SODA HEALTH END USER PORTAL

TERMS OF SERVICE

LAST REVISED ON: OCTOBER 26, 2022

Soda Health, Inc. (“Soda Health”, “us”, “our”, and “we”) provides health care solutions on behalf of sponsoring organizations (“Sponsors”). Soda Health helps Sponsors with the design, management and implementation of benefit programs (“Program(s)”) for Sponsor’s members (“End User”, “you” or “your”). We have established the End User Portal (“Portal”) and our mobile application (“App”) to provide End Users with an ability to engage with, and track your participation in, the Program and to enable us to provide other related services on behalf of our Sponsors in connection with the Program (collectively, the “Services”).

These Terms of Service (“Terms”) govern your access to and use of the Services as well as your relationship with Soda Health. Certain features of the Services and your relationship with Soda Health may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms do not govern your eligibility to participate in any Program or the benefits that you will receive under an applicable Program, which are governed by your relationship with the applicable Sponsor of your Program. The benefits of each Program are provided to you by your Sponsor and not by Soda Health. Your Sponsor has primary control and responsibility over the quality, timing, legality, provision, of any benefits provided by Sponsors to you. If you have questions or concerns about your ability to access certain aspects of the Program, or receive certain Services from Soda Health, please direct such questions and concerns to the Sponsor via the contact information provided in your Program materials.

In connection with a particular Program, you may receive a bank-issued card (“Card”) to use certain benefits that you may receive under the applicable Program. We are not a bank and do not issue the Card. These Terms do not apply to such Card, which is governed by the agreement between you and the issuing bank (“Bank”) provided to you at the time you receive the Card (“Cardholder Agreement”). The Cardholder Agreement provides all terms and conditions that apply with respect to your use of, and transactions with respect to, the Card, including any dispute resolution related thereto. If you have questions or concerns about your Card or the Cardholder Agreement, please direct such questions or concerns via the contact information provided in your Program materials. For avoidance of doubt, the Cardholder Agreement is an agreement between you and Bank, not Soda Health, and in the event of any inconsistency between these Terms and the Cardholder Agreement, the Cardholder Agreement shall govern your use of the Card and your relationship with Bank.

BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS (WHETHER ONLINE OR THROUGH AN INTERACTIVE VOICE RESPONSE PROCESS), DOWNLOADING THE APP, OR ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF YOURSELF OR YOUR DEPENDENTS (AS APPLICABLE). IF YOU ARE A PARENT OR GUARDIAN OF A MINOR UNDER 18 YEARS OF AGE AND YOU ALLOW THAT MINOR TO ACCESS OR USE THE SERVICES, YOU REPRESENT THAT YOU (1) HAVE THE AUTHORITY TO ALLOW THE MINOR TO ACCESS OR USE THE SERVICES, AND (2) WILL OVERSEE THE MINOR’S ACCESS OR USE OF THE SERVICES. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD UNLESS YOU ARE AUTHORIZED BY A PARENT OR LEGAL GUARDIAN IN ACCORDANCE WITH THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU MAY NOT ACCESS AND/OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 9 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND SODA HEALTH WITH RESPECT TO THIS AGREEMENT. AMONG OTHER THINGS, SECTION 9 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 9 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 9 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. ACCOUNT

1.1Account Creation. To access and use certain features of the Services, you may be required to register for an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (i) all required information you submit in connection therewith is truthful and accurate; and (ii) you will maintain the accuracy of such information. You acknowledge that the Sponsor on behalf of which the Services are provided to you may suspend or terminate your Account at any time.

1.2Account Responsibilities. You are responsible for all activities that occur under your Account. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You will immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Soda Health cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.3Account Ownership. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Soda Health and/or the Sponsor through which the Services are made available to you.

1.4Necessary Equipment. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Services.

2. ACCESS TO AND USE OF THE SERVICES

2.1Use of the Service and App License. Subject to these Terms, and upon direction by a Sponsor, Soda Health grants you a non-transferable, non-exclusive, revocable, limited right and license to (a) use and access the Services, and (b) download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App, each of (a) and (b) solely for your own personal, noncommercial use. Furthermore, with respect to any 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 Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.

2.2Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

2.3Modification; Updates. You understand that the Services are evolving. As a result, Soda Health may require you to accept updates to the App(s) installed on your computer or mobile device. Soda Health reserves the right, at any time, to modify, suspend, or terminate your rights to use the Services (in whole or in part), including for any use of the Services in violation of these Terms or at the direction of a Sponsor.

2.4No Support or Maintenance. You acknowledge and agree that Soda Health will have no obligation to provide you with any support or maintenance in connection with the Services.

2.5Ownership; Trademarks. Excluding any End User Content (defined in Section 3.1 below) that you may provide, you acknowledge that all rights, title and interest in the Services and its content (including the intellectual property rights, such as copyrights, patents, trademarks, and trade secrets) are owned by Soda Health, Sponsors, or our and Sponsors’ licensors or suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such rights, except for the limited access rights expressly set forth in Section 2.1. Soda Health, Sponsors, and our and Sponsors’ suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. “Soda Health” and all graphics, trade names, logos and service marks (“Marks”) used on or in connection with the Services are the trademarks of Soda Health, Sponsors, and our and Sponsors’ suppliers and may not be used without permission in connection with your, or any third-party’s, products or services. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

2.6YOUR CONSENT TO RECEIVE CALLS AND OTHER COMMUNICATONS.. BY AGREEING TO THESE TERMS, YOU ARE SIGNING AN AGREEMENT TO RECEIVE COMMUNICATIONS FROM US, EITHER SENT OR INITIATED DIRECTLY BY US OR SENT OR INITIATED BY US ON BEHALF OF OUR SPONSORS, INCLUDING VIA E-MAIL, CALLS, AND PUSH NOTIFICATIONS. YOU AGREE THAT CALLS OR PRERECORDED MESSAGES MAY BE INITIATED BY AUTOMATIC TELEPHONE DIALING SYSTEMS OR OTHER AUTOMATED SYSTEMS FOR THE SELECTION OR DIALING OF NUMBERS AND MAY BE DIRECTED TO ANY TELEPHONE NUMBER YOU PROVIDE TO US OR OUR SPONSORS. 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, AND COMMUNICATIONS CONCERNING OFFERS BY US, SPONSORS OR OUR THIRD-PARTY PARTNERS. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL CALLS AS A CONDITION OF ANY PURCHASE. You acknowledge and agree that Soda Health does not control the communications that a Sponsor may make directly to you or through their other service providers. From time to time, Soda Health may offer you opportunities to opt in separately to mobile message programs operated by us on behalf of your Sponsor that enable you to receive recurring SMS and/or MMS messages about the Services and related offers and transactions powered by Soda Health at the telephone number you use to enroll. By opting into such mobile message programs, you agree to be bound by any supplemental terms governing such programs that are identified during the program enrollment process and agree that such mobile message program terms are incorporated by reference into these Terms.

3. END USER CONTENT

3.1End User Content. “End User Content”means any and all information and content that an End User submits to, or uses with, the Services (e.g., End User’s name and contact information). You are solely responsible for your End User Content. You assume all risks associated with use of your End User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your End User Content that personally identifies you or any third party. Because you alone are responsible for your End User Content, you may expose yourself to liability if, for example, your End User Content violates these Terms. Soda Health is not obligated to backup any End User Content, and your End User Content may be deleted at any time without prior notice. You represent and warrant that you shall not use the Services to collect, upload, transmit, display, or distribute any End User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

3.2License to End User Content. Subject to any applicable Account settings that you select, you grant Soda Health a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non- exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display End User Content (in whole or in part) for the purposes of operating and providing the Services to you. You represent and warrant that the holder of any worldwide intellectual property right, including moral rights, in End User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Soda Health, are responsible for all End User Content that you make available on or through the Services. Notwithstanding anything to the contrary in these Terms, Soda Health may aggregate and/or de-identify the End User Content and other information provided by you as well as including information and data on how the Services are used by you and other End Users. Soda Health reserves the right to disclose to and share such End User Content and other information and data with Sponsors and other third parties in an anonymous and aggregate form at its discretion and to use such information and data to provide, improve or evolve the Services and for any other legitimate business purposes.

3.3Partner Data. You acknowledge that Soda Health receives information about you and your participation in the Program from our partners and suppliers, including but not limited to, Banks, Sponsors, merchants and their respective service providers (“Partners”), in connection with providing our service to Sponsors (“Partner-Provided Data”), including transaction and account information regarding your use of the Card and Program benefits. We use the Partner-Provided Data in accordance with the terms agreed with such Partners, but you also acknowledge and agree that we can use and share Partner-Provider Data with your Sponsor and our Partners for the purposes of administering Programs on behalf of Sponsors, including to authorize transactions, to report on the use and effectiveness of the Program, to assist our Partners with responding to questions or dispute resolution and to improve our products and services.

3.4End User Conduct. You represent and warrant that you shall not: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (iv) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; or (v) use software or automated agents or scripts to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the publicly available Soda Health website for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.5Enforcement. We reserve the right (but have no obligation) to review any End User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person, including Sponsors. Such action may include removing or modifying your End User Content and/or, where required by applicable law, reporting you to law enforcement authorities.

3.6Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Soda Health (“Feedback”) is at your own risk and that Soda Health has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Soda Health a fully paid, royalty-free, perpetual, irrevocable, worldwide, transferable, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Soda Health’s business.

4. THIRD-PARTY SERVICE

4.1Sponsors. The Services are designed to be used to facilitate the provision of services and benefits on behalf of Sponsor. All matters concerning the services and benefits in connection with a Program provided to you by Sponsor are solely between you and Sponsor. Soda Health makes no warranties or representations whatsoever with regard to any services or benefits provided by Sponsor. You will not consider Soda Health, nor will Soda Health be construed as, a party to the agreement between you and Sponsor, whether or not Soda Health receives revenue or other remuneration in connection with the Program, nor will Soda Health be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the provision of benefits or services by Sponsor to you.

4.2Third-Party Links. The Services may contain links to third-party websites and services (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Soda Health, and Soda Health is not responsible for any Third-Party Links. Soda Health provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and you should apply a suitable level of caution and discretion in doing so. When you click on any of the Third- Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

4.3Accessing and Downloading the App from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a)You acknowledge and agree that (i) these Terms are between you and Soda Health only, and not Apple, and (ii) Soda Health, not Apple, are solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(c)In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As among Soda Health and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Soda Health.

(d)You and Soda Health acknowledge that, as between Soda Health and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e)You and Soda Health acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Soda Health and Apple, Soda Health, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

(f)You and Soda Health acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(g)Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

5. INDEMNIFICATION

You agree to indemnify and hold Soda Health (including its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your End User Content. Soda Health reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Soda Health. Soda Health will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

6. DISCLAIMERS

6.1As-Is; No Implied Warranties. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND SODA HEALTH (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6.2No Control Over Program Terms. YOU HEREBY ACKNOWLEDGE AND AGREE THAT SPONSOR, NOT SODA HEALTH, CONTROLS THE ELIGIBILITY AND TERMS UPON WHICH THE BENEFITS OF A PROGRAM ARE PROVIDED TO YOU. YOU ACKNOWLEDGE AND AGREE THAT SODA HEALH IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SODA HEALTH LIABLE, FOR THE TERMS OF A PROGRAM OR THE DECISIONS OR CONDUCT OF A SPONSOR.

6.3No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SODA HEALTH IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SODA HEALTH LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND COMMERCIAL ENTITIES INVOLVED IN A PROGRAM, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

7. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SODA HEALTH (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SODA HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE FULLEST EXTENT PROVIDED BY LAW, SODA HEALTH WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS ($100); OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF SODA HEALTH FOR: (i) DEATH OR PERSONAL INJURY CAUSED BY SODA HEALTH’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY SODA HEALTH’S FRAUD OR FRAUDULENT MISREPRESENTATION.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SODA HEALTH AND YOU.

8. TERM AND TERMINATION

Subject to this Section, these Terms commence on the date you accept them (as described in the preamble above) and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms. We or Sponsor may suspend or terminate your rights to use the Services or your Account at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. If your relationship with your Sponsor or the Program ends, you may no longer have access to the Services. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. Soda Health will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2, 2.5, 3.6, 5 through 10.

9. ARBITRATION AGREEMENT

9.1Applicability of Arbitration Agreement. Subject to the terms of this Section 9 (the “Arbitration Agreement”), you and Soda Health agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, or the Terms and prior versions of the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and Soda Health may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Soda Health may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms. This Section 9 does not pertain to disputes between you and a Sponsor, or between you and a Bank, which will be governed under your relationship with such entities.

9.2Informal Dispute Resolution. There might be instances when a Dispute arises between you and Soda Health. If that occurs, Soda Health is committed to working with you to reach a reasonable resolution. You and Soda Health agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. You and Soda Health therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Soda Health that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to info@sodahealth.com. The Notice must include: (a) your name, telephone number, mailing address, e-mail address associated with your Account; (b) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (c) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

9.3Waiver of Jury Trial. YOU AND SODA HEALTH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Soda Health are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.4Waiver of Class and Other Non-Individualized Relief. YOU AND SODA HEALTH AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 9.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under subsection 9.9 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Soda Health agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Soda Health from participating in a class-wide settlement of claims.

9.5Rules and Forum. The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Soda Health agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer-Rules-Web_0.pdf

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Soda Health otherwise agree, or the Batch Arbitration process discussed in subsection 9.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.

You and Soda Health agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

9.6Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 9.9 is triggered, the AAA will appoint the arbitrator for each batch.

9.7Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

9.8Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Soda Health need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

9.9Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Soda Health agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Soda Health by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Soda Health.

You and Soda Health agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

9.1030-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to info@sodahealth.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

9.11Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Soda Health as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

9.12Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Soda Health makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Soda Health at info@sodahealth.com, your continued use of the Soda Health Services and/or Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Soda Health Services, any communications you receive, any products sold or distributed through the Services, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Soda Health will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

10. GENERAL

10.1Changes. These Terms are subject to change by Soda Health in its discretion from time to time. When changes are made, Soda Health will make a new copy of the Terms of Service available on the Portal. We will also update the “Last Revised” date at the top of the Terms. If we make any material changes, and you have registered with us to create an Account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Portal for existing End Users. Soda Health may, in its discretion, require you to provide consent to the updated Terms a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services.

10.2Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Soda Health may freely assign these Terms. These Terms shall be binding upon assignees.

10.3Force Majeure. Soda Health shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, weather, diseases, pandemics, public health emergencies, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

10.4Export. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in 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. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Soda Health are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Soda Health products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

10.5Disclosures. Soda Health is located at 1471 Le Chesnay Drive, Centerton, Arkansas 72719. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

10.6Electronic Communications. The communications between you and Soda Health may take place using electronic means, whether you use the Services or send us emails, or whether Soda Health posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Soda Health in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Soda Health provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

10.7Governing Law. THESE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Soda Health agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in New York, New York.

10.8Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.9Severability. If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

10.10Copyright Information. Copyright © 2022 Soda Health, Inc. All rights reserved.

10.11Notices. All notices, requests, or other communications or documents to be given under this Agreement shall be in writing and addressed to the person(s), and at the addresses set forth below:

Notices shall be deemed effective: (i) when delivered by hand; (ii) one day after posting with a recognized express delivery service specifying priority overnight delivery with written verification of receipt (in the case of internal domestic U.S. deliveries); (iii) three days after posting with a recognized international express delivery service specifying priority international delivery with written verification of receipt (in the case of international deliveries); or (iv) when sent by e-mail with confirmation of transmission by the transmitting equipment. Each party may designate a different address or contact person by notice given in the manner provided in this Section.

10.12Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

10.13International Users. The Services are provided in the United States of America, including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction, only. The Services may technically be accessible from countries around the world and may contain references to Services and content that are not available in your country. This accessibility or those references do not imply that Soda Health intends to announce such Services or content in your country. Company makes no representations that the Services are appropriate or available for use in other locations.