MAX MERGE SOFTWARE INC. — Terms and Conditions

Effective Date: June 11, 2026

Please read these Terms and Conditions (collectively with MAX MERGE SOFTWARE INC.'s Privacy Notice located at https://www.maxmrj.com/legal/privacy-policy/, the "Terms and Conditions" or "Terms") fully and carefully before using www.maxmrj.com, the MaxMerge web platform, or the MaxAlly mobile application (collectively, the "Platform") and the services, features, content, or applications offered by MAX MERGE SOFTWARE INC., doing business as MAXMRJ ("MAX," "we," "us," or "our") (together with the Platform, the "Services"). These Terms set forth the legally binding terms and conditions for your use of the Platform and the Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: Except for certain types of disputes described in Section 24 below, you agree that disputes between you and MAX will be resolved by binding, individual arbitration, and you waive your right to participate in a class-action lawsuit or class-wide arbitration unless you opt out of the Agreement to Arbitrate (see Section 24) no later than 30 days after the date you first use the Platform or Services. Unless you opt out: (1) you will only be permitted to pursue claims against MAX on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek monetary and declaratory relief, and injunctive relief in favor of only the individual party seeking relief, on an individual basis.

1. Acceptance of Terms

By registering for and/or using the Services in any manner, including but not limited to visiting, browsing, downloading, or installing the Platform, you agree to these Terms (including, for clarity, the Privacy Notice) and all other operating rules, policies, and procedures that may be published from time to time on the Platform by us, each of which is incorporated by reference and each of which may be updated from time to time in accordance with Section 26 (Modification). In addition, all Users are required to affirmatively accept these Terms by click-through when first logging in to the Platform, as described in Section 7.

Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

These Terms apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

2. Who These Terms Cover; Definitions

These Terms govern three classes of users (each, a "User"):

(a) Facility Users. Skilled nursing facilities, hospitals, and other healthcare organizations — and the individuals using the Services on their behalf, such as discharge coordinators — who use the Platform to find, coordinate with, and refer to Providers (also referred to as "Clients").

(b) Provider Users. Community providers of post-discharge products and services — including, without limitation, home health, hospice, home care, pharmacy services, assisted living, medical equipment, consumables, supplies, and transportation — and the individuals using the Services on their behalf (also referred to as "Providers").

(c) Consumer Users. Individuals — including patients, family members, and caregivers — who use the MaxAlly mobile application or related consumer-facing Services for care coordination, check-ins, information, and decision support (also referred to as "Consumers").

If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" includes both you individually and that organization. Provisions addressed to a specific user class apply only to that class; all other provisions apply to all Users.

Organizational Accounts; Multiple Facilities and Locations. An organization that operates or manages multiple facilities (including parent companies, management companies, and multi-facility operators) may accept these Terms once on behalf of itself and each affiliated facility it is authorized to bind; each such facility is then a Facility User, and the organization represents that it has authority to bind each affiliate and is responsible for each affiliate's and its personnel's compliance with these Terms. A Provider User may register and maintain multiple locations under one Account where its subscription tier permits; each location must independently satisfy the licensure, permit, and other legal requirements of its jurisdiction, and referrals are directed to, and must be serviced by, the specific location to which they are sent. Organization-level administrators may create, manage, configure permissions for, and deactivate user, facility-level, and location-level accounts within their organization, and are responsible for keeping those access rights current and for promptly deactivating users who leave the organization. Unless we agree otherwise in a separately executed agreement, subscriptions and fees apply on a per-facility or per-location basis as presented at the point of purchase, and adding facilities or locations may change the applicable fees. Facility groups and multi-facility organizations may alternatively enter into a separately executed master or organizational subscription agreement with MAX covering some or all of their facilities — with facilities added or removed by amendment to a facility schedule — and may accept the BAA at the organization level on behalf of the covered facilities (Section 11). Where such an agreement exists, it controls over these Terms to the extent of any conflict (Section 28), and these Terms continue to govern each individual user's use of the Platform to the extent not addressed in that agreement. Each facility's referral and patient information remains attributable to that facility; access to information across facilities or locations within an organization is available only as configured through organization-level permissions and only as permitted by applicable law and any applicable BAA (see Section 11). Termination or suspension of one facility's or location's access does not by itself terminate the organization's or any other facility's or location's access; termination at the organization level terminates all affiliated accounts.

"Provider Services" means the products and services offered by Providers, including without limitation those listed in subsection (b) above.

3. Description of Services; Platform Disclosures; Limitations

Platform disclosure to those seeking Providers: MAX is not the employer of any company, service, or person (each, a "Provider") that a Client or Consumer finds on the Platform or to which a Client directs a referral through the Platform. Depending on the arrangement between a Provider and a Client, the Client may have employer responsibilities. The Provider may be the Client's employee or an independent contractor depending on the relationship between them. If a Client directs and controls the manner and means by which a Provider performs work, the Client may have employer responsibilities, including employment taxes and workers' compensation, under state and federal law. Clients agree to abide by all applicable local, state, and federal employment and wage and hour laws and regulations. For additional information, contact your local Employment Development Department and the Internal Revenue Service.

Description of Services. MAX is a Platform. We offer various Services to help Users find, coordinate, and maintain quality services and products. The Services we offer include, among others:

• We enable the gathering of information about Providers;
• We validate that Providers are part of a Client's network of providers;
• We enable Clients to search for and identify Providers within the Client's established provider network that meet the Client's own search criteria, and we enable Providers to update their profiles and accept referrals initiated by Clients;
• We provide search and browse functionality to allow Clients and Providers to narrow the pool of Clients or Providers they are interested in based on requirements and preferences;
• We provide a communications platform to allow Users to communicate without sharing personal contact information;
• We provide Consumers with care coordination tools, including post-discharge check-ins and follow-up surveys, visibility into which Provider was finalized for a patient, document organization and question-and-answer features, and related decision-support tools.

MAX does not generate, direct, recommend, or steer referrals and receives no compensation contingent on the volume or value of referrals. All referrals are initiated by Clients consistent with patient choice and any applicable physician orders; MAX's role is limited to coordinating and transmitting them. Providers may purchase enhanced visibility on the Platform (such as sponsored placement in search results); sponsored placement is labeled as such where it appears, does not constitute a recommendation or endorsement by MAX, and does not affect any referral decision, which remains solely with the Client.

We do not provide any tools to perform any care or other work. Instead, we provide the Platform and information to help Users make more informed decisions in choosing each other and coordinating among themselves what work is to be done, rates, and schedules. We do this by collecting requirements and search criteria, providing preference-based filtering, and providing a communication platform.

Limitations of Services. You are responsible for making all arrangements necessary for you to have Internet connectivity and access to our Platform. We reserve the right to amend, restrict, or remove any portion of our Platform, as well as any products or services that we offer on our Platform, in our sole discretion and without notice to you. We will not be liable if, for any reason, all or any part of our Platform is unavailable at any time or for any reason.

We do not employ or control any Providers; MAX is a technology platform only. Except as set forth below, Clients are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable payroll, tax, workers' compensation, and minimum wage laws). As a Platform, we have no control over the quality, timing, or legality of the services actually delivered by Providers, nor of the integrity, responsibility, or actions of Users, and we do not recommend Clients or Providers nor make any representations about the suitability, reliability, timeliness, or accuracy of the services provided by Providers or the integrity, responsibility, or actions of Users, whether in public, private, or offline interactions. We do, however, reserve the right to refuse to continue offering any User access to the Services for any reason or no reason at all.

User content is primarily user-generated, and we do not control or vet user-generated content for accuracy. MAX does not assume any responsibility for the accuracy or reliability of any information provided by Users on or off this Platform. Ratings of Users are solely within the control of the individual providing the feedback. We may offer certain registered Users the opportunity to verify certain information such as their email address or cell phone number; if we indicate that a User has verified certain information, it means the User has complied with the process we established for verifying such information, but we do not guarantee, represent, or warrant the accuracy of such information.

MAX is not responsible for the conduct, whether online or offline, of any User of the Platform or Services. MAX does not assume and expressly disclaims any liability that may result from the use of information provided on our Platform. All Users hereby expressly agree not to hold MAX (or its officers, directors, shareholders, employees, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, or corporate partners or resellers, hereinafter "Affiliates") liable for the actions or inactions of any User or other third party or for any information, instruction, advice, or services which originated through the Platform, and MAX and its Affiliates expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown, therefrom.

4. Not a Healthcare Provider; Medical Disclaimer; Emergencies

MAX IS A TECHNOLOGY PLATFORM. MAX IS NOT A HEALTHCARE PROVIDER, IS NOT LICENSED TO PRACTICE MEDICINE OR ANY OTHER LICENSED PROFESSION, AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, CLINICAL MONITORING, OR CARE OF ANY KIND. THE SERVICES — INCLUDING CHECK-INS, FOLLOW-UP SURVEYS, AI FEATURES, AND ANY CONTENT — ARE FOR INFORMATIONAL AND CARE-COORDINATION PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

No physician-patient, provider-patient, or other clinical relationship is created between you and MAX by your use of the Services. Always seek the advice of a physician or other qualified health provider with any questions you may have regarding a medical condition, and never disregard professional medical advice or delay seeking it because of anything you have read or received through the Services.

IF YOU BELIEVE YOU OR ANOTHER PERSON IS EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911 (OR YOUR LOCAL EMERGENCY NUMBER) OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY. IF YOU OR ANOTHER PERSON IS IN EMOTIONAL CRISIS OR CONSIDERING SELF-HARM, CALL OR TEXT 988 (SUICIDE & CRISIS LIFELINE). THE SERVICES ARE NOT DESIGNED FOR, AND MUST NOT BE RELIED UPON FOR, EMERGENCY COMMUNICATIONS OR URGENT CLINICAL NEEDS.

Decisions regarding care — including selection of any Provider and enrollment in any Provider Service — are made solely by you, the patient, the patient's authorized representatives, and the patient's healthcare professionals, and not by MAX.

5. MaxAlly Consumer App; AI Features

MaxAlly. MaxAlly is MAX's mobile application for Consumers. Through MaxAlly, Consumers may, among other things, receive post-discharge check-ins and follow-up surveys, view which Provider was finalized for a patient, organize and ask questions about care-related documents, and receive general informational and decision-support content.

AI Features. Portions of the Services, including MaxAlly, use artificial intelligence to generate responses, summaries, and other content ("AI Features"). You acknowledge and agree that:

(a) Output from AI Features is generated by automated systems, may be inaccurate, incomplete, or outdated, and may not reflect your specific circumstances. You are responsible for independently verifying any AI output before relying on it;

(b) AI Features provide general information and decision support only. AI Features do not provide medical, legal, financial, or insurance advice, do not diagnose or treat any condition, and do not recommend or order any treatment, medication, or clinical course of action. Section 4 (Not a Healthcare Provider; Medical Disclaimer; Emergencies) applies in full to all AI Features;

(c) AI Features are not a means of communicating with MAX, any Facility User, any Provider, or any healthcare professional, and messages submitted to AI Features may not be reviewed by a human;

(d) You will not use AI Features to obtain emergency assistance. See Section 4 for emergency instructions;

(e) We may review, moderate, filter, or decline to generate AI output in our sole discretion, including for safety reasons;

(f) Your inputs to AI Features and the resulting outputs are treated in accordance with our Privacy Notice.

Authorized use on behalf of a patient. If you use MaxAlly or other consumer Services with respect to a patient other than yourself, you represent and warrant that you are that patient's legal guardian or authorized representative, or otherwise have the patient's authorization (or the authorization of someone with legal authority to act for the patient) to access and use the patient's information through the Services.

6. Eligibility to Use Platform and Services

By requesting to use, registering to use, and/or using the Platform or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms and you commit to abide by all of the terms and conditions hereof. You also represent, warrant, and promise the following:

• You are at least 18 years of age. If not, do not register to use the Platform or Services.
• If you are registering as a Provider, you are legally permitted to operate within the United States.
• You will abide by, and not use our Platform in any way that violates, any applicable local, state, or federal law or regulation.
• You will not impersonate or attempt to impersonate us, our employees, another customer or User, or any other company, person, or entity.
• You will not do anything that could disable, overburden, damage, or impair our Platform or interfere with any person's or entity's use of our Platform.
• You will not use any robot, spider, or other automatic device, process, or means to access our Platform for any unlawful purpose or in violation of these Terms.
• You will not introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• You will not co-brand or frame our Platform or hyperlink to it without first obtaining the express prior written permission of an authorized representative of MAX.

The Services are not directed to children under 13, and MAX does not knowingly collect personal information from children under 13. Facility Users must not enroll a patient under 18 to receive check-ins, follow-up surveys, or other Consumer communications; for minor patients, all such communications must be directed to a parent, legal guardian, or authorized adult caregiver.

7. Registration and Accounts

To use the Services, you must register for an account on the Platform (an "Account"). You must provide accurate and complete information and keep your Account information updated. You may not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar, or obscene. You are solely responsible for the activity that occurs on your Account and for keeping your Account password secure. You may never use another person's account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security, or unauthorized use of your Account. You should never publish, distribute, or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

Acceptance at First Login. All Users — Facility Users, Provider Users, and Consumer Users — must affirmatively accept these Terms by clicking "I Accept" (or a similar affirmative action) when they first log in to the Platform, and may not use the Services until they do. Facility Users and Provider Users that are Covered Entities or Business Associates are then presented with, and must accept, MAX's Business Associate Agreement before using the Platform with PHI (see Section 11). We maintain records of each acceptance, including the date, time, and version of the document accepted. If we materially update these Terms, we may require you to accept the updated Terms at your next login before continuing to use the Services.

Exclusive Use. If you are a Client, you may use your Account only to find Providers for yourself, your entity, your clients, or other individuals for whom you are otherwise the legal guardian or authorized representative. If you are a Provider, you may use your Account only to update your information, make it available to Clients, and accept or reject referrals. If you are a Consumer, you may use your Account only with respect to yourself and patients for whom you are authorized as described in Section 5. You are responsible for all activity on and use of your Account, and you may not assign or otherwise transfer your Account to any other person or entity.

8. Subscriptions, Payments, and Billing

Paid Services. Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. Prices, subscription tiers, and features are as presented at the point of purchase and may change as described in Section 26 (Modification).

(a) Payments processed by Stripe (web platform). We offer through Stripe, Inc. ("Stripe"), a third party, a service that facilitates the payment of MAX's subscription fees by Clients and Providers via credit card. These payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms, individuals who use the payment service also agree to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time. As a condition of MAX enabling payment processing services through Stripe, you agree to provide MAX accurate and complete information about you, and you authorize MAX to share it and transaction information related to your use of the payment processing services provided by Stripe. MAX assumes no liability or responsibility for any payments you may make through this service, and all such payments are non-refundable except as expressly stated in these Terms or required by law.

(b) In-App Purchases (mobile app). If you purchase a subscription or other Paid Service through the Apple App Store or Google Play (an "In-App Purchase"), your payment is processed by the applicable app store, billing is handled through your app store account, and the purchase is subject to the app store's own terms and refund policies in addition to these Terms. In-App Purchase subscriptions renew automatically at the then-current price for the same subscription period unless you cancel at least 24 hours before the end of the current period. You can manage and cancel In-App Purchase subscriptions only through your app store account settings (Apple: Settings > [your name] > Subscriptions; Google: Play Store > Payments & subscriptions) — deleting the app does not cancel your subscription. Refunds for In-App Purchases are handled by the applicable app store under its policies; MAX cannot issue refunds for purchases made through an app store.

(c) Free Trials and Promotional Periods. Some Paid Services may begin with a free trial or promotional period. Unless you cancel before the end of the free trial or promotional period, you will be automatically charged the subscription price for the plan you selected, and your subscription will renew automatically thereafter until you cancel. The duration of any trial and the price after the trial are disclosed at sign-up. Before a free trial converts to a paid subscription, we (or the applicable app store) will send a reminder identifying the price to be charged and how to cancel. We reserve the right to limit eligibility for free trials, including to one trial per person.

(d) Sponsored Access. Your access to some or all Consumer Services may be paid for by a third-party organization, such as a healthcare facility, health plan, or employer (a "Sponsor"). If your access is sponsored: (i) your use of the Services remains subject to these Terms; (ii) your Sponsor does not, by virtue of paying for your access, gain any right to your Account credentials, and any data sharing with your Sponsor is governed by the Privacy Notice and applicable law; (iii) your sponsored access continues only for so long as the Sponsor's arrangement with MAX remains in effect and you remain eligible under that arrangement; (iv) if your sponsorship ends, we may convert your Account to a free tier, offer you the option to subscribe directly, or terminate the affected Paid Services, in each case with notice where practicable; and (v) sponsorship is not offered, paid, or accepted in exchange for, or conditioned on, the referral, recommendation, or arranging of any item or service reimbursable by Medicare, Medicaid, or any other federal healthcare program, and no Sponsor receives preferential placement, ranking, or referral consideration on the Platform by virtue of sponsorship. MAX is not responsible for a Sponsor's decision to begin, modify, or end sponsorship.

(e) Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is no charge or a one-time or initial charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE (OR THE APPLICABLE APP STORE) MAY SUBMIT PERIODIC CHARGES (E.G., WEEKLY OR MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US OR REFLECTED IN YOUR APP STORE ACCOUNT) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO YOUR ACCOUNT SETTINGS (OR YOUR APP STORE SUBSCRIPTION SETTINGS FOR IN-APP PURCHASES) OR NOTIFY US IN WRITING.

(f) Current Information Required. For Paid Services billed by MAX through Stripe, you must provide current, complete, and accurate information for your billing account and promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of Paid Services under your billing account unless you have terminated your Paid Services as set forth in these Terms.

(g) Change in Amount Authorized. If the amount to be charged to your billing account varies from the amount you pre-authorized or were invoiced (other than due to the imposition or change in the amount of state sales taxes, if any), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

(h) Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your payment method for that Paid Service. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our or any Provider's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected the Paid Service.

(i) Cancellation Policy / Fees. You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current subscription term. If you cancel, you will not receive a refund for any service already paid for, except as the applicable app store's policies or applicable law require. If you have purchased a subscription for a specific term, termination will be effective on the last day of the then-current term. For Facility and Provider Users on term subscriptions, a renewal term will begin automatically unless either party gives notice of non-renewal at least sixty (60) days before the renewal date. For Consumer Users, you may cancel at any time effective at the end of the current billing period — through your app store subscription settings for In-App Purchases, or, for subscriptions billed by MAX, online through your Account settings using a mechanism at least as easy as the method you used to subscribe. If you fail to comply with any provision of these Terms, MAX may terminate these Terms as to you immediately; fees already paid for the then-current period are non-refundable except as required by the applicable app store's policies or applicable law. Upon termination, you must cease any further use of the Services. If at any time you are not happy with the Services, your sole remedy is to cease using the Services and follow this termination process. For amounts invoiced by MAX to Facility or Provider Users that are not paid when due, MAX may charge interest at the lesser of 1.5% per month or the highest rate permitted by law; this sentence does not apply to Consumer Users.

9. App Store Terms

(a) Apple App Store. If you download or use MaxAlly or any MAX application from the Apple App Store, the following applies. These Terms are an agreement between you and MAX only, not with Apple Inc. ("Apple"), and Apple is not responsible for the application or its content. MAX, not Apple, is solely responsible for the application, its maintenance, support, and any warranties (to the extent not disclaimed), and for addressing any claims by you or a third party relating to the application, including (i) product liability claims, (ii) claims that the application fails to conform to applicable legal or regulatory requirements, and (iii) claims under consumer protection, privacy, or similar legislation. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application. For maintenance, support, questions, or complaints regarding the application, contact MAX at info@maxmrj.com (MAX MERGE SOFTWARE INC., 254 Chapman Rd, Ste 208 #21666, Newark, DE 19702). Your license to the application is limited to a non-transferable license to use it on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. In the event the application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the application (if any) to you; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the application. In the event of any third-party claim that the application or your possession and use of it infringes that third party's intellectual property rights, MAX, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of such claim. You represent and warrant that (i) you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with applicable third-party terms of agreement (e.g., your wireless data service agreement) when using the application. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as they relate to your license of the application, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

(b) Google Play. If you download or use MaxAlly or any MAX application from Google Play, your use is also subject to the Google Play Terms of Service. Google is not a party to these Terms and is not responsible for the application or its content.

10. Communications; Consents

(a) Consent to Electronic Communication. By using the Platform or Services, you agree to allow MAX to communicate with you electronically, and you consent to electronic delivery of notices, documents, or products from MAX via the Platform, mobile application, online messaging platform, or email. You also agree to check your MAX Account, alerts, and messages, and the email account used to register on the Platform, on a reasonably regular basis to stay apprised of important notices and information about your Account.

(b) Text Messages and Calls. The Services include text-message and email check-ins and follow-up surveys and other communications. By providing your own phone number to MAX, you (i) represent that you are the subscriber or customary user of that number, and (ii) consent to receive transactional and service-related calls and text messages, including those sent using automated technology, at that number. If you are a Facility User and you provide the phone number of a patient or caregiver, you represent and warrant that the individual has given prior express consent to receive automated text messages from or on behalf of MAX at that number, and you will retain proof of that consent. The first message MAX sends to a number enrolled by a Facility User will identify MAX, describe the check-in program, state message frequency and that message and data rates may apply, and provide STOP/HELP instructions; no further messages will be sent if the recipient opts out. Message and data rates may apply, and message frequency varies. Consent to receive marketing messages, if requested, is separate and not a condition of any purchase. You may opt out of text messages at any time by replying STOP (and may reply HELP for help). Opting out of service-related communications may limit Platform functionality.

(c) TCPA / TSR / CAN-SPAM responsibility of Facility and Provider Users. As between Clients, Providers, and MAX, Clients and Providers agree to comply and be solely responsible for complying with all laws governing any messages sent or received in connection with their access and use of the Services, including the Telephone Consumer Protection Act of 1991, 47 U.S.C. §§ 227 et seq., and its implementing regulations at 47 C.F.R. 64.1200 et seq. ("TCPA"), the Telemarketing Sales Rule authorized by the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101–6108 ("TSR"), and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, 15 U.S.C. §§ 7701–7713 ("CAN-SPAM Act"). Specifically, Clients and Providers agree to be responsible for, without limitation, obtaining any legally required consent(s) from any and all third parties (including patients and consumers) to send and receive any chat messages, text messages, emails, voice calls, video calls, or any other form of communication using the Services, and honoring any requests revoking such consent or otherwise opting out of receiving such communications. Clients and Providers agree to be liable for and to indemnify, defend, and hold harmless MAX from and against any and all damages, liabilities, judgments, fees, fines, costs, and expenses (including reasonable attorneys' fees) incurred by MAX arising from any claims, demands, or legal actions made against MAX resulting from their failure to comply with this section.

(d) Push Notifications. The mobile application may send you push notifications. You can manage or disable push notifications in your device settings at any time. Do not rely on push notifications for urgent or emergency information.

(e) Geolocation. MAX collects location information only as described in the Privacy Notice. Where applicable law requires (including for precise geolocation or where location constitutes consumer health data under laws such as the Washington My Health My Data Act), MAX will collect or use location information only after obtaining your separate, affirmative consent through an in-app prompt, which you may revoke at any time in your device settings. Limiting location collection may limit some features.

11. HIPAA; Business Associate Provisions

MAX may perform or assist in performing a function or activity on a Client's or Provider's behalf that involves the use, download, upload, transfer, and disclosure of Protected Health Information (as defined in 45 C.F.R. § 160.103; "PHI"). The parties shall use and disclose PHI only as permitted or required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Rule") and the Standards for Security of Electronic Protected Health Information (the "Security Rule") promulgated thereunder, and the Health Information Technology for Economic and Clinical Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) (the "HITECH Act"). Capitalized terms used but not otherwise defined in this Section shall have the same meaning given to such terms in HIPAA, the HITECH Act, or any implementing regulations promulgated thereunder, including the Privacy Rule and the Security Rule.

Where MAX creates, receives, maintains, or transmits PHI for or on behalf of a Client or Provider that is a Covered Entity or Business Associate, the parties enter into MAX's Business Associate Agreement ("BAA"). The BAA is presented for acceptance through the Platform immediately following acceptance of these Terms at first login (see Section 7), and must be accepted before the Platform is used to create, receive, maintain, or transmit any PHI. We maintain records of each BAA acceptance, including the date, time, and version accepted. In the event of any conflict between these Terms and the BAA with respect to PHI, the BAA controls. Where an organization operates multiple facilities that are separate Covered Entities, the BAA applies with respect to each such Covered Entity — whether accepted at the organization level on behalf of its affiliates or separately per facility — and access to PHI across facilities within an organization is permitted only as allowed by HIPAA and the applicable BAA(s).

Providers consent to receive information, which may constitute PHI, about a Client or patient in order to perform their services. Providers understand and agree to comply with all applicable state and federal laws regarding the privacy and confidentiality of financial and health information. Accordingly, Providers shall treat all such information as confidential and shall use appropriate safeguards to prevent misuse or disclosure of such information to any third party, except as required by law.

12. State Consumer Privacy (CCPA)

Except as stated in the following paragraph regarding Consumer Users, this Section 12 applies only to Facility Users and Provider Users, and only to the extent that (1) the personal information at issue is not exempt from the California Consumer Privacy Act of 2018, as amended ("CCPA"), under California Civil Code sections 1798.145(c)(1)(A) and (c)(1)(B) pertaining to medical information, PHI, providers of health care, and covered entities; (2) you are a "business" within the meaning of the CCPA; and (3) MAX is processing the personal information of California residents on your behalf.

With respect to personal information MAX collects from Consumer Users through MaxAlly or other consumer Services, MAX acts as a "business" under the CCPA; Consumers' rights — including the rights to know, delete, correct, and limit use of sensitive personal information — and how to exercise them are described in the Privacy Notice.

For purposes of this Section, "Customer Personal Information" means any "personal information" (as defined in the CCPA) contained within the data that MAX "processes" (as defined in the CCPA) in connection with performing the Services under these Terms.

MAX is a "service provider" (as defined under the CCPA) under these Terms. MAX will not "sell" (as defined in the CCPA) any Customer Personal Information. MAX will not retain, use, disclose, or otherwise process Customer Personal Information for any purpose other than for performing the Services, or as otherwise permitted by the CCPA. MAX may create and derive from its provision of the Services anonymized and/or aggregated data that does not identify you or any consumer, and use, publicize, or share with third parties such data to improve MAX's products and services and for MAX's other lawful business purposes. You and MAX acknowledge and agree that MAX's access to Customer Personal Information is not part of the consideration exchanged by the parties in respect of these Terms. MAX certifies that it understands its obligations under this Section and shall comply with them.

Clients and Providers are solely responsible for (1) identifying whether the CCPA applies to them; (2) providing any notices of privacy practices that the CCPA may require; and (3) identifying and responding to consumer requests to exercise CCPA rights to access, delete, or opt out of the sale of personal information (collectively, "CCPA Inquiries"), including verifying the identity of consumers submitting CCPA Inquiries and evaluating the scope and legality of CCPA requests. MAX will provide reasonable assistance in responding to such CCPA Inquiries and will treat any CCPA Inquiries that you submit to MAX as presumptively valid under the CCPA.

With respect to CCPA Inquiries for which you require MAX's assistance, you shall (a) notify MAX within 10 days of your receipt of the CCPA Inquiry by emailing info@maxmrj.com, and (b) provide MAX with the consumer's email address or other information that would permit MAX to meet the request. You are solely responsible and liable for responding to the individual's CCPA Inquiries, including the content and timing of the response, in compliance with the CCPA. Additionally:

• In response to CCPA Inquiries for access to Customer Personal Information that you submit to MAX, within 10 business days of MAX's receipt of such request from you, MAX will provide you with the Customer Personal Information that MAX has about the individual via a secure method of transfer. MAX reserves the right to withhold any Customer Personal Information that the CCPA does not require to be provided.
• In response to CCPA Inquiries for the deletion of Customer Personal Information that you submit to MAX, except as otherwise required by applicable law or permitted by the CCPA, within 10 business days of MAX's receipt of such request from you, MAX will delete the Customer Personal Information to the extent MAX maintains it. You agree that MAX may delete such Customer Personal Information by anonymizing and/or aggregating the information such that it does not identify, and is not reasonably capable of identifying, the individual.
• You agree that you will not direct or otherwise cause MAX to share any Customer Personal Information with any third party in a manner that may constitute a "sale" as defined in the CCPA.

Processing of Personal Data. Your personal data will be treated in accordance with MAX's Privacy Notice, available at https://www.maxmrj.com/legal/privacy-policy/. Consumers' rights and choices regarding their personal information, including under the CCPA and other applicable state privacy laws, are described in the Privacy Notice.

13. Content and User Contributions

Definition. For purposes of these Terms, the term "Content" includes, without limitation, information, reviews, data, text, photographs, videos, audio clips, written posts and comments, communication, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. "Content" also includes any Content added, created, uploaded, submitted, distributed, or posted to the Services by Users (collectively, "User Contributions").

User Content. MAX shall not be responsible for any User Contributions, whether publicly posted or privately transmitted. You represent that all User Contributions provided by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations. You acknowledge that all Content, including User Contributions, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

User Contributions. We may from time to time provide interactive services, such as message boards, customer comments, reviews and feedback, blog posts, or other interactive features that allow Users to post, submit, publish, display, or transmit User Contributions on or through our Platform. All User Contributions must comply with the Content Standards set out in these Terms. You understand and agree that MAX may, in its sole discretion, review, edit, and delete any Content, in whole or in part, that in MAX's sole judgment violates these Terms or which MAX determines might be offensive, illegal, or might violate the rights of, harm, or threaten the safety of Users or others. Any User Contribution you post will be considered non-confidential and non-proprietary, to the extent permitted by law. MAX does not solicit nor does it wish to receive any confidential, secret, or proprietary information or other materials from you through the Platform or mail or email addresses, or in any other way. By providing User Contributions, you grant us and our successors the right to use, reproduce, modify, perform, display, distribute, delete, or disclose to third parties any such material. You promise you own or control all rights in and to the User Contributions and have the right to grant such license to us. You agree that you will have no claim or other recourse against us for infringement of any proprietary rights with respect to your User Contributions. You acknowledge and agree that you waive any moral (or similar) rights that you may have in any territory regarding such User Contributions, including, but not limited to, the right to be attributed as the author of the User Contributions. For clarity, this paragraph does not alter MAX's obligations with respect to PHI under Section 11 or personal data under the Privacy Notice. Notwithstanding anything in this Section, User Contributions containing PHI, medical information (as defined in the California Confidentiality of Medical Information Act), consumer health data (as defined in the Washington My Health My Data Act or similar laws), or other personal information are not deemed non-confidential, and the license above is limited, as to such information, to uses necessary to provide, maintain, secure, and improve the Services consistent with Section 11, any applicable BAA, and the Privacy Notice. MAX will not disclose such information to third parties except as permitted by those instruments and applicable law.

No Guarantee. If you provide User Contributions to be published or displayed on public areas of our Platform, or transmitted to other Users or third parties, you accept that your User Contributions are posted and transmitted at your own risk. We cannot control the actions of other Users or third parties with whom you may choose to share your User Contributions, and we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Accuracy of User Contributions. User Contributions, including ratings of others, must be accurate and comply with all applicable laws. You are responsible for any User Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other User.

Opinions, advice, statements, offers, or other information or content made available on or through the Platform, but not directly by MAX, are those of their respective authors, who are solely responsible for such Content. MAX does not (i) guarantee the accuracy, completeness, or usefulness of any information on the Platform or available through the Services, or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Platform or through the Services. Under no circumstances will MAX or its Affiliates be responsible for any loss or damage resulting from (a) your reliance on information or other content posted on the Platform or transmitted to or by any User; or (b) reviews or comments made about you on the Platform by other Users.

You agree MAX has no obligation to remove any reviews or other information posted on the Platform about you or any other person or entity. You may not terminate your registration and re-register in order to prevent a review from being associated with your Account. The author of a review can always remove or request the removal of a review they have written.

Disclaimer of Liability. MAX disclaims any liability whatsoever for any misstatements and/or misrepresentations made by any Users of the Platform or Services. Users hereby represent, understand, and agree to hold MAX harmless for any misstatements and/or misrepresentations made by or on behalf of them on this Platform or in any other venue.

14. Rules of Conduct

As a condition of use and/or submittal of User Contributions, you promise not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity, and all activities connected to your Account, in connection with the Services (including without limitation your communications and collection of data from other Users).

These content standards apply to all User Contributions and the use of interactive services if offered (the "Content Standards"). User Contributions must in their entirety comply with all applicable local, state, and federal laws and regulations. Without limiting the foregoing, User Contributions must not: (i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any third party; (iv) infringe the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws; (v) promote any illegal activity, or advocate, promote, or assist any unlawful act; (vi) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (vii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (viii) involve commercial activities or sales; or (ix) be likely to deceive or give the impression that they emanate from or are endorsed by us or any other person or entity.

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems, or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Platform; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; or (v) protect the rights, property, or safety of us, our Users, and the public.

15. Third-Party Services

The Services may permit you to link to other websites, services, or resources on the Internet, and other websites, services, or resources may contain links to the Services. When you access third-party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

16. Facility and Provider Users: Additional Terms

Representations and Warranties. By using the Platform and Services, Clients and Providers acknowledge, represent, and warrant the following:

• Provider shall report as income all compensation received pursuant to arrangements facilitated through the Platform and pay all state, local, or federal taxes thereon.
• Client and Provider assume responsibility for and shall at all times comply with all applicable laws, ordinances, statutes, and rules applicable to Clients and Providers contemplated herein. Client and Provider shall be responsible for any business expenses incurred in connection with the performance of Provider Services, including but not limited to all costs for the purchase and maintenance of materials, supplies, equipment, tools, training, communication devices, transportation, and business permits or licenses where required by state or local law, ordinance, or regulation. Provider acknowledges the possible financial risk due to a Client's non-payment. Provider's management skills and performance of products and services are factors associated with financial success and are not controlled in any way by the Platform. In the event a Client fails to make payment for a portion of or all of the services rendered by a Provider, the Platform will have no responsibility to make up any difference in the shortfall of fees due to Provider attributable to the Client's non-payment.
• Provider shall be responsible for any damage, harm, or injury to property, client, person, or persons caused by Provider's services. Provider acknowledges that Provider shall pay for any and all damages incurred to a Client's property or personal belongings.

Relationship Between the Client and the Provider. Clients may determine to continue or terminate services with a Provider at any time for any reason, including but not limited to the following Provider actions: failure to provide products or services as requested by Client and agreed upon by Provider; arriving later than requested by Client; leaving earlier than requested by Client; failing or refusing to perform agreed-upon Provider Services as requested by Client; or Client accusations of theft or other improper conduct.

Non-Solicitation / Non-Interference with Contract. By using the Platform to seek Provider Services for Clients or by seeking a Provider to perform Provider Services, you agree not to interfere with the contractual relationship between MAX and any Client, or MAX and any Provider, respectively.

17. Transportation Services

Scope. For purposes of this Section 17, "Transported Individual" means the individual receiving transportation services from a Provider, and references to "Client" in this Section include the Transported Individual where context requires. Where the Transported Individual is not the registering User, the Client must present this Section to, and obtain acceptance from, the Transported Individual or their legal representative before transportation services are arranged. This Section does not apply to Consumer Users except where a Consumer User arranges transportation services through the Platform. The releases, waivers, and indemnities in this Section apply to the maximum extent permitted by applicable law, do not apply to gross negligence or willful misconduct, and do not apply where such releases are prohibited by law (including California Civil Code § 1668). The releases, waivers, and indemnities in this Section are further subject to the carve-outs in Section 23; in the event of any conflict between this Section 17 and Section 23, Section 23 controls. For Consumer Users, the indemnity in this Section is subject to the limitations on Consumer User indemnification in Section 21.

Informed Consent. Client understands that while receiving transportation services from a Provider, Client could sustain serious personal injuries, illness, property damage, or even death, and that there may be other risks not known or not reasonably foreseeable at this time. Client further understands and agrees that any injury, illness, property damage, disability, or death that Client may sustain by any means is Client's sole responsibility.

Release and Waiver of Liability. Client, on behalf of himself or herself, and his or her personal representatives, heirs, executors, administrators, agents, and assigns, HEREBY RELEASES, WAIVES, DISCHARGES, AND COVENANTS NOT TO SUE MAX, its directors, officers, employees, agents, and Providers for any and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys' fees), arising from any injury, property damage, or death that Client may suffer as a result of receiving transportation services from a Provider, REGARDLESS OF WHETHER THE INJURY, DAMAGE, OR DEATH IS CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE.

Assumption of Risk. Client understands there are potential dangers incidental to receiving transportation services from a Provider, some of which may be dangerous and which may expose the Client to the risk of personal injuries, property damage, or even death. Client understands that these potential risks include, but are not limited to: travel; negligent or willful acts of others; and other risks that are unknown at this time. YOU KNOWINGLY AND VOLUNTARILY ASSUME ALL SUCH RISKS, BOTH KNOWN AND UNKNOWN, EVEN IF ARISING FROM THE NEGLIGENCE OF RELEASEES, and assume full responsibility for receiving transportation services from a Provider.

Indemnity. Client, on behalf of the Transported Individual, and his or her personal representatives, heirs, executors, administrators, agents, and assigns, agrees to hold harmless, defend, and indemnify the releasees from any and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys' fees), arising from any injury, property damage, or death that Client may suffer as a result of receiving transportation services from a Provider, REGARDLESS OF WHETHER THE INJURY, DAMAGE, OR DEATH IS CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE.

Means of Transportation. Client may request transportation services and may authorize the use of a vehicle by a Provider. Client agrees to maintain and validate automobile liability insurance on the vehicle and maintain the vehicle in good working order.

18. Emergency Medical Services

If, due to circumstances such as an injury or sudden illness, emergency medical treatment becomes necessary while a Provider is rendering Provider Services, Client authorizes the Provider to summon emergency medical services (including calling 911 or arranging ambulance transport). Client agrees to be responsible for the costs of such emergency care billed by the providers of emergency services. MAX is not authorized or obligated to take any emergency medical measure, and MAX has no duty to monitor for, detect, respond to, or escalate any medical condition or emergency. See Section 4.

To the maximum extent permitted by applicable law, and subject to the carve-outs in Section 23, each User releases and holds harmless MAX and its Affiliates from any and all claims, demands, causes of action, damages, and expenses (including reasonable attorneys' fees) arising from or relating to any medical emergency occurring in connection with Provider Services or the use of the Services, including without limitation any person's decision to summon or not summon emergency services, any delay in summoning or responding, the acts or omissions of emergency or other medical personnel, the unavailability or failure of the Platform or any communication sent through it during an emergency, and the costs of emergency care. Client agrees to indemnify and reimburse MAX and its Affiliates for any costs or fees assessed against them in connection with emergency care provided to a Client or patient; for Consumer Users, any indemnification under this Section is subject to the limitations in Section 21.

19. Termination

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in deactivation of your Account. Upon termination, MAX will retain, return, and delete information in accordance with the Privacy Notice, any applicable Business Associate Agreement, and applicable law; nothing in this Section limits any right you have under applicable law (including the CCPA or, through your healthcare provider, HIPAA) to access or obtain a copy of your information. If you wish to terminate your Account, you may do so by following the instructions on the Platform or through the Services. Any fees paid hereunder are non-refundable, except as the applicable app store's policies or applicable law require. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Upon termination, MAX shall be under no obligation to provide you with a copy of any Content posted by or about you on the Platform, except as required by applicable law or the Privacy Notice. If we terminate your registration, we have no obligation to notify you of the reason, if any, for the termination of your registration. MAX does not have the authority to terminate the relationship between any Client and Provider, or consumer and Provider. Following any termination of any individual's use of the Platform or the Services, MAX reserves the right to send a notice thereof to other Users with whom we believe the individual has corresponded. Our decision to terminate an individual's registration and/or to notify other Users with whom we believe the individual has corresponded does not constitute, and should not be interpreted or used as, information bearing on the individual's character, general reputation, personal characteristics, or mode of living.

20. Warranty and Other Disclaimers

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which Users gain access to the Services; what Content you access via the Services; or how you may interpret or use the Content.

You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OUTPUT OF AI FEATURES, AND ALL AI OUTPUT IS PROVIDED FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY AS DESCRIBED IN SECTIONS 4 AND 5.

WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES, AND SUCH FAILURES MAY RESULT IN ERRORS OR DATA LOSS. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING, OR BY THE LOSS OF ANY DATA OR INFORMATION YOU PROVIDE TO MAX. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, SATURATION OF THE INTERNET NETWORK, OR ANY OTHER REASON.

21. Indemnification

By using the Platform and Services and agreeing to these Terms, you agree you shall defend, indemnify, and hold harmless MAX, its Affiliates, and each of our and their respective employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Platform, the Services, or Content, or otherwise from your User Contributions, your violation of these Terms, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity, or any relationship or agreement formed with a Client or Provider using the Platform or Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree you will assist and cooperate, as reasonably required, with us in asserting any available defenses. Users further agree to hold harmless MAX and its Affiliates from any claim arising from a third party's use of information or materials of any kind that Users post to the Platform. If you are a Consumer User, your obligations under this Section apply only to claims arising from (i) your violation of these Terms or applicable law, (ii) your User Contributions, or (iii) your infringement of a third party's intellectual property or other rights, and in no event apply to the extent a claim arises from MAX's own negligence, willful misconduct, or violation of law; your duty is to indemnify only, and MAX will control the defense.

22. Assumption of Risk

Users assume all risks when using the Platform and the Services, including but not limited to all of the risks associated with any online or offline interactions with or between Users of the Platform or the Services. MAX has no liability for non-MAX actions. IN NO EVENT WILL MAX BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU, OTHER USERS, OR THIRD PARTIES IN CONNECTION WITH THE USE OF THE PLATFORM OR THE SERVICES OR ANY AGREEMENT OR RELATIONSHIP FORMED USING THE PLATFORM OR SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE PLATFORM, OR TRANSMITTED TO OR BY ANY USERS, OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE PLATFORM OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

23. Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) FOR WORKERS' COMPENSATION BENEFITS; OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS OR EXCLUDES OUR LIABILITY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, (2) FRAUD OR FRAUDULENT MISREPRESENTATION, (3) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (4) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

24. Agreement to Arbitrate; Class Action Waiver

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS-ACTION RIGHTS AS DETAILED BELOW. PLEASE REVIEW, AS THIS AFFECTS YOUR LEGAL RIGHTS.

(a) Arbitration; Class Action Waiver. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND MAX OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH MAX, OR ANY CLIENT OR PROVIDER, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS AND CONDITIONS, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND MAX HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE MAX'S INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND MAX WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL "SMALL CLAIMS" COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT'S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED, OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR MAX WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST MAX, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

(b) Additional Provisions. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if MAX is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either MAX or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. The arbitrator may award any relief on an individual basis that would be available in a court of law, including statutory damages, attorneys' fees, and costs, where authorized by applicable law. Nothing in this Section waives your right to seek public injunctive relief where applicable law makes that right non-waivable; any claim for public injunctive relief shall be severed and stayed pending arbitration of all other claims. For Consumer Users, MAX will pay all JAMS filing, administrative, case-management, and arbitrator fees other than an initial filing fee not to exceed $250 (or the amount specified in the then-current JAMS Consumer Arbitration Minimum Standards, if lower); any in-person hearing will take place in the county where you reside, or another mutually agreed location; and the arbitration will be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards where applicable. To the extent permitted by applicable law, any claim or cause of action arising out of, related to, or connected with the use of the Services or these Terms must be filed within one (1) year after it arose or be forever barred; where applicable law prohibits shortening the limitations period for a claim (including claims under consumer protection statutes), the statutory limitations period applies to that claim.

(c) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 24, you must notify MAX in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to MAX at the following address: MAX MERGE SOFTWARE INC., 254 Chapman Rd, Ste 208 #21666, Newark, DE 19702. If you do not notify MAX in accordance with this Section 24(c), you agree to be bound by the arbitration and class-action waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses; and (iii) a statement that you do not wish to resolve disputes with MAX through arbitration. If MAX makes any changes to this Section (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to this Section), you may reject any such change by sending MAX written notice within 30 days of the change to the address set forth in this Section 24(c). This notification affects these Terms only; if you previously entered into other arbitration agreements with MAX or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect other arbitration agreements between you and MAX.

(d) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Section 24 will be null and void. This arbitration agreement will survive the termination of your relationship with MAX.

25. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law rules, and the United States of America. Subject to Section 24, and except for small-claims actions, which may be brought in the small claims court where you reside, you agree that any dispute arising from or relating to the subject matter of these Terms that is not subject to arbitration shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Santa Clara County, California.

26. Modification

We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation the availability of any feature, database, or content) at any time by posting a notice on the Platform or by sending you a notice through the Services, via email, or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms in effect at the time of such use. Material changes affecting our treatment of health information or other personal information will not apply to previously collected information without your consent where required by law, and material changes to these Terms will not apply retroactively. If we increase the price of, or materially reduce, an auto-renewing Paid Service, we will notify you at least 30 days before the change takes effect (for In-App Purchases, through the applicable app store's price-change process), and the change will apply only to billing periods beginning after the notice period; if you do not agree, you may cancel before the change takes effect and the change will not apply to you.

27. Intellectual Property; User License

Notices and Restrictions. The Services may contain Content specifically provided by us, our partners, or our Users, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

User License. Subject to these Terms, we grant each User of the Services a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution, or storage of any Content for purposes other than using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right. For applications downloaded from the Apple App Store, the license granted in this Section is further subject to Section 9(a).

28. Miscellaneous

Entire Agreement and Severability. These Terms and the Privacy Notice are the entire agreement between you and us with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services, including the Terms and Conditions dated March 14, 2025; provided that separately executed agreements between you and MAX (including any Business Associate Agreement or organizational subscription agreement) remain in effect and control over these Terms to the extent of any conflict. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

Assignment. These Terms are personal to you and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without consent.

Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, registration on this Platform, or acceptance of any referral, and neither party has any authority of any kind to bind the other in any respect.

Notices. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next-day delivery by recognized overnight delivery service. Electronic notices should be sent to info@maxmrj.com.

No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

29. Contact

If you have any questions or need further information regarding the Platform or Services provided by MAX, you may contact us at the following address: