End-User Licence Agreement

This EULA, the Terms of Use, and the Mosaic Privacy Policy together govern your relationship with Mosaic. In the event of a conflict between this EULA and the Terms of Use, the Terms of Use control with respect to the broader Services, and this EULA controls with respect to the App software licence itself.

§1Acknowledgment

Apple App Store

You and Mosaic acknowledge that this EULA is between you and Mosaic only, and not with Apple Inc. ("Apple"). Mosaic, not Apple, is solely responsible for the App and its content. This EULA does not provide for any usage rules for the App that conflict with the Apple Media Services Terms and Conditions as of the Effective Date (the "Apple Terms"), and you acknowledge that you have had the opportunity to review the Apple Terms.

Google Play

You and Mosaic acknowledge that this EULA is between you and Mosaic only, and not with Google LLC ("Google"). Mosaic, not Google, is solely responsible for the App and its content. This EULA does not modify and does not displace your rights under the Google Play Terms of Service as of the Effective Date (the "Google Play Terms").

Any other App Store

Where you obtain the App through any other application distribution platform, store, or marketplace (each, an "App Store"), this EULA is between you and Mosaic only, and not with the operator of that App Store. Mosaic, not that App Store operator, is solely responsible for the App and its content. The provisions of this EULA that allocate responsibility to Mosaic and away from Apple and Google, and that grant Apple and Google rights as third-party beneficiaries, apply equally to the operator of any other App Store through which you obtain the App, on the same terms and with that operator substituted for Apple or Google as applicable.

§2Licence Grant

Subject to your compliance with this EULA and the Terms of Use, Mosaic grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to:

• download, install, and use one copy of the App on a mobile device that you own or control;
• use the App on additional Apple-branded devices that you own or control to the extent permitted by the Usage Rules in the Apple Terms, where the App is obtained through the Apple App Store;
• use the App on additional Android devices that you own or control as permitted under your Google account, where the App is obtained through Google Play;
• use the App on additional devices that you own or control as permitted under the terms of any other App Store through which you obtained it; and
• use the App solely for your personal, non-commercial use in accordance with this EULA and the Terms of Use.

This licence becomes effective on your first installation or use of the App and continues until terminated under Section 13. This is a licence, not a sale. Mosaic retains all right, title, and interest in and to the App, including all intellectual property rights in it.

§3Restrictions

You will not, and will not permit any other person to:

• copy the App, except as expressly permitted by this licence;
• modify, translate, adapt, or create derivative works of the App;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the App, except to the extent that this restriction is expressly prohibited by applicable law and only to the minimum extent so permitted;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the App available to any third party;
• remove, alter, or obscure any copyright, trademark, or other proprietary right notice in the App;
• use the App to develop, train, or improve any product, service, or model that competes with the App or the Services, or to benchmark the App;
• use any robot, spider, scraper, or other automated means to access or use the App, or to monitor or copy any of its content;
• circumvent or attempt to circumvent any security feature, access control, licensing mechanism, or technological restriction of the App;
• use the App in violation of any law, including export, sanctions, and embargo laws, or in any way prohibited by the Apple Terms, the Google Play Terms, or the terms of any other App Store through which you obtained it; or
• use the App in any way that breaches the Terms of Use, including the recording-authority warranties in Section 7 of the Terms of Use and the medical and AI disclaimers in Section 9 of the Terms of Use.

The restrictions in this Section survive termination of this EULA.

§4Updates

Mosaic may make available updates, upgrades, patches, bug fixes, or modifications to the App from time to time (each, an "Update"). Updates may be required to maintain functionality, security, or compatibility. Some Updates will be installed automatically. You agree that Mosaic may automatically deliver and install Updates without further notice to you, except where applicable law requires us to give notice or obtain consent.

This EULA governs any Update unless the Update is accompanied by a separate licence agreement, in which case that separate licence governs.

If you do not install an Update, you may not be able to use some or all of the features of the App, and Mosaic may not be able to support older versions.

§5Maintenance and Support

Mosaic is solely responsible for any maintenance and support services for the App. You can request support by contacting support@undertone.co. Mosaic does not commit to any specific response time or service level unless separately agreed.

Apple has no obligation whatsoever to furnish any maintenance and support services in respect of the App.

Google has no obligation whatsoever to furnish any maintenance and support services in respect of the App.

The operator of any other App Store through which you obtain the App has no obligation whatsoever to furnish any maintenance and support services in respect of the App.

§6Warranty

Mosaic is solely responsible for any product warranties in respect of the App, whether express or implied by law, to the extent not effectively disclaimed under the Terms of Use.

In the event of any failure of the App to conform to any applicable warranty when obtained through the Apple App Store, you may notify Apple, and Apple may refund the purchase price (if any) for the App to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty are Mosaic's sole responsibility.

Where the App was obtained through Google Play or any other App Store, refund rights are governed by the policies of that App Store, and Mosaic's warranty position is the same as set out above for Apple.

The disclaimers and limitations in Section 15 of the Terms of Use apply to the App as if set out in this EULA in full. Where mandatory consumer protection statutes (including Quebec's Consumer Protection Act, the British Columbia Business Practices and Consumer Protection Act, the Alberta Consumer Protection Act, and applicable US state consumer protection laws) provide warranties that cannot be excluded, those warranties continue to apply notwithstanding this Section.

§7Product Claims

Mosaic, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including:

• product liability claims;
• any claim that the App fails to conform to any applicable legal or regulatory requirement;
• claims arising under consumer protection, privacy, health information, or similar legislation; and
• any other claim arising in connection with the App.

Mosaic, not Google, is responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App under the same heads of liability. Mosaic, not the operator of any other App Store, is responsible for addressing any such claims where the App was obtained through that App Store.

§8Intellectual Property

In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Mosaic, not Apple, will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim to the extent required by this EULA.

The same allocation applies to Google and to the operator of any other App Store through which you obtain the App.

The intellectual property terms of Section 10 of the Terms of Use apply to the App as if set out in this EULA in full.

§9Legal Compliance

You represent and warrant that:

• you are not located in a country that is subject to a US Government embargo or that has been designated by the US Government as a "terrorist supporting" country; and
• you are not listed on any US Government list of prohibited or restricted parties, including the Specially Designated Nationals List maintained by the US Department of the Treasury's Office of Foreign Assets Control, the Denied Persons List or Entity List maintained by the US Department of Commerce, or any similar list of Canada, the United Kingdom, the European Union, or any other applicable jurisdiction.

You will comply with all applicable laws when using the App, including all applicable export control, sanctions, and import laws and regulations, and all professional, regulatory, and institutional rules that apply to you, including in respect of the recording and processing of audio of any other person.

§10Third-Party Terms

You must comply with all applicable third-party terms of agreement when using the App, including the Apple Terms, the Google Play Terms, the terms of any other App Store through which you obtained the App, the terms of service of any wireless data service provider through which you access the App, and the terms of any other service that interoperates with the App.

§11Privacy

Your privacy is governed by the Mosaic Privacy Policy available at https://undertone.co/privacy. The Privacy Policy is incorporated into this EULA by reference. By accepting this EULA, you acknowledge that you have read and understood the Privacy Policy.

The App includes safeguards designed to protect the confidentiality, integrity, and availability of the personal information that flows through it, as described in the Privacy Policy. Those safeguards are part of the App as licensed to you.

§12No Healthcare Practice; No Diagnostic Use

The App is not a medical device. It does not diagnose, treat, cure, mitigate, or prevent any disease. Outputs of the App are draft documentation only and must be reviewed and verified by you and, where applicable, your health provider before being relied on for any clinical, administrative, or personal decision. Section 9 of the Terms of Use applies to the App in full.

If the App is being used in connection with the recording of an encounter with a health provider or the discussion of care or treatment by a health provider, you confirm that you have made the disclosures and obtained the consents described in Section 7 of the Terms of Use.

§13Term and Termination

This EULA takes effect on your first installation or use of the App and continues until terminated.

Termination by you

You may terminate this EULA at any time by uninstalling the App from all devices on which it is installed and deleting all copies. Termination of your Mosaic account under the Terms of Use also terminates this EULA.

Termination by Mosaic

Mosaic may terminate this EULA at any time if you breach this EULA or the Terms of Use, if Mosaic discontinues the App, or if Mosaic is required to do so by applicable law. Termination is effective on notice, which may be delivered through the App, by email, or by any other means permitted under the Terms of Use.

Effect of termination

On termination, your right to use the App ends immediately. You must uninstall the App from all devices and delete all copies. Sections 3 (Restrictions), 6 (Warranty), 7 (Product Claims), 8 (Intellectual Property), 9 (Legal Compliance), 11 (Privacy), 14 (Limitation of Liability), 15 (Indemnification), 16 (Third-Party Beneficiaries), 17 (Governing Law), and 18 (General Provisions), and any other provision that by its nature should survive, will survive termination.

Termination of this EULA does not affect any rights or obligations that accrued before termination.

§14Limitation of Liability

The limitation of liability provisions in Section 16 of the Terms of Use apply to this EULA as if set out in full. Without limiting the foregoing, Mosaic's total aggregate liability to you under this EULA, together with all liability arising under the Terms of Use, will not exceed the cap set out in Section 16 of the Terms of Use.

§15Indemnification

The indemnification provisions in Section 17 of the Terms of Use apply to this EULA as if set out in full. Your indemnification obligations under Section 17 of the Terms of Use extend to claims arising out of or relating to your installation or use of the App in breach of this EULA.

§16Third-Party Beneficiaries

You and Mosaic acknowledge and agree that:

Apple, and Apple's subsidiaries, are third-party beneficiaries of this EULA. On your acceptance of the terms and conditions of this EULA, Apple has the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary in respect of your use of the App on an Apple-branded device.

Google, and Google's subsidiaries, are third-party beneficiaries of this EULA. On your acceptance of the terms and conditions of this EULA, Google has the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary in respect of your use of the App on an Android device or through a Google account.

The operator of any other App Store through which you obtain the App is a third-party beneficiary of this EULA to the same extent and on the same terms, with that operator substituted for Apple or Google as applicable.

No other person has any right to enforce this EULA as a third-party beneficiary.

§17Governing Law

This EULA is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in it, without regard to conflict of laws principles, subject to the mandatory consumer protection law carve-outs set out in Section 19 of the Terms of Use, which apply to this EULA as if set out in full.

The governing-law provision of this Section applies to the maximum extent permitted by applicable law. Dispute resolution under this EULA is governed by Section 18 of the Terms of Use, which applies to this EULA as if set out in full. For users in the United States, this means that disputes are resolved by binding individual arbitration administered by JAMS, subject to the opt-out, the class action waiver, and the small-claims and equitable-relief carve-outs set out in that Section, and subject to the user's preserved right to use Apple App Store, Google Play, or any other App Store dispute resolution mechanism for platform-related claims.

§18General Provisions

Entire agreement

This EULA, together with the Terms of Use and the Privacy Policy, constitutes the entire agreement between you and Mosaic concerning the App and supersedes any prior or contemporaneous understanding.

Severability

If any provision of this EULA is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision is modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

No waiver

Mosaic's failure to enforce any provision of this EULA is not a waiver of that or any other provision.

Assignment

You may not assign or transfer this EULA. Mosaic may assign this EULA in whole or in part, including in connection with a merger, acquisition, financing, or sale of assets.

Notices

Notices to you may be delivered through the App, by email to the address associated with your account, by in-App notification, or by posting at https://undertone.co/terms. Notices to Mosaic must be sent to legal@mosaicanalytics.health.

Changes

Mosaic may revise this EULA from time to time. When we do, we will update the "Last Updated" date, post the revised EULA at the URL referenced from the App, and, for material changes, notify you in the App, by email, or both before the changes take effect. If you do not agree to the revised EULA, you must stop using the App and uninstall it.

Quebec language

Les parties ont expressément exigé que la présente entente, ainsi que tous les documents qui s'y rattachent, soient rédigés en anglais. The parties have expressly required that this agreement and all documents related to it be drafted in English.

Headings

Headings are for convenience only and do not affect interpretation.

§19Developer Information