Terms of Service / User Agreement

You may use the Services only if you can form a binding contract with Kyma Neuro and your use of the Services is not prohibited by applicable law. You must be at least 18 years old to create an account or participate in rewards, studies, or sponsored programs unless we expressly allow otherwise and any legally required parental or guardian authorization has been obtained.

You represent and warrant that:

• the information you provide to us is accurate, current, and complete;
• you will keep your account information updated;
• you are using the Services only for lawful purposes and in accordance with these Terms; and
• if you participate in a study, rewards program, or sponsored opportunity, you satisfy any eligibility requirements applicable to that program.

Wellth provides a platform that may allow users to create accounts, connect wearables or third-party services, track activities, participate in rewards experiences, join studies or sponsored programs, and receive information, insights, or opportunities through the Services.

The Services may include beta, experimental, limited-release, or pilot features. Certain features may be unavailable in some locations or may be offered only to selected users.

We may provide separate rules, consents, disclosures, eligibility requirements, or payout terms for specific studies, challenges, reward opportunities, or partner programs. Those additional terms supplement these Terms and, if there is a conflict, will control with respect to the applicable program.

To use certain features, you may need to create an account. You agree to:

• provide accurate and complete registration information;
• keep your login credentials confidential;
• notify us promptly of any unauthorized use of your account or any other security incident; and
• accept responsibility for activities that occur under your account to the extent permitted by law.

We may require identity verification, eligibility verification, or additional information before allowing access to certain features, rewards, payouts, or study opportunities.

The Services may allow you to connect third-party devices, platforms, or services, including wearable, health, fitness, and activity providers. By connecting a third-party integration, you authorize us to access and use the data made available through that integration in accordance with your permissions, our privacy notices, these Terms, and any applicable study or program disclosures.

Your use of third-party devices, software, APIs, or services is also governed by the terms and privacy policies of those third parties. We are not responsible for third-party devices, integrations, platforms, content, or services, or for the availability, accuracy, or reliability of data supplied by them.

We may add, modify, suspend, or discontinue integrations at any time.

Wellth may offer users the opportunity to earn rewards, incentives, or other compensation in connection with certain activities, challenges, surveys, sponsored programs, or studies.

Unless expressly stated otherwise in writing:

• rewards, incentives, and opportunities are offered at our discretion;
• eligibility may depend on your location, age, account status, connected devices, submission quality, identity verification, completion of required steps, or other program-specific criteria;
• we may review submissions, synced data, and activity records before approving eligibility or payment;
• rewards or payouts may be delayed, limited, withheld, adjusted, cancelled, or reversed if we believe a submission is incomplete, inaccurate, fraudulent, abusive, duplicated, manipulated, technically invalid, or otherwise noncompliant;
• rewards are not guaranteed, have no cash value unless expressly stated, and may be subject to additional terms, expiration, caps, taxes, fees, or minimum thresholds; and
• you are solely responsible for taxes, reporting obligations, bank fees, and similar obligations arising from rewards or payments you receive.

We may use service providers or payment processors to administer rewards and payouts. We may require you to provide tax or identity information where necessary.

From time to time, we may offer access to studies, sponsored programs, clinical opportunities, or research experiences. Participation in those opportunities is voluntary.

Additional informed consents, authorizations, partner disclosures, eligibility rules, and study-specific terms may apply. Those materials may describe, among other things, the sponsor, research purpose, required activities, compensation, data handling, withdrawal rights, and any limitations on withdrawal once data has already been shared or used.

Nothing in the Services constitutes a promise that you will be invited to, qualify for, or be accepted into any study or sponsored program.

You may submit information, responses, photos, recordings, comments, survey answers, support materials, and other content through the Services ("User Content").

You retain ownership of your User Content, subject to the rights you grant us below. By submitting User Content, you grant Wellth a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, adapt, display, perform, process, analyze, and otherwise use your User Content as necessary to operate, improve, secure, and provide the Services, administer rewards and studies, comply with law, enforce these Terms, and as otherwise described in our privacy notices and any applicable program disclosures.

If you provide feedback, suggestions, ideas, feature requests, or other comments regarding the Services ("Feedback"), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable right to use and exploit that Feedback for any lawful purpose without restriction or compensation to you.

You represent and warrant that:

• you own or control all rights necessary to submit your User Content;
• your User Content is accurate to the best of your knowledge and not fraudulent, misleading, or deceptive;
• your User Content does not violate applicable law or the rights of any person or entity; and
• your User Content does not contain malware, malicious code, or harmful material.

You agree not to, and not to assist or encourage any other person to:

• create an account using false information or impersonate another person;
• submit false, manipulated, duplicated, misleading, or fraudulent activities, wearable data, surveys, or program materials;
• use bots, scripts, automation, spoofing tools, device farms, emulators, or other methods to simulate activity, game rewards, or interfere with the Services;
• copy, scrape, crawl, frame, mirror, data mine, or otherwise extract data or content from the Services except as expressly permitted by us;
• reverse engineer, decompile, disassemble, or attempt to derive source code, models, or underlying ideas from the Services except where prohibited by law;
• interfere with the integrity, operation, performance, or security of the Services or our systems;
• bypass access restrictions, rate limits, security controls, or technical safeguards;
• use the Services for unlawful, abusive, harassing, infringing, deceptive, or harmful purposes;
• upload or transmit viruses, malware, or other harmful code;
• use the Services for unauthorized commercial purposes or for the benefit of a third party without our written permission; or
• violate any program rules, study requirements, or applicable law.

We may monitor use of the Services, submissions, account activity, connected-device data, and participation patterns to protect the Services, detect fraud or abuse, verify compliance, enforce these Terms, and preserve the integrity of rewards and studies.

We may investigate suspected violations, reject submissions, withhold or reverse rewards, suspend integrations, limit account functionality, remove User Content, or suspend or terminate accounts where we believe it is appropriate.

Some features may be labeled beta, pilot, test, early access, preview, or similar. Beta features may be incomplete, unstable, unavailable, or subject to errors and may be modified or discontinued at any time without notice.

To the maximum extent permitted by law, beta features are provided "as is" and "as available" without any additional warranty or commitment.

The Services, including the software, design, text, graphics, interfaces, branding, trademarks, logos, audiovisual materials, and other content made available by Wellth ("Content"), are owned by or licensed to Kyma Neuro and are protected by intellectual property and other applicable laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Content solely for your personal, non-commercial use in connection with the Services.

Except for the limited rights expressly granted to you, we reserve all rights, title, and interest in and to the Services and Content.

Our collection, use, disclosure, and other handling of personal information is described in our Privacy Notice and Consumer Health Data Privacy Notice, each of which is incorporated into these Terms by reference.

If you choose to participate in a study, sponsored program, or clinical opportunity, additional privacy disclosures, authorizations, or consent materials may apply.

Wellth is not a medical provider, emergency service, health insurer, bank, broker-dealer, financial advisor, or payment processor.

The Services are provided for informational, administrative, rewards, research participation, and consumer engagement purposes only and do not provide medical advice, diagnosis, treatment, clinical decision-making, emergency response, financial advice, or insurance advice.

You should not rely on the Services for medical emergencies or urgent health needs. If you believe you have a medical emergency, call 911 or contact appropriate emergency services immediately.

We may add, modify, suspend, or discontinue any part of the Services at any time, with or without notice and without liability to you. We do not guarantee that the Services, any feature, any study, any reward opportunity, or any integration will always be available.

We may update these Terms from time to time. If we make changes, we will post the updated Terms and revise the "Last Updated" date above. Your continued use of the Services after the updated Terms become effective means you accept the revised Terms, except to the extent applicable law requires additional notice or consent.

We may suspend, restrict, or terminate your access to all or part of the Services, remove content, cancel rewards, or disable your account at any time, with or without notice, if we believe:

• you violated these Terms or any applicable program terms;
• you engaged in fraud, abuse, or unlawful conduct;
• you created risk, legal exposure, or technical harm to us, our users, or third parties; or
• suspension or termination is otherwise appropriate to protect the Services or comply with law.

You may stop using the Services at any time. Termination will not affect provisions of these Terms that by their nature should survive, including provisions regarding ownership, licenses, disclaimers, limitations of liability, arbitration, indemnification, payment obligations, and dispute resolution.

If you believe that material on the Services infringes your copyright, you may send us a written notice containing the information required by applicable law, including identification of the copyrighted work, identification of the allegedly infringing material, your contact information, a good-faith statement, and a statement under penalty of perjury that your notice is accurate and that you are authorized to act.

Notices should be sent to:
Kyma Neuro, Inc.
Attn: Copyright Agent
New York, NY 10016
legal@kymaneuro.com

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT, FEATURES, REWARDS, STUDIES, OPPORTUNITIES, INTEGRATIONS, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KYMA NEURO DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Services will be uninterrupted, secure, error-free, accurate, complete, current, or free of viruses or other harmful components, or that any activities, submissions, rewards, payouts, or study opportunities will be tracked, validated, accepted, or compensated.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KYMA NEURO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, AND PARTNERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF KYMA NEURO FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNT YOU PAID TO US, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain disclaimers or limitations of liability, so portions of this section may not apply to you to the extent prohibited by law.

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Kyma Neuro, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers from and against any third-party claims, demands, actions, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your use or misuse of the Services;
• your User Content;
• your violation of these Terms, program rules, or applicable law; or
• your infringement or violation of the rights of another person or entity.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Informal Resolution First. Before either you or Kyma Neuro files a claim, the party seeking relief will first send the other a written notice describing the claim and the requested relief. You agree to first contact us at legal@kymaneuro.com and attempt to resolve the dispute informally. If the dispute is not resolved within thirty (30) days after notice is received, either party may proceed as described below.

Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of New York, without regard to conflict of laws principles, except to the extent superseded by federal law.

Agreement to Arbitrate. Except for disputes that qualify for small claims court and disputes seeking injunctive or equitable relief relating to intellectual property or unauthorized access to the Services, you and Kyma Neuro agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis.

Arbitration Rules and Venue. The arbitration will be administered by the American Arbitration Association ("AAA") under its applicable Consumer Arbitration Rules then in effect, except as modified by these Terms. Unless otherwise required by applicable rules or agreed by the parties, the arbitration will take place in New York County, New York, provided that either party may elect remote participation to the extent permitted by the applicable rules.

No Class Actions or Representative Proceedings. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND KYMA NEURO EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, MASS ACTION, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND KYMA NEURO WAIVE ANY RIGHT TO A JURY TRIAL.

If any part of this arbitration provision is found unenforceable, the unenforceable portion will be severed to the minimum extent necessary and the remainder will remain in effect to the fullest extent permitted by law.

These Terms constitute the entire agreement between you and Kyma Neuro regarding the Services, except for any additional program terms, consents, or disclosures that expressly supplement these Terms.

If any provision of these Terms is held unlawful, void, or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

If you have questions about these Terms, please contact:

Kyma Neuro, Inc.
New York, NY 10016
legal@kymaneuro.com