WEBSITE AND PLATFORM TERMS AND CONDITIONS OF SERVICE / USER AGREEMENT

DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL999 IMMEDIATELY.

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER AND NOTIFY THE RELEVANT AUTHORITIES. THE PLATFORM IS NOT DESIGNED FORUSE IN ANY OF THE AFOREMENTIONED CASES AND THE COUNSELORS CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.

THE SITE DISPLAYS THE SUICIDE HOTLINE IN SEVERAL PROMINENT LOCATIONS WHICH WE IMPLORE ALL USERS OF THIS SITE TO USE WHEN FACED WITH AN IMMEDIATE OR EMERGENT CRISIS.

This Terms andConditions Agreement (“Agreement”)is a legal document that explains your rights and obligations as a user of Soulgood which is operated by Breez Health Limited (the “Company”),its holding companies and subsidiaries (the “Group”).

Soulgood is a Platform operated by the Company and the Group. By accessing or using any website with an authorised link to the Website, registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website and/or the App (collectively, the “Services”),clicking on a button or taking another action to signify your acceptance of this Agreement, you:

(1) agree to be bound by this Agreement and any future amendments and additions to thisAgreement as published through the Services;

(2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and

(3) have thelegal ability to consent to Therapy. You agree to provide contact information(your personal contact or close family member/relation) in case of a mentalhealth crisis or any emergency.

(4) acknowledgethat your ability to access and use the Service is conditioned upon thetruthfulness of the information you provide regarding your age, contactinformation and emergency contact information.

Except as otherwiseprovided herein, if you do not agree to be bound by this Agreement, you may notaccess or use the Services.

1. REGISTRATIONAS A USER; APPLICATION OF TERMS TO YOU;YOUR ACCOUNT

You become auser of Services (“User“)by completing the registration of an account for Services (“Account”).This Agreement takes effect as soon as you indicate your acceptance of theseterms. You may not become a User if you are under the age of 18. Services arenot intended for persons under 18 and the Company will not knowinglycollect personal information from persons under the age of18.

Whenregistering an Account, you agree to provide only true, accurate, current, andcomplete information requested by the registration form (the “RegistrationData“) and to promptly update the Registration Data thereafter asnecessary. The Registration Data may include personally identifiableinformation such as, your email address, name, phone number, postal address,personal data relating directly or indirectly to you, practicable for theidentity of you and other information. Your submission of Registration Datathrough the Services is governed by Company’s Privacy Policy (the “Privacy Policy”),which we strongly advise and require you to read before using the Services.

You representthat you are not barred from using the Services under any applicable law andthat you will be responsible for all activities that occur under your Account.You agree to monitor your Account to restrict its use by minors and other unauthorizedusers and agree not to share your Account or password with anyone. You furtheragree to notify the Company immediately of any unauthorized use of yourpassword or any other breach of the security of your Account and to exit fromyour Account at the end of each session. You agree not to create an Accountusing a false identity or alias or if you previously have been banned fromusing any of the Services. You further agree that you will not maintain morethan one Account for the same Company service at any given time. The Companyreserves the right to remove or reclaim any usernames at any time and for anyreason. You acknowledge and agree that you have no ownership or other propertyinterest in your Account and that all rights in and to your Account are ownedby and inure to the benefit of the Company.

A.Subscriptions; Content and Services

The companyconnects you with Therapists (“Therapist”) to provide counselling, therapy, orcoaching services on the platform. The Therapists all hold relevantqualifications for counselling or coaching. You acknowledge that the Therapistsare neither employees nor agents nor representatives of the company. AllTherapists are independent of the Company. Any information or advice receivedfrom the Therapists comes from them alone, and not from the Company. You agreeto release the Company and to hold the Company harmless from all causes ofaction and claims of any nature resulting from the Therapy Services provided bythe Therapist.

The platform isnot intended for emergency use. If you are currently considering suicide,self-harm, harming others, or if you are in medical emergency, pleaseimmediately contact emergency services for help. The Company, Group, Platformand Therapists have the right to refuse to provide services to you and referyou to emergency services in this case. The Platform is not intended for any informationregarding which drugs or medical treatment may be appropriate for you, and youshould disregard any such advice if it is delivered through the Platform.

As a User, you mayobtain access to certain services, software, and content available to Users.The Services and any other software, content, and updates you download oraccess via Services, including but not limited to the Company or third-partycontent, and any virtual items you trade, sell or purchase in Services arereferred to in this Agreement as “Content andServices”; the rights to access and/or use any Contents and Servicesaccessible through Services are referred to in this Agreement as “Subscriptions”.

Each Subscriptionallows you to access particular Content and Services. Some Subscriptions mayimpose additional terms specific to that Subscription (“SubscriptionTerms”). The Subscription Terms and the Company Privacy Policy arebinding on you once you indicate your acceptance of them or of this Agreement.

B. Your Account

Your Accountmay also include billing information you provide to the Company for thepurchase of Subscriptions, Content and Services and any physical merchandiseoffered for purchase through Services (“Product”).You may not reveal, share or otherwise allow others to use your password orAccount except as otherwise specifically authorised by the Company. You areresponsible for the confidentiality of your login and password and for thesecurity of your computer system. The Company is not responsible for the use ofyour password and Account or for all of the communication and activity onServices that results from use of your login name and password by you, by anyperson to whom you may have intentionally or by negligence disclosed your loginand/or password in violation of this confidentiality provision. Unless itresults from the Company’s negligence or fault, the Company is not responsiblefor the use of your Account by a person who fraudulently used your login andpassword without your permission. If you believe that the confidentiality ofyour login and/or password may have been compromised, you must notify theCompany via email enquiry@soulgood.io without any delay.

Your Account, includingany information pertaining to it (e.g.: contact information, billinginformation, Account history and Subscriptions, etc.), is strictly personal.You may therefore not sell or charge others for the right to use your Account,or otherwise transfer your Account, nor may you sell, charge others for theright to use, or transfer any Subscriptions other than if and as expresslypermitted by this Agreement (including any Subscription Terms) or as otherwisespecifically permitted by the Company.

C. PaymentProcessing

Payment processingrelated to Content and Services and/or physical goods purchased on Services isperformed by either the Company directly or by the Company’s affiliates onbehalf of the Company depending on the type of payment method used.

D. Therapist

The Companydoes not directly employ the Therapists matched through the Service. Soulgoodcreated a modern network of Therapists. Your relationship with the Therapist isstrictly with the Therapist. The Company is not involved in theTherapist-client relationship and does not interfere, validate or control theTherapist’s treatment unless advocating on behalf of You when following up on aparticular complaint. You are always advised to exercise a high level of careand caution in the use of the Platform as you would making any mental health ormedical decision. You should never disregard, avoid, or delay obtaining medicaladvice from your primary doctor or other qualified healthcare Providers; solelybecause of information you saw on the site or advice you received through thePlatform, Group or Therapist.

E. Contents

The guidanceand advice you receive directly from your Therapist, the other educational,graphics, research sources and other incidental information on the Site, andthe Content, should not be considered medical advice. You should always talk toan appropriately qualified health care professional for diagnosis andtreatment, including information regarding which medications or treatment maybe appropriate for you. None of the Content represents or warrants that anyparticular medication or treatment is safe, appropriate, or effective for you.The Group does not endorse any specific tests, medications, products orprocedures.

2.LICENSES

A. GeneralContent and Services License

The Company herebygrants, and you accept, a non-exclusive license and right, to use the Contentand Services for your personal, non-commercial use (except where commercial useis expressly allowed herein or in the applicable Subscription Terms). This licenseends upon termination of (a) this Agreement or (b) a Subscription that includesthe license. The Content and Services are licensed, not sold. Your licenseconfers no title or ownership in the Content and Services. To make use of theContent and Services, you must have a Services Account and you may be requiredto be running the Services client and maintaining a connection to the Internet.

For reasons thatinclude, without limitation, system security and stability, Services may needto automatically update, pre-load, create new versions of or otherwise enhancethe Content and Services and accordingly, the system requirements to use theContent and Services may change over time. You consent to such automaticupdating. You understand that this Agreement (including applicable SubscriptionTerms) does not entitle you to future updates, new versions or otherenhancements of the Content and Services associated with a particularSubscription, although the Company may choose to provide such updates, etc. inits sole discretion.

B. Ownership ofContent and Services

All title, ownershiprights and intellectual property rights in and to the Content and Services and allcopies thereof, are owned by the Group and/or its or its affiliates’ licensors.All rights are reserved, except as expressly stated herein. The Content andServices are protected by copyright laws, international copyright treaties andconventions and other laws. The Content and Services contains certain licensedmaterials and the Group’s and its affiliates’ licensors may protect theirrights in the event of any violation of this Agreement.

C. Restrictionson Use of Content and Services

You may not usethe Content and Services for any purpose other than the permitted access toServices and your Subscriptions, and to make personal, non-commercial use ofyour Subscriptions, except as otherwise permitted by this Agreement orapplicable Subscription Terms. Except as otherwise permitted under thisAgreement (including any Subscription Terms or Rules of Use), or underapplicable law notwithstanding these restrictions, you may not, in whole or in part,copy, photocopy, reproduce, publish, distribute, translate, reverse engineer,derive source code from, modify, disassemble, decompile, create derivativeworks based on, or remove any proprietary notices or labels from the Contentand Services or any software accessed via Services without the prior consent,in writing, of the Company.

You areentitled to use the Content and Services for your own personal use, but you arenot entitled to: (i) sell, grant a security interest in or transferreproductions of the Content and Services to other parties in any way, nor torent, lease or license the Content and Services to others without the priorwritten consent of the Company, except to the extent expressly permittedelsewhere in this Agreement(including any Subscription Terms or Rules of Use);(ii) host or provide services for the Content and Services or emulate orredirect the communication protocols used by the Company in any network featureof the Content and Services, through protocol emulation, tunnelling, modifyingor adding components to the Content and Services, use of a utility program orany other techniques now known or hereafter developed, for any purposeincluding, but not limited to network over the Internet, network utilizingcommercial or non-commercial networks or as part of content aggregationnetworks, websites or services, without the prior written consent of theCompany; or (iii) exploit the Content and Services or any of its parts for anycommercial purpose, except as expressly permitted elsewhere in this Agreement(including any Subscription Terms).

3. BILLING,PAYMENT AND OTHER SUBSCRIPTIONS

You agree topay all fees or charges to your Account in accordance with the fees, charges andbilling terms in effect at the time a fee or charge is due and payable. Youalso agree to pay all applicable taxes. You must provide the Company with validpayment information in connection with your orders. By providing the Companywith your payment information, you agree that (i) the Company is authorised toimmediately invoice your Account for all fees and charges due and payable tothe Company hereunder, (ii) the Company is authorized to share any paymentinformation and instructions required to complete the payment transactions withits third-party payment service providers (e.g., credit card transactionprocessing, merchant settlement, and related services), and (iii) no additionalnotice or consent is required for the foregoing authorisations. You agree toimmediately notify the Company of any change in your payment information. TheCompany reserves the right at any time to change its prices and billingmethods. If payment cannot be charged to your payment card or your payment isreturned for any reason, the Company reserves the right to either suspend orterminate your access to the paid-for services.

A. PaymentAuthorization

When you providepayment information to the Company or to one of its payment processors, yourepresent to the Company that you are the authorized user of the card, PIN, keyor account associated with that payment, and you authorize the Company tocharge your credit card or to process your payment with the chosen third-partypayment processor for any Subscription, Product or other fees incurred by you.The Company may require you to provide your address or other information inorder to meet their obligations under applicable tax law.

For Subscriptionssubject to automatic renewal after an agreed usage period, where recurringpayments are made in exchange for continued use (“RecurringPayment Subscriptions”),by continuing to use the Recurring PaymentSubscription you agree and reaffirm that the Company is authorised to chargeyour credit card, or to process your payment with any other applicablethird-party payment processor, for any applicable recurring payment amounts. Ifyou have purchased any Recurring Payment Subscriptions, you agree to notify theCompany promptly of any changes to your credit card account number, itsexpiration date and/or your billing address, or your PayPal or Alipay or otherpayment account number, and you agree to notify the Company promptly if yourcredit card or PayPal or Alipay or payment account expires or is cancelled forany reason.

If your use of Servicesis subject to any type of use or sales tax or VAT, then the Company may alsocharge you for those taxes, in addition to the Subscription or other feespublished in the Rules of Use.

You agree thatyou will not use IP proxying or other methods to disguise the place of your residence,whether to circumvent geographical restrictions on content, to purchase atpricing not applicable to your geography, or for any other purpose. If you dothis, the Company may terminate your access to your Account.

B.Responsibility for Charges Associated With Your Account

As the Account holder,you are responsible for all charges incurred, including applicable taxes, andall purchases made by you or anyone that uses your Account. If you cancel yourAccount, the Company reserves the right to collect fees, surcharges or costsincurred before cancellation. Any delinquent or unpaid Accounts must be settledbefore the Company will allow you to register again.

C. FreeSubscriptions

In some cases, theCompany may offer a free Subscription to certain services, software and content.As with all Subscriptions, you are always responsible for any Internet service,telephone, and other connection fees that you may incur when using Services,even when the Company offers a free Subscription.

D. Third PartySites

Services may providelinks to other third party sites. Some of these sites may charge separate fees,which are not included in and are in addition to any Subscription or other feesthat you may pay to the Company. Services may also provide access to third-partyvendors, who provide content, goods and/or services on Services or the Internet.Any separate charges or obligations you incur in your dealings with these thirdparties are your responsibility. The Company makes no representations orwarranties, either express or implied, regarding any third party site. Inparticular, the Company makes no representation or warranty that any service orsubscription offered via third-party vendors will not change or be suspended orterminated.

4. ONLINECONDUCT AND ILLEGAL BEHAVIOR

Your onlineconduct and interaction with other Users should be guided by common sense and basicetiquette. The Company may terminate your Account or a particular Subscriptionfor any conduct or activity that we deem as illegal, improper, or otherwise negativelyaffects the enjoyment of Services by other Users. You acknowledge that theCompany is not required to provide you notice before terminating yourSubscription(s) and/or Account. If your condition is deemed not suitable foronline therapy by our network Therapist or the Platform, we may refuse toprovide further services to you.

5. THIRD PARTYCONTENT

In regard to allSubscriptions, Contents and Services that are not authored by the Company, theCompany does not screen such third party content available on Services orthrough other sources. the Company assumes no responsibility or liability forsuch third party content. Some third party application software is capable ofbeing used by businesses for business purposes – however, you may only acquiresuch software via Services for private personal use.

6. USERGENERATED CONTENT

A. GeneralProvisions

Services provideinterfaces and tools for you to submit Content, including sharing, requests orcomments to generate content and make it available to other users and/orto the Company at your sole discretion. “User Content“means any content you make available through the Services, or otherwiseprovided to the Company or other users, whether online or offline and whetheror not solicited by the Company, or to the Company or its affiliates throughyour use of the Content and Services or otherwise.

For clarity,you retain all of your ownership rights in your User Content. However, bysubmitting User Content to the Company, you hereby grant the Company a worldwide,on-exclusive, royalty-free, sub-licensable and transferable license to use,amend, reproduce, distribute, prepare derivative works of, display, publish,adapt, make available online or electronically transmit, and perform the UserContent in connection with the Service and the Company’s (and its successors‘and affiliates’) business, including without limitation for promoting andredistributing part or all of the Service (and derivative works thereof) in anymedia formats and through any media channels. You also hereby grant eachMember/ user of the Service a non-exclusive license to access your User Contentthrough the Service, and to use, reproduce, distribute, display, publish, makeavailable online or electronically transmit, and perform such User Content aspermitted through the functionality of the Service and under these Terms andConditions. The above licenses granted by you in User Content you submit to theService cannot be terminated or deleted (save for any personal informationsubmitted, which will be subject to local privacy law). You understand andagree, however, that the Company may continue to distribute, or perform, servercopies of your User Content relating to templates and documents. The abovelicenses granted by you in user comments you submit are perpetual andirrevocable.

If you provide theCompany with any feedback or suggestions about Services, the Content andServices, or any of the Company products or services, the Company is free touse the feedback or suggestions however it chooses, without any obligation toaccount to you.

The Company hasno obligation to pre-screen any content. You use all User Content and interactwith other users at your own risk. Without limiting the foregoing, The Companyreserves the right in its sole discretion to pre-screen, refuse, or remove anycontent. The Company shall have the right to remove any content that violatesthis Agreement or is otherwise objectionable.

B.Representations and Warranties

You represent andwarrant to us that you have sufficient rights in all User Content to grant theCompany and other affected parties the licenses described under A above. Thisincludes, without limitation, any kind of intellectual property rights or otherproprietary or personal rights affected by or included in the User Content.

You furthermorerepresent and warrant that the User Content, your submission of that Content,and your granting of rights in that Content does not violate any applicablecontract, law or regulation.

C. Feedbacks,Ratings and Reviews

Feedbacks,ratings and reviews posted by users on our Services are User Content that isnot endorsed by the Company and does not represent the views of the Company.The Company does not assume liability for ratings and reviews or for any claimsfor economic loss resulting from such feedbacks, ratings and reviews. Becausewe expect users to maintain a high level of integrity with respect to feedback,rating sand reviews posted through the Services, you agree: (i) to base anyrating or review you post only on your first-hand experience with the applicablebusiness, product, or service; (ii) you will not provide feedback, rating orreview for any business, product, or service with respect to which you have acompetitive, ownership or other economic interest, employment relationship orother affiliation; (iii) you will not submit feedback, rating or review inexchange for payment or other benefits from any individual or entity; (iv) yourreview will comply with the terms of this Agreement; (v) to represent and warrantthat you have all rights necessary to submit the feedback, rating and reviews;and (vi) to grant to the Company the right to use any feedback, ratings andreviews in any way at any time without any additional approval or compensation…If we determine, at our sole discretion, that any rating or review coulddiminish the integrity of the feedback, ratings and reviews, we may excludesuch User Content without notice.

7. OWNERSHIP OFAND LICENSE TO USE THE SERVICES
A. Use of the Services

The Company andits suppliers own all rights, title and interest in the Services. The Services areprotected by copyright and other intellectual property laws throughout theworld. Subject to this Agreement, the Company grants you a limited license touse the Services solely for your personal non-commercial purposes. Any futurerelease, update or other addition to the Services shall be subject to thisAgreement. The Company, its suppliers and service Therapists reserve all rightsnot granted in this Agreement.
B. Intellectual Property

The Company’s stylisedname and other related graphics, logos, service marks and trade names used onor in connection with the Services are the property of the Company and may notbe used without permission in connection with any third-party products orservices. Other trademarks, service marks and trade names that may appear on orin the Services are the property of their respective owners. You will notremove, alter or obscure any copyright notice, trademark, service mark or otherproprietary rights notices incorporated in or accompanying the Services.
C. Restrictions on Use of Services

The rightsgranted to you in this Agreement are subject to the following restrictions: (a)you shall not license, sell, rent, lease, transfer, assign, reproduce,distribute, host or otherwise commercially exploit the Services or any portionof the Services;(b) you shall not frame or use framing techniques to encloseany trademark, logo or Services (including images, text, page layout or form)of the Company;(c) you shall not use any metatags or other “hiddentext” using the Company’s name or trademarks; (d) you shall not modify,translate, adapt, merge, make derivative works of, disassemble, decompile,reverse compile or reverse engineer any part of the Services except to theextent the foregoing restrictions are expressly prohibited by applicable law;(e) you shall not use any manual or automated software, devices or otherprocesses (including but not limited to spiders, robots, scrapers, crawlers,avatars, data mining tools or the like) to “scrape” or download datafrom the Services (except that we grant the operators of public search enginesrevocable permission to use spiders to copy materials from the Website for thesole purpose of and solely to the extent necessary for creating publiclyavailable searchable indices of the materials, but not caches or archives ofsuch materials); (f) you shall not access the Services to build a similar orcompetitive website, application or service; (g) except as expressly statedherein, no part of the Services may be copied, reproduced, distributed,republished, downloaded, displayed, posted or transmitted in any form or by anymeans; (h) you shall not remove or destroy any copyright notices or otherproprietary markings contained on or in the Services; (i) you shall notinterfere with or attempt to interfere with the proper functioning of theServices or use the Services in any way not expressly permitted by thisAgreement; and (j) you shall not attempt to harm our Services, including butnot limited to, by violating or attempting to violate any related securityfeatures, introducing viruses, worms, or similar harmful code into theServices, or interfering or attempting to interfere with use of the Services byany other user, host or network, including by means of overloading,”flooding,” “spamming,” “mailbombing”, or”crashing” the Services. Any unauthorised use of the Servicesterminates the licenses granted by the Company pursuant to this Agreement.
D. Third-Party Links

The Services maycontain links to third-party services such as third party websites,applications, or ads (“Third-PartyLinks”). When you click on such a link, we will not warn you thatyou have left the Services. The Company does not control and is not responsiblefor Third-Party Links. The Company provides these Third-Party Links only as aconvenience and does not review, approve, monitor, endorse, warrant, or makeany representations with respect to them, or any content, products or servicesaccessible through such links. Your use of all Third-Party Links is at your ownrisk.

8. DISCLAIMERSAND LIABILITY PROVISIONS

PLEASE NOTETHAT THISSECTION DOES NOT EXCLUDE ANY GUARANTEE, RIGHT OR REMEDY THAT CANNOT BESOEXCLUDED, RESTRICTED OR MODIFIED UNDER LOCAL CONSUMER PROTECTION LAW.

Prior toacquiring a Subscription, you should consult the product information madeavailable on Services, including Subscription description, minimum technical requirements,and user reviews.

A. DISCLAIMERS

YOUEXPRESSLYUNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW,YOUR USE OF THE SERVICES AND ANY PRODUCTS OFFERED THROUGH THESERVICES IS ATYOUR SOLE RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ONAN “ASIS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THEFULLESTEXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES EXPRESSLYDISCLAIM ALLWARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHEREXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES ORCONDITIONS OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ANDNON-INFRINGEMENTARISING FROM USE OF THE SERVICES AND PRODUCTS. THE COMPANYPARTIES MAKE NOWARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES ORANY PRODUCTSWILL MEET YOUR REQUIREMENTS OR (2) YOUR USE OF THE SERVICES WILLBEUNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

TO THE MAXIMUMEXTENTPERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE FORANYLOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, PUNITIVE,EXEMPLARY,SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OFDATA, PRODUCTION,OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTEGOODS OR SERVICES,WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.

THE COMPANYPARTIESASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY ORFAILURETO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.WITHOUTLIMITING THE FOREGOING, THE COMPANY WILL NOT BE LIABLE FOR DAMAGES OFANY KINDRESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE OR FROM ANYPRODUCTSOR TRANSACTIONS OR TRANSFERS RELATING TO PRODUCTS, OR FROM ANY THIRDPARTYMATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED INCONNECTIONTHEREWITH, AND INCLUDING FROM ANY DISPUTE WITH ANY OTHER USER OF THESERVICE.

B. LIMITATIONOF LIABILITY

TO THE MAXIMUMEXTENTPERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY, ITS LICENSORS, NORTHEIRAFFILIATES, NOR ANY OF THE COMPANY’S SERVICE PROVIDERS, SHALL BE LIABLE INANY WAY FOR LOSS OR DAMAGE OF ANYKIND RESULTING FROM THE USE OR INABILITY TOUSE THE SERVICES, YOUR ACCOUNT,YOUR SUBSCRIPTIONS AND THE CONTENT AND SERVICESINCLUDING, BUT NOT LIMITED TO,LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILUREOR MALFUNCTION, OR ANY ANDALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENTWILL THE COMPANY BE LIABLEFOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,PUNITIVE OR EXEMPLARYDAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAYCONNECTED WITH THESERVICES, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, ANDANY INFORMATIONAVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TOUSE THE CONTENTAND SERVICES, SUBSCRIPTIONS OR ANY INFORMATION, EVEN IN THEEVENT OF THECOMPANY’S OR ITS AFFILIATES’ FAULT, TORT (INCLUDING NEGLIGENCE),STRICTLIABILITY, OR BREACH OF THE COMPANY’S WARRANTY AND EVEN IF IT HAS BEENADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND LIABILITYEXCLUSIONSAPPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.

YOU AGREE TORELEASE US AND TO HOLD USHARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMSOF ANY NATURE RESULTINGFROM THE THERAPY SERVICES OR THE PLATFORM INCLUDING(WITHOUT LIMITATIONS) ANYACTS, OMISSION, OPINION, RESPONSE, ADVICE,SUGGESTIONS, INFORMATION AND SERVICEOF ANY THERAPISTS AND/OR ANY OTHER CONTENTOR INFORMATION ACCESSIBLE THROUGHTHE PLATFORM.

YOUR SOLE ANDEXCLUSIVEREMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY THIRD PARTYMATERIALS IS TOSTOP USING THE SERVICES.

C. NOGUARANTEES

TO THE MAXIMUMEXTENTPERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS AFFILIATESGUARANTEECONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TOTHESERVICES, THE CONTENT AND SERVICES, YOUR ACCOUNT AND/OR YOURSUBSCRIPTIONS(S)OR ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH.

S.INDEMNIFICATION

YOU AGREE TOINDEMNIFYAND HOLD THE COMPANY, ITS CORPORATE PARENTS, SUBSIDIARIES, ANDAFFILIATES, ANDTHE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES,PARTNERS ANDLICENSORS OF EACH (COLLECTIVELY, THE “COMPANY PARTIES”)HARMLESS FROMANY DAMAGES, LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDINGREASONABLEATTORNEYS’ FEES) RELATING TO OR ARISING OUT OF ANY CLAIMS CONCERNING:(A) YOURCONTENT; (B) YOUR USE / MISUSE OF THE SERVICES INCLUDING BUT NOTLIMITED TO MISUSINGTHE PLATFORM DURING EMERGENCY; (C) YOUR VIOLATION OF THISAGREEMENT; (D) YOURVIOLATION OF ANY RIGHTS OF ANOTHER PARTY, INCLUDING ANYUSERS; (E) YOURVIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS; (F)THIRD-PARTY CLAIMSTHAT YOU OR SOMEONE USING YOUR PASSWORD DID SOMETHING THAT,IF TRUE, WOULDVIOLATE ANY OF THESE TERMS, (G) ANY MISREPRESENTATIONS MADE BYYOU, OR (H) ABREACH OF ANY REPRESENTATIONS OR WARRANTIES YOU’VE MADE TO US. THECOMPANYRESERVES THE RIGHT, AT ITS OWN COST, TO ASSUME THE EXCLUSIVE DEFENCE ANDCONTROLOF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICHEVENT YOUWILL FULLY COOPERATE WITH THE COMPANY IN ASSERTING ANY AVAILABLEDEFENCES. THISPROVISION DOES NOT REQUIRE YOU TO INDEMNIFY ANY OF THE COMPANYPARTIES FOR ANYUNCONSCIONABLE COMMERCIAL PRACTICE BY SUCH PARTY OR FOR SUCHPARTY’SNEGLIGENCE, FRAUD, DECEPTION, FALSE PROMISE, MISREPRESENTATION ORCONCEALMENT,SUPPRESSION OR OMISSION OF ANY MATERIAL FACT. YOU AGREE THAT THEPROVISIONS INTHIS SECTION WILL SURVIVE ANY TERMINATION OF YOUR ACCOUNT, THISAGREEMENT ORYOUR ACCESS TO THE SERVICES.

9. AMENDMENTSTO THIS AGREEMENT

This Agreementmay at any time be mutually amended by your explicit consent to changesproposed by the Company. Furthermore, the Company may amend this Agreement(including any Subscription Terms or Rules of Use) unilaterally at any time inits sole discretion. If you don’t agree to the amendments or to any of theterms in this Agreement, your only remedy is to cancel your Account or to ceaseuse of the affected Subscription(s). the Company shall not have any obligationto refund any fees that may have accrued to your Account before cancellation ofyour Account or cessation of use of any Subscription, nor shall the Companyhave any obligation to prorate any fees in such circumstances.

10. TERM ANDTERMINATION

A. Term

The term of thisAgreement (the “Term“)commences on the date you first indicate your acceptance of these terms, andwill continue in effect until otherwise terminated in accordance with thisAgreement.

B. Terminationby You

You may cancel yourAccount at any time. You may cease use of a Subscription at any time or, if youchoose, you may request that the Company terminate your access to aSubscription. Subscriptions are not transferable. Access to Subscriptionspurchased as a part of a pack or bundle cannot be terminated individually,termination of access to one product / service purchased in the pack. Yourcancellation of an Account, or your cessation of use of any Subscription orrequest that access to a Subscription be terminated, will not entitle you to anyrefund, including any Subscription fees. the Company reserves the right tocollect fees, surcharges or costs incurred prior to the cancellation of yourAccount or termination of your access to a particular Subscription. In addition,you are responsible for any charges incurred to third-party vendors or contentTherapists before your cancellation.

C. Terminationby the Company

The Company maycancel your Account or any particular Subscription(s) at any time in the eventthat(a) the Company ceases providing such Subscriptions to similarly situated Usersgenerally, or (b) you breach any terms of this Agreement (including any SubscriptionTerms or Rules of Use), (c)the Therapists or the Platform deem that you are notsuitable for therapy on the Platform and that transitioning to in-personservices with the Therapist is for your safety and/or in your best interest dueto suspicion or confirmation of any of the following conditions: imminent riskto self or others, acute crisis, acute symptoms that develop over time, orother psychological barriers that may interfere with online therapy. In theevent that your Account or a particular Subscription is terminated or cancelledby the Company for a violation of this Agreement or improper or illegalactivity, no refund, including any Subscription fees or of any unused creditsin your Services, will be granted.

D. Survival ofTerms

The clauses ofthis agreement will survive any expiration or termination of this Agreement.

11. APPLICABLELAW/JURISDICTION

A. DisputeResolutions

This document isgoverned by and is to be construed in accordance with Hong Kong Law.

B. Procedurefor Making Claims of Copyright Infringement

If you believe contentposted on the Services infringes your copyright rights, please provide ourCopyright Agent with the following information: (1) an electronic or physicalsignature of the person authorised to act on behalf of the owner of the copyrightinterest; (2) a description of the copyrighted work that you claim has beeninfringed; (3) a description of the location on the Services of the materialthat you claim is infringing; (4) your address, telephone number and e-mail address;(5) a written statement that you have a good faith belief that the disputed useis not authorised by the copyright owner, its agent or the law; and (6) astatement by you, made under penalty of perjury, that the above information inyour notice is accurate and that you are the copyright owner or authorised toact on the copyright owner’s behalf.

12.MISCELLANEOUS

A. ElectronicCommunications

The communicationsbetween you and the Company use electronic means, whether you visit theServices or send the Company emails, or whether the Company posts notices onthe Services or communicates with you via email. For contractual purposes, you(1) consent to receive communications from the Company in an electronic form;and (2) agree that all terms and conditions, agreements, notices, disclosures,and other communications and documents that the Company provides to youelectronically will have the same legal effect that such communications ordocuments would have if they were set forth in “writing.” The foregoingsentence does not affect your statutory rights.
B.  Assignment

This Agreement,and your rights and obligations hereunder, may not be assigned, subcontracted,delegated or otherwise transferred by you without the Company’s prior writtenconsent, and any attempted assignment, subcontract, delegation, or transfer inviolation of the foregoing will be null and void.
C. Force Majeure

The Companyshall not be liable for any delay or failure to perform resulting from causesoutside its reasonable control, including, but not limited to, acts of God,war, terrorism, riots, embargos, acts of civil or military authorities, fire,floods, accidents, strikes or shortages of transportation facilities, fuel,energy, labour or materials.
D. Questions, Complaints, Claims

If you have anyquestions, complaints or claims with respect to the Services, please contactour customer service department using the contact information available on theServices (enquiry@soulgood.io). We will do our best to address your concerns.
E. Notice

Where the Companyrequires that you provide an email address, you are responsible for providingthe Company with your most current email address. In the event that the laste-mail address you provided to the Company is not valid, or for any reason isnot capable of delivering to you any notices required/permitted by thisAgreement, the Company’s dispatch of the e-mail containing such notice willnonetheless constitute effective notice.

F. Waiver

Any waiver or failureto enforce any provision of this Agreement on one occasion will not be deemed awaiver of any other provision or of such provision on any other occasion.
G. Severability

Except as otherwiseexpressly set forth in this Agreement, in the event that any provision of thisAgreement shall be held by a court or other tribunal of competent jurisdictionto be unenforceable, such provision shall be construed in a manner to reflect,as nearly as possible, the original intention of the parties, and the remainingportions shall remain in full force and effect.

H. ExportControl

You agree to complywith all applicable import/export laws and regulations. You agree not to exportthe Content and Services or Product or allow use of your Account by individualsof any terrorist supporting countries to which encryption exports are at thetime of exportation restricted. You represent and warrant that you are notlocated in, under the control of, or a national or resident of any suchprohibited country.

I. Entire Agreement

This Agreement,including any Terms and Conditions, Privacy Policy, and other policies of theCompany, constitutes and contains the entire agreement between the parties withrespect to the subject matter hereof and supersedes any prior oral or writtenagreements.

J. Rights ofThird Parties

You agree that thisAgreement is not intended to confer and does not confer any rights or remediesupon any person other than the parties to this Agreement.

K. Complyingwith Law

The Company’sobligations are subject to existing laws and legal processes and the Companymay comply with law enforcement or regulatory requests or requirementsnotwithstanding any contrary term.

L. RevisionDate

This Agreementwas last updated on 07 September 2023 (“Revision Date”).We may, at any time and without liability, modify or discontinue all or part ofthe Services; charge, modify or waive any fees or charges required to use theServices; or change the Terms and Conditions of Services for some or all of ourusers. If you were a user before the Revision Date, it replaces your existing agreementwith the Company.