI Technology Inc., a company organized under the laws of the State of Delaware, having its principal place of business at 3500 S. Dupont Highway, Dover, Delaware 19901 (“Longevity AI” or “Company”). Company and the Partner shall be regarded each as a “Party”, and collectively as the “Parties.”

The Company has developed and is the owner of a proprietary one-stop-shop software operating system for longevity, which intends to give individuals the ability to know and act upon the specific, personalized lifestyle interventions that will have the greatest impact in that moment, including object and source code, code samples, application programming interfaces, software libraries, graphical assets, database structures, configuration files, installation scripts, and Documentation (defined below) (collectively, the “Platform”). 

This Agreement governs your access to and use of the Platform. THIS AGREEMENT TAKES EFFECT WHEN YOU EXECUTE AN ORDER (the “Effective Date”). BY EXECUTING AN ORDER, YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (III) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS. 

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM. 

1. Platform and License.
   
   1.1 Purpose. The Partner seeks a license to use the Platform for its internal business purposes, specifically to provide its personnel, including employed and contracted physicians, lifestyle experts, and administrators (“Users”) with an operating system for proactive care. The Users may use the Platform to deliver products and services (the “Partner’s Offering”) to the Partner’s end users (“End Users”) for the provision of lifestyle services (collectively, the “Purpose”). Partner acknowledges that Users and End Users who access the Platform may be subject to additional terms and conditions, including the Terms of Use available on our website: https://www.longevity-ai.com/company/terms-of-use. 
   1.2 License. Subject to the terms and conditions of this Agreement and each applicable Order, the Company hereby grants to the Partner, and the Partner accepts, a limited, worldwide, non-exclusive, non-sublicensable, non-transferable, and revocable license, valid for the duration of the Term (as defined below), to (a) use the Platform for internal evaluation and training purposes; and (b) install, run, and operate the Platform on the Partner’s computer systems (including Partner-controlled cloud environments) solely for the Purpose and solely for use by its Users, in each case, and, where the Platform is made available as an app or in downloadable form, only in binary executable form and in accordance with the Documentation (the “License”). Partner shall not use the Platform, nor permit any third party to use the Platform, except for its Users as defined herein, and only for the Purpose. 
   
   1.2License. Subject to the terms and conditions of this Agreement and each applicable Order, the Company hereby grants to the Partner, and the Partner accepts, a limited, worldwide, non-exclusive, non-sublicensable, non-transferable, and revocable license, valid for the duration of the Term (as defined below), to (a) use the Platform for internal evaluation and training purposes; and (b) install, run, and operate the Platform on the Partner’s computer systems (including Partner-controlled cloud environments) solely for the Purpose and solely for use by its Users, in each case, and, where the Platform is made available as an app or in downloadable form, only in binary executable form and in accordance with the Documentation (the “License”). Partner shall not use the Platform, nor permit any third party to use the Platform, except for its Users as defined herein, and only for the Purpose. 
   
   1.3 Documentation. During the Term, the Company shall provide the Partner with access to certain Documentation, which shall be deemed part of the Company’s Confidential Information (as defined below) to be used solely for the Purpose. “Documentation” means Longevity AI’s standard user documentation, whether in hard copy, or any electronic form or other media describing the use, features, and operation of the Platform, including any upgrades, updates, customizations, and new versions thereof. The Platform shall be installed in accordance with the instructions set forth in the Documentation. 
   
   1.4 Approvals. To the extent required by applicable law, Partner shall obtain all applicable regulatory approvals, permits and licenses (collectively, “Approvals”) for its access and use of the Platform. Partner acknowledges that Company shall have no responsibility or liability with respect to any Approval and disclaims and waives any claim against the Company in this regard.
   
   1.5 Modifications and Corrections to the Platform. The Company reserves the right to modify, update, enhance, or discontinue any aspect of the Platform at any time, with or without prior notice. This includes changes to the quality, functionality, features, and pricing of the Platform. From time to time, the Company may release updates that add, remove, or alter features in the Platform. Updates to the Platform may require Partner to accept or install them manually. The Platform may contain typographical errors, inaccuracies, or omissions, including in descriptions, pricing, or availability, and the Company reserves the right to correct such issues and make changes at its discretion without notice.
   
   1.6 Suspension. The Company reserves the right to monitor the Platform for violations of this Agreement and to take appropriate legal action against any individual who, in the Company’s sole discretion, breaches the law or this Agreement, including, without limitation, reporting such users to law enforcement authorities. At its sole discretion and without limitation, the Company may refuse, restrict access to, limit availability of, or disable any portion of the Platform to the extent technologically feasible. Furthermore, the Company reserves the right to manage the Platform as necessary to protect its rights and property and to ensure the proper functioning and security of the Platform, including safeguarding other customers. Partner’s access to the Platform may be suspended immediately if an Order is thirty (30) days or more overdue, if changes in law or new legislation require suspension or pose additional liability to the Company, or if the Partner’s actions threaten harm to other customers or compromise the security, availability, or integrity of the Platform.
   
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2. Accounts and Orders.
   
   2.1 Account. To access the Platform, you may be required to register and create an account (an “Account”). You agree to keep your password confidential and will be responsible for all use of your Account and password. 
   
   2.2 Orders. Access to the Platform is subject to the execution by both Parties of a written order (the “Order”). The Company may reject any Order placed by the Partner at its sole discretion. This Agreement shall apply to all Orders executed hereunder and supersedes any different or additional terms which are not detailed in the Order and in this Agreement. In the event of any inconsistency between an Order and any provision of this Agreement, this Agreement shall prevail.
   
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3. Restrictions of Use. 
   
   3.1 Prohibited Uses. The Partner shall not (nor permit anyone else to), directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell, license, sublicense, lease, assign, transfer, pledge, or share the Partner’s rights under this Agreement with or to any third party; (iii) copy, distribute or reproduce the Platform (or any part thereof) for the benefit of third parties; (iv) disclose the results of any benchmarking of the Platform, or use such results for the Partner’s own competing software development activities or use the Platform and/or any information derived from its functionality in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Company’s business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the Platform’s source code or the underlying ideas or algorithms of the Platform; (vi) remove or otherwise modify any of Company’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform or copy the Platform manuals, online documentation, or any written materials accompanying the Platform; (vii) use the Platform for purposes other than the Purposes, or other than in compliance with the terms of this Agreement; (viii) use the Platform in a manner not authorized herein and/or that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights; or (ix) use any open source or other software in such a manner that would require disclosure of the source code of the Platform to the Partner or to any third party.
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4. Data and Compliance.
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   4.1 Partner Data. As between the Parties, all data uploaded to the Platform by the Partner, its Users and End Users, whether directly or indirectly including medical records, behavioral data, and other personally identifiable information (collectively, the “Partner Data”) shall be the exclusive property of the Partner. The Partner shall retain full responsibility and liability for the Partner Data, including its accuracy, quality, and legality. Partner shall ensure compliance with all applicable laws, including, without limitation, data protection and privacy laws. Partner is responsible for providing all applicable privacy notices and receiving all consents required under applicable law from affected End Users (including with respect to the transfer of such data to the Company), and how Partner acquired such data. THE PARTNER’S OR ITS USERS’ UPLOAD OF PARTNER DATA TO THE PLATFORM, ITS USE OF SUCH DATA, AND ANY DECISIONS OR ACTIONS TAKEN BY THE PARTNER, ITS USERS, OR ITS END USERS BASED ON THAT DATA ARE MADE AT THE PARTNER’S SOLE DISCRETION AND ARE THE SOLE RESPONSIBILITY AND LIABILITY OF THE PARTNER. THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH ANY OF THE FOREGOING. The Partner acknowledges is solely responsible for backing up any data which is used in connection with the Platform. The Company shall not be responsible for any loss of information or Partner Data, including if such loss is due to a malfunctioning of the Platform.
   
   4.2 Output Data. The Platform may generate, provide, or make available to the Partner, its Users, and End Users certain reports, alerts, analytics, recommendations, notices, and other forms of information and data based on the Platform’s configuration and the processing of data uploaded to it (collectively, the “Output Data”). Some aspects of the Platform may utilize generative artificial intelligence or machine learning technologies to produce such Output Data. These technologies rely on probabilistic methods and may generate responses that are subject to variability, limitations, and uncertainty. Subject to the terms of this Agreement, the Partner is solely responsible and liable for all actions taken in response to the Output Data. The Partner must ensure that any Output Data is thoroughly reviewed by the applicable User or End User, who must independently assess and determine the appropriate course of action based on industry standards, applicable laws, and the specific context in which such Output Data is used. The Company bears no responsibility or liability for the Partner’s, its Users,’ End Users,’ or any third party’s reliance on or use of the Output Data. ANY USE OF OUTPUT DATA IS AT THE PARTNER’S SOLE RISK. THE OUTPUT DATA DOES NOT CONSTITUTE, AND IS NOT A SUBSTITUTE FOR, MEDICAL ADVICE OR ANY FORM OF PROFESSIONAL JUDGMENT OR GUIDANCE. YOU AGREE NOT TO RELY ON OUTPUT DATA AS A SOURCE OF FACTUAL INFORMATION OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. The Partner acknowledges and agrees that: (i) Output Data may not be unique, novel, or exclusive, and other users of the Platform may receive similar or identical Output Data; (ii) Output Data may contain errors, inconsistencies, omissions, or inaccuracies due to various factors, including the quality and type of data input into the Platform and the inherent limitations of generative artificial intelligence and machine learning technologies; and (iii) all or part of the Output Data may (a) be owned or controlled by third parties, or (b) be subject to intellectual property or other proprietary rights. The Company makes no representation, warranty, or guarantee as to the accuracy, completeness, reliability, or suitability of any Output Data and disclaims all liability for any damage, loss, or harm arising from or in connection with its use.
   
   4.3 Privacy. By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into this Agreement. Each Party hereby represents and warrants that it is compliant with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). The Parties agree to be bound by the Business Associate Agreement (“BAA”) attached as Annex A of this Agreement, which is incorporated herein by reference. 
   
   4.4 Analytics and Anonymized Information. The Company may use analytics and/or statistical, aggregated, anonymous and non-identifiable information which is derived, collected, created and/or generated from the use of the Platform by Partner, its Users, or End Users (“Analytics Information”), in order to provide and improve the Company’s technologies, products, platforms, programs and services and for any other legitimate business purpose, including further R&D activities of the Company. The Company is and shall remain the sole and exclusive owner of the Analytics Information.
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5. Compensation. 
   5.1 Fees. Partner shall pay the Company the fees set forth in the applicable Order(s) (the “Fees”). Unless otherwise specified in an Order, Partner will pay all amounts due under this Agreement in US Dollar currency and all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice. All Fees and other amounts paid by the Partner under this Agreement are non-refundable and non-cancelable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. 
   
   5.2 Price Changes. Company reserves the right to change the pricing for the Platform at any time.
   
   5.3 Taxes; Expenses. All amounts payable are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, and duties (collectively, “Taxes”). If the Company is required to pay or collect any such Taxes, the Company may withhold such Taxes and Partner agrees to immediately reimburse Company for all such Taxes. Each Party is solely responsible and liable for its own expenses incurred in the performance of this Agreement and/or any Order. 
   
   5.4 Records; Audits; Transparency. During the Term and for a period of five (5) years thereafter, Partner shall establish, maintain, and make available to Company complete and accurate books and records relating to its use of the Platform and its obligations under this Agreement. Company may review such records upon thirty (30) days’ prior written notice to ensure Partner’s compliance with this Agreement; provided, that no more than one (1) audit shall be conducted in any rolling six (6) month period unless Company has a good-faith belief that material non-compliance has occurred. If the Company identifies any discrepancies, it shall notify Partner, and Partner shall promptly provide reasonable additional detail to address such concerns. If, after such exchange, Company continues to believe in good faith that a discrepancy exists, Company and its agents shall be entitled to conduct an audit of such records. In the event that any audit reveals an underpayment of any amount, the Parties shall promptly reconcile such discrepancy through appropriate payment. If such audit reveals an underpayment by Partner exceeding five percent (5%) of amounts owed, Partner shall also reimburse Company for (i) the reasonable costs of the audit that uncovered the discrepancy and (ii) any costs incurred in collecting the amounts owed. In addition, Partner acknowledges and agrees that Company may disclose information relating to this Agreement to the extent required to comply with applicable laws, regulations, or industry guidelines governing transparency of payments to healthcare professionals.
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6. Confidentiality. 
   
   6.1 Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, whether written or oral, and any other information that a reasonable person or entity would have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure and/or unauthorized access to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement. “Confidential Information” shall not include information or material that the recipient Party can document: (i) was already known to it prior to disclosure, and such prior knowledge can be demonstrated by dated, written records; (ii) is independently developed by or for the recipient Party without any reference to or use of the disclosing Party’s Confidential Information, as can be demonstrated by dated, written records; (iii) is, at the time of disclosure by the disclosing Party, generally available to the public, or thereafter becomes generally available to the public other than through a breach of any obligation under any agreement between the Parties, or by an act or omission of the recipient Party (or anyone acting on its behalf), or caused by any other fault of the recipient Party (or anyone acting on its behalf); (iv) is approved in writing by the disclosing Party for release by the recipient Party; or (v) is required or compelled by law to be disclosed, provided that the recipient Party gives prompt prior notice to the disclosing Party to allow it to seek protective or other court orders and/or waive compliance with the provisions of this Agreement. In any case, the recipient Party shall limit such disclosure to the minimum necessary to comply with such legal requirement. Notwithstanding the above, a Party may disclose Confidential Information to its employees and service providers on a need-to-know basis. The recipient Party shall bear full responsibility and liability for any harm caused to the disclosing Party by disclosure to such employees and service providers and shall remain liable for their compliance with the terms hereof. The confidentiality and non-use obligations stipulated herein shall continue until such Confidential Information is no longer considered Confidential Information, as defined herein. All right, title, and interest in and to the Confidential Information are and shall remain the sole and exclusive property of the disclosing Party, and no patent, copyright, trademark, or other proprietary right or license is granted by this Agreement. A breach by the recipient Party of any of the undertakings contained herein may result in irreparable and continuing damage to the disclosing Party, for which there may be no adequate remedy at law. The disclosing Party shall be entitled to seek injunctive relief, specific performance, and such other relief as may be available (including monetary damages). Nothing in this Agreement shall be construed as derogating from any right or remedy that the disclosing Party may be entitled to under applicable law.
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7. Intellectual Property. 
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   7.1 Ownership. The Platform is the sole and exclusive property of the Company. All right, title, and interest, including any Intellectual Property Rights evidenced by, embodied in, attached to, connected with, or related to the Platform and any and all derivative works thereof (including, without limitation, any customizations, updates, upgrades, or new versions) are and shall remain the sole and exclusive property of the Company or its licensors. This Agreement does not convey to the Partner, its Users, or any End Users any interest in or to the Platform, but only a limited, revocable right to use the Platform in accordance with the terms of this Agreement. The Partner shall use reasonable efforts to protect the Company’s Intellectual Property Rights in the Platform and shall promptly report to the Company any infringement of such rights of which it becomes aware. The Company reserves the sole and exclusive right, at its discretion, to assert claims against third parties for infringement or misappropriation of its Intellectual Property Rights in the Platform “Intellectual Property Rights” shall mean: (i) patents and patent applications, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, model weights, parameters, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world. 
   
   7.2 Feedback. If the Partner, its Users, or End Users provides the Company with questions, recommendations, comments or suggestions regarding the Platform (collectively, “Feedback”), such Feedback shall be deemed non-confidential information, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual right and license to use and incorporate any such Feedback into the Platform or other current or future technologies, products or services of the Company without Partner’s approval and without further compensation to Partner. 
   
   7.3 Use of Name. Partner agrees that the Company may identify Partner as a user of the Platform and may use Partner’s trademark and/or logo: (i) in sales presentations, promotional/marketing materials, and press releases; and (ii) in order to develop a brief Partner profile for use by Company on Company’s website and other promotional channels for promotional purposes. 
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8. Representations and Warranties; Disclaimers. 
   
   8.1 Partner’s Representations and Warranties. Partner represents and warrants that it: (i) has the technical skills, knowledge, qualified personnel, and sales facilities to perform its duties hereunder; (ii) shall display, demonstrate, and represent the Platform fairly; (iii) shall use commercially reasonable efforts to assure that the Partner Offerings that use the Platform shall not misappropriate, infringe or violate any rights of any third party, including Intellectual Property Rights; (iv) shall use the Platform, and shall allow its Users and End Users to use the Platform, in compliance with applicable laws, including privacy, intellectual property, export control, and sanctions regulations; (v) shall not use or provide access to the Platform in or to embargoed countries or regions, including Cuba, Iran, North Korea, Syria, the Crimea Region, Russia, Lebanon, or others subject to applicable restrictions; and (vi) shall use commercially reasonable efforts to implement industry-standard measures to ensure that any Partner Offerings incorporating the Platform are free from viruses, malicious code, or harmful components, including but not limited to time-bombs, worms, Trojan horses, protective codes, data destruction keys, or any other code or device that could be used to access, modify, delete, damage, deactivate, or disable any deliverables, software, hardware, or data. 
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   8.2 Disclaimers.
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   8.2.1 The Partner shall be liable to the Company for any act or omission performed by its Users and End Users with respect to the Platform. 
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   8.2.2 The Platform is an information delivery system and should not be used as a diagnostic tool. The Platform is based on medical standards but relies on the supervision of a clinician for diagnosis and treatment. ALL OUTPUT DATA PROVIDED BY THE PLATFORM, INCLUDING ALL INFORMATION, TEXT, TREATMENTS, DOSAGES, OUTCOMES, CHARTS, PROFILES, GRAPHICS, PHOTOGRAPHS, IMAGES, ADVICE, MESSAGES, AND FORUM POSTINGS ARE NOT A SUBSTITUTE FOR, OR CONSTITUTE AS, PROFESSIONAL MEDICAL, PSYCHOLOGICAL, OR HEALTHCARE ADVICE, DIAGNOSIS, OR TREATMENT. Partner should ensure that its End Users are strongly encouraged to consult with a qualified healthcare provider or relevant professional before making any healthcare-related decisions or engaging in any activities suggested by the Platform. Therefore, Partner agrees that the use of the Platform is not intended to, and shall not, limit or otherwise derogate from any of Partner’s its Users’ (where applicable) obligations or liabilities with respect to any healthcare services.
   
   8.2.3 The Platform is not intended to replace a clinician’s medical judgment or decision-making. Reliance on any information provided by the Platform, including any Output Data, is solely at the Partner’s own risk. THE COMPANY SHALL NOT BE LIABLE FOR ANY DECISIONS REGARDING DRUG THERAPY, TREATMENT, AND/OR MEDICAL CARE MADE IN CONNECTION WITH THE USE OF THE PLATFORM, NOR FOR ANY DAMAGE OR LOSS ARISING THEREFROM. The Company expressly disclaims all responsibility and liability for any actions taken or not taken based on the Platform or Output Data, including any inaccuracies, omissions, or unreliability thereof. Furthermore, the Company shall not be liable for any damage or loss resulting from the use of Partner Data or any other data provided by the Partner, its Users or End Users.
   
   2.2.4 EXCEPT AS SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS. 
   
   2.2.5 TO THE EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF THE PLATFORM, RELIABILITY, SYSTEM INTEGRATION, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY DATA UPLOADED TO THE PLATFORM, EXCEPT TO THE EXTENT SUCH ACCESS OR ALTERATION IS DUE TO THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
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9. Limitations of Liability; Indemnification. 
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   9.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, TO THE PARTNER OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL, AND LOST OR DAMAGED DATA OR DOCUMENTATION, SUFFERED BY THE PARTNER, ITS USERS, ITS END USERS, OR ANY OTHER PERSON, ARISING FROM, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, OR ANY USE OR INABILITY TO USE THE PLATFORM OR THE OUTPUT DATA, EVEN IF THE PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PLATFORM AND/OR THE OUTPUT DATA IS AT THE PARTNER’S SOLE DISCRETION AND RISK. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, THE COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES ARISING HEREUNDER OR IN CONNECTION WITH THIS AGREEMENT INCLUDING THE PARTNER’S, ITS USERS’, OR ITS END USERS’ USE OR INABILITY TO USE THE PLATFORM OR THE OUTPUT DATA SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY THE PARTNER TO THE COMPANY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ALLEGED LIABILITY CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
   
   9.2 Indemnification. The Partner shall defend, indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents and partners, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) the Partner’s breach of its warranties, obligations and undertakings under this Agreement; (ii) the Partner Offering, including the provisions of maintenance and support services by the Partner and its Users to End Users; (iii) the Partner’s breach of applicable law; or (iv) any conflicting, different or additional terms with respect to the Platform agreed between the Platform and End Users, which differ from those set forth in this Agreement, or otherwise as a result of any promises, warranties or representations provided under this Agreement. Notwithstanding the foregoing, the Company reserves the right, at the Partner’s expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. The Company will use reasonable efforts to notify Partner of any such claim, action, or proceeding subject to this indemnification upon becoming aware of it.
   
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10. Term; Termination.
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    10.1 Term. This Agreement shall enter into force and effect immediately after the execution of an Order and shall continue in full force and effect for a period of one (1) month (the “Initial Term”). Thereafter, this Agreement shall be renewed automatically, unless either Party terminates the Agreement, per the terms set forth below. The Initial Term, together with any applicable renewal terms (if any), shall be referred to as the “Term.”
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    10.2 Termination. Either Party may terminate this Agreement or any Order, for any reason or no reason, by providing the other Party with thirty (30) days’ prior written notice.
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    10.3 Effect of Termination. Upon termination or expiration of this Agreement (i) the License granted to the Partner shall expire and the Partner shall discontinue all further use of the Platform; (ii) Partner shall remove the Platform from all hard drives, networks and other storage media and destroy all copies of the Platform in the Partner’s possession or under its control; (iii) Partner shall immediately permanently delete all copies of the Documentation in Partner’s or any of their representatives’ possession or control; and (iv) any sums paid by Partner until the effective date of termination are non-refundable, and Partner shall not be relieved of its duty to discharge in full all due sums owed by Partner to Company under this Agreement until the effective date of termination or expiration hereof, which sums shall become immediately due and payable in accordance with the payment schedule set forth in the active Orders when notice of termination is given. Neither Party will be liable to the other on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by either Party or for any other reason whatsoever based upon or growing out of such termination or expiration. 
    
    10.4 Survival. Sections 3, 4, 5, 6, 7, 9, 11, and 12 will survive the termination of this Agreement. 
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11. Governing Law; Jurisdiction; Disputes. 
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    11.1Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware without reference to principles and laws relating to the conflict of laws. The competent courts of the State of Delaware shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. 
    
    11.2 Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (each a “Dispute” and, collectively, the “Disputes”) brought by either you or us, the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations will commence upon written notice from one Party to the other Party.
    
    11.3 Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If the arbitrator determines such costs to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Dover, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
    
    11.4 Class Action Waiver. The Parties agree that Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available.
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12. Miscellaneous. 
    
    12.1 This Agreement represents the complete agreement between the Parties and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Any waiver by a Party of a particular breach or default by the other Party shall not operate or be construed as a waiver of any subsequent breach or default by the other Party. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Other than as part of a corporate restructure, the Partner may not assign its rights or obligations under this Agreement without the prior written consent of the Company, which such consent shall not be unreasonably denied or delayed. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties hereto. This Agreement shall be non-exclusive to either Party. The Company shall not be liable for any delay or failure to provide the Platform and the related services, resulting from circumstances or causes beyond the reasonable control of the Company. This Agreement may be executed in facsimile counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. All notices under this Agreement will be in writing and will be delivered by courier, registered mail, or email to such address as may be designated from time to time by the relevant Party (or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith). Any such notice shall be deemed to have been given (a) when delivered if personally delivered; (b) on receipt if sent by overnight courier; or (c) on receipt if sent by mail.
    
    12.2 By using the Platform, sending us emails, and completing online forms constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically via email and on the Platform satisfies any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or payments or the granting of credits by any means other than electronic means.
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13. CONTACT US
    In order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform, please contact us at:
    
    Email: support@longevity-ai.com
    Address (Israel):7 Gilboa Amir St., Tel-Aviv, Israel
    Address (US): 691 S Milpitas BLVD STE 212 Milpitas, CA 95035

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ANNEX A
BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA”) is made and entered into effective as of the Effective Date by and between and Longevity AI Technology Inc. (“Business Associate”), and the Partner (“Covered Entity”), each a “Party” and collectively the “Parties.” 

WHEREAS, Covered Entity and Business Associate have entered into, or are entering into, or may subsequently enter into, the Partner Agreement and Orders (collectively, the “Agreement”) pursuant to which Business Associate may provide products or services to Covered Entity that require Business Associate to receive, create and use health information (“Services”);

WHEREAS, the purpose of this BAA is to permit Covered Entity to allow Business Associate to receive, maintain, or transmit Protected Health Information on Covered Entity's behalf consistent with the requirements set forth in the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the HITECH Act (as defined below) (“HIPAA”) and the related regulations promulgated by HHS, including the Privacy Rule, Security Rule, and Breach Notification Rule; and 

NOW THEREFORE, in consideration of the mutual promises set forth in this BAA, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

1. Definitions
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   1.1 Catch-All Definition.  Terms used but not otherwise defined shall have the same meaning as those terms in the HIPAA Rules, including: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. 
   
   1.2 Specific Definitions 
   
   1.2.1 “Breach Notification Rule” shall mean the Breach Notification for Unsecured Protected Health Information regulations, codified at 45 C.F.R. Parts 160 and 164, as amended. 
   
   1.2.2 “Electronic PHI” or “ePHI” means any PHI maintained in or transmitted by electronic media as defined in 45 C.F.R. §160.103. 
   
   1.2.3 “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules. 
   
   1.2.4 “Privacy Rule” shall mean the Standards for Privacy of Individually Identified Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A, D and E, as amended. 
   
   1.2.5 “Protected Health Information” or “PHI” has the meaning given to the term “protected health information” in 45 C.F.R. §§164.501 and 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. 
   
   1.2.6 “Security Rule” shall mean the Security Standards at 45 C.F.R Part 160 and Part 164, Subparts A and C, as amended. 
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2. Applicability 
   
   ‍2.1 Roles of the Parties. Covered Entity is either a “covered entity” or “business associate” of a “covered entity” as each are defined under HIPAA. 
   
   2.2 Scope. This BAA applies to the extent Business Associate is deemed under HIPAA to be acting as a “business associate” or Subcontractor of Covered Entity. Covered Entity acknowledges that this BAA does not apply to any other Business Associate service, solution, product or offering that is not a Service.
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3. Obligations and Activities of Business Associate
   3.1 General. Business Associate agrees not Use or Disclose PHI other than as permitted or required by the Agreement or as required by law. To the extent Business Associate is to carry out Covered Entity’s obligations under the Privacy Rule, Business Associate will comply with requirements applicable to the Covered Entity in the performance of such obligations.
   
   3.2 Safeguards. Business Associate agrees to implement appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent Use or Disclosure of PHI other than as provided for by the Agreement.
   
   3.3 Reporting Disclosures, Security Incidents and Breaches. Business Associate agrees to report to Covered Entity (i) any Use or Disclosure of PHI not provided for by this BAA that Business Associate discovers, including Breaches of Unsecured PHI as required by 45 C.F.R. § 164.410, and (ii) any Security Incident affecting EPHI of Covered Entity of which it becomes aware. For any Breach of Unsecured PHI, Business Associate will supplement the above report with the information required by 45 C.F.R. § 164.410 without unreasonable delay and in no case later than 60 calendar days after discovery of the Breach.
   
   3.4 Subcontractors. In the event Business Associate engages a Subcontractor to receive, maintain or transmit PHI to perform or assist with any of the Services, Business Associate agrees to require such Subcontractor to agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information. 
   
   3.5 Access to PHI. In the event that Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to provide access PHI in such Designated Record Set to Covered Entity as necessary to satisfy covered entity’s obligations under 45 C.F.R. § 164.524 will make PHI in such Designated Record Set available to Covered Entity as necessary to allow Covered Entity to comply with its obligations to provide access to Individuals of their health information as required by 45 C.F.R. § 164.524. 
   
   3.6 Amendment of PHI. In the event Business Associate maintains PHI In a Designated Record Set, Business Associate agrees to make amendment(s) to PHI in such Designated Record Set upon request or instruction from Covered Entity as necessary to allow Covered Entity to comply with Covered Entity’s amendment obligations as required by 45 C.F.R. §164.526. 
   
   3.7 Individual Requests. If Business Associate receives a request from an Individual seeking to exercise his or her rights under 45 C.F.R § 165.22-164.528 or other applicable law, Business Associate shall promptly forward the request to Covered Entity and Covered Entity will respond to the Individual.
   
   3.8 Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.528. 
   
   3.9 Availability of Books and Records. To the extent required by law, Business Associate will make available its internal practices, books, agreements, records, and policies and procedures relating to the Use and Disclosure of PHI, upon request, to the Secretary of HHS for purposes of determining Covered Entity’s and Business Associate’s compliance with HIPAA, and this BAA. Nothing in this Section will be construed as a waiver of any legal privilege or of any protections for trade secrets or confidential commercial information.
   
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4. Permitted Uses and Disclosures by Business Associate
   4.1 General Use and Disclosure. Business Associate shall not Use or Disclose PHI other than as permitted or required by the BAA, to perform functions, activities, or service for or on behalf of Covered Entity as specified in the Agreement, or as required by Law. Business Associate shall not Use or Disclose PHI if such Use or Disclosure would violate the Privacy Rule if done by Covered Entity, except as provided for in this BAA. 
   
   4.2 Minimum Necessary. Business Associate shall Use and Disclose PHI, as well as requests for PHI, in accordance with the principle of Minimum Necessary Use and Disclosure. 
   
   4.3 Use for Business Purposes. Except as otherwise limited in this BAA, Business Associate may Use PHI for the proper management and administration of Business Associate’s business and to carry out the legal responsibilities of Business Associate. 
   
   4.4 Disclosure for Business Purposes. Except as otherwise limited in this BAA, Business Associate may Disclose PHI for the proper management and administration of Business Associate’s business and to carry out the legal responsibilities of Business Associate, provided that such Disclosures are (a) Require by Law; or (b) Business Associate obtains, prior to disclosure, reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies business associate of any instances of which it is aware in which the confidentiality of the information has been breached. 
   
   4.5 Data Aggregation. Except as otherwise limited in this BAA, Business Associate may Use PHI to provide Data Aggregation services related to the Health Care Operations of Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
   
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5. Obligations of Covered Entity
   5.1 Notification. With regard to the Use and/or Disclosure of PHI by Business Associate, Covered Entity agrees to: 
   
   5.1.1 Notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. §164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI.
   
   5.1.2 Notify Business Associate of any changes in, or revocation of, permission by an Individual to Use or Disclose PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI. 
   
   5.1.3 Notify Business Associate of any restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI.
   
   5.2 Requests. Covered Entity shall not request Business Associate to Use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity. 
   
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6. Term and Termination
   6.1 Term and Termination. This BAA shall commence as of the Effective Date and shall terminate immediately upon the termination of the Agreement. 
   
   6.2 Return or Destruction of Information. On termination of this BAA, Business Associate will return or destroy all PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity; provided, however, that if such return or destruction is not feasible, Business Associate will extend the protections of this BAA to the PHI not returned or destroyed and limit further Uses and Disclosures to those purposes that make the return or destruction of the PHI infeasible.
   
   6.3 Survival.  The obligations of Business Associate under this Section shall survive the termination of this BAA.
   
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7. Miscellaneous
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   7.1 Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended.
   
   7.2 Amendment to Comply with Law. To the extent applicable, amendments or modification to HIPAA or the HITECH Act may require amendments to certain provisions of this BAA. Amendments shall only be effective if executed in writing and signed by a duly authorized representative of each Party.
   
   7.3 Notices. All notices under this BAA will be in writing and will be delivered by courier, registered mail, or email to such address as may be designated from time to time by the relevant Party (or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith). Any such notice shall be deemed to have been given (a) when delivered if personally delivered; (b) on receipt if sent by overnight courier; or (c) on receipt if sent by mail.
   
   7.4 Relationship of Parties. Notwithstanding anything to the contrary in the Agreement, Business Associate is an independent contractor and not an agent of Covered Entity under this BAA. Business Associate has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all Business Associate obligations under this BAA.
   
   7.5 Interpretation. Any ambiguity in this BAA shall be resolved in favor of a meaning that permits Covered Entity and Business Associate to comply with the HIPAA Rules. 
   
   7.6 Assignment of Rights and Delegation of Duties. Nothing in this BAA shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. This BAA is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, Covered Entity may not assign any of its rights or delegate any of its obligations under this BAA without the prior written consent of Business Associate, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, Business Associate and Covered Entity may assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.
   
   7.7 Effects of Addendum. To the extent this BAA conflicts with the Agreement, this BAA will gover

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