In these terms and conditions (“Terms”), “Papaya”, “we”, “us” and “our” means Papaya Health Inc., a corporation registered and operating under the laws of Canada, and “you” and “your” means the person who uses a Device to access the Services through the website, [www.papayahealth.ca], (“Website”). These Terms govern your access and use of the Website and the Services.

· Read and agree to the Terms. You must read and agree to these Terms, which are a legally binding contract between you and us, before you can use the Website and access the Services. By using and accessing the Website, you confirm (i) that you are the age of majority in the place where you live and (ii) that you have read and agree to these Terms. These Terms take effect on that date that you agree on-screen. You cannot use the Website or access the Services unless you have read and agreed to these Terms.

• Keep a copy of the Terms. You can print or save      these Terms using the print or save function in your browser. We will      email you a copy or provide a link to these Terms at the email address you      provided when signing up for the Services, if requested.

Please see the definitions section at the end of these Terms for any other capitalized terms not otherwise defined.

Under these Terms, the Services means the features, functionality, content and information provided by us via the Website and include any services that may be provided by Service Providers and Third Parties. 

The Services currently available through the Website include

• Subscription Service. A subscription-based      software platform that matches users with physical health professionals.

Some of the Services may be provided in whole or in part by Service Providers and Third Parties. The Services are currently available in English only, despite any language settings on your Device. 

The Services and the Website may not be accessible at all times. In addition, functionality, features, content or information may change, and may not always be available.

We are not health professionals, and we do not provide any health or other professional advice or opinions through the Website or as part of the Services. The Services and the Website, and any information or content they contain, are provided solely for informational purposes. You are advised to seek health or other professional advice by contacting a health or other relevant professional. 

The fees for accessing the Services available on the Website are set out at [www.papayahealth.ca]. Applicable taxes apply in addition to all fees charged. 

For purposes of processing payments, we use the following Service Provider: 

[In-app payments via Revenue Cat]. 

Before using the Services, you must first review and approve the terms and conditions governing the use of third-party payment processors, which are available at the following website: [https://www.revenuecat.com/terms/#:~:text=Customer%20is%20solely%20responsible%20for,in%20connection%20with%20its%20use].  

We may change the amount of our fees as the Services develop. We will provide you with notice of any changes in fees, in accordance with the notice section of these Terms. All amounts are expressed in Canadian dollars. 

You are responsible for all costs, fees, data plans and related charges associated with your use of any Devices, and they are not reimbursable by us.

Collecting your personal information. 

We will collect information from and about you such as:

• information establishing your identity (for      example name, address, phone number, date of birth, etc.); and
• information for the provision of the Services.

We may obtain this information from a variety of sources, including from you, from participants in our affiliate or partner program who refer you to us, from service arrangements you make with or through us, from registries, from references you provide to us and from other sources, as is necessary for the provision of the Services. 

Using your personal information.

The information we obtain from and about you may be used from time to time for the following purposes:

• to create your profile on the Website and      provide you with the Services;
• to determine your eligibility for products and      services;
• to help us better understand the current and      future needs of our users;
• to help us better manage our business and your      relationship with us; and
• as required or permitted by law.

For these purposes, we may make the information we obtain from and about you available to employees, agents, independent contractors, Service Providers and participants in our affiliate or partner program, who are required to maintain the confidentiality of this information. In the event a Service Provider is located outside of Canada, the Service Provider is bound by, and the information may be disclosed in accordance with, the laws of the jurisdiction in which the Service Provider is located. 

Other optional uses of your personal information

• We may use the information we obtain from and      about you to promote our products and services, and promote products and      services of Third Parties we select, which may be of interest to you.

We may communicate with you through various channels, including telephone, email or mail, using the contact information you have provided to us.

You may choose not to have your information shared or used for the “Other optional uses of your personal information” described above by contacting us as set out below and we will respect your choice.

Your right to access your personal information

You may obtain access to the personal information we hold about you at any time and review its content and accuracy, and have it amended as appropriate; however, access may be restricted as permitted or required by applicable laws. To request access to such information, to ask questions about our privacy policies or to request that the information not be used for any or all of the purposes outlined in “Other optional uses of your personal information” you may do so now or at any time in the future by contacting [Brenda De Silva].

Our privacy policies.

You may obtain more information about our privacy policies here https://papayahealth.ca/privacy-policy].

You can find our contact information at [https://papayahealth.ca/contact]. We will contact you and provide notices using information you provide through the Website. Except as provided below in the “Notices and Changes” section of these Terms, email is our primary method of communication. When we use email, we will send you electronic correspondence, including notifications, to the email address you provide to us through the Website. It is your responsibility to keep your email address up to date. You understand that if you do not keep your email address up to date, we may not be able to complete the signup process or otherwise contact you.

If you do not wish to be presented with promotional content: (i) via email, please change your communication preferences on the Website; or (ii) via the Website, please request to have your profile deleted by contacting us by going to [https://papayahealth.ca/contact]. Changes to your communication preferences for promotional content will not change how we communicate with you for non-promotional content related to the Services.

Termination by us. Without prior notice and for any reason, we can suspend or terminate your use of the Website and access to the Services, and/or terminate part or all of these Terms for the following reasons: (i) any actual or intended violation of these Terms, including without limitation your failure to pay any fees owing; and (ii) any unlawful or inappropriate behavior, as determined by us, including without limitation unlawful or inappropriate use of the Website and the Services. We may also suspend or terminate your access to the Website and the Services, and/or terminate part or all of these Terms for convenience upon 15 days prior notice to you. We will not be responsible for any loss or inconvenience that may result from such suspension or termination for any loss or inconvenience that may result from such suspension or termination.

Termination by you. To terminate your use of the Website and access to the Services and these Terms, you can contact us at the contact information provided in the “Communication” section of these Terms.

Notice. Any notice may be given to you through the Website or pursuant to the “Communication” section of these Terms.

Changes. We can change (add, remove or alter) any part or feature of the Services, without giving you notice. Following any such change, these Terms will continue to apply to all or parts of the Services. Subject to legal and regulatory requirements, we can also change these Terms by giving you notice of the change to the email address you provided when signing up for the Services, either before or after the changes take effect. When giving you such notice we will also provide you with a copy of or a link to the updated Terms. If you use the Website or access the Services after we have notified you of a change, or after the Terms have been amended, you are deemed to have reviewed and accepted the new version of these Terms.

You will be required to provide Sign-In Credentials to access the Services. You authorize us to accept and you agree to be responsible for any instruction given by you or purported to be given by you using your Sign-In Credentials. Any instruction will have the same legal effect as if it was a written instruction and signed by you.

You are responsible for keeping your Sign-In Credentials confidential, and you must not disclose them to anyone. We will not be responsible for any losses that may result if you share or lose your Sign-In Credentials. When using the Website and accessing the Services, you agree that you will take all steps necessary to ensure that you do not reveal any confidential information to anyone other than us. This includes making sure that other people cannot see your Device screen.

You must also:

• Sign out after each session to prevent anyone      else from accessing the Website and the Services. If you do not sign out      of the Website, you will remain signed into the Website for [10]     minutes or until you log out, if that is before [10]     minutes;
• Not leave your Device unattended while signed-in      to the Website and you must use reasonable steps and precautions to      protect your Device against loss or theft;
• Use reasonable security measures which include      up-to-date virus scanning software and a firewall system, if such security      measures are available for your Device; and
• Comply with any additional security      requirements that we may require in connection with the Services.

We may use Service Providers and Third Parties to provide or to assist us in providing the Services or Third Party Services. We do not sponsor or endorse any Third Party and we are not affiliated or associated with any Service Provider or Third Party.

When using the Website and accessing the Services.

• You may use Service Provider Services solely      for your own personal use;
• You may not sell, distribute or otherwise use      Service Provider Services or other information from the Website or the      Services, and you may not permit such distribution or use by anyone else;      and
• You may not provide or make available any      Service Provider Services to any provider of products or services similar      to those products and services provided by the Service Providers.

You understand and agree that (i) your use of any Third Party Services is at your sole risk and may be subject to the terms and privacy policy of the Third Party and (ii) Third Party Services are provided “as-is” and “as available”, and that we expressly disclaim all warranties (express and implied) in connection with any Third Party Services and all information, products and other content included in or accessible from any Third Party Services, including, without limitation, any warranties regarding accuracy, completeness, merchantability or fitness for a particular purpose.

Service Providers retain all ownership rights, including all intellectual property rights, in Service Provider Services and to their trademarks and logos that appear on the Website and in the Services. Nothing in these Terms, the Website or the Services should be interpreted as conferring any right for you: (i) to use Service Provider Services in any way other than as expressly permitted in these Terms; or (ii) to use any Service Provider trademarks or logos.

You agree that we, Third Parties and Service Providers may use information and content you provide through the Website and the Services to create use and distribute statistical, profiling, performance or operational reports about the Website and the Services. These reports may be shared with Third Parties, in which case, the information in the reports will not be attributable to you.

A Third Party may pay us, or we may receive from a Third Party, directly or indirectly, a referral fee when we refer you to the Third Party and you elect to purchase or obtain products or services from the Third Party. The amount of any referral fee paid or received for referrals will not affect the fees paid or payable, if any, by you to us or to the Third Party.

Your use of the Website and access to the Services must comply with these Terms and all applicable laws.

When using the Website and accessing the Services, you will not:

• Provide untrue, inaccurate      or incomplete information;
• Use the Website or access      the Services for any illegal, fraudulent, malicious, harassing or      defamatory activity or purpose;
• Use any robot, spider or      other indexing device when using the Website or accessing the Services;
• Use any part of the      Services to provide internet, service bureau, outsourcing or third-party      services or redistribute all or any part of the Services;
• Take steps or actions that      could or do undermine the security, integrity, effectiveness, goodwill or      connectivity of the Website or the Services (including illegal,      fraudulent, malicious, defamatory or other activities that threaten to      harm or cause harm to any other person); or
• Reverse engineer or reverse      compile the source code for the Website or any of the service technology.

We grant you a non-exclusive and non-transferable single-user (non-concurrent) license to use the Website, in accordance with these Terms. At any time, and at our sole discretion, we may limit, restrict, suspend, declare a moratorium on, or terminate your ability to access the Website, or any of the Services, or both; and with notice to you, we may end the terms relating to the Website, including the Services. If these Terms are terminated, you will destroy all copies of the Website and all copies of any documentation for the Website then in your possession. The grant of this license may not be assigned by you unless agreed upon in writing by us.

We retain at all times all ownership rights, including without limitation, copyright, in the Website. You agree not to copy, reproduce, transfer copies or reverse engineer the Website and not to disclose or distribute the Website to Third Parties. We have no obligation to provide any training, maintenance, or other assistance for the Website.

Papaya Health Inc. is the owner, or licensee, of all intellectual property rights subsisting on each screen made available through the Website. Unless otherwise indicated, trademarks and logos, and all works, including texts, images, illustrations, software, HTML codes, audio clips and videos appearing on the Services are the property of Papaya Health Inc., or those of our licensors, and without our express written permission, may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, except for personal and non-commercial use, including viewing, printing or archiving of electronic copies of your Website activities, in accordance with these Terms and as we may further instruct you. Nothing in these Terms or on the Website is to be interpreted as conferring a right to use our works, trademarks or logos in any other way, or those of any Service Providers.

We are providing you with the Website and the Services on an “as is” and “as available” basis and we do not make any representations or provide any warranties concerning them. Without limiting the foregoing, we expressly disclaim all warranties in connection with the Website and in connection with the Services, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

NO 100% GUARANTEE

You are solely responsible for all information or content that you give us through the Website, the Services and the Third Party Services.

We will not be responsible for any loss, damage, harm, injury, delay or inconvenience suffered or incurred by you with respect to: (i) these Terms, the Website, the Services or the Third Party Services, (ii) any instruction given to, by or purported to be given by you, using Sign-In Credentials, in connection with the Services or Third Party Services; or (iii) any products or services you obtain or purchase from us or from a Third Party to whom we refer you, or otherwise. Such losses, damages, injuries, delays and inconveniences include, without limitation, (i) direct, incidental, indirect, consequential, special, aggravated, punitive or exemplary damages, (ii) loss of data, profits, information, opportunity, revenues and goodwill, and (iii) any other business interruption, commercial or economic losses. The foregoing limitation of liability applies regardless of the cause of action, even if we have been advised of the possibility of such damages.

In addition, in no event, even if we are negligent will we not be liable for any loss or damage suffered by you that is caused by any one or more of:

• The actions of, or any failure      to act by a Third Party or Service Provider (and no such Third Party will      be considered to be acting as our agent);
• Mistakes, errors,      omissions, inaccuracies or other inadequacies of, or contained in the      Services or Third Party Services or any data given by you to us or any      Third Party or Service Provider, including your failure to update;
• Any delay, error,      interruption or failure by us or any Third Party or Service Provider to      perform or fulfill any of our obligations to you due to any cause beyond      our control or their control, any system malfunctions or any technical      failures;
• Unsecured communication      being inaccurate, intercepted, reviewed or altered by others, or not      received by you;
• Your access to the Services      or Third Party Services, including, without limitation, any delay or      inability to access the Services or Third Party Services;
• Your failure to receive or      view any communication that has been presented to you, and we will not be      responsible for any delay, damage or inconvenience that such failure may      cause; or
• Your failure to fulfill any      of your obligations under these Terms, including those in the “Security”      section of these Terms, or to comply with any instructions we may provide      to you from time to time in connection with the Website and the Services.

You release and indemnify us for any claim, cost and liability incurred: (i) as a result of your use of the Website any of the Services and Third Party Services; or (ii) as a result of your breach of these Terms.

There may be terms, conditions, instructions or disclaimers related to the Services, Third Party Services, or Offers displayed on the screens in the Website, or when you click on icons or links on the Website screens. By using any of the Services or any Offers, you must access and agree that the terms, conditions, instructions or disclaimers apply to your use of or access to the applicable Services, Third Party Services, or Offers, in addition to the terms and conditions of any other applicable agreements.

Our records, including electronic records, including those of any Service Providers (whether used by them or us), regarding the Website or the Services, including the retrieval, consolidation, organization and presentment of information, are final and conclusive. These records will be admissible in any legal, administrative or other proceedings. Furthermore, electronic data and records will be admissible as conclusive evidence of the contents of those records in the same manner as original paper documents. You waive any right to object to the introduction of any such electronic data or records into evidence.

These Terms and any related terms, conditions, instructions, disclaimers or documents may be accepted in electronic form and your acceptance is binding between you and us. Neither you nor we will contest the validity or enforceability of these Terms and any related documents because they were accepted or signed in electronic form.

If any provision of these Terms is found to be invalid or unenforceable, this will not affect the validity or enforceability of the other provisions of these Terms. Our failure to enforce strict performance of any provisions of these Terms does not mean we have waived any provision or right. Neither the course of conduct between you and us, nor trade practice modifies any provision of these Terms. We may assign or transfer these Terms on notice to you. You may not assign or transfer these Terms or any of the obligations or rights under these Terms to any other person.

We have the right at all times to assign any or all of our rights and obligations under these Terms. The Services may then be delivered by the entity to whom we assign these Terms.

You and we have expressly requested that these Terms and all related documents, including notices, be drawn up in the English language. Vous et nous avons expressément demandé que cette entente et tout document y afférent, y compris tout avis, soient rédigés en langue anglaise. (Quebec only / Québec seulement).

These Terms are entered into and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You and we agree that the Ontario courts shall have exclusive jurisdiction over each of us for the determination of any matters arising out of these Terms.

• Device means any mobile      device, computer or other device you use to access the Website and the      Services.
• Offers means any offers,      rate discounts or promotions of a Third Party presented by us as part of      the Services.
• Services means the Services as      defined by the “Services” section of these Terms.
• Service Provider means a party      retained by us to act on our behalf to provide, or to assist us in      providing, the Website and the Services.
• Service Provider Services means content and      information contained in the Services provided by any Service Provider.
• Sign-In Credentials means usernames,      passwords, personal verification questions or other information required      to access the Website and the Services.
• Terms means these terms and      conditions.
• Third Party means any party other      than you, us or a party when acting as a Service Provider.
• Third Party Services means any products or      services provided by a Third Party that can be used or accessed on or      through the Website or a Third Party that we refer you to for other      products and services.