Terms and Conditions of Services

Terms and Conditions of Services

1. SCOPE OF TERMS & CONDITIONS

These Terms and Conditions of Service ("Terms & Conditions" or "Terms of Use") constitute the binding agreement between Glucobit Inc., doing business as Reframe and Reframe App, together with its affiliates (collectively, "Reframe", "Glucobit", "we," "us," or "our") and users ("you" or "your"). This agreement governs (i) your use of and/or access to the reframeapp.com website and/or any other websites (collectively, "Website") owned or operated by us, including subscriber-only portions thereof, (ii) your use of and/or access to any mobile phone applications we operate now or in the future (collectively, the "Mobile App"), (iii) the purchase, access or use of our services and products, and your use of and/or access to any content, information and other online or mobile-enabled technology, digital tools and other services and products we provide, including your interaction with us via email or text messages in connection therewith (together with the Website and the Mobile App, collectively, the "Services"). For purposes of these Terms & Conditions, "affiliates" means any entity or person that directly or indirectly owns a controlling interest in, is owned by, or is under common ownership control with, Reframe.

For details on how we handle your personal information, please consult our Privacy Policy.

BY CLICKING "CONTINUE", ACCESSING, BROWSING, SUBMITTING INFORMATION TO, PURCHASING SERVICES, COMPLETING THE REGISTRATION PROCESS, OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AND YOU CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT CONSENT TO THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO ACCESS, BROWSE OR USE THE SERVICES.

WE DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE, AS FURTHER DESCRIBED IN SECTION 8. IF YOU HAVE CONCERNS OR QUESTIONS REGARDING YOUR HEALTH OR THE HEALTH OF OTHERS, YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH-CARE PROFESSIONAL. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING IT BECAUSE OF INFORMATION OBTAINED FROM THE WEBSITE OR THE SERVICES. ANY RELIANCE ON INFORMATION PROVIDED BY THE REFRAME PARTIES (AS DEFINED BELOW) IS AT YOUR SOLE RISK. IF YOU BELIEVE YOU ARE EXPERIENCING A MEDICAL OR SAFETY EMERGENCY, CALL 911 IMMEDIATELY.

2. AGREEMENT AND ACKNOWLEDGEMENT

a. User Agreement. Your use of the Services constitutes acceptance of these Terms & Conditions and your agreement to be legally bound by and to comply with all terms, conditions, and notices contained or referenced herein, as if you had physically signed this agreement.

b. Modifications to Terms & Conditions. We may, at our sole discretion and from time to time, change, modify, add to, or remove portions of these Terms & Conditions ("Additional Terms"). Such Additional Terms shall take effect upon posting by Reframe on the Website, through the Service, or by sending you an email or other notification. You are responsible for maintaining your current e-mail address with us. Should the most recent e-mail address you provided be invalid, or otherwise incapable of delivering the notice to you, our dispatch of the e-mail containing such notice shall nonetheless constitute effective notice of the described changes. Your continued access to the Website or use of any Services after such Additional Terms become effective shall be deemed your acceptance of such Additional Terms. PLEASE CHECK THE WEBSITE REGULARLY TO REVIEW THE CURRENT TERMS.

c. Modification of Services. At our sole discretion and without prior notice or liability, we may discontinue, modify or change any aspect of the Services provided to you, including but not limited to, (i) limiting the times the Services are available, (ii) restricting the amount of permitted use, (iii) restricting or terminating any user's right to use the Services, and (iv) modifying any feature or functionality provided by the Services. You acknowledge that any termination or cancellation of your access to, or use of, the Services may occur without prior notice. You further agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Services.

d. Certain Restrictions. The rights granted to you under these Terms & Conditions 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 portion thereof, including the Website; (b) you shall not frame or use framing techniques to enclose any trademark, logo, or other Reframe intellectual property (including images, text, page layout or form); (c) you shall not use any metatags or other "hidden text" using Reframe'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 the extent such restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or similar technologies) to "scrape" or download data from any web pages contained in the Website (provided that we grant operators of public search engines revocable permission to use spiders to copy materials from the Website solely for the purpose and to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives thereof); (f) except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (h) you shall not impersonate or misrepresent your identity or affiliation with any person or entity; (i) you shall not harass, threaten, abuse, defame, demean, discriminate against, intimidate, or engage in other harmful or disrespectful behavior towards any Providers or Reframe personnel or disrupt the care of other users; (j) you shall not obtain prescriptions from multiple prescribers without each prescriber's (including your Provider(s)') knowledge of the other prescriptions (also known as "doctor shopping"); and (k) you shall not access or use the Services (including Healthcare Services (as defined in Section 8), medications, or other products available through the Services) in any unlawful manner or for any unlawful purpose (including in violation of United States export laws). Any future release, update or other addition to the Services shall be subject to these Terms & Conditions. Reframe, its suppliers and service providers reserve all rights not granted in these Terms & Conditions. Any unauthorized use of the Services terminates the licenses granted by Reframe pursuant to these Terms & Conditions.

e. Company Communications. By entering into these Terms & Conditions or using the Services, you consent to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Reframe and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT "STOP" TO THE NUMBER FROM WHICH YOU HAVE BEEN RECEIVING MESSAGES FROM REFRAME FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD "STOP" TO THE NUMBER FROM WHICH YOU HAVE BEEN RECEIVING MESSAGES FROM REFRAME FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE COMPANY PROPERTIES OR RELATED SERVICES.

3. ELIGIBILITY

Individuals under 21 years of age are not permitted to become registered users of our Services. By using the Services, you represent and warrant that you are at least 21 years of age and have the right, authority and capacity to enter into and abide by these Terms & Conditions. According to the Surgeon General, women should not consume alcoholic beverages during pregnancy due to the risk of birth defects. We do not recommend that individuals who are pregnant or breastfeeding use our Services, and instead advise them to consult directly with their physicians.

The Services are not intended for individuals who have been diagnosed with or are currently undergoing treatment for Alcohol Use Disorder (AUD) or any other alcohol-related diagnosis.

The Services, including the Healthcare Services (as defined in Section 8 below), are not available in all 50 states. By using the Services, you represent and warrant that you are located in a state where we operate.

You are responsible for complying with all legal and safety requirements in connection with your use of alcohol, including refraining from operating motor vehicles and machinery. We are not attorneys nor do we provide legal advice; please consult an attorney if you have questions regarding your obligations and responsibilities in connection with your consumption of alcohol.

4. SUBSCRIPTIONS; NECESSARY EQUIPMENT

a. The Services. Full access to our Services requires completion of a registration form and entry into a subscription agreement for access to our Services and Content. You must provide complete and accurate registration information to Reframe, complete the subscription process, and notify us if any of your information changes. Failure to keep your account information current may result in suspension or termination of your subscription. Certain services, such as the Healthcare Services (as defined in Section 8) require an additional subscription and separate registration form.

b. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device suitable to connect with and use the Services. You are responsible for all charges and fees associated with connecting to and using the Services, including without limitation all telephone access lines (including mobile data and data roaming charges, when applicable), telephone and/or internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Services.

5. FEES, RENEWAL, CANCELLATIONS & REFUND POLICIES

We offer our products and services on an automatic subscription basis. You agree that such subscription will automatically renew at the frequency disclosed to you at the time of your initial purchase (i.e., monthly, quarterly or annual basis, etc.). By choosing the automatic subscription option, you acknowledge and agree your subscription will automatically renew, and unless and until you cancel, you authorize us to charge your payment card for the products/services you continue to purchase. If you purchased a subscription with a free trial period, you authorize us to charge your payment card when the free trial period ends, unless you cancel your subscription before the free trial period ends. Charges will typically occur on or around the same day of the month as your initial purchase, though some charges may be delayed for business or legal reasons.

Your automatic subscription will continue until you or Reframe cancels your order. You may modify or cancel your subscription at any time by texting the number from which you've been receiving messages or emailing support@reframeapp.com. Any modifications or cancellation of your subscription must be received by us at least 1 day prior to the next scheduled payment/ship date to take effect for that period. If you cancel less than 1 day prior to the automatic renewal day for your subscription, your subscription will continue as scheduled and your cancellation will take effect in the following period.

Notwithstanding the foregoing, with respect to any subscription add-on services involving prescription or pharmacy services, you may request and be issued a refund for your then-current billing cycle for such add-on service if, at the time of the refund request, your medication has not yet been ordered. Once a medication has been ordered or dispensed, refunds are generally not permitted due to safety and regulatory considerations. This policy ensures all medications are handled and dispensed with utmost care and in compliance with regulatory requirements. If your medication has been ordered at the time of your refund request, you are not eligible for a refund. Refunds will only be issued for your then-current billing cycle and will not be issued for past billing cycles. To request a refund in accordance with this section, please email help@reframeapp.com. Refunds may take up to thirty (30) days to process.

Unless otherwise stated, all fees and charges are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, or local taxes. All such fees and charges (including any taxes and late fees, as applicable) will be charged to the payment method you provided when you elected to subscribe to the Services. You agree to maintain a valid payment method during the term of your use of such Services.

6. USER ACCOUNT AND SECURITY

As a registered user of the Services, you are entirely responsible for maintaining the confidentiality of your user account information. Use of another member's account or user name is prohibited. You must notify us immediately upon becoming aware of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's user account information.

You are entirely responsible for any and all activities which occur under your user account. We will not be liable for any loss you incur as a result of someone else using your account, with or without your knowledge. You may also be held liable for any losses incurred by Reframe, its affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of your account.

As a subscriber to our Services, you further agree as follows:

a. Subscription Data. For purposes of your use of the Services including identification and billing, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process ("Subscription Data"). Please refer to our Privacy Policy for more detailed information on the types of information we collect. You agree to maintain and promptly update the Subscription Data and any other information you provide to keep it accurate. Without limiting any other provision of these Terms & Conditions, if you provide any information that is untrue, inaccurate, or incomplete, or if we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of our Services (or any portion thereof). You are obligated to verify whether your Subscription Data is current and accurate, and, if not, to correct or update it.

b. One Account Per User. You agree not to register or subscribe for more than one account, create an account on behalf of another person, or create a false or misleading identity on this Website or the Services. If your registration or subscription is revoked for any reason, you agree not to register or subscribe again with our Services using another user name or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without notice to you, or to exercise any other remedies available to us under these Terms & Conditions or by law.

7. LIMITED LICENSE

Subject to your continued compliance with these Terms & Conditions, including without limitation the timely payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to access and use our Services (whether through the Website or by downloading and installing the Mobile App, including any updates and bug fixes). Your use is limited to your personal, noncommercial use only.

The Services, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without our express written consent. Furthermore, except for the limited rights granted in this Section, you will not (and will not encourage or assist any third party to): (i) modify, alter, tamper with, repair or otherwise create derivative works of the Services or any software or technology included in or used or distributed by Reframe to provide the Services; or (ii) reverse engineer, disassemble or decompile the Services, or attempt to discover or recreate the source code for the Services.

8. HEALTH AND MEDICAL SERVICE DISCLAIMER

Reframe does not provide any medical services. Reframe is a technology company providing a technology platform. Reframe is not your healthcare provider or pharmacist; Reframe is not licensed to practice medicine; and Reframe does not recommend or prescribe treatment or medication.

Should you choose to opt into our telehealth prescribing services (the "Healthcare Services"), such services will be provided by OpenLoop Health, Inc. and its affiliated medical groups, or by other independent professionals (each, a "Provider"). Reframe merely enables communication with such Providers. The Providers employ or contract with licensed medical providers and other clinicians who offer certain Healthcare Services via the Reframe Website and Mobile App. All Providers who deliver Healthcare Services through the Reframe Website and Mobile App are (1) independent practitioners, and (2) solely responsible for the Healthcare Services you receive. The Healthcare Services involve the delivery of healthcare services using electronic communications, information technology or other means between a health care provider and a patient who are not in the same physical location. While telehealth may offer certain potential benefits, there are also potential risks associated with its use. The Healthcare Services are not intended to replace your relationship with your regular in-person primary care physician.

Accessing the Reframe website or app does not create any patient-provider relationship. In some cases, the Services may not be the most appropriate way for you to provide information to, communicate with, or seek medical care and treatment from a healthcare provider. For example, your Provider may determine that your diagnosis or treatment requires an in-person office visit or otherwise cannot be appropriately addressed through the Services. In such a case, you may be notified that you will be unable to use the Services for the particular issue for which you requested assistance, along with additional information regarding next steps. REFRAME IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU MAY OBTAIN THROUGH THE PROVIDERS.

To the extent the Services you seek require care by a licensed provider, all Healthcare Service consultations are provided by a Provider licensed in the state where you, the patient, are located. Providers who provide Healthcare Services may provide diagnoses and prescribe medication, if clinically appropriate. Providers may issue prescriptions for both controlled and non-controlled substances regulated by the federal Drug Enforcement Agency ("DEA"), encompassing both commercially available and compounded medications.

To receive Healthcare Services, you must agree to the applicable Provider's Telehealth Informed Consent and other relevant informed consent documents (collectively, "Telehealth Informed Consent"), which provide a description of the risks and benefits of telehealth and constitute your voluntary authorization to the rendering of Healthcare Services by the Providers. You agree that Reframe is a third-party beneficiary of the Telehealth Informed Consent and has the right to enforce it against you.

You agree and consent to Reframe and the Providers sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold Reframe or Providers liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or your failure to comply with any treatment recommendations contained in communications from the Providers. Except for specific communications received from Providers, none of the content you receive through the Services should be considered medical or professional healthcare advice.

a. Independent Medical Judgment

Reframe is not licensed to practice medicine and does not provide any healthcare service. Reframe does not control or interfere with the provision of Healthcare Services provided by any Provider, which include medically trained clinicians, each of whom is independent from Reframe and solely responsible for the healthcare service you receive. You understand and agree that Reframe is not responsible for any Healthcare Service provided by a Provider, including any personal injury or property damage. You further understand and agree that after reviewing your information, the Provider, in their independent professional judgment, will determine whether to prescribe medication, other treatments, or, alternatively, recommend that you consult with alternative clinical resources.

THE SERVICES PROVIDED BY REFRAME DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE, OPINION, DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING IT BECAUSE OF INFORMATION OBTAINED FROM THE WEBSITE OR SERVICES. ANY RELIANCE ON INFORMATION PROVIDED BY REFRAME, REFRAME EMPLOYEES, OTHERS APPEARING ON THE WEBSITE OR SERVICES AT THE INVITATION OF REFRAME, OR OTHER VISITORS OR USERS OF THE SERVICES (THE "REFRAME PARTIES") IS SOLELY AT YOUR OWN RISK. IF YOU BELIEVE YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911.

b. Pharmacy Services

By accepting these Terms of Use, you additionally understand and agree that Reframe is not acting as a pharmacy, nor does Reframe control or interfere with any such services. By accepting these Terms of Use, you understand and agree that you may be entering into a relationship with a pharmacy, pharmacist, and/or pharmacy group or other such relationship with any one or more such third-party entities.

c. No Doctor-Patient Relationship. Except for the Healthcare Services, which are not included in all subscriptions, any and all services provided by, in and/or through the Services are for informational purposes only. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. While we may establish drink 'targets', 'limits', 'recommendations' or 'guidelines', they are based solely on the targets and data that you input into the Services and may not be adequate for you. We do not recommend our members drink, and such 'targets', 'limits', 'recommendations' or 'guidelines' are not based on and do not constitute medical advice. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE REFRAME PARTIES.

You are urged and advised to seek the advice of a physician or medical professional regarding your health before beginning any alcohol cutback plan or any other plans that may be referenced, discussed or offered under the Services. The Services are not intended for individuals currently undergoing treatment for Alcohol Use Disorder (AUD) or any other alcohol-related diagnosis. You represent to us (which representation shall be deemed made each time you use the Services) that you are not using the Services or participating in any activities offered by the Services for the purpose of seeking medical attention. You further agree that, before using the services, you shall consult your physician, particularly if you are at risk for problems resulting from changes in your alcohol intake. If any information you receive or obtain from using the Services is inconsistent with medical advice from your physician, you should follow your physician's advice.

d. Virtual Coaching Service Disclaimer. You may be able to interact with a Reframe employee, independent contractor, or other member (a "Coach") via text as part of our Services (the "Virtual Coaching Service"). A Coach will encourage users to achieve their health related goals but does not offer medical advice nor is a medical provider. Reframe may, in its sole discretion, engage or replace any Coach with another without notice.

The services provided by our Virtual Coaching Service are not medical, mental health, or any other type of health service. Virtual Coaching Service is not psychotherapy or mental health counseling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. The Virtual Coaching Service cannot substitute for, and is not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists and other licensed healthcare and mental health professionals. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH COACHES WHEN USING THE SERVICES.

9. GENERAL DISCLAIMERS OF WARRANTIES

THE SERVICES, PRODUCTS, OFFERINGS, CONTENT AND MATERIALS PROVIDED IN THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, REFRAME, ON BEHALF OF ITSELF AND ITS AFFILIATES AND ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS (THE "REFRAME PARTIES"), DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. THE REFRAME PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY PRODUCT, OFFERING, CONTENT AND MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICES OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL.

THE REFRAME PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, PRODUCTS, OFFERINGS, CONTENT AND MATERIALS IN THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

NO ADVICE OR INFORMATION OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL REFRAME, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS BE LIABLE FOR ANY:

A. INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES);

B. DAMAGES ARISING OUT OF, OR RESULTING FROM:
(a) THE USE OR THE INABILITY TO USE THE SERVICES;
(b) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OUR SERVICES OR ANY SERVICES LINKED TO OUR SERVICES;
(c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES;
(d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES;
(f) ANY CHANGE WE MAKE TO THE SERVICES, OR ANY PERMANENT OR TEMPORARY CESSATION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(g) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH OUR USE OF THE SERVICES; OR
(h) ANY OTHER MATTER RELATING TO THE SERVICES.

THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN REFRAME AND YOU.

11. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Reframe, its affiliates and any of its or their respective third-party service providers, licensors and suppliers and any of the foregoing entities' respective officers, directors, employees, agents, successors and assigns (the "Indemnified Parties") from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all User Content); (b) any violation or alleged violation of these Terms & Conditions by you; (c) any violation of the rights of any other person or entity by you; or (d) any allegation that any materials that you make available or create through the Services infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter.

12. ADDITIONAL TERMS FOR MOBILE APPLICATIONS

The following additional terms apply with respect to any Mobile App that we provide to you:

a. Mobile App License. Subject to your compliance with these Terms & Conditions, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to download, install and use a copy of the Mobile App on a single mobile device or computer that you own or control. Furthermore, with respect to any Mobile App accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service.

b. Updates. We may from time to time, in our sole discretion, develop and provide Mobile App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

c. Third Party Materials. The Mobile App may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Reframe is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof.

d. Consent to Use of Data. You agree that we may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Mobile App. We may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

e. App Stores. You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App, e.g., the Apple iPhone or Android stores (each, an "App Store"). You acknowledge that these Terms & Conditions are between you and Reframe and not with the App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it.

13. GOVERNING LAW; VENUE

These Terms & Conditions and your use of the Services shall be governed by and construed in accordance with the laws of the State of Georgia, without resort to its conflict of law provisions. Any legal action, suit, or proceeding related to or arising under these Terms & Conditions must be brought exclusively in the federal or state courts located in Fulton County, Georgia, and you consent to the exclusive jurisdiction of those courts. You also waive any objection to venue in such courts.

Our headquarters are located at:
Glucobit Inc.
Atlanta, Georgia

14. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

You and Reframe agree that, except as set forth in this Section, any claim, dispute, or controversy between you and Reframe arising out of or relating in any way to these Terms & Conditions (including any alleged breach of these Terms & Conditions), the Services, or our relationship with you, shall be resolved by binding arbitration on an individual basis, rather than in court or through class action. You and Reframe agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Reframe are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms & Conditions and the termination of your relationship with Reframe.

Arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures, as modified by these Terms & Conditions. The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms & Conditions, including whether any claim is subject to arbitration.

15. MISCELLANEOUS

a. Electronic Signatures and Agreements. You acknowledge and agree that by clicking on the button labeled "Continue" or such similar links as may be designated by Reframe to accept these Terms & Conditions, you are submitting a legally binding electronic signature and are entering into a legally binding agreement. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms & Conditions.

b. Severability. If any provision of these Terms & Conditions is held invalid, illegal or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

c. Entire Agreement. These Terms & Conditions, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Reframe concerning your use of the Services.

d. Assignment. You may not assign or transfer these Terms & Conditions, by operation of law or otherwise, without Reframe's prior written consent. Any attempt by you to assign or transfer these Terms & Conditions without such consent will be null and void. Reframe may freely assign or transfer these Terms & Conditions without restriction. Subject to the foregoing, these Terms & Conditions will bind and inure to the benefit of the parties, their successors and permitted assigns.

e. Waiver. The failure of Reframe to enforce any right or provision of these Terms & Conditions will not be deemed a waiver of such right or provision.

f. Contact Information. If you have questions about these Terms & Conditions, please contact us at:

Glucobit Inc.
Atlanta, Georgia
Email: support@reframeapp.com