KIDDO HEALTH INC. (Formerly GOOD PARENTS, INC.)

END-USER LICENSE AGREEMENT

IMPORTANT: CAREFULLY READ THIS ENTIRE END USER LICENSE AGREEMENT ( “TERMS” OR “LICENSE AGREEMENT”) BEFORE LICENSING OR USING THE APPLICATION (AS DEFINED HEREIN) OR BUYING THE KIDDO DEVICE (AS DEFINED HEREIN).  PURCHASING, INSTALLING, COPYING, OR OTHERWISE USING THIS APPLICATION AND/OR THE KIDDO DEVICE INDICATES THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS IN OUR TERMS OF SERVICE AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PURCHASE, INSTALL OR USE THE APPLICATION.

YOU MUST BE AT LEAST 18 YEARS OLD TO DOWNLOAD OR USE THE APPLICATION WITHOUT THE CONSENT OF YOUR PARENT OR LEGAL GUARDIAN. THE APPLICATION IS INTENDED ONLY TO BE USED BY PARENTS OR LEGAL GUARDIANS OF A CHILD WHO WEARS THE KIDDO DEVICE, AND MUST NOT BE DOWNLOADED OR USED BY ANYONE UNDER THE AGE OF 18 YEARS OLD WITHOUT THE WRITTEN CONSENT OF THE PARENT OR LEGAL GUARDIAN. THEAPPLICATION AND THE KIDDO DEVICE DO NOT CONSTITUTE A MEDICAL DEVICE OR TREATMENT, AND THEY ARE NOT INTENDED TO PROVIDED, NOR DO THEY PROVIDE, ANY MEDICAL ADVICE, TREATMENT, OR OTHER MEDICAL SERVICE.

THE APPLICATION AND THE KIDDO DEVICE ARE AVAILABLE FOR LICENSING IN THE UNITED STATES ONLY. DO NOT REGISTER, ACCESS, USE OR LICENSE THIS APPLICATION OR THE KIDDO DEVICE IF YOU ARE NOT IN THE UNITED STATES. 

IMPORTANT: CAREFULLY READ THIS ENTIRE LICENSE AGREEMENT BEFORE LICENSING OR USING THE APPLICATION OR BUYING THE KIDDO DEVICE. PURCHASING, INSTALLING, COPYING, OR OTHERWISE USING THE APPLICATION AND/OR THE KIDDO DEVICE INDICATES THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS IN OUR RULES (AS DEFINED HEREIN). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PURCHASE, INSTALL OR USE THE APPLICATION OR THE KIDDO DEVICE.

THIS License Agreement is effective on the date that you download the Kiddo Software Application (“Application”) and begin using it and the Kiddo wearable wristband device (“Kiddo Device”) (the “Effective Date”). This License Agreement is a binding, legal agreement between Kiddo Health Inc., a Delaware corporation, whose principal place of business is at 2261 Market Street #4736, San Francisco, California 94114, United States (“Kiddo Health” or “we”), and you (“you”, the “Licensee” or the “End User”). Kiddo Health and Licenee are hereinafter sometimes referred to, collectively, as the “Parties” or “us” and, individually, as a “Party”. Capitalized terms, not defined in this License Agreement will have the meaning subscribed to them in our Terms of Service and/or in our Privacy Policy, as applicable. We and you agree as follows:

1. Scope. Kiddo Health offers the Application only under license. You may not buy the Application. The Application may only be used in connection with the Kiddo Device. The Parties agree and the Licensee acknowledges that the structure, organization, and code of the Application (collectively the “Information”) is considered to be the trade secrets of Kiddo Health, and you agree to keep this Information confidential and not give such Information to any third party(ies) without the prior written consent of Kiddo Health. Kiddo Health is licensing the Application to you under the terms and conditions of this License Agreement. You are licensing the Application under the terms and conditions of this License Agreement. You agree and acknowledge that, if you obtained the Application from a third party application vendor (the “Application Vendor”), Kiddo Health, not the Application Vendor, is responsible for the Application.

2. Terms of Service and Privacy Policy. By using this Application and the Kiddo Device, you agree to be bound by our Terms of Service and our Privacy Policy (collectively, “Rules”). Please read them carefully. If you don’t agree with the Rules or these Terms, do not access or use the Application or the Kiddo Device.  The Rules are hereby incorporated by reference into, and made a part of, this License Agreement.

3.​License Grant. We hereby grant you a limited, non-exclusive, non-sublicensable, non-transferrable, revocable license to use and to allow your child to use the Application in accordance with the terms of this License Agreement. You agree to use the Application solely for personal use and that of your child. You agree not share, sale, sublicense, resell, or use the Application in a service bureau or any similar arrangement. Subject to the restrictions set forth in the following paragraphs, you may copy the Application only as necessary for your use and your child’s use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Application in any way.

4.​Restrictions. You must be at least 18 years of age to use this Application. If you are less than 18 years of age, you must obtain the written consent of your parent or legal guardian to use this Application. Your use of the Application must not violate any usage rules of the Application Vendor or any other third party service provider you use to enable the Application.  You are prohibited from selling, renting or leasing the Application to any other person or third party. You acknowledge that the Application should be used only for general information purposes and is not a medical service or medical device. You should not rely on the Application for any life or death situation or healthcare-related purpose.  You agree not to otherwise reproduce, copy, modify, decompile, disassemble, reverse engineer or create derivative works of the Application or any portion thereof, and you may not transfer or distribute it in any form, for any purpose, except to the extent otherwise permitted by applicable and mandatory laws. We reserve the right to modify the Application, or to discontinue offering the Application altogether at any time and for any reason, including without limitation, if any third party supplier ceases to supply content or services, or if our contract with such supplier terminates. If we discontinue offering the Application, this License Agreement and your rights under it will terminate immediately.  We may also terminate this License Agreement if we determine that you have violated any of the terms of this License Agreement or any of the Rules.

5.​Support. If you need operational or technical support and assistance regarding the installation, un-installation, use or operation of the Application, or if you have questions, complaints or claims regarding the Application, contact Kiddo Health at: hello@kiddo.health. If you licensed the Application through an Application Vender, you agree and acknowledge that the Application Vendor will have no maintenance or support obligation for the Application, nor any responsibility for addressing any claims from you or any third party regarding the possession or use of the Application, including without limitation product liability claims, claims of failure to meet legal or regulatory requirements or consumer protection laws claims. Further, the Application Vendor will have no responsibility regarding third party claims of intellectual property rights violations as a result of your possession or use of the Application. 

6.​No Warranty; Disclaimer of Warranty, and Disclaimer of Liability.

a.​As Is. The Application and Kiddo Device are provided to you “as is,” and you you’re your use of them is at your own risk. Neither we nor our third-party suppliers and/or Application Vendors make any guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, merchantability, fitness for a particular purpose, non-infringement, usefulness, use or results to be obtained from the Application and/or Kiddo Device, or that the operation of the Application and/or Kiddo Device will be uninterrupted or error-free.

b.​Disclaimer of Warranties.

KIDDO HEALTH AND ITS THIRD-PARTY CONTRACTORS, INCLUDING THIRD-PARTY LICENSORS, SERVICE PROVIDERS, CHANNEL PARTNERS, SUPPLIERS AND THEIR RESPECTIVE AFFILIATED COMPANIES (COLLECTIVELY “PARTNERS”), DISCLAIM ANY AND ALL WARRANTIES, EXPRESS,  IMPLIED, OR STATUTORY, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT WITH REGARS TO THE APPLICATION, KIDDO DEVICE, AND/OR THE USE THEREOF. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY KIDDO HEALTH WILL CREATE ANY WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL TERM OF THIS LICENSE AGREEMENT THAT FORMS THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL BE DEEMED TO BE ENFORCEABEL WHETHER OR NOT ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE SOLE AND MAXIMUM RESPONSIBILITY OF THE APPLICATION VENDOR, AND THE MAXIMUM LIABILITY (IF ANY) OF KIDDO HEALTH UNDER THIS AGREEMENT,  IN THE EVENT OF A WARRANTY FAILURE OR OTHERWISE IS A REFUND OF THE APPLICATION PURCHASE PRICE. In the event that the laws of your jurisdiction do not permit the foregoing disclaimer of warranties and there is a defect or error in the Application which Kiddo Health does not fix, and to the extent that you are accessing and using the Application on the iOS Platform, You may notify Apple, and Apple will refund the purchase price (if any) that you have paid for your license to use the Application, and, to the maximum extent permitted by applicable law, neither Apple nor Kiddo Health shall have any other warranty obligation whatsoever with respect to the Application.  In the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Kiddo Health shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, consistent with the terms this License Agreement (including, without limitation, the disclaimers and limitations of liability set forth herein), and, in no event shall Apple or Google be responsible for any such claim.

c.​Exclusions of Liability.

YOU AGREE THAT KIDDO HEALTH AND ITS PARTNERS WILL NOT BE LIABLE TO YOU FOR ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE APPLICATION AND/OR THE KIDDO DEVICE OR FOR ANY LOSS OF PROFIT, LOSS OF DATA, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE APPLICATION AND/OR THE KIDDO DEVICE, ANY DEFECT IN THE APPLICATION AND/OR THE KIDDO DEVICE, OR THE BREACH OF THESE TERMS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY OR OTHERWISE, EVEN IF KIDDO HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KIDDO HEALTH’ AND ITS PARTNERS’ TOTAL AGGREGATE LIABILITY (IF ANY)FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE APPLICATION AND/OR THE KIDDO DEVICE WILL NOT EXCEED $1.00. Consistent with the foregoing, and to the extent that you are accessing and using the Application on the iOS Platform, in no event shall Apple be responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

7.​Term. This License Agreement will remain in effect for as long as we support the Application. Notwithstanding the foregoing or anything to the contrary stated in this License Agreement, we may terminate this License Agreement at any time for any reason or no reason. You may terminate this License Agreement at any time for any reason or no reason by discontinuing the use of the Application and deleting it from your mobile devices, and/or destroying the Kiddo Device. Sections 1, 2, 4, 6, 8, and 9 will survive the termination of this Agreement.

8.​Indemnity. You agree to defend, indemnify, and hold harmless Kiddo Health and our Partners from and against any and all damages, liabilities, losses, injuries (including, without limitation, injuries resulting in death), demands, actions, costs, expenses, and/or claims of any kind or character, including but not limited to court costs and attorneys’ fees, (collectively “Damages”) arising out of or in connection with your (i) use or possession of the Application; (ii) breach of this Agreement or the Rules; (iii) breach of any of your representations, warranties, or covenants set forth in this Agreement, including, without limitation, Section 2 and Section 3 above; and/or (iv) allowing any third party(ies) other than your child to use this Application or the Kiddo Device.

9.​Miscellaneous.

a.​Entire Agreement. These Terms, along with the Terms of Service, and Privacy Policy, constitute the entire agreement between Kiddo Health and you pertaining to the subject matter hereof, and supersede in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter.

b.​Governing Law. You agree that this Agreement will be governed by the laws of the State of California, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. Any translation of this Agreement from English is provided as a convenience only. If this Agreement is translated into a language other than English and there is a conflict of terms between the English version and the other language version, the English version will control.  In the event of a legal dispute under these Terms and/or the Rules, the parties hereby irrevocably consent to the exclusive venue and jurisdiction of the state and Federal courts located in San Francisco, California and waive any and all objections thereto, including, without limitation, forum non-conveniens.  YOU HEREBY WAIVE YOUR RIGHT TO A JURY AND HEREBY AGREE THAT ANY AND ALL LEGAL PROCEEDINGS ARISING OUT OF OR UNDER THESE TERMS AND/OR THE RULES SHALL BE ADJUDICATED AND DECIDED BY A JUDGE.  YOU, ON YOUR BEHALF AND ON THE BEHALF OF YOUR CHILD, FURTHER AGREE NOT TO PARTICIPATE IN ANY CLASS ACTION WITH RESPECT TO THIS AGREEMENT AND/OR THE USE OF THE APPLICATION AND/OR THE KIDDO DEVICE.

c.​Collection of Information. We may collect information relating to how often you use the Application or the frequency with which certain features of the Application are used. This information will be collected anonymously, in a way that does not personally identify you. We may use this information to detect broad user trends and to otherwise enhance our products, services, and/or applications. The collection and use of this information, as well as terms applicable to information that you upload using the Application, are described in more detail in our Privacy Policy. Please carefully read our Privacy Policy. Do not begin use of the Application without first carefully reading our Privacy Policy. By using the Application, you agree and acknowledge that you have read the Privacy Policy and agree to be bound by it.

d.​Export Control. You agree not to export the Application or any part of the Application and/or the Kiddo Device. You agree to defend, indemnify, and hold harmless Kiddo Health and our Partners from any and all Damages that result from or arise out of your violation of this Subsection 9.d. You hereby represent and warrant that (i) you are located in the United States and that you will not attempt to access or use the Application in or from a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  

e. Other Miscellaneous​.  In the event of a breach or threatened breach by you of this License Agreement, Kiddo Health will have the right to obtain injunctive relief (without the requirement of posting a bond), in addition to any and all other remedies available at law or in equity.  If any provision of this License Agreement is held to be unenforceable, that provision will be excised from this License Agreement to the minimum extent necessary to maintain or achieve compliance with applicable law, and the remaining provisions will continue in full force and effect.  In the event that Kiddo Health prevails in any proceeding or lawsuit brought by either party in connection with this License Agreement, and without limiting any other remedies herein or available under applicable law or in equity, Kiddo Health will be entitled to receive from you payment of Kiddo Health’ costs, expert witness fees and reasonable attorneys’ fees.  The waiver by Kiddo Health of any breach of any provision of this License Agreement shall not be taken or held to be a waiver of the provision itself or preclude Kiddo Health’ right to require such performance at a later time.  You may not assign this License Agreement or any of your rights or obligations under this License Agreement, in whole or in part or by operation of law or otherwise, without the express prior written consent of Kiddo Health, and any attempted or purported assignment by you shall be null and void.  Apple Inc. and its subsidiaries (collectively, “Apple”) and Google, Inc. (“Google”) are not parties to this License Agreement (except as may be applicable below with respect to their respective third-party beneficiary status), and Kiddo Health is solely responsible for the Application and the content thereof.  Both Kiddo Health and you acknowledge that this License Agreement is between Kiddo Health and you.  To the extent that you are accessing and using the Application on the iOS Platform or on Google Play, Apple (and Apple’s subsidiaries) or Google (as applicable) shall be deemed to be an express third-party beneficiary of this License Agreement, and upon your acceptance of this License Agreement, Google or Apple (as applicable) will have the right (and will be deemed to have accepted the right) to enforce this License Agreement against you, as a third party beneficiary thereof.  If we modify or amend this License Agreement, we will post a notice on [https://www.kiddo.health ], and your continued use of the Application following the posting of any such amendment shall be deemed to constitute your acceptance thereof.