TERMS AND CONDITIONS

PLEASE READ THIS AGREEMENT BEFORE USING THE EMBRACEPLUS, THE EMPATICA MOBILE APPLICATION AND/OR THE SUBSCRIPTION SERVICE. THESE CONDITIONS GOVERN THE SALE AND PURCHASE OF THE EMBRACEPLUS, AND THE NON-EXCLUSIVE LICENSE TO USE EMPATICA MOBILE APPLICATION AND THE SUBSCRIPTION SERVICE. BY PURCHASING THE EMRACEPLUS AND/OR BY DOWNLOADING, INSTALLING OR USING THE EMPATICA MOBILE APPLICATION (THE “APP”), THE USER (“USER” OR “YOU”) AGREES THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT PURCHASE THE EMBRACEPLUS, AND/OR DOWNLOAD, INSTALL OR USE THE APP OR THE SUBSCRIPTION SERVICE. THIS AGREEMENT MUST BE READ ALONGSIDE OUR PRIVACY NOTICE AVAILABLE AT https://www.empatica.com/legal/epimonitor WHICH SETS OUT HOW WE PROCESS PERSONAL DATA IN RELATION TO THE APP, SUBSCRIPTION SERVICE AND WEARABLE 

1. DEFINITIONS

The following defined terms used in these terms and conditions shall have the meaning given to them below:

“Agreement“ shall mean these terms and conditions which governs the purchase of and use of the EpiMonitor by the User, as may be amended by EMPATICA from time to time. “App” shall mean the EMPATICA mobile application, which may be downloaded from the EMPATICA website or applicable app stores and used with a Device. Note that the App is compatible only with wearables that are designed and/or commercialized by EMPATICA. It will not function with any other devices or wearables.

“Caregiver(s)” shall mean the person(s) approved by and designated by the User to receive calls and/or SMS messages via the App.

“Device” shall mean the smartphone device that enables use of the App. “EMPATICA” or "us" / "our" / "we" shall mean Empatica S.r.l.., a company incorporated under the Laws of Italy, with registered office at Via Enrico Stendhal, 36 Milan 20144. "EpiMonitor" shall mean collectively the Wearable and the Subscription Service. "Subscription Service" shall mean the alerting function subscription service available from Empatica to Users via the App.

“User” shall mean the App user and/or the individual wearing the Wearable (as applicable).

"Privacy Notice" shall mean the Empatica Privacy Notice setting out how we process personal data in relation to this Agreement, available at https://www.empatica.com/legal/epimonitor

“Wearable” shall mean the wearable EmbracePlus device capable of collecting and transmitting physiological data for display on the App, designed and/or commercialised by EMPATICA.

2. SALE AND PURCHASE OF EMBRACEPLUS

2.1 If you are purchasing or have purchased a Wearable directly from EMPATICA, the terms contained within this section 2 shall also apply to you. If you have not purchased a Wearable directly from Empatica, this section 2 does not apply to you.

2.2 Upon placing an order for a Wearable from our website, and us receiving the relevant payment in full, you shall receive an order confirmation to confirm our acceptance of such order, order details and delivery details.

2.3 If the supply of the Wearable is delayed by an event outside of our control, we shall contact you as soon as possible with an update. Provided the delay is not substantial (to be determined by us) we will not compensate you for any such delay.

2.5 If you purchase a Wearable from our website, you have a legal right to change your mind within 14 days of the day the Wearable was delivered, and receive a full refund provided that (i) any hygiene protection seal is not unsealed, and (ii) the Wearable has not yet been synced with the App and/or Subscription Service.

2.6 To let us know you’ve changed your mind, contact support@empatica.com.

2.7 Your return of the Wearable to us is at your own cost, and must be returned to the address provided within 14 days of you notifying us that you changed your mind. If the Wearable is damaged upon return, we will reduce your refund, to compensate us for its reduced value.

2.8 Subject to sub-sections 2.5, 2.6 and 2.7, we will issue a refund to you within 14 days of receiving your return (or receiving evidence you've sent them to us). We will refund you by the method you used for payment. We don't charge a fee for the refund.

3. END USER LICENSE

3.1 To use the Wearable, Users must (i) have the App downloaded on their phone, or the phone of their parent or guardian; and (ii) have one of the Subscription Services. Subject to the terms and conditions of this Agreement, EMPATICA hereby grants to the User a non-transferable and non-exclusive license to install and use an object code copy of the App on one Device owned or leased solely by the User solely for the User’s personal, non-commercial use and in accordance with the instructions for use (“Permitted Purposes”).

3.2 The User must have a Device that is compatible with the App, and is solely responsible for the installation, configuration and maintenance of the App and all related software, hardware and other devices. EMPATICA does not warrant that the App will be compatible with all mobile devices. Standard carrier data charges may apply to the use of the App and/or use of text messaging and User is solely responsible for such charges. The App connects to EMPATICA'S

cloud services over the Internet, which may include connections via wireless and wired networks. Use of the App operates as the User’s consent to the transmission of standard device information (including but not limited to technical information about the Device and application software and/or the User’s wireless services).

3.3 The User shall use the App in accordance with and within the limitations of this Agreement and the instructions for use. The User cannot transfer or grant to a third party their rights deriving from this Agreement without the prior written consent of EMPATICA. The User hereby agrees to adopt any measure necessary to protect the App from any unauthorised use, reproduction, distribution or publication.

3.4 The User shall not (1) copy, publish or otherwise reproduce the App; (2) alter, reverse engineer, decompile, disassemble, decode or try to unlock or bypass the initialization system and/or technical security measures used by the App; (3) modify, adapt, translate, rent, lend the App or create derivative works from it; and/or (4) remove or modify logos and trademarks of EMPATICA or of any other entity in the App.

4. ACCOUNTS

You need not register with us to download and install the App. However, in order to access and/or use the App, you must successfully register for an account with EMPATICA. You are responsible for maintaining the confidentiality of your account password and for all activities that occur when using your account. You agree not to share, let anyone else access or do anything else that might jeopardise the security of your password. You agree to notify EMPATICA if your password is lost, stolen or disclosed to an unauthorised third party, if there is any unauthorised use of your password or account, or if you learn of any other breach of security in relation to EMPATICA or the App.

5. SECURITY AND SAFETY LIMITATIONS

5.1 The App is a notification system with respect to specific events that may be detected by a Wearable connected to the App. The Wearable will collect certain physiologic data and transmit the data to the App.

5.2 Neither the Wearable nor the App are intended to provide medical advice, diagnosis or treatment; but rather, are intended to collect data and display such data to the User and any Caregiver(s). The App and Wearable are not a substitute for regular medical care and should not be used to change your treatment plan or other instructions given to you by medical professionals without review and approval, and you will ensure that all appropriate diagnosis, treatment, attention and efforts are made by and for your benefit to maintain your health and wellness. You acknowledge and agree that the App and Wearable are not an adequate substitute for medical treatment provided by medical professionals nor are the App and Wearable capable of providing diagnosis, treatment or assistance in a time of need. Accordingly, monitoring of the User through the App and Wearable may result in delayed assistance in comparison to in-person continuous monitoring.

5.3 Upon activation, you mustconfigure the App by providing contact information for one or more Caregivers for the App to be able to call and/or send a text message to them. As a consequence, if a contact information of a Caregiver is not entered or is entered incorrectly, a call and/or send a text message shall not be sent to that Caregiver. Before providing such contact information, you must ensure that Caregivers are (a) aware that you are providing their contact information to us for the purposes set out in this Agreement and the Privacy Notice, and (b) willing, able, and available to accept and to receive these calls and/or text messages.

5.4 You agree to choose Caregiver(s) who are informed about the risks associated with the events the App might detect. You acknowledge that you will communicate to them that these events may range from no risk to the (low but real) risk of death following an event that the App might (or might not) detect. You agree to ask Caregiver(s) to arrive immediately (within a minute or two, “as fast as possible”) upon the initiation of an event that might trigger an Alert. For these purposes, an “Alert” is a notification (call and/or text message) received by the designated Caregivers through their own Device triggered by the Wearable and App which is intended to alert the Caregivers of potential seizure activity. You agree that EMPATICA and the App do not provide medical advice or diagnosis and that you and your Caregiver(s) will follow the medical advice of medical professionals about what to do upon arrival. EMPATICA cannot verify or influence and shall not be liable in respect of any conduct of the Caregiver(s).

5.5 The User shall indemnify and hold harmless EMPATICA from any claim, action or demand of the Caregiver(s) arising from the use of the App, including any claim resulting from a harmful action or lack of action provided by the Caregiver(s). You acknowledge and agree that, while EMPATICA intends for the App’s features to be highly reliable and available, EMPATICA does not guarantee reliability. EMPATICA cannot guarantee that a call or text message will reach any Caregiver. You acknowledge and agree that the App may fail to work, with unexpected interruptions, including, without limitation, due to reasons such as loss of Bluetooth, low battery of the Device, lack of internet connectivity, lack of network coverage, power outages, equipment failure or breakdown, telecommunication service provider failures, fore-majeure events and third-party software or hardware issues.

5.6 You agree to provide EMPATICA promptly with information on any adverse events experienced through your use of the App and/or Wearable such that EMPATICA is able to satisfy its regulatory obligations on post-market surveillance. Such information should be submitted to the following email address support@empatica.com and shall include a description of the incident, the date of the incident, impact on User (if any) and any other information which is deemed pertinent for the particular adverse incident. Any personal data submitted as part of the submission shall be processed in accordance with our Privacy Notice.

5.7 EMPATICA shall not be liable or responsible for any loss or damage whatsoever related to the use of the App and/or any Wearable and/or any services provided through the User's use of the Wearable and/or the App.

6. ACCEPTABLE USE

6.1 The User shall not use the Wearable or the App to: (i) harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) damage, disable, overburden, or impair the App or the networks or servers that operate services related to the App; (iii) abuse, harass, stalk or otherwise violate the legal rights of a third party; (iv) share passwords or other access information or devices or otherwise authorise, allow or enable any third party to access or use the App; (v) gain or try to gain unauthorised access to any data, account or network by any means or (vi) violate any applicable law.

6.2 By registering on the App, you represent and warrant that you are at least 13 years of age, or your parent or guardian registering on the App on your behalf represents and warrants they are at least 13 years of age. Users of the App and/or Wearable must be at least 6 years of age. Use of the App and/or Wearble is prohibited for individuals under the age of 6.

6.3 In no event shall the User, and/or any parent or guardian of the User (if applicable), resell or redistribute the Wearable and/or the App.

6.3 The User expressly agrees that it shall only use the Wearable and the App strictly in compliance with both this Agreement and with the instructions for use.

7. SUBSCRIPTIONS, PAYMENT AND CANCELLATION

7.1 You agree to pay all applicable fees and taxes related to your use of the App and/or the services that EMPATICA provides via the App based on EMPATICA's fees in EUR, charges, and billing terms then in effect. We reserve the right to change our fees at any time. You will be notified of any fee changes in advance, and your continued use of the service after the fee change constitutes your agreement to the new fees.

7.2 All fees are based on services purchased by you through the App, regardless of actual usage. You shall pay for such services purchased through the App via a third-party in accordance with the third-party's applicable payment terms. If you do not pay in accordance with the third-party's applicable payment terms, EMPATICA reserves the right to either suspend your access to your account and/or terminate this Agreement. By providing a payment method, you provide express authorisation that the applicable fees can be charged to your payment method at regular intervals as well as any applicable taxes and other charges incurred in connection with your account, all of which depend on your particular subscription and utilised services. If you sign up for a paid subscription ("Paid Subscription"), we will charge you through your selected payment method for your first fee on the date that we process the order for your Paid Subscription. Subsequent payments shall be charged either monthly or annually, depending on the chosen frequency.

7.3 Unless you provide written notice of cancellation of your subscription prior to the expiration of your current Paid Subscription, your paid subscription will automatically renew on each monthly or yearly (depending on the subscription length you have chosen) anniversary of the date that we charged your selected payment method for the first Paid Subscription fee.

7.4 Unless otherwise required by law, if you cancel your Paid Subscription within the first 14 days of the applicable term, you will receive a full refund. You do not need to provide a reason for the cancellation however the request to cancel must be in a clear statement provided to us at support@empatica.com. Your refund will be returned by card and issued within 14 days of the cancellation request. Unless otherwise required by law, if you cancel your Paid Subscription after the first 14 days of the applicable term, cancellation will be effective at the end of the applicable term, and you are not entitled to a refund.

7.5 We will charge your selected payment method with the applicable renewal fee for your Paid Subscription and any applicable Taxes (as defined below) that may be imposed on such fee payments. You may cancel your subscription by contacting customer support at support@empatica.com or through the dedicated customer portal. Subscription fees charged prior to the effective date of cancellation will not be refunded, in whole or in part. All fees are exclusive of any applicable taxes. You are solely responsible for the payment of any applicable taxes. In the event we are required to pay such taxes on your behalf, you shall promptly reimburse us for all amounts paid. You agree that we may charge any unpaid fees to your provided payment method and/or send you a bill for such unpaid fees.

7.6 Cancellation of your subscription will terminate this Agreement. This Agreement may also be terminated by EMPATICA in case of a breach of any provision of this Agreement by the User. At the time of termination, the User shall delete the App and any copy thereof. EMPATICA reserves the right to seek any other remedy provided by the applicable laws in case of breach by the User.

8. NEW VERSIONS AND MODIFICATIONS

8.1 EMPATICA shall not be obliged to support obsolete versions of the App or to update or provide versions of the App for use on any particular mobile device or operating system. Additionally, the App may be updated and/or upgraded and may not work on older mobile devices and/or operating systems. The App may not work, in whole or in part, on mobile devices other than those for which the App has been approved for and correctly downloaded according to the instructions provided by EMPATICA. EMPATICA reserves the right, in its sole discretion, to change the App and any content within it at any time and without notice.

8.2 EMPATICA also reserves the right, in its sole discretion, to modify or update the terms of this Agreement from time to time, and without prior notice to the User, so we recommend visiting these terms frequently to ensure you understand the applicable terms. Changes to this Agreement are effective as of the stated "Last Update" and your continued use of the App and/or the Wearable will constitute acceptance of, and agreement to be bound by such modifications.

9. INTELLECTUAL PROPERTY

9.1 The App contains proprietary and confidential information that is protected by applicable intellectual property laws. The User hereby acknowledges and agrees that all rights associated

with the App and/or Wearable, including any database rights, trademarks and other intellectual property rights of any kind, together with the underlying software code, are exclusively owned or licensed by EMPATICA and/or related parties thereof.

9.2 Unless otherwise expressly stated, this Agreement does not grant the User any intellectual property rights in the App, and all rights not expressly granted are reserved by EMPATICA and its licensors. EMPATICA, the EMPATICA logo, and all custom graphics, page headers, button icons, proprietary product and service names, and trade dress are either trademarks or registered trademarks of EMPATICA and/or its licensors, and may not be used, in whole or in part, without the prior written permission of EMPATICA.

10. DISCLAIMER OF WARRANTY

10.1 The App and/or Wearable (as applicable) is provided on an “as is” basis, without warranties of any kind, and to the extent permitted by applicable law, EMPATICA and its licensors and suppliers disclaim all warranties, express and/or implied, including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, title, and non-infringement of third-party rights. EMPATICA does not represent or warrant that the App, its use, or any results generated therefrom are accurate, complete, reliable, current, or error-free. Neither EMPATICA nor its licensors or suppliers represent or warrant that the App or EMPATICA's servers are free of viruses or other harmful components. The provisions of this section shall survive the termination of this Agreement, but this shall not imply or create any continued right to use the App after termination hereof.

10.2 You are solely responsible for all communications and interactions with persons with whom the App communicates or interacts as a result of your use of the App, including without limitation, any caregiver(s). EMPATICA makes no representations or warranties as to the conduct of such third parties. You agree to take reasonable precautions in all communications and interactions with all other persons with whom you communicate or interact with as a result of the use of the App.

10.3 You acknowledge that EMPATICA is not a medical professional, does not employ medical professionals for the provision of medical services, and does not offer any medical services or advice, nor do we verify the accuracy of User data. The App is not a replacement for ongoing medical care provided by medical professionals. You agree that you are solely responsible for consulting with medical professionals regarding any questions you may have as a result of your use of the App, including in order to obtain proper treatment for health or medical conditions.

11. LIMITATION OF LIABILITY

11.1 To the maximum extent permitted by applicable law, EMPATICA'S liability for any loss or damage deriving from claims, requests or actions brought in relation to the use of the App and/or the Wearable and/or this Agreement, or related there to, shall not exceed the fees paid (if actually paid) by the User for the Wearable and/or subscription to the App.

11.2 In no event shall EMPATICA'S liability be limited for death or personal injury caused by its own negligence.

11.3 To the maximum extent permitted by applicable law, under no circumstance shall EMPATICA, its licensors, or its officers, directors, shareholders, employees, contractors, or affiliates be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial or personal damages or losses, arising out of or related to User's use of or inability to use the App, however caused (whether in contract, tort or otherwise) and even if EMPATICA has been advised of the possibility of such damages. EMPATICA shall not be liable for any errors and/or omissions related to the services provided by third parties (e.g., telephone and data transmission operators). EMPATICA shall not be liable for any errors and/or omissions due to the malfunctioning of the device.

12. ADDITIONAL MOBILE APPLICATION TERMS AND CONDITIONS

12.1 The following additional terms and conditions apply with respect to any application that EMPATICA provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

i. You acknowledge that this Agreement is between you and EMPATICA only, and not with Apple, Inc. (“Apple”).

ii. EMPATICA, and not Apple, is solely responsible for the iOS App and the services and content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the iOS App to conform to any warranty.

iii. You agree that EMPATICA, and not Apple, is responsible for addressing any claims by you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App.

iv. You agree that EMPATICA, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.

v. You agree to comply with all applicable third party terms of agreement when using the iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).

vi. You agree that Apple and Apple’s subsidiaries are third party beneficiaries to this Agreement as its terms relate to your license to use the iOS App. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the

right) to enforce this Agreement against you for its terms that relate to your license of the iOS App as a third party beneficiary thereof.

12.2 The following additional terms and conditions apply with respect to any application that EMPATICA provides to you designed for use on an Android-powered mobile device (an “Android App”):

i. You acknowledge that this Agreement is between you and EMPATICA only, and not with Google, Inc. (“Google”).

ii. Your use of an Android App must comply with Google’s then-current Android Market Terms of Service.

iii. EMPATICA, and not Google, is solely responsible for the Android App, the services and content available thereon and the support and maintenance thereof. Google has no obligation or liability to you with respect to the Android App or this Agreement.

iv. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as they relate to the Android App.

13. SUBMISSIONS

13.1 The App may permit you to submit feedback, information, data, text, software, messages, or other materials (each, a "User Submission"). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, EMPATICA does not guarantee that you will be able to edit or delete any User Submission you have submitted.

13.2 By submitting any User Submission, you warrant and represent to EMPATICA that: i. You own all rights in your User Submissions (including, without limitation, all rights to the reproduction and display of your User Submissions) or, alternatively, you have acquired all necessary rights in your User Submissions to enable you to grant to EMPATICA the rights in your User Submissions as described in this Agreement;

ii. You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submissions;

iii. Your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;

iv. You voluntarily agree to waive all "moral rights" that you may have in your User Submission;

v. Any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;

vi. Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, data protection, anti-discrimination, or false advertising);

vii. Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive,

unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy; viii. You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;

ix. Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, phone numbers or other personal data (other than your own);

x. Where Your User Submission contains your personal data, You have kept this to the minimum necessary to make Your User Submission and have reviewed our Privacy Notice;

xi. Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;

xii. Your User Submission does not contain any information that You consider confidential, private or proprietary; and

xiii. Your User Submission does not contain or constitute any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

13.3 By submitting a User Submission, you grant to EMPATICA an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

i. use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;

ii. use (and permit others to use) your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that EMPATICA deems appropriate in its sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service); and

iii. display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.

13.4 EMPATICA may, but are not obligated to, pre-screen User Submissions or monitor any area of the App through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the App and may remove at any time or refuse any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that EMPATICA may freely disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient.

14. UNAUTHORISED ACTIVITIES

14.1 You must only use the App and/or the Wearable for the Permitted Purposes only. Any other use of the App and/or the Wearable beyond the Permitted Purposes is prohibited and,

therefore, constitutes unauthorised use of the App and/or Wearable, which could constitute violations of applicable laws.

14.2 Unless you have written permission from EMPATICA stating otherwise, you are not authorised to use the App and/or Wearable in any of the following ways (this is a non-exhaustive list of examples only):

i. For any public or commercial purpose which includes use of the App on another system provided or allowed by EMPATICA;

ii. In any manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the App

iii. In any manner that violates any applicable law;

iv. To stalk, harass, or harm another individual;

v. To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;

vi. To interfere with or disrupt the App or servers or networks connected to the App; vii. To use any data mining, robots, or similar data gathering or extraction methods in connection with the app; and/or

viii. Attempt to gain unauthorized access to any portion of the App or any other accounts, computer systems, or networks connected to the app, whether through hacking, password mining, or any other means.

14.3 If EMPATICA requires lawyers as a result of your breach of this Agreement, you agree to indemnify EMPATICA against such reasonable legal fees incurred and/or any damages due as a result of your breach.

14.4 If a legal issue arises where you indemnify EMPATICA against costs incurred, EMPATICA may choose to take over the defence of such issue. If required, you shall provide reasonable assistance to help with our defence.

15. FEEDBACK

Any submissions by You to EMPATICA (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary and any personal data will be processed in accordance with our Privacy Notice. Except as prohibited by applicable law, you hereby assign all rights, title, and interest in, and EMPATICA is free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant EMPATICA an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit

all Feedback as EMPATICA may determine in its sole discretion. Notwithstanding the foregoing, you understand and agree that EMPATICA is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

16. DISPUTE RESOLUTION AND ARBITRATION

16.1 For any and all disputes, you must first give EMPATICA an opportunity to resolve the dispute which is first done by emailing EMPATICA at legal@empatica.com the following information: (1) Your name, (2) Your address, (3) A written description of your Claim, and (4) A description of the specific relief you seek. If EMPATICA does not resolve the dispute within 45 days after receiving your notification, then the dispute shall be referred to and finally resolved by binding arbitration under the London Court of International Arbitration rules, which rules are deemed to be incorporated by reference into this Agreement. 

16.2 The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

17. SEVERABILITY

If any clause (of part of any clause) of this Agreement ism or becomes illegal, invalid or unenforceable in any respect: (a) it shall not impair the legality, validity or enforceability of any other provision of this Agreement; and (b) that clause (or part of that clause) will be deemed deleted.

18. SURVIVAL

Termination or expiry of this Agreement, howsoever caused, shall not prejudice any obligations or rights or remedies of either of the parties which have accrued before termination or expiry and shall not affect any provision of this Agreement which is expressly, or by implication, intended to come into effect on, or to continue in effect after, such termination or expiry.

19. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

20. MISCELLANEOUS

20.1 User acknowledges that EMPATICA will send electronic communications to the User as an integral part of its provision of the App, including via e-mail, text message, calls, and push notifications to the Device. These electronic communications are part of User’s relationship with EMPATICA – please refer to our Privacy Notice for more information on how we process your personal data. User agrees that any notices, agreements, disclosures or other communications that EMPATICA sends via email will satisfy any legal communication requirements, including

that such communications be in writing. The User shall not use or otherwise export or re-export the App except as authorized by U.K. law and the laws of the jurisdiction in which the App was obtained.

20.2 By using the App, the User represents and warrants that (a) you are not located in a country that is subject to a UK government embargo, or that has been designated by the UK government as a “state sponsor of terrorism” country; and (b) the User is not on any UK government or U.S. government list of prohibited or restricted parties including but not limited to the UK Sanctions List and the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation (OFSI). This Agreement constitutes the entire contract with the User with respect to the App and supersedes any and all previous or concurrent contract, agreement and arrangement related to the scope of this Agreement.

21. LAST UPDATE

The terms of this Agreement were last updated [April 2025] (“Last Update”).