I. DEFINITIONS

1. App means a software application developed by RMDY in “RMDY Assist”, consisting of a graphical interface, accessible in particular from your smartphone, tablet, smartwatch, desktop or any other device(s), and from which you interact with the various features made available to you by the App, allowing you in particular to record, store, access, and use your personal data, in particular data produced by use of the Products and Services designed by RMDY.
   
   
2. Consumer means any natural person acting for personal and non-commercial purposes not falling within the scope of their commercial, industrial, craft, professional or agricultural activity.
   
   
3. Contract means any Contract that is entered into between RMDY and you on the basis of the order confirmed by RMDY.
   
   
4. General Terms and Conditions of Use means the General Terms and Conditions of Use described in the document "General Terms and Conditions of Use".
   
   
5. User Account means the User's personal account allowing them to log into an App in an authenticated and secure manner and to access the Services.
   
   
6. User Guide means the document which, for each Product, describes the conditions of use specific to it.
   
   
7. Parties means RMDY, LLC, REIFY Strategic Partners, LLC, its subsidiaries and assigns, and Consumers and Users, as the context requires.
   
   
8. Product refers to all the connected RMDY products, such as the “Artificial Intelligence Mattress”, and health hardware media, including digital items that can be ordered on the Site.
   
   
9. Service means all digital content, free or paid, and connected digital health services, including the means to access them. The Services consist in particular of:
   
   1. Allowing the creation of a user account on RMDY Assist;
      
   2. Providing a graphical presentation of the data produced by use of the Products, including your personal health data, via RMDY Assist;
      
   3. Providing Users with exercise, nutrition, or sleep improvement programs. These features are subject to the purchase of a subscription to RMDY Assist;
      
   4. Providing the data sharing features of the RMDY Assist application;
      
   5. Providing Users with information on RMDY Products, software, news, or service activities;
      
   6. Sending out Marketing Announcements;
      
   7. Directing users to Customer Support.
      
      
10. Site means the website available at: https://rmdy.health/
    
    
11. Term. These General Terms and Conditions of Use are adopted, following their acceptance, for the whole period in which the Products and Services are used. They apply to any modification of the Products and Services, any new version, service or functionality of our Products and Services, regardless of how they are accessed.
    
    
12. User or You means any person who has a User Account and/or Products and Services, including Visitors.
    
    
13. Visitors means those who access, browse, or consult the RMDY website and/or RMDY Assist, whether or not they are Users.
    
    
14. We shall be understood to include each entity as part of RMDY, LLC and/or REIFY Strategic Partners, LLC, and their members, managers, agents, employees, officers, and assigns.
     
    
    

I. APPLICATION OF THE GENERAL TERMS & CONDITIONS

1. Agreement. These Terms and Conditions of Sale, together with any other document(s) that RMDY, LLC, a California limited liability company, and REIFY Strategic Partners, LLC a Wyoming limited liability company, and/or its’ subsidiaries (collectively, “RMDY”) has attached hereto or executed that specifically reference these Terms and Conditions of Sale (such as a Purchase Order Confirmation, Quotation, Proposal, Standing Order, Credit Application, or Letter of Authorization) (collectively, “Agreement”) constitute the entire binding agreement between RMDY and you (often referred to as “Buyer”, or “You”) regarding the purchase, use, and/or resale of products, services, and support from RMDY (collectively, “Products”) and supersede all other agreements and understandings, whether written or oral, between the parties. This Agreement will apply whether Buyer is an end-user or a distributor of the Products, although certain terms and conditions herein will be applicable only to certain Buyers by its context. Notwithstanding anything to the contrary, whether executing a Purchase Order, Quotation, Proposal, Standing Order, or Letter of Authorization or by accepting delivery of the Products, Buyer agrees to be bound by and accept the terms and conditions contained in this Agreement. No additions, conditions, amendments, alterations, or modifications by Buyer or any other person, whether oral or contained in any other documents submitted from Buyer to RMDY will be binding on RMDY, regardless of RMDY’s failure to object or RMDY’s shipment of Products, unless otherwise agreed to in writing and signed by RMDY. These terms and conditions may be updated or amended from time to time by RMDY, a copy of which will be available for review at https://rmdy.health/.
   THIS AGREEMENT WILL APPLY UNLESS BUYER HAS A SEPARATE WRITTEN AGREEMENT WITH RMDY THAT EXPRESSLY REPLACES THIS AGREEMENT. 
   1. Sale. You acknowledge and warrant (i) that you have obtained and read these Terms and Conditions, (ii) that you will use the Products and Services provided by RMDY for personal and non-commercial use only; (iii) or, you have the RMDY’s prior written approval to purchase the Products or Services for commercial purposes; (iv) that you are of age or authorized under the laws of your country of residence to contractually engage with Us; (v) that placing an order on the Site will be construed as an unreserved acceptance of the Terms and Conditions to which you will have access prior to the payment of your order and which you have read and accepted; and (vi) that you have been fully informed that placing an order on the Site entails an obligation to pay.
   2. Use. Use of the Products and Services requires prior unreserved acceptance of the General Terms and Conditions. You expressly accept the terms by ticking the box provided for this purpose when creating your account. You may at any time consult the current Terms and Conditions, available on each page of the Site.  It is your responsibility to verify the compatibility of the Product(s) and Service(s) with your own needs or those for which you intend to use the Products and Services.
      
      
2. Price. All prices exclude applicable United States federal, state, and local taxes as well as any applicable foreign taxes, which will be the responsibility of Buyer and unless Buyer is exempt therefrom and RMDY has received proper documentation therefor, such taxes will be added to the price of the Product or billed separately to Buyer where RMDY has the legal obligation to collect the taxes.
   1. Subscriptions
      1. Services delivered by Subscription. Your Subscription will continue until terminated. To use all the features of RMDY software and applications, you must have Internet access and the latest available version of the RMDY Assist mobile application. Unless you terminate your Subscription before your billing date, you authorize us to charge the Subscription fee for the next billing cycle to your payment method (see "Cancellation" below). "Payment method" means a valid and accepted method of payment.
      2. Billing Cycle. The Subscription fee for RMDY Assist will be charged to your Payment method on the specific payment date indicated on the subscription management webpage available on https://rmdy.health/.  The cycle will be monthly or annual depending on the type of Subscription you chose when you subscribed to the service. In some cases, the payment date may vary if the first attempts of payment fail, if your Payment method is not correctly settled, if you change your billing cycle or your paid Subscription began on a day not contained in a given month.
      3. Updating your Payment Method. You can update your Payment method by going to the subscription management webpage available on https://rmdy.health/.  Following any update, you authorize us to continue to charge the applicable Payment method.
      4. Termination. You can terminate your subscription at any time, and you will continue to have access to the service through the end of your billing period. Payments are non-refundable and we do not provide refunds or credits for any partial subscription periods or unused services. To terminate, go to the subscription management webpage available on https://rmdy.health/  and follow the instructions for termination. If you decide to terminate your Subscription, the RMDY Assist service will be discontinued with all included features on the date your Subscription ends. Your devices and all their features will continue to function normally. We will send you a yearly email notification to inform you about your right to terminate.
         
         
3. Payment Terms. Provided that Buyer meets RMDY’s credit requirements, payment will be due net thirty (30) days after the date of RMDY’s invoice, unless otherwise agreed in writing. All payments must be made in U.S. Dollars. RMDY reserves the right to charge at any time a monthly service charge of 1% or the highest rate allowed by law, whichever is lower, on accounts that are not paid when due, effective as of the first day after the due date. If Buyer fails to fulfill the terms of payment or does not meet RMDY’s continuing credit requirements, RMDY will have the option to do one or more of the following: (i) decline to accept orders or fulfill pending orders; (ii) require all pending and future orders to be on a prepaid basis; (iii) delay any shipment until payment is received by RMDY or further assurances asked for by RMDY are received; (iv) declare all outstanding sums immediately due and payable; or (v) require payment for all Products delivered hereunder to be made by irrevocable letter of credit in a form approved by RMDY. Nothing contained herein will release Buyer from any previous obligation. Buyer will be liable to RMDY for all costs incurred by RMDY in its collection of any amounts owing by Buyer which are not paid when due, including collection agencies’ and attorneys’ fees and expenses, regardless of whether a lawsuit is commenced. All orders are subject to current credit approval. From time to time, RMDY may review Buyer’s creditworthiness. Buyer agrees to provide RMDY with all credit information reasonably requested, and Buyer represents and warrants to RMDY now, and each time Buyer places an order, that all information Buyer has provided is true and correct.
   
   1. Products and Service Prices. Prices are always quoted excluding delivery and shipping charges and excluding commercial warranty charges offered for some of our Products. These are stated before confirmation of the order and will be invoiced on top of the price of the Product ordered.
   2. Taxes excluded. Depending on where you connect to the Site, the prices listed on the Site may not specify taxes and customs charges. Please be aware that the sales price never includes these taxes and customs charges. The legislation to which you are subject may in fact provide for certain direct or indirect taxes that we do not collect. Any tax or similar charge not specified during the ordering process is at your expense.
   3. Currency. The prices shown on the Site may be offered to you in a currency that does not match the currency used in your own country. We do not accept currency exchange charges. You should inquire about the fees and applicable exchange rates when you place your order, in particular with regard to the method of payment that you wish to use and that we offer you.
   4. Price changes. The prices we present to you are subject to change at any time. Only the price shown to you on the summary page when you place an order shall apply.
   5. Payment methods. We offer various payment methods such as credit card payment (Visa, MasterCard, Discover, American Express), PayPal, and Google Pay. This list is not exhaustive and RMDY may offer other payment methods when the order is placed.
   6. Legality of the transaction. Transactions are carried out through transaction collection platforms that permit the collection of payments. The payment transaction is carried out by third party companies. To combat fraud, we have implemented order verification procedures. These procedures allow us to block and, where appropriate, cancel an order if fraud is detected. You will then be notified by email via the email address you have given us. If this cancellation is not necessary, please do not hesitate to contact our customer service.
   7. Subscription payments. When taking out a subscription giving access to paid services on RMDY Assist, we will keep your bank details until the last payment due date if the subscription does not provide for a tacit renewal or until the subscription is cancelled in the event of a tacit renewal, unless you object to this. Your bank details will be deleted when the subscription is cancelled.
      
      
4. Force Majeure. Neither party assume liability or will be liable to the other party for any failure or any delay in fulfilling its obligations hereunder caused, in whole or in part, directly or indirectly, by fires, natural disasters, strikes, shortages of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargoes, government orders or directives, terrorist activities, or any other circumstance beyond the reasonable control of such party. RMDY may at its option suspend deliveries while such event or circumstance continues, apportion available inventory between its customers as it determines, or terminate this Agreement with immediate effect by written notice to Buyer.
   
   
5. Delivery Terms; Title. Unless otherwise agreed by RMDY in writing, all shipments to points in the U.S. will be delivered by UPS, FedEx, USPS, or the like, and all shipments to points outside the U.S. will be delivered by a comparable credible carrier/shipping service; provided, however, that unless Buyer advises RMDY that it will arrange and take responsibility for shipment of Products from RMDY’s facility, RMDY will arrange for its freight forwarder and/or carrier(s) to transport the Products to Buyer’s specified location. Title to and risk of loss or damage for all Products will pass to Buyer upon RMDY’s delivery of the Products to the carrier. In all cases of damage and/or loss to Products in transit, Buyer will be responsible for making claim(s) against the carrier; provided, however, that RMDY will provide reasonable assistance with damage and/or loss claims. Loss or damage will not relieve Buyer of any obligations for payment or obligations in this Agreement.  Delivery dates provided by RMDY are estimates only. Unless otherwise agreed by RMDY in writing, shipping, freight, handling, insurance, and related costs are the sole responsibility of Buyer and will be “pre-paid and add” or otherwise invoiced to Buyer.
   
   
6. Inspection/Acceptance; Returns. Buyer must inspect delivered Products and report claims for defects, damages, shortages, or receipt of wrong products which are discoverable on a visual inspection within 48 hours of delivery or the Products will be deemed irrevocably accepted and such claims will be deemed waived. However, Buyer must make shipping damage claims directly with the shipping company in accordance with such company’s policies, which generally require such claims to be made prior to the time the carrier of the Products leaves the delivery destination.  Buyer will advise RMDY of such claims. The terms and conditions for returning any Products purchased from RMDY will be those contained in RMDY’s Returned Material Authorization Policy (“RMA”) in effect as of the date of shipment of the Products to Buyer.
   We will provide you with after-sales service for any questions you may have regarding our Products and/or Services. For the purposes of responding to your request for support, some of your personal information may be temporarily transmitted to our after-sales service until the problem is resolved. We ensure that our after-sales service strictly complies with our Privacy Policy.
   
   
7. Changes. After acceptance by RMDY, Buyer’s order will not be subject to cancellation or reduction in any amount without RMDY’s written consent. Any other changes to an order requested by Buyer will require the prior written approval of RMDY, which approval may be subject to price adjustments as determined on a case-by-case basis.
   
   
8. Medical Devices. If any of the Products are deemed “medical devices”, Buyer acknowledges that it is familiar with the U.S. Safe Medical Devices Act of 1990 (SMDA - Public Law 102-
   629) (the “Devices Act”) and the reporting obligations imposed on device users thereunder.
   
   The Devices Act requires ambulatory surgery centers, hospitals, outpatient diagnostic centers and other user facilities to report all incidents in which a medical device or user error may have caused or contributed to the death, serious injury or serious illness of a patient. “Serious injury or illness” means those injuries that are life threatening, result in permanent body function impairment or permanent damage to a body structure, or necessitate immediate medical or surgical intervention to prevent permanent body function impairment or permanent damage to a body structure (21 CFR 803.3) (r).
   
   Reports must be submitted to the manufacturer within ten (10) working days after the facility becomes aware of information that reasonably suggests a possibility that a device may have caused or contributed to the death, serious injury or serious illness of a patient of the facility.  Events in which a device may have caused or contributed to a patient’s death must be reported to the US Food and Drug Administration (“FDA”) as well as to the manufacturer. The user facility must also submit a semiannual summary of previously reported events to the FDA by Jan. 31 and July 31 of each year.
   
   In this regard, Buyer agrees to notify RMDY within ten (10) days of the occurrence of any event identified in the Devices Act imposing a reporting obligation on Buyer and/or RMDY, except for events representing an imminent hazard that require notification to the FDA within 72 hours (or such shorter time as required by law), in which case, such notice will be delivered to the FDA and RMDY within said period. Buyer will maintain adequate tracking for the Products to enable RMDY to meet the FDA requirements applicable to the tracking of medical devices.
   
   
9. Limited Warranty. RMDY warrants to Buyer that Products manufactured by RMDY that are sold to Buyer will be free from defects in material and workmanship under normal use for the following warranty periods: (i) Six (6) months following shipment from RMDY in the case of consumables; and (ii) Six (6) months following shipment from RMDY for all other products or devices. Disposable Products are warranted for single use only. The warranty does not cover and RMDY will have no warranty obligation whatsoever with respect to any damage to a Product caused by or associated with: (i) usage not in accordance with Product instructions or usage for a purpose not indicated on the labeling; (ii) abuse, misuse, neglect, improper maintenance or storage, accident, vandalism, or the negligence of any party other than RMDY; (iii) external causes, including natural disasters, acts of God, power failure, cosmetic damage or melting; (iv) use of unauthorized third party consumables and accessories with the Product; or (v) modifications or alterations to a Product not authorized by RMDY. RMDY’s obligations under this limited warranty are contingent on Buyer’s full payment of the Product purchase price. RMDY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE, AND RMDY DOES NOT REPRESENT OR WARRANT THAT ANY PRODUCT WILL MEET BUYER’S REQUIREMENTS. Notice of a defective Product under warranty must be given to RMDY in writing within ten (10) days following the discovery of such defect. Any oral or written statement concerning the Products inconsistent with the limited warranty set forth herein will be of no force or effect. Any Products returned due to a defect will be subject to the RMA. RMDY’s SOLE LIABILITY under the warranty will be, at RMDY’s option, to either replace or repair the defective Product(s) or refund or credit the purchase price to Buyer. This will be Buyer’s exclusive remedy for a covered defect.
   
   Repairing or replacing the Product may result in the data recorded in it being deleted or altered. It is your responsibility to back up and/or extract the data, software, and information that you have saved in the Product before it is sent for repair or replacement. RMDY may not be held liable for any damage or loss of unsaved data.
   
   
10. Trademarks; Copyrights. Other than the limited use permitted for distributors set forth in Section 26 below, Buyer may not use the “RMDY,” “RMDY Health” or the “RMDY Assist” name or any RMDY trademark, service mark, logo, or copyrighted work for any purpose.
    
    
11. No License. The sale of its Products by RMDY does not constitute a license, implied or otherwise, for the use of any patents or know-how of others, nor does it constitute a license, implied or otherwise, on patents or know-how of RMDY, except to the extent that the intended use of such Product by Buyer itself is covered by the claims of a RMDY patent.
    
    
12. Data Processing & Confidential Information. Except for information that Buyer demonstrates was in Buyer’s possession prior to receipt from RMDY, Buyer agrees that all information of RMDY, whether written or oral, that is furnished by RMDY to Buyer concerning the business and affairs of RMDY or is learned by Buyer during discussions or communications between Buyer and RMDY, is proprietary to RMDY, and Buyer will hold such information in confidence and will not use or disclose such information without RMDY’s prior written consent, except for the fulfillment of this Agreement.
    
    1. Confidentiality. Protecting Buyers' privacy is of the utmost importance. We invite you to read our Privacy Policy.  This policy defines your rights, including your rights to access, correct and object to your personal data.                          
       
    2. Data Hosting. By using RMDY Assist or the RMDY website, you authorize RMDY, or any third party designated by RMDY for such purpose, to store data from use of a Product and/or App. Your data may not be accessible at any time and we cannot guarantee that your data will be accessible forever after marketing of the Products or publication of the App ends. You must therefore make regular copies of your data, in particular by means of the features made available to you within the App.
       
       
13. Installment. In the event any purchase of Products by Buyer is deemed or interpreted to be an installment contract, RMDY’s failure to deliver when due, or nonconformity of, any installment will not substantially impair the value of the overall contract as a whole and will not constitute a breach of contract.
    
    
14. Limitation of Liabilities and Remedies. UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR, AND EACH PARTY HEREBY EXPRESSLY WAIVES, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY DESCRIPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING OUT OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FORESEEABLE BUSINESS LOSSES, LOSS OF PROFITS, AND RELIANCE DAMAGES. BUYER AGREES THAT UNDER NO CIRCUMSTANCES WILL RMDY’S LIABILITY RELATING TO ITS SALE OF PRODUCTS TO BUYER FOR ANY CAUSE EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PARTICULAR PRODUCTS INVOLVED. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT WILL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
    
    
15. Indemnity. To the fullest extent permitted by law, Buyer will indemnify, defend, and hold harmless RMDY, including RMDY’s officers, directors, agents, employees, subsidiaries, affiliates, parents, successors, and assigns, from and against any claim, demand, cause of action, debt, liability, loss, fine, damage, or expense (including reasonable attorneys’ or legal fees, expenses, and court costs) (collectively, “Liabilities”) that relates to: (i) Buyer’s modification of or addition to any Product(s); (ii) Buyer’s breach of this Agreement; (iii) Buyer’s gross negligence or willful misconduct; or (iv) damage to a third party by any Products distributed or resold by Buyer to the extent such claim is based on (a) Buyer’s modification of or addition to the Products, misuse or abuse of the Products, or breach of any provision in this Agreement; (b) Buyer’s failure to abide by all applicable laws, rules, regulations, and orders that affect the Products; (c) Buyer’s gross negligence or willful misconduct; or (d) intentional harm to any person or property caused by Buyer. To the fullest extent permitted by law, RMDY will indemnify, defend, and hold harmless Buyer, including Buyer’s officers, directors, agents, employees, subsidiaries, affiliates, parents, successors, and permitted assigns, from and against any Liabilities arising out of a third party claim (i) for bodily injury to or property damage to the extent caused by a defect in a Product manufactured by RMDY; (ii) to the extent caused by RMDY’s breach of this Agreement; or (iii) to the extent caused by RMDY’s gross negligence or willful misconduct. RMDY is not required to indemnify Buyer to the extent that any claim arises out of Buyer’s gross negligence or willful misconduct or use of a Product by any person or entity other than in accordance with RMDY-approved Product labeling, including, without limitation, any restrictions on re-use of Products.
    
    
16. Independent Contractors. No provision of this Agreement will be deemed to create a partnership, joint venture, or other combination between RMDY and Buyer. Buyer and RMDY are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party’s behalf. Neither party is or will claim to be a legal representative, partner, agent, or employee of the other party. Each party is responsible for the direction and compensation of, and is liable for the actions of, its employees and subcontractors.
    
    
17. Export. Buyer acknowledges that the Products sold under this Agreement, and the transaction contemplated by this Agreement, are subject to U.S. customs and export control laws and regulations and may also be subject to the customs and export laws and regulations of the country in which the Products are received. Buyer acknowledges and agrees that it is Buyer’s sole responsibility to comply with and abide by those laws and regulations as applicable. Further, Buyer acknowledges and agrees that under U.S. law, the Products shipped pursuant to this Agreement may not be sold, leased, or otherwise transferred to restricted countries, any person or entity on the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including, without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, or chemical or biological weapons.
    
    
18. Headings. The section headings used herein are for convenience of reference only and do not form a part of this Agreement, and no construction or inference will be derived therefrom.
    
    
19. Language. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only.
    
    
20. Governing Law/Venue. Notwithstanding the alternative dispute resolution terms in Provision 21, this Agreement, any sales hereunder, and any claim, dispute, or controversy between Buyer and RMDY arising from or relating to this Agreement, its interpretation, or the breach, termination, or validity thereof, will be governed by and construed in accordance with the laws of the State of California, without regard to conflicts-of-law rules. For all Buyers who are U.S. end-users or U.S. distributors, only if litigation is required, any and all disputes arising under this Agreement will be dealt with under the exclusive jurisdiction and exclusive venue of the federal or state courts located in Los Angeles County, California, to the exclusion of all other courts. Each party expressly agrees to submit to the jurisdiction of such courts only if arbitration or any other alternative dispute resolution measures fail.
    
    
21. Arbitration. For all Buyers, including those who are non-U.S. end-users or non-U.S. distributors, the parties agree that any dispute, claim or controversy arising out of or relating to this Agreement or any sales hereunder, including any action in tort, contract, or otherwise, at equity or at law, and any claims of fraud in the inducement (a “Dispute”), will be resolved in the manner set forth in this Section. For all Mexican complainants, pursuant to the Federal Code of Civil Procedures (Código Federal de Procedimientos Civiles)[1], this alternative dispute resolution provision applies and all parties agree to resolve disputes pursuant to this same provision. 
    
    In the event of a dispute, either party may initiate negotiation proceedings by writing a letter to the other party setting forth the particulars of the Dispute, the terms of this Agreement that are involved and the suggested resolution of the Dispute. If the Dispute is not resolved within thirty (30) days after delivery of the initial written letter setting forth the particulars of the Dispute, either party may submit such Dispute to binding arbitration conducted pursuant to the provisions of this Agreement and the rules of the United Nations Commission on International Trade and Law (“UNCITRAL”), as hereinafter modified or supplemented, except to the extent such UNCITRAL rules are inconsistent with the provisions of this Agreement. Even though the arbitrator(s) must apply the UNCITRAL rules, the arbitration will not be conducted through the UNCITRAL. The parties agree that the following terms apply instead:       
    1. Selecting Arbitrator(s). The case will be submitted to a single arbitrator who must be a retired judge or an attorney who has practiced business litigation or in the substantive area of law related to this Agreement for at least 10 years. Each party must submit a list of three (3) arbitrators to the other party within ten (10) days after the initiating party has delivered a written notice to the other party demanding arbitration of the Dispute. From the combined list, the parties will mutually agree on the arbitrator. Should the parties be unable to agree on the choice of an arbitrator within thirty (30) days after delivery of the written notice demanding arbitration, the arbitration will be conducted by a panel of three (3) arbitrators. Each party will choose one (1) arbitrator within ten (10) days after the expiration of the above 30-day period and the two (2) arbitrators selected will choose a 3rd arbitrator within five (5) days after their appointment.                                                                                                                                                                                
    2. Location/Costs. The site of the arbitration will be in Los Angeles County in the State of California or such other location as the parties may mutually agree. The exact location within such county will be designated by the arbitrator(s). The non-prevailing party will pay all expenses of the arbitration proceeding, including the expenses and fees of the parties’ witnesses and legal counsel and of the arbitrator(s), unless otherwise provided in the award.
    3. Discovery/Governing Law/Interim Relief. The arbitrator(s) will allow the parties to conduct limited discovery. In particular, each party will have the right to serve on the other party no more than twenty-five (25) interrogatories, including all discrete subparts. The interrogatories must be answered, under oath, within thirty (30) days of service. Leave to serve additional interrogatories will be granted upon a showing of good cause. In addition, the parties may serve no more than twenty-five (25) document requests and take up to ten (10) depositions. The place of the deposition will be the place of residence or the workplace of the deponent, unless otherwise agreed. The arbitration will be conducted in English, but a single qualified translator may participate, when required by a party. The governing law will be the laws of the State of California, without regard to conflicts-of-law rules. Either party may apply to any court having jurisdiction hereof seeking injunctive relief so as to maintain the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved.       
    4. Final Award. The arbitration award will be final and binding upon the parties and may be entered and enforced in any court having jurisdiction. The parties hereby submit to the personal jurisdiction of the federal courts located in the State of California, U.S.A. and consent to the entry of the arbitration award in such courts and in the appropriate courts located in any country where a party has its corporate headquarters.
       
       Except as otherwise expressly provided in this Section, the arbitral award is the exclusive remedy of the parties for Disputes presented or plead to the arbitrators. The award will (i) be granted and paid in U.S. dollars exclusive of any tax, deduction, or offset; and (ii) include interest from the day the breach or other violation of this Agreement occurred until the award is fully paid, computed at the then-prevailing reference rate of Wells Fargo Bank, N.A., Los Angeles, California. Judgment upon the arbitral award may be entered in any court having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the arbitral award will be charged against the party that resists its enforcement.
       
       
22. Modification and Waiver. Except as otherwise provided in Section 1 of this Agreement, no purported amendment or modification of any provision hereof will be binding unless set forth in writing and signed by an officer of each party. No waiver of any provision hereof will be effective unless in writing and signed by an officer of the waiving party. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof. The failure of either party to enforce any provision of this Agreement at any time will not be construed to be a waiver of such provision nor of the right of such party thereafter to enforce such provision.
    
    
23. Validity. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the remaining terms and conditions of this Agreement will remain in full force and effect as if such invalid or unenforceable provision had not been included herein.
    
    
24. Anti-Kickback Statute - Discounts. It is the intent of Buyer and RMDY to comply with the Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) and the Discount Safe Harbor and Warranties Safe Harbor regulations set forth in 42 C.F.R. 1001.952(h) and (g), respectively. Buyer’s price may constitute a ‘discount or other reduction in price’ under the Anti-Kickback Statute. RMDY will provide Buyer with invoices that fully and accurately disclose the discounted price of all Products purchased under this Agreement to allow Buyer to comply with this Section and the Discount Safe Harbor regulations, including sufficient information to enable it to accurately report its actual cost for all purchases of Products. Buyer acknowledges that, if applicable, it will fully and accurately report all discounts or other price reductions, including warranty items, in the costs claimed or charges made under any Federal or State healthcare program and provide information upon request to third-party reimbursement programs, including Medicare and Medicaid. Buyer will be solely responsible for determining whether any savings or discount or warranty item it receives must be reported or passed on to payors.
    
    
25. Federal Program Participation. RMDY represents and warrants that neither it nor any of its current directors, officers, or key personnel: (i) are currently excluded, debarred or otherwise ineligible to participate in federal health care programs as defined in 42 U.S.C. §1320a-7b(f) (the “Federal Healthcare Programs”); (ii) have been convicted of a criminal offense related to the provision of healthcare items or services during the last five (5) years; or (iii) have been excluded, debarred or otherwise declared ineligible to participate during the last five (5) years in Federal Healthcare Programs. RMDY will notify Buyer of any change in the status of the representations and warranties set forth above.
    
    
26. Trademarks; Copyrights. Buyer may only use the “RMDY” logos or trademarks for commercial purposes with the prior written approval of RMDY, and solely for the purpose of accurately identifying the RMDY-branded Products that Buyer uses, markets or sells. Buyer agrees that any such use will be in accordance with all guidelines provided by RMDY and Buyer agrees to change or correct, at its own expense, any label, material, or activity that RMDY decides is inaccurate, objectionable, or misleading, or constitutes, in RMDY’s sole discretion, a misuse of RMDY’s name, trademarks, service marks, logos, or copyrighted works. Buyer may not use the RMDY name or RMDY’s product names for any other purpose. Buyer may not register or use any domain name or business name containing, or confusingly similar to, any name or mark of RMDY. All brochures, advertising and marketing materials and other documents related to Products that are prepared or used by Buyer (other than those supplied by RMDY) must be approved in writing by RMDY prior to use.
    
    
27. Traceability. Buyer will create and maintain accurate records of all activities and events related to the Products to the extent necessary to ensure product traceability. The records will be constructed in such a manner that all significant activities or events will be traceable for a period of not less than two (2) years past the expiration date or two (2) years after the device has been taken out of service, whichever occurs first. Such records must be clear, readily available, and include the following: (i) each order received and accepted; (ii) the serial or lot number and expiration date of the Product(s) and the address where Product(s) are delivered; (iii) the method of identifying the invoice issued to a customer; and (iv) each customer credit issued and the reason therefor.
    
    
28. Customer Complaints. Buyer will cooperate fully with RMDY in dealing with customer complaints concerning the Products and will take such action to resolve such complaints as deemed necessary or appropriate by Buyer or as may be otherwise reasonably requested by RMDY. Buyer agrees to report to RMDY any complaint regarding a Product of which Buyer becomes aware within five (5) working days of receiving the complaint or two (2) calendar days if a death or serious injury is involved. Buyer agrees to assist RMDY to facilitate the resolution of complaints. For purposes of this Agreement, a complaint can be the occurrence of any of the following: (i) receipt of any Product(s) quality claims, medical claims or complaints or other written claims or complaints; or (ii) receipt of any written communication from any applicable regulatory agency pertaining to a Product.
    
    Write to us. You can begin to address your complaint to RMDY customer service by emailing us at:  [email protected]
    
    
29. Digital Files. Buyer agrees that no digital literature files (whether low, medium, or high resolution) provided by RMDY to Buyer or any of Buyer’s employees, representatives, contractors, or agents may be directly or indirectly modified or altered in any way, whether for promotion, marketing, sales, or other purposes, without first obtaining the express written approval of RMDY. Any modification or alteration made by Buyer without obtaining such approval will be deemed a breach of this Agreement.
    
    
30. Communications:
    
    1. When you write to us. If you have any questions or inquiries regarding the Apps, Products and/or Services, and any related notifications, please send us an emailed message at:  [email protected] or you can mail any correspondence to:
       RMDY, LLC
       1309 Coffeen Ave.
       Suite 12120
       Sheridan, WY 82801
       
       We'll get back to you as quickly as possible.
       
       
    2. When we write to you. By using the Services, you agree that the bulk of our communications will be exchanged electronically and that we will provide you with notifications by posting them on the App or sending them by email. It is your responsibility to check your emails regularly, so that we are able to contact you at any time. Notifications sent shall be deemed to have been sent on the day of publication.
    3. Evidence. All exchanges made through the Apps or sent by email, as recorded in RMDY systems, and kept in the RMDY cloud/server and/or on a storage disk, complying with applicable standards, are presumed reliable and the Parties will consider them authentic until such time as proven otherwise. The scope of the proof of the information delivered by RMDY’s information technology (IT) systems, in particular the double-click procedure, namely the verification of its commitments and their confirmation, as an electronic signature constitutes validation of the electronic contract.                                                                                                                                                                                                                                                                                                                   
31. American and Mexican Privacy Laws
    1. United States Privacy Laws:  The Health Insurance Portability and Accountability Act of 1996 (HIPAA) is an American federal law that required the creation of national standards to protect sensitive patient health information from being disclosed without the patient’s consent or knowledge. The US Department of Health and Human Services (HHS) issued the HIPAA Privacy Rule to implement the requirements of HIPAA. The HIPAA Security Rule protects a subset of information covered by the Privacy Rule.
       
       The Privacy Rule standards address the use and disclosure of individuals’ health information (known as protected health information or PHI) by entities subject to the Privacy Rule. These individuals and organizations are called “covered entities.”
       
       The Privacy Rule also contains standards for individuals’ rights to understand and control how their health information is used. A major goal of the Privacy Rule is to make sure that individuals’ health information is properly protected while allowing the flow of health information needed to provide and promote high-quality healthcare, and to protect the public’s health and well-being. The Privacy Rule permits important uses of information while protecting the privacy of people who seek care and healing.
       
       
    2. Mexican Privacy Laws:  The Mexican Federal Law on the Protection of Personal Data held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares) ("the Law") entered into force on July 6, 2010 and subsequent additions and amendments have worked to refine these protections on personal data .  Per the Law, in processing personal data, data controllers must observe the principles of legality, information, consent, notice, quality, purpose, loyalty, proportionality and accountability.[2]
       
       Pursuant to these
       principles:
       i.         Personal data must be collected and processed fairly (and not through deceptive or fraudulent means) and lawfully.
       ii.         Personal data must be collected for specified, explicit and legitimate purposes and not be further processed in a way incompatible with those purposes.
       iii.         Consent must be obtained, unless an exception applies.
       iv.         Processing of personal data must be adequate, relevant and not excessive in relation to the purposes for which it is collected. or further processed.
       v.         Personal data must be accurate and, if necessary, updated; every reasonable step must be taken to ensure that data that is inaccurate or incomplete, having regard to the purposes for which it was collected or for which it is further processed, is erased or rectified., and Personal data must be kept in a form that permits identification of data subjects for no longer than is necessary for the purposes for which the data was collected or for which it is further processed.
       vi.         Data subjects are entitled to a reasonable expectation of privacy in the processing of their personal data. In addition, personal data must be processed as agreed upon by the parties (in a privacy notice or otherwise) and in compliance with the Law.
       vii.         A privacy notice (Aviso de Privacidad) must be made available to data subjects prior to the processing of their personal data.
       
       To withdraw in allowing RMDY to store your data, please send your written request to us with the following information:
       
       To:  RMDY Withdrawal service at [email protected] or at:
       RMDY, LLC
       1309 Coffeen Ave.
       Suite 12120
       Sheridan, WY 82801
       
       Please include your following details:
       Name:
       Phone Number:
       Address Line 1:
       Address Line 2:
       Email Address: 
       
       
32. Foreign Corrupt Practices Act. Buyer will comply with all applicable anti-corruption, anti-bribery, and anti-kickback laws, rules, and regulations, including, without limitation, (i) the United States Foreign Corrupt Practices Act (15 U.S.C. §78dd-1, et seq.), and (ii) all international, national and local laws, rules, and regulations (e.g., UK Bribery Act) in any country where Buyer conducts business or in any country where performance of this Agreement or delivery of the Products will occur, including those enacted to comply with the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the United Nations Convention against Corruption, and the Inter-American Convention against Corruption.
    
    
33. Assignment. Buyer will not assign, delegate, or permit any other transfer of this Agreement (by stock sale, merger, or otherwise) without RMDY’s prior written consent. Buyer will not, without the prior written consent of RMDY, appoint any sub-distributors in connection with the performance of this Agreement.
     
34. Sales Representatives and Permitted Sub-distributors. If applicable, Buyer agrees that all of its sales representatives, and permitted sub-distributors, if any, will be subject to the terms and conditions of this Agreement.

[2] The Executive Branch has also issued the following (collectively, with the Law, referred to herein as "Mexican Privacy Laws"): The Regulations to the Federal Law on the Protection of Personal Data held by Private Parties (Reglamento de la Ley Federal de Protección de Datos Personales en Posesión de los Particulares) (the Regulations), which entered into force on December 22, 2011.  The Privacy Notice Guidelines (the Guidelines), which entered into force on April 18, 2013.  The Recommendations on Personal Data Security, on November 30, 2013.  The Parameters for Self-Regulation regarding personal data, which entered into force on May 30, 2014.  The General Law for the Protection of Personal Data in Possession of Obligated Subjects (Ley General de Protección de Datos Personales en Posesión de Sujetos Obligados), which entered into force on January 27, 2017.

II. SOFTWARE, APPLICATION & COMMUNICATIONS

i. ACCESS TO SERVICES

1. Website. The RMDY Assist platform is accessible at https://rmdy.health/.
   
   
2. App. The RMDY Assist mobile application and related Services are accessible through the App Store and Google Play app stores. You must comply with the conditions of use that apply to the online store used to download the App.
   
   
3. Availability. Although RMDY makes every effort to ensure the reliability and availability of access to the Services 24 hours a day, RMDY shall not be liable in any way for any error, bug, or anomaly in the use of the Services, or for any interruption of access for whatever reason or for any period of time. In the event of a scheduled shutdown, in particular in the context of maintenance and/or changes to the Services, RMDY will make every effort to notify you in advance by publishing an alert.
   
   
4. Amendment. RMDY may, at its sole discretion, discontinue, delete, modify, or add Services, either permanently or temporarily. In this case, RMDY will, to the extent possible, endeavor to notify Users in advance. All new, modified, or deleted features are subject to these General Terms and Conditions of Use. The fact that you continue to use the Services after such developments constitutes acceptance of such developments and of the application of these General Terms and Conditions of Use to such developments.
   
   
5. Third-party Services. In addition, you are solely responsible for checking all the technical means that give you access to the Services, for which you will bear sole responsibility. You are responsible for taking all appropriate measures (including regular backups) to protect your equipment and data and to minimize the possible harmful consequences related to a possible interruption of operation or a possible loss of data caused by or as a result of use of the Services.
   
   
6. Minors. The Services are accessible to any adult User who has the legal capacity to subscribe. A minor User, i.e., any person under the age of eighteen (18) or the minimum age applicable in the relevant jurisdiction where that person resides, is not allowed to create an account unless a person with parental authority has consented to this, in accordance with applicable law. If we become aware that we have collected the personal data of a child under the minimum age without parental consent, we will take steps to deactivate the associated account and delete this information as soon as possible in accordance with our Privacy Policy.                                                                                

ii. HOW APPS, SERVICES AND PRODUCTS WORK

1. Prerequisites for use. You must download the RMDY Assist mobile application to your personal device before using it. This device may be your personal smartphone or your computer's web browser (the "Device"). Downloading the Apps and exchanging data between the App and the RMDY servers requires an Internet connection that you must provide. The quality of your Internet connection as well as sufficient speed and performance of your Device's processor are essential conditions for optimal use of the App. Your Device may not be compatible with the App, even though you are able to download it to your Device. Before you use it, you should check to see if your Device and the App are compatible.
   
   
2. Installing Products. You can use your Product as soon as you have switched on your RMDY product and connected it with RMDY Assist. The installation process will guide you until the installation allows normal use of the Product as described in the user guide provided with each Product.
   
   
3. Closing a User Account.
   1. By the user. The User can delete their Account by requesting the closing of their Account at any time, without having to give any reason.
   2. By RMDY. RMDY may deactivate an Account if the User has not logged in for a period of five (5) years.  In addition, in the event of the User committing a serious breach of the provisions of these GTCU (General Terms and Conditions of Use), or in order to comply with any judicial order or legal or regulatory provision, RMDY reserves the right to close the User's Account, without warning or formal notice, without prejudice to the other provisions of these GTCU.  In the event of the User's failure to comply with the provisions of these GTCU, RMDY may suspend their Account for the duration necessary for the verifications to be conducted by RMDY. The User will be informed of this and invited to contact RMDY by email in order to obtain information and make any observations and/or provide proof that the breach has been rectified. In the event of a breach not being rectified within fifteen (15) days of such notification, RMDY may notify the User that their Account is being closed.  The closing of an account takes place without prejudice to any damages that may be claimed by RMDY in compensation for the damages suffered by it due to such breaches.
      
      
4. Consequences of deleting the Account. Regardless of the suspension or deletion of their Account, the User remains liable for their obligations under the other applicable RMDY Terms still in force. Once the Account is deleted, RMDY may delete the data relating to the User, it being specified that with regard to personal data, this is done in accordance with the Privacy Policy.
   
   
5. Creating an account. Creating an account for Products and Services (hereinafter referred to as the " Account") is required before connecting, accessing, and using any App. Usernames are strictly personal and confidential. The User is prohibited from communicating with them in any form to third parties and undertakes to make every effort to maintain their confidentiality. The User is wholly and exclusively responsible for the use of their Credentials, especially in the event of their use by a third party. Under no circumstances can RMDY be held liable in the event of a User's identity being compromised. Any action taken from an Account is deemed to have been taken by the User who holds that Account. In the event of Credentials being lost/forgotten or stolen, including cases in which the User finds that improper use has been made of their Account, they undertake to inform RMDY without delay via the password renewal procedure by clicking on the "Forgot Password?" accessible via the "Login" section.
   
   
6. Connecting to a Product. By connecting RMDY Assist with a Product, you identify yourself as a User of the Product. This connection enables you to:
   •  Link data from the Product to your Account; and
   •  Gain access to your data through the App's graphical interface;
   •  Save your personal data on the RMDY servers.
   •  Optionally, sharing personal data with third-parties. 
   
   
7. The security of your account. If you create an Account, you must follow a set of necessary actions in order to prevent a third party from being able to access your Account. Therefore, if you use a password, it is best that it is strong (including a sufficient number of characters, a mixed base and various alphanumeric characters, etc.). The same applies to your email account password. In addition, please remember to disconnect your session when using media that you are not familiar with. You are solely responsible for accessing your Account and/or any other means available to you for connecting to the Site and/or App. Note that access to your account may allow access to your personal data. We strongly advise that you enable the feature that allows you to add a second authentication step to log in to your Account through the App. Any connection to your Account by a third party to whom you have given your prior consent is your responsibility. We will not be responsible or liable for any communication of personal data to one or more third parties as a result of your implied or explicit consent to such third party/parties.
   
   
8. Identification through the use of Cookies. To facilitate access to the electronic system, we remind you that your identification may be automated through the use of Cookies.
   
   
9. Your use of the App. The Services provided through the Apps and the Products offer an analysis of the information transmitted by the User and collected automatically (in accordance with the User's authorization), with the aim of helping the user to better assess their state of health. Access to features such as participating in Programs, sharing personalized analytics, geolocation or participating in RMDY research projects may require obtaining your express consent by checking a dedicated box and, depending on circumstances, completing a form. To find out more, you can view our Privacy Policy.
   
   
10. Sending data to a third party. Any transmission of this analytical data to a third party, including a healthcare professional, as part of their care pathway, is carried out under the sole responsibility of the User who is also responsible for the security of the transmission (messaging, accuracy of the recipient's details, etc.).
    
    
11. Nature of the data. The data presented to you may be inaccurate due to inappropriate use of the app, a Product, or your device. Therefore, you cannot use this data as the specific basis for a care pathway. The app is not a substitute for a medical consultation.
    
    
12. Usage limitations. Actions forbidden when using RMDY Assist:
    1. Using the App in a way that is contrary to the laws and regulations, or the rights of third parties including intellectual property rights, or rights to privacy, etc.;
       
    2. Acting in a manner that may cause any harm to RMDY, its affiliates, partners or any user of our Connected Health Products and Services;
       
    3. Fraudulently introducing any data to RMDY Assist, the RMDY website, an API;
       
    4. Interfering, hindering, or distorting the proper functioning of RMDY Assist or the Product in any way in order to harm the rights of third parties or RMDY; and,
       
    5. Taking any action and/or using a method that allows the extraction of data, in particular any automatic data reading action (Data scraping), data extraction (Data harvesting), data indexing (Web crawling) from the App or the Product;
       
    6. Testing the vulnerability, performance and functioning of the App or the Product for any reason other than those necessary for its intended use;
       
    7. Breaching a security measure implemented by RMDY in the App or the Product; and,
       
    8. Using any illegitimate means to breach any authentication method used by RMDY to enable a user to connect to the Product;
       
    9. Accessing and maintaining a section of the App or the Product that you do not have specific access to through their normal use.
       
       
13. Updating an App/Product. Apps are regularly updated. If you do not install the updates required to maintain the Service or Product, you may lose functionality. Updating the Application or Product is carried out in accordance with the update policy published by the manufacturer of your Device. Note that the updating of the App may include substantial changes to (1) the App and/or (2) the features available on the App. We cannot guarantee the continuity and availability of all the features available through the App. In addition, the functionality and availability of the App may also depend on your place of download or connection to the App.
    
    
14. Third-party features. We may incorporate features or functions developed and provided for the App by third parties in order to provide you with additional features and functions. The use of these third-party Features is carried out through a contractual commitment separate from these Conditions of Use for the Apps. In its capacity as a third party to this agreement, RMDY will not be held liable for the direct or indirect use of these third-party Features.
    
    
15. External Sources. The Site may contain hypertext links redirecting the User to third-party websites that are not published by RMDY. It has no control over these sites and cannot be held liable in any way for the content published on third-party sites or for any damage or loss resulting from browsing on these sites.                                                                                                                                                                              

iii. SERVICE WARRANTIES

1. Scope of application. These provisions apply to the Apps. In addition to the mandatory legal warranties described in the General Terms and Conditions of Sale, which can be accessed here, the Services are provided on an "as is", "as such" and "as available" basis.
   
   
2. Limitation of Liability. RMDY cannot be held responsible (i) for the unavailability of the RMDY Assist application, a connection problem, any failure, breakdown, interruption of operation, temporary cessation of provision of the App, preventing access to the Products and Services or one of their features, and the consequences this may have for the user, (ii) for any modification that RMDY may make to the Apps, Products or Services, (iii) for the use of the Services and the analyses obtained by the User (iv) for any claims, losses or damages caused by any error or omission in the data and information provided by the user, (v) for the possible harmful consequences for the user or for third parties from the use, analysis, interpretation or processing of purely indicative analyses by the user or a third party. RMDY shall not be liable for any direct or indirect damages, whether foreseeable or not, caused by, having their origin in, or based on, the use or inability to use the Services and in particular any moral, physical or material damages, including any loss of materials, profits, savings, turnover, customers, loss of opportunity, business opportunity, costs for replacing services or technologies or the loss of data suffered by the user, damage to reputation, damage to physical integrity and any action brought against the user. Accordingly, RMDY shall not be liable to pay compensation for these damages.                                                                                                                    

iv. INTELLECTUAL PROPERTY

The Apps, Products and Services consist of elements such as texts, interfaces, photographs, graphics, images, means of browsing, trademarks, service marks, logos, designs, music, works of art, computer codes, software, fonts, and any other elements contained in the Product or Service (hereinafter the "Components"). The Components and all rights, including but not limited to title and intellectual property rights, are the property of RMDY and/or its licensors and Affiliates and are protected by the provisions of international treaties and any other applicable national law of the country in which they are used. The structure, organization and codes are trade secrets and confidential information belonging to RMDY and/or its licensors and Affiliates.                                    

v. USER LICENCE

1. Compliance with the General Conditions of Use. Subject to your full compliance with the General Terms and Conditions of Use, we grant you a personal, non-exclusive, non-assignable, non-transferable, and non-sublicensable license, which RMDY may revoke at any time at its sole discretion, for accessing and using the Application, the Product, or the Services. Your use of the App, Product or Services does not grant you any intellectual property rights in the App, Product or Services.
   
   
2. Restrictions. You may not distribute, transfer the right to use, modify, translate, reproduce, resell, sublicense, market, lease, reverse engineer, decompile, extract, or attempt to discover the source code of any software contained in the App, Product or Services. No right or license, express or implied, is granted to you in connection with any part of the App, except as expressly set out in these terms. No license is granted for combining the App, Product, or Service with other software or hardware not provided by RMDY.
   
   
3. Exclusions. Any license relating to an RMDY trademark, copyright or patent is specifically excluded from the General Terms of Use governing RMDY Services.                                                                                                              

vi. USE IN THE CONTEXT OF RMDY ASSIST SERVICES
Specific provisions apply if you use the RMDY Assist application and certain features or services:                                                                                  

1. Acknowledgment. By accessing or using RMDY Assist, you acknowledge that you have read and agreed to these General Terms and Conditions of Use. If you do not agree to these General Terms and Conditions of Use, you must immediately stop using RMDY Assist.
   1. Privacy Policy. Our Privacy Policy is included in the General Terms and Conditions of Use for Users. By accessing or using our Services, you acknowledge that you have read and agreed to the applicable Privacy Policy.
      
      
2. Access to the RMDY Assist application for Users. In order to access the RMDY Assist mobile application, you must download the application, and agree to these General Terms and Conditions of Use.
   
   
3. Services not provided.
   1. We do not give medical advice. By accepting these General Terms and Conditions of Use, you agree and acknowledge that RMDY' role is limited to providing RMDY Assist. You further agree that:
      i.     RMDY does not under any circumstances provide you with a diagnosis or medical treatment,
      ii.    The Services are in no way intended to replace the independent clinical judgment of a qualified healthcare professional,
      iii.   The Services are not intended to replace your relationship with your healthcare professional or to treat serious, urgent,
             or life-threatening medical conditions and should not be used in these circumstances.
      iv.    The general information available through the Services on medical conditions, symptomatology, available medications, treatment options and other educational articles and videos is provided for general educational purposes only. Never neglect, avoid or delay obtaining medical advice from a doctor or other qualified healthcare professional because of anything contained in the Services. If you have or think you have an urgent medical problem, please contact a qualified healthcare professional immediately.
      v.     You agree and acknowledge that your use of the RMDY Assist app is limited to viewing your health data.
      
      
   2. We are not an insurance billing company. We are not billing experts and do not provide any insurance or mutual billing services.                                                           
      
      
4. Prerequisites for use. You must download the App to your personal device before using it. This device may be your personal smartphone or your computer's web browser (the "Device"). Downloading the Apps and exchanging data between the App and the RMDY servers requires an Internet connection that you must provide. The quality of your Internet connection as well as sufficient speed and performance of your Device's processor are essential conditions for optimal use of the App. Your Device may not be compatible with the App, even though you are able to download it to your Device. Before you use it, you should check to see if your Device and the App are compatible.
   
   
5. Installing Products. You can use your Product as soon as you have switched on your RMDY connected health product. The installation process will guide you until the installation allows normal use of the Product as described in the user guide provided with each Product.
   
   
6. Closing a User Account.
   1. By the user. The User can delete their Account by requesting the closing of their Account at any time, without having to give any reason.
   2. By RMDY. RMDY may deactivate an Account if the User has not logged in for a period of five (5) years.  In addition, in the event of the User committing a serious breach of the provisions of these GTCU (General Terms and Conditions of Use), or in order to comply with any judicial order or legal or regulatory provision, RMDY reserves the right to close the User's Account, without warning or formal notice, without prejudice to the other provisions of these GTCU.  In the event of the User's failure to comply with the provisions of these GTCU, RMDY may suspend their Account for the duration necessary for the verifications to be conducted by RMDY. The User will be informed of this and invited to contact RMDY by email in order to obtain information and make any observations and/or provide proof that the breach has been rectified. In the event of a breach not being rectified within fifteen (15) days of such notification, RMDY may notify the User that their Account is being closed.  The closing of an account takes place without prejudice to any damages that may be claimed by RMDY in compensation for the damages suffered by it due to such breaches.
      
      
7. Consequences of deleting the Account. Regardless of the suspension or deletion of their Account, the User remains liable for their obligations under the other applicable RMDY Terms still in force. Once the Account is deleted, RMDY deletes the data relating to the User, it being specified that with regard to personal data, this is done in accordance with the Privacy Policy.
   
   
8. Creating an account. Creating an account for Products and Services (hereinafter referred to as the " Account") is required before connecting, accessing, and using any App. Usernames are strictly personal and confidential. The User is prohibited from communicating with them in any form to third parties and undertakes to make every effort to maintain their confidentiality. The User is wholly and exclusively responsible for the use of their Credentials, especially in the event of their use by a third party. Under no circumstances can RMDY be held liable in the event of a User's identity being compromised. Any action taken from an Account is deemed to have been taken by the User who holds that Account. In the event of Credentials being lost/forgotten or stolen, including cases in which the User finds that improper use has been made of their Account, they undertake to
   inform RMDY without delay via the password renewal procedure by clicking on the "Forgot Password?" accessible via the "Login" section.
   
   
9. Connecting to a Product. By connecting an App with a Product, you identify yourself as a User of the Product. This connection enables you to:
   1. Link data from the Product to your Account; and
   2. Gain access to your data through the App's graphical interface;
   3. Save your personal data on the RMDY servers.
      
      
10. The security of your account. If you create an Account, you must follow a set of necessary actions in order to prevent a third party from being able to access your Account. Therefore, if you use a password, it is best that it is strong (including a sufficient number of characters, a mixed base and various alphanumeric characters, etc.). The same applies to your email account password. In addition, please remember to disconnect your session when using media that you are not familiar with. You are solely responsible for accessing your Account and/or any other means available to you for connecting to the Site and/or App. Note that access to your account may allow access to your personal data. We strongly advise that you enable the feature that allows you to add a second authentication step to log in to your Account through the App. Any connection to your Account by a third party to whom you have given your prior consent is your responsibility. We will not be responsible or liable for any communication of personal data to one or more third parties as a result of your implied or explicit consent to such third party/parties.
    
    
11. Identification through the use of Cookies. To facilitate access to the electronic system, we remind you that your identification may be automated through the use of Cookies.
    
    
12. Your use of the App. The Services provided through the Apps and the Products offer an analysis of the information transmitted by the User and collected automatically (in accordance with the User's authorization), with the aim of helping the user to better assess their state of health. Access to features such as participating in Programs, sharing personalized analytics, geolocation or participating in RMDY research projects may require obtaining your express consent by checking a dedicated box and, depending on circumstances, completing a form. To find out more, you can view our Privacy Policy .
    
    
13. Sending data to a third party. Any transmission of this analytical data to a third party, including a healthcare professional, as part of their care pathway, is carried out under the sole responsibility of the User who is also responsible for the security of the transmission (messaging, accuracy of the recipient's details, etc.).
    
    
14. Nature of the data. The data presented to you may be inaccurate due to inappropriate use of the app, a Product, or your device. Therefore, you cannot use this data as the specific basis for a care pathway. The app is not a substitute for a medical consultation.
    
    
15. Usage limitations. When using an App:
    1. Using the App in a way that is contrary to the laws and regulations, or the rights of third parties including intellectual property rights, or rights to privacy, etc.;
    2. Acting in a manner that may cause any harm to RMDY, its affiliates, partners or any user of our Products and Services;
    3. Fraudulently introducing any data to an App, the Site, an API,
    4. Interfering, hindering, or distorting the proper functioning of the App or the Product in any way in order to harm the rights of third parties or RMDY; and,
    5. Taking any action and/or using a method that allows the extraction of data, in particular any automatic data reading action (Data scraping), data extraction (Data harvesting), data indexing (Web crawling) from the App or the Product;
    6. Testing the vulnerability, performance and functioning of the App or the Product for any reason other than those necessary for its intended use;
    7. Breaching a security measure implemented by RMDY in the App or the Product; and,
    8. Using any illegitimate means to breach any authentication method used by RMDY to enable a user to connect to the Product;
    9. Accessing and maintaining a section of the App or the Product that you do not have specific access to through their normal use.
       
       
16. Updating an App/Product. Apps are regularly updated. If you do not install the updates required to maintain the Service or Product, you may lose functionality. Updating the Application or Product is carried out in accordance with the update policy published by the manufacturer of your Device. Note that the updating of the App may include substantial changes to (1) the App and/or (2) the features available on the App. We cannot guarantee the continuity and availability of all the features available through the App. In addition, the functionality and availability of the App may also depend on your place of download or connection to the App.
    
    
17. Third-party features. We may incorporate features or functions developed and provided for the App by third parties in order to provide you with additional features and functions. The use of these third-party Features is carried out through a contractual commitment separate from these Conditions of Use for the Apps. In its capacity as a third party to this agreement, RMDY will not be held liable for the direct or indirect use of these third-party Features.
    
    
18. External Sources. The Site may contain hypertext links redirecting the User to third-party websites that are not published by RMDY. It has no control over these sites and cannot be held liable in any way for the content published on third-party sites or for any damage or loss resulting from browsing on these sites.         

[1] Inter-American Convention on International Commercial Arbitration (Panama Convention) and free trade agreements (FTAs) – Mexico has entered into several FTAs that contain provisions regarding the recognition and enforcement of arbitral awards.
[2] The Executive Branch has also issued the following (collectively, with the Law, referred to herein as "Mexican Privacy Laws"): The Regulations to the Federal Law on the Protection of Personal Data held by Private Parties (Reglamento de la Ley Federal de Protección de Datos Personales en Posesión de los Particulares) (the Regulations), which entered into force on December 22, 2011.  The Privacy Notice Guidelines (the Guidelines), which entered into force on April 18, 2013.  The Recommendations on Personal Data Security, on November 30, 2013.  The Parameters for Self-Regulation regarding personal data, which entered into force on May 30, 2014.  The General Law for the Protection of Personal Data in Possession of Obligated Subjects (Ley General de Protección de Datos Personales en Posesión de Sujetos Obligados), which entered into force on January 27, 2017.