Master Service Agreement

1. Certain Defined Terms. For brevity, clarity and simplicity, this Agreement contains a number of capitalized, defined terms. “Agreement” means this agreement. “End-User” means the person using the Device “Emergency Contact” means the person using the Device mobile application and/or the “Device” means the devices as attached to the WellAware Care dashboard through webhooks or API’s (as applicable) which could include fall detection device, additional detection capabilities and any accessories or devices we provide you. “Application” means the WellAware Care aggregator application (as applicable) either portal or mobile application installed by the system integrators or Emergency Contact for use with the Devices and any related software, websites, updates, corrections, content, and documentation. “Dashboard” means the WellAware Care Dashboard (as applicable) browser dashboard used by the Emergency Contact and/or End Users for use with the Device and/or Application and any related software, websites, updates, content, and documentation. “Wi–Fi” means the Wi-Fi network installed in your home and to which the Device is connected. “Responders” means any person or entity that may respond to an alert or a call from the Emergency Contact, including any police, fire, or medical personnel. “Smartphone” means any phone where the Application is installed, or phone number selected for Emergency Contact. Company is sometimes referred to as “we,” “us” or “our”. The End-User and the Emergency Contact are each sometimes referred to in this Agreement as “you”, “your”, or “buyer”. The “Alert Service” is defined in the paragraph entitled “Alert Service” below. Other defined terms are capitalized throughout the balance of the Agreement. Whether or not capitalized, the word “including” is not a word of limitation but means “including, without limitation or example”. In this Agreement, the term “Representatives” (as defined in the Limitation of Liability below) means each and any of the Representatives.

2. The License. Subject to the terms and conditions of this Agreement, Company grants End-User and Emergency Contact each a limited, non-exclusive, non-transferable, non-commercial license to install and use the Device, the Dashboard, and Application in accordance with this Agreement. All software, firmware, shareware, codes, information and documentation arising out of or from the Device, the Dashboard, and the Application are our sole and exclusive property and you have no rights in any of the The Company reserves all rights not expressly granted to you. This Agreement will govern any software upgrades that replace and/or supplement software in the Device, the Dashboard or the Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Company alone owns all content on the Application and the Dashboard. WE MAY PROVIDE AND CHARGE FOR UPGRADES, UPDATED VERSIONS, BUGS AND FIXES. WE MAY REQUIRE PAYMENT OF PERIODIC FEES FOR USE OF ANY UPGRADED OR UPDATED APPLICATION AND DASHBOARD. You acknowledge that “WellAware Care” and “Lifestyle Evolution inc,” are trade names that belong to Company and you have no right in either or in any related trade names or trademarks. WE MAY MODIFY, TERMINATE OR SUSPEND ANY FORM OF SERVICE TO YOU OR THIS AGREEMENT ON REASONABLE NOTICE TO YOU.

3. The Alert Service

• With respect to WellAware Care Devices – if the Device detects a fall or as other alerts as defined by WellAware Care, the Device will send an alert to the Application on the Smartphone or a text message to your or to any other Emergency Contact’s Smartphone (message and data rates may apply) and also send an alert to the Dashboard, as Note: ONLY THE EMERGENCY CONTACT MONITORS THE DEVICE, THE DASHBOARD AND APPLICATION.

4. How long this Agreement Lasts. This Agreement lasts for as long as the End-User and Emergency Contact use the Device, the Dashboard and Application. You can stop using the Alert Service at any time by writing an email to StopService@Leiots.com. We reserve the right to suspend or terminate your access to the Alert Service with notice to You if: (a) You are in breach of this Agreement; (b) You are using the Alert Service in a manner that would cause a real risk of harm or loss to us or other users; or (c) You are not paying the monthly fees during at least 1 month, assuming you were obliged to do so. If you enter into some other written agreement with Company, then that other agreement may take the place of this Your obligations under this Agreement shall survive expiration or termination of this Agreement. WE MAY TERMINATE THIS AGREEMENT FOLLOWING NOTICE TO THE EMERGENCY CONTACT SENT VIA THE APPLICATION AND/OR DASHBOARD FOR GOOD CAUSE, INCLUDING THE BREACH BY END-USER OR EMERGENCY CONTACT OF THIS AGREEMENT.
5. Device Installation and Use; Application Set-Up and Use; Dashboard Set-Up and Use. You must follow our written requirements for the: (i) installation and use of the Device (the “Installation and Use Requirements”) and (ii) set-up and use of the Application and the Dashboard (the “Application Requirements” and “Dashboard Requirements”, respectively). The Installation and Use Requirements are set forth in the booklet in the box used to ship the Device to The Installation and Use Requirements, the Application Requirements and the Dashboard Requirements (together, the “Requirements”) will be sent to you by us once you purchase the Device. The Requirements are incorporated by reference in and forms an integral part of this Agreement. You agree that we may modify the Requirements from time-to-time by notice to you sent via the Application and/or Dashboard. You shall abide by all laws when you use the Device, the Dashboard and the Application. YOU MAY NOT DISTRIBUTE OR MAKE THE APPLICATION AND DASHBOARD AVAILABLE OVER A NETWORK WHERE IT COULD BE USED BY MULTIPLE ACCOUNTS AT THE SAME TIME. YOU MAY NOT RESELL THE DEVICE, THE DASHBOARD OR THE APPLICATION OR USE THE DEVICE, THE DASHBOARD OR APPLICATION FOR ANY COMMERCIAL USE.

6. Data and Privacy. We may collect and retain certain data regarding the use of the Device, the Dashboard and the Application (the “Data”) but we will do so on a de-identified (meaning you will be anonymous). Our privacy policy can be found at https://wellawarecare.com/privacy-policy/ privacy policy is incorporated by reference in, and forms an integral part of, this YOU MAY NOT PERMIT OTHERS TO BREACH THE SECURITY OF THE DEVICE, DASHBOARD OR APPLICATION.

7. Intellectual Property. You will not, directly or indirectly, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify or create derivative works of the Device or any of its components or software. You must keep all usernames and passwords confidential. You alone assume the risk that any unauthorized person gains access or control of the Device, any Data, the Dashboard, or the

8. Certain Use Restrictions. You shall not, and shall not permit any third party to: (i) make the Application and/or Dashboard available over a network where it could be used by multiple devices owned or operated by different people at the same time; (ii) circumvent, disable or otherwise interfere with security-related features of the Device, Dashboard or Application, or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Device, Application or Dashboard; (iii) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Device, Application or Dashboard; (iv) use Company’s name, logo or trademarks without our prior written consent; or (v) use the Device, Application or Dashboard for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this
9. OUR LIABILITY TO YOU AND TO OTHERS IS IF ANY LIABILITY ARISES ON THE PART OF COMPANY OR ANY OF COMPANY’S OFFICERS, MANAGERS, MEMBERS, AFFILIATES, PARTNERS, EMPLOYEES, MANUFACTURERS, SUPPLIER OR SUB-CONTRACTORS (COLLECTIVELY, “REPRESENTATIVES”) FOR ANY PERSONAL INJURY OR DEATH OR ANY OTHER LOSS, DAMAGE, COST OR EXPENSE, PROPERTY DAMAGE OR OTHER LIABILITY ARISING OUT OF OR FROM ANY THEORY OF LIABILITY, INCLUDING TORT (WHETHER NEGLIGENT, INTENTIONAL OR OTHERWISE), CONTRACT, PRODUCT LIABILITY, STRICT LIABILITY, CONTRIBUTION, INDEMNIFICATION, BREACH OF A STATUTE OR OTHER RULE OR STANDARD OR ANY OTHER POSSIBLE CLAIM SUCH LIABILITY SHALL NOT EXCEED $2,500 OR SUCH OTHER AMOUNT AS PERMITTED BY ANY APPLICABLE STATE OR FEDERAL STATUTE THAT THE COMPANY MAY VIOLATE, COLLECTIVELY FOR COMPANY AND REPRESENTATIVES. IN ADDITION TO ANY OTHER PROVISION IN THIS AGREEMENT, NEITHER COMPANY NOR REPRESENTATIVES WILL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES.
10. You are Responsible for False Alarms and Forced Entry. If the Device is activated for any reason and any alert is sent to the Application and/or Dashboard resulting in the dispatch of Responders, you alone shall pay any fines, fees, costs, expenses, or penalties assessed against you or Company by any court or governmental agency. You must provide any emergency Responders access to the premises. If you fail to provide access, Responders may use force to enter the premises, and that may result in damage. You alone are responsible for any such damage. Company has no control over response times for Responders. You hereby release Company and Responders from all claims, losses and damages that may arise from any forced entry or delayed

11. You Release Us for Circumstances Beyond Our Control. Our obligations will be waived automatically and we will not be liable to you or any other person or entity if we are unable to provide the Device, Dashboard or Application or if the Device, Dashboard or Application do not work because or as a result of, or in connection with, any circumstances beyond our control, including any loss of communications, including the loss of Wi-Fi, the Network, the Internet or any other communications network such as any telephone, radio or other network, or any flood, fire, earthquake, explosion, civil unrest, war, invasion, terrorism, labor unrest, or other acts of God in any such case for the duration of such

12. LIMITED WARRANTY. IF THE DEVICE BECOMES DEFECTIVE DUE TO A DEFECT IN MATERIALS, WORKMANSHIP OR DESIGN WITHIN 6 MONTHS OF YOUR PURCHASE, COMPANY WILL REPLACE THE DEVICE. THIS IS COMPANY’S SOLE WARRANTY. THIS LIMITED WARRANTY CAN ONLY BE USED BY THE ORIGINAL DEVICE PURCHASER AND IS NOT ASSIGNABLE. YOU MUST RETURN THE DEVICE TO COMPANY’S DESIGNATED LOCATION SO THAT WARRANTY SERVICE MAY BE RENDERED. THIS WARRANTY DOES NOT COVER DAMAGE CAUSED BY ACCIDENT, VANDALISM, NEGLIGENCE OR MISTAKE, VIOLATION OF THE INSTALLATION AND USE REQUIREMENTS, FLOOD, WATER, LIGHTNING, FIRE, ABUSE, MISUSE, ACTS OF GOD, CASUALTY (INCLUDING ELECTRICITY), NEGLECT, ATTEMPTED UNAUTHORIZED REPAIR SERVICE BY ANYONE OTHER THAN COMPANY, OR ANY OTHER CAUSE (EXCLUDING ORDINARY WEAR AND TEAR). THE APPLICATION, DASHBOARD AND SOFTWARE USED IN CONNECTION WITH THE DEVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND (EXPRESS OR IMPLIED) EXCEPT THAT WE WARRANT TO YOU ONLY THAT, TO COMPANY’S ACTUAL KNOWLEDGE, COMPANY HAS THE LEGAL RIGHT TO GRANT THE RIGHTS AND LICENSE TO YOU UNDER THIS AGREEMENT. WE DO NOT WARRANT THAT THE APPLICATION, DASHBOARD OR SOFTWARE USED IN THE DEVICE WILL BE ERROR-FREE OR WILL NOT CONTAIN VIRUSES OR OTHER HARMFUL

13. DISCLAIMER: THE DEVICE, THE DASHBOARD AND APPLICATION ARE NOT A SUBSTITUTE FOR ANY EMERGENCY TELEPHONE NUMBER, INCLUDING BUT NOT LIMITED TO 911. IF YOU NEED HELP AND ARE ABLE TO DIAL 911 OR ANY OTHER PUBLIC EMERGENCY SERVICE, YOU SHOULD DO SO. IN ADDITION, YOU ACKNOWLEDGE THAT ALL DATA REPORTED BY THE DASHBOARD, INCLUDING BUT NOT LIMITED TO THE QUANTITY OF FALL DETECTIONS, SHALL NOT BE CONSIDERED AS CLINICAL DATA IN ANY WAY WHATSOEVER. YOU ACKNOWLEDGE THAT THE NATURE OF SUCH REPORTS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE INTERPRETED AS CLINICAL DATA. YOU ALSO ACKNOWLEDGE THAT DEVICES ARE NOT A LIFESAVING DEVICE AND SHOULD NOT BE CLAIMED AS SUCH, MISREPRESENTED AS SUCH OR BELIEVED TO BE MORE THAN A INFORMATION SYSTEM AND SHOULD NOT BE RELIED ON TO MAKE CLINICAL DECISIONS OR REPRESENTED AS SUCH.

14. Applicable Law and Governing law. This Agreement will be governed by and construed according to the laws of the state of Massachusetts and the courts in BOSTON shall have the exclusive jurisdiction in case of any disputes without reference to its conflicts of law The interpretation of this Agreement will not be construed against the drafter.
15. Assignment. You may not assign this We may assign this Agreement or any portion thereof. If we assign this Agreement, we are released from all liabilities or obligations that may arise after the assignment.
16. No Waiver of Breach. Waiver of any breach of this Agreement will not be a waiver of any subsequent Our rights under this Agreement will be cumulative, and may be exercised concurrently or consecutively, and will include all remedies, even those remedies not referred to in this Agreement.

17. Integration; Amendment. This Agreement contains the entire agreement between you and us concerning the subject matters of this Agreement and supersedes all prior or current negotiations, commitments, contracts, express or implied, warranties, express or implied, statements and representations, written or oral, pertaining to such matters, all of which are merged into this Agreement. Any amendment of this Agreement must be in a writing signed by both

18. Severability. If any provision hereof (or portion thereof), or its application to any circumstances, is held illegal, invalid, or unenforceable to any extent, the validity and enforceability of the remainder of the provision and this Agreement, or of such provisions as applied to any other circumstances, will not be affected, and will remain in full force and effect as valid, binding and

19. Contractual Limitation of Actions. All claims, actions, or proceedings by or against Company or Representatives must be commenced in court within 1 year after the cause of action has accrued, without judicial extension of time, or such claim, action or proceeding is barred. The time period in this paragraph must be complied with

20. Headings; Construction. The paragraph titles used herein are for convenience of the parties only and will not be considered in construing the provisions of this

Note: Distributor Requirements and Usage Rules. If you download the Application from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS application) then your use of the Application 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;