Hilo Terms and Conditions

Section 1: General provisions

1. Introduction & Definitions

1.1  We are Hilo, your blood pressure companion. These Terms & Conditions describe the terms and conditions applicable to Your use of hilo.com (the “Site ”), Hilo Band, Hilo Cuff and/or other electronic accessories (the “Products”), including the Hilo application (the “Hilo App”) (collectively, the “Services”). By purchasing, accessing, and/orusing the Ser- vices, You acknowledge and agree to be bound by these Terms in addition to any additional terms included in the Offer.

1.2  In case there is a conflict between the contents of these Terms and any terms in an Offer, the terms in the Offer shall prevail.

1.3  Capitalized words and expressions used in these Terms are defined as follows, other capitalized words and expressions are defined in the body of these Terms:

1.3.1  "Agreement": the agreement established between You and Hilo, including the accepted Order, these Terms and any annexes thereto;

1.3.2  "Hilo": Hilo is a trademark owned by Aktiia SA, a company with limited liability, incorporated under the laws of Switzerland, having its corporate seat in Neuchâtel (rue du Bassin 8a, 2000), trade register number CH-645-4117746-3. The term “Hilo” may irrespectively refer to the Hilo brand or to Aktiia SA and any of its subsidiaries, including Aktiia B.V., a company with limited liability, incorporated under the laws of the Netherlands, having its corporate seat in Waalwijk (Koetshuislaan 215, 5146 BM), trade register number 82016194, and Aktiia Australia Pty. a company with limited liability, incorporated under the laws of Australia, having its corporate seat in Sydney (Hall & Wilcox, Level 18 , 347 Kent Street , Sydney NSW 2000), Australian Company Number (ACN) 684 780 667 The specific legal entity you are contracting with depends on your country of residence, as outlined in clause 2.1 of these Terms;

1.3.3  "Fee": any costs or prices, whether non-recurring or periodic, such as the price for the Hilo Band or the Annual Hilo Subscription, You are obliged to pay to Hilo for the performance of any Services, as detailed in an Offer;

1.3.4  "Offer": a proposal of Hilo to perform Services on the terms of these Terms and any additional terms included in the Offer;

1.3.5  "Order": Your request to enter the Agreement and to access and use the Services as included in an Offer;

1.3.6  "Party": You or Hilo;

1.3.7  "Products": the Hilo Band or any other physical product (e.g. accessories) offered by Hilo;

1.3.9  "Hilo App": Software and SaaS-platforms offered by Hilo, to access the Services; 1.3.10 "Terms": these terms and conditions that are part of the Agreement between You and Hilo; 1.3.11 "Website": the Hilo Website, available at www.Hilo.com; and 1.3.12 "You"/”User”: a party who wishes to utilize or Order Products and/or Services from Hilo. 1 1.3.14 “Annual Hilo Subscription”: the recurring annual payment granting access to the Hilo Services for the duration of the Subscription Term.

1.3.15 “Subscription Term”: the twelve (12)-month period covered by the active Subscription, which automatically renews for successive twelve (12)-month periods unless cancelled in accordance with these Terms.

2. Offers and Agreement

2.1  If You live in Canada, these Terms apply between You and:

Hilo c/o Aktiia SA Rue du Bassin 8a, 2000 Neuchâtel Switzerland If you live in the European Economic Area, these Terms apply between You and:

Hilo c/o Aktiia B.V. Koetshuislaan 215 5146 BM Waalwijk The Netherlands

If you live in Australia, these Terms apply between You and:

Hilo c/o Aktiia Australia Pty Ltd Level 18 347 Kent Street Sydney NSW 2000 Australia

2.2  All Offers are conditional to You meeting the following conditions:

2.2.1  You do not intend to distribute, license, resell, or otherwise use the Products or Services for business or commercial purposes;

2.2.2  You must be an individual who is 18 years or older; and

2.2.3  You provide the information required by the Offer.

2.3  You acknowledge and agree that any images contained in Offers are indicative and that the Products and Services performed may differ from these images.

2.4  You acknowledge and agree that all Offers are non-binding and that an Agreement on the basis of an Offer is only final when Hilo confirms your Order.

2.5  Hilo may refuse to accept an Order at its own discretion, including but not limited to:

2.5.1  In relation to a previous dispute regarding payment of Fees for previous Orders;

2.5.2  The Products cannot be delivered or the Services cannot be performed, due to lack of stock or unexpected limitation of Hilo's resources;

2.5.3  There was an unmistakable error in the Fees included in the Offer; or

2.5.4  Hilo suspects that an Order was not placed in good faith.

3. Prices and payments

3.1  Unless stated otherwise, the Fees contained in an Offer are localized and displayed in the cur- rency of the country associated with Your location. Fees contained in Offers solely apply at that time.

3.2  The Fees included in an Offer include all costs associated with the offer , delivery of the Products (as applicable) or the performance of the Services for Subscription Term as described in the Offer, including taxes and customs and insurance charges.

3.3  To pay the Fees included in the Offer, You can solely utilize the methods of payment as included in the Offer.

4. Intellectual Property

4.1  You acknowledge and agree that all intellectual property rights (such as: copyrights, trademarks, tradenames) vesting in the Products, Services, Website, texts, photographs, images and other (promotional) materials are exclusively owned by Hilo (or are managed by Hilo with permission of the party entitled to such intellectual property rights). You acknowledge and agree that You shall not infringe these intellectual property rights.

5. Privacy

5.1  The provision of our Services may result in the processing of personal data. Our privacy notice explains how Hilo processes such personal data.

6. Liability and warranty

6.1  The Products and Services are provided for general information only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained fr om the Products or Services. Although we make reasonable efforts to update the information provided by the Products and Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. The use of the Products and Services is entirely at your own risk. Guarantees for the Products and Services are only given by Hilo if they are declared in writing (at least in text form) and are expressly designated as a guarantee.

6.2  You acknowledge and agree that, to the extent permitted by applicable law, Hilo is not liable for any indirect damages, including but not limited to consequential loss, loss of profits, corruption or loss of data or other intangible losses (even if we have been advised of the possibility of such damages).

6.3  Hilo is not liable for injuries caused by misuse of the Products, failure to follow instructions, or use of the Products with unauthorized accessories.

6.4  In the event Hilo is liable for damages for any reason, that liability is limited to the Fees actually paid for the Products or Services that resulted in the damages.

6.5  Nothing in these Terms or any Agreement excludes or limits our liability for damages resulting

from personal injury or death caused by our gross negligence, willful misconduct or a defect in the Product, as required by applicable law.

7. Complaints procedure

7.1  Please contact Hilo through the Website if You have any complaints about the execution of the Agreement.

7.2  Your complaint will be dealt with as soon as possible, yet at the latest within fourteen (14) days after receipt thereof. Should it take longer to finalize the complaint, a confirmation of your com- plaint will be sent within fourteen (14) days, to inform You when a substantive response can be expected.

8. Miscellaneous

8.1  You acknowledge and agree that if Hilo does not enforce parts of the Agreement, this cannot be regarded as a waiver of the right to enforce such obligations at a later stage.

8.2  The invalidity or unenforceability of any provision of the Agreement shall not affect any other provisions of the Agreement, unless any such provision is inextricably linked to the invalid or unenforceable provision. Any invalid or unenforceable provision shall be replaced or, insofar possible under applicable law, deemed to be replaced, by a valid and enforceable provision which differs as little as possible from the invalid or unenforceable provision and reflects the intent of the invalid or unenforceable provision.

9. Governing law and jurisdiction

9.1  These Terms and the Agreement, and any matter, claim or dispute arising in connection with it, whether contractual or non-contractual, is governed by the laws of Switzerland. This choice of law does not affect the protection You may have under mandatory law in Your country of resi- dence. The courts competent for Your place of residence shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement. In addition, You shall be entitled to submit claims also before the courts of Neuchâtel, Switzerland.

Section 2: Access and Use of the Services

This Section 2 only applies to Offers, Orders and Agreements in so far as these relate to the purchase of the Hilo Services

10. Access to Hilo Services When entering the Agreement, You are purchasing the Hilo Services that include both ((i) the Hilo Band and (ii) an Annual Hilo Subscription, providing access to the Hilo App and features for the duration of your active Subscription Term.

Annual Hilo Subscription As part of its annual subscription, Hilo offers various services and features to provide deeper insights into blood pressure data. The features and services included in the Subscription may be modified or discontinued at Hilo's discretion without prior notice. The Annual Hilo Subscription is offered through the periodic payment of Fees as part of a subscription

to our Services (“Subscription”). Subscription terms and details are displayed at the time of purchase of the Services. The provision of Services is conditional on a Subscription, with an initial term of one year. You may terminate the Agreement with a notice period of one month to the end of the initial term. Following the initial term, the Agreement shall be tacitly extended by a specific period, depending on the Subscription type. After such extension, You may terminate the Agreement. Such termination will be effective at the end of the active Subscription term. When You cancel a Subscription, You cancel only future charges for your Subscription. You will not receive a refund for the current Subscription Term you paid for, but You will continue to have full access to that Subscription until the end of that current Subscription Ter m. Cancellation does not entitle You to the refund of any previously paid Fees and you will not receive a prorated refund for the remainder of the Subscription Term. If a free trial is offered, the trial will transition to a paid Subscription at the end of the trial period unless cancelled by You before the trial ends. The specific terms of the trial, including its duration, will be displayed during activation and/or in the Offer. You are responsible for managing the Subscriptions, including cancellations and updates to billing in- formation. Subscription management is conducted through the respective platform (Apple or Google) and/or on the Hilo webshop where the purchase was made. The provisions of the Services will be rescinded if You do not pay the associated Periodic Fees in a timely manner, meaning within 30 days following the charging thereof by Hilo. Hilo shall update the Hilo App that is necessary for the Services to be provided, to ensure a seamless experience and access to the latest features. Such updates may also include updates that concern the security of the Hilo App.

11. Delivery of the Products

11.1  If You pay the Fees in instalments, Hilo retains title to the Products until payment has been made in full, unless otherwise agreed in writing.

11.2  You acknowledge and agree that Products shall only be delivered to the address specified in the Order and an Order governing multiple Products may be delivered in parts.

11.3  You acknowledge and agree that the delivery of a Product is subject to the accuracy of infor- mation You provide and Your cooperation, including by providing Hilo with additional infor- mation necessary for the delivery of a Product.

11.4  You acknowledge and agree that no rights can be derived from any dates of delivery that have been communicated to You. However, Hilo will make a first attempt to deliver the Product within 30 days unless otherwise specified in the Offer.

11.5  In case of undelivered or uncollected parcel at delivery office, Your Order will be automatically cancelled, and You will receive a full refund.

11.6  If Hilo is unable to deliver a Product, Hilo may cancel (parts of) an Order. In such case, any Fees paid for the delivery of Products which could not have been delivered shall be repaid within a reasonable period of time.

11.7  An Offer may state that a Product can be delivered through 'express delivery' as described in this article (Express Delivery). Express Delivery may only be available for certain territories as described in the Offer and may include additional Fees as described in the Offer.

11.8  Subject to the payment of the Fees associated with the Order, the following applies to all

Deliveries: 11.8.1 Hilo shall process and dispatch all Orders placed before 12pm Local Time on Mondays through Fridays (excluding national holidays) within two business days; 11.8.2 All other Orders shall be processed and dispatched by Hilo on the following working day, or in accordance with shipping information provided during Your Order (e.g. pre - orders).

12. Return and withdrawal

12.1  In accordance with applicable laws on distance selling transactions, we offer our customers a right of withdrawal without giving any reason. You have the right to exercise the right of with- drawal within fourteen days without giving any reason. The withdrawal period shall be fourteen days from the day on which you or a third party other than the carrier designated by you takes possession of the goods. To comply with the withdrawal period, it is sufficient that You send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

12.2  To exercise Your right of withdrawal, You must notify us of Your decision to withdraw from this contract by means of a clear statement. To do so, You may then contact us through the chatbot (Orders / Returns section) on the Help Center / FAQ page available on the Website. Alternatively, you may also send us a letter by post to Hilo c/o Aktiia SA, Rue du Bassin 8A – 2000 Neuchâtel – Switzerland, to notify us of Your decision to withdraw.

12.3  You can also electronically complete and submit another clear statement to us. If you make use of this option, we will immediately send You a confirmation of receipt of such a withdrawal (e.g., by email).

12.4  You must return or hand over the Product (incl. Hilo Band) to us promptly and in any event no later than fourteen days from the date on which you notify us that You have cancelled this con- tract. This deadline is met if You send the goods before the expiry of the fourteen -day period. You will bear the direct cost of returning the Product (incl. Hilo Band). You only have to pay for any loss of value of the goods if this loss of value is due to handling of the goods which is not necessary to check their quality, properties, and functioning.

12.5  Hilo is only obliged to accept the return of a Product if: 12.5.1 You notify us of Your wish to return a Product during the fourteen (14) days following the delivery of a Product; 12.5.2 You have handled the Product and packaging with care; 12.5.3 You have not broken any seal on the Product's packaging (our Product is a Medical Device which cannot be returned for health or hygiene reasons if the seal has been broken, in accordance with applicable laws); and 12.5.4 You follow the instructions for the return of a Product as communicated by Hilo in this article 12.

12.6  You acknowledge and agree that You are responsible for the shipping and return costs of the Product. In order to facilitate the return Process, Hilo may provide You with a pre -filled return label, and a deduction amounting to the costs of return will be a pplied to your refund to cover such costs.

12.7  If You choose to directly return and ship Your Product using the courier of your choice. In this case, our Customer Support Team will share the address to be used to return the Product. Please do not ship your item to any other address or utilizing any other method than as instructed by Hilo. The Products are your responsibility until they reach our warehouse. As a result, before

returning the Product, You must ensure that it is properly protected and sealed so that it does not suffer any damage during transport. We recommend You obtain a proof of postage. Any foreign taxes or customs charges paid by Hilo upon a return initiated by You will be deducted from the refunded amount.

12.8  If You withdraw from the contract, we will refund all payments we have received from You, including delivery costs (with the exception of additional costs resulting from Your choice of a delivery method other than the cheapest standard delivery offered by us), immediately and at the latest within fourteen days from the day on which we received notification of Your withdrawal from this contract. For this refund, we will use the same means of payment that You used for the original transaction, unless expressly agreed otherwise with You. We may refuse repayment until we have received the goods back or until You have provided proof that You have returned the goods, whichever is earlier.

12.9  Return of a good without a declaration of withdrawal does not suffice to express your wish to withdraw.

13. Non-conformity

13.1  In so far as required under applicable law, Hilo shall - at no charge to You - repair and/or replace any parts of the Product that do not adhere to Your reasonable expectations of the Product based on the Agreement during two (2) years starting from the date of the delivery of the Product

13.2  Article 13.1 does not apply to, and Hilo is not liable for: 13.2.1 damage resulting from an accident, flood, fire, misuse, abuse, or ordinary wear and tear, including scratches and dents; 13.2.2 consumable (‘wear and tear’) parts included in the Product, such as batteries, straps, unless the damage is the result of a defect in the material or workmanship; 13.2.3 damage that occurs when You do not use the Product in accordance with the instructions accompanying the Product or available on the Website; 13.2.4 damage resulting from negligence, modifications, attempted repair via unauthorised party, improper storage or transport; 13.2.5 damage resulting from third party services, from tampering with the Product or altera- tions made to the Product without authorization of Hilo; or 13.2.6 use of the Product with any application or software not developed or endorsed by Hilo.

13.3  You acknowledge and agree that – when article 13.1 applies – You may choose to have the Product repaired or replaced. Hilo may choose to refuse to repair and/or replace the Product if performing such action would be impossible or would impose disproportionate costs or efforts on Hilo.

13.4  If Hilo refuses or is unable to both repair and replace the Product, You shall be entitled to a (partial) repayment of the Fees as determined by Hilo or, if the issue with the Product is major, You may instead choose to terminate the Agreement in so far a s it concerns the sale of the Product.

13.5  You acknowledge and agree that your personal entitlement to the warranty in article 13.1 must be evidenced by You, e.g. by the original invoice for the purchase of the Product in question, as issued by Hilo.

13.6  Any valid warranty on a Product is passed on to potential buyers of second -hand devices, upon presentation of the original invoice evidencing the date of initial purchase.

13.7  If You wish to utilize the warranty in article 13.1, You shall contact Hilo’s Customer Support

Team through the chatbot on the Help Center / FAQ page available on the Website.

13.8  You acknowledge and agree to follow all reasonable instructions by Hilo in relation to Your appeal on the warranty, including shipping the Product.

13.9  You acknowledge and agree that Hilo shall only return or replace Products provided under the warranty to countries where the Product can be purchased from. If a return is required, Hilo will provide you a free of charge return shipping label to be used to return the item. Only items shipped utilizing the provided label will be accepted. Please do not ship your item to any other address or utilizing any other method than as instructed by Hilo. Once the Product has been received, it will be inspected to determine if it meets the conditions set out in this section 13. If the warranty conditions are met, we will either repair or replace the defective Product. Product warranty as well as Product Support is only applicable and effective in the territories where Hilo’s Products are or have been commercialized. Replacement Products may only be shipped to countries where the Product is marketed. 13.10 You acknowledge and agree that the original warranty period as detailed in article 13.1 continues to apply for any Product that Hilo replaces, without granting any extension of the warranty pe- riod, to the extent permitted by applicable law.

Section 3: Provision of Hilo App

This Section 3 only applies to Offers, Orders, and Agreements in so far as these relate to the provision of our Hilo App.

14. License

14.1  Subject to Your compliance with the Agreement governing the provision of the Hilo App, Hilo grants You a non-exclusive, non-transferable, non-assignable, revocable and limited, non-subli- censable license to the Hilo App for Your personal use. Except as stipulated otherwise in these Terms, You are expressly prohibited from utilizing the Hilo App on behalf or for the benefit of any third party. Hilo and/or our licensors reserve all rights on any Hilo App provided.

14.2  Unless allowed by applicable law, You may not: 14.2.1 copy, reproduce, frame, mirror, crawl, republish, modify, create derivatives of, any part of the Hilo App; 14.2.2 access or attempt to access the source code of the Hilo App, attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Hilo App or their infrastructure; 14.2.3 introduce or attempt to introduce Trojan horses, time bombs or other programs designed to damage, cause adverse effects, intercept or counteract any system, data or personal information; 14.2.4 access or use the Website, the Mobile Application or the Services for the purpose of building a competitive Product or service or copying its features or user interface; or 14.2.5 provide access to the Hilo App to third parties.

14.3  The Hilo App may allow You to upload, publish or transmit content manually, such as log in- formation, survey data, notes, sleeping schedule and medication ("User Content"). Hilo may use Your User Consent to the extent required to provide, monitor and improve the Products and Services. Provided Hilo makes reasonable effort to anonymise the User Content, Hilo reserves the right to use Your User Content for scientific publications, to generate recommendations that

are useful to other users, for developing and marketing existing and new Products and Services and for statistical analysis; to this end, You hereby grant Hilo a worldwide, free of charge, per- petual, irrevocable, transferable, assignable license, with right of sublicense, to use Your User Content for those purposes. Hilo reserves the right to adjust, refuse or remove any User Content at its sole discretion.

15. Provision of the Hilo App

15.1  You acknowledge and agree that You are responsible for procuring and maintaining (at Your expenses) any equipment and software required to access the Hilo App.

15.2  You acknowledge and agree that certain features of the Hilo App are only available through a personal account which is associated with Your personal login credentials (an "Account"). You acknowledge and agree that You are responsible for the confidentiality of Your Account.

15.3  You acknowledge and agree that You are fully liable for any losses and/or damages that Hilo may incur from Your use of the Hilo App, unless you are not responsible for the losses and/or damages.

15.4  You represent and warrant that your use of the Hilo App and that your User Content, shall not: 15.4.1 infringe, or cause a third party to infringe, any applicable law or regulation; 15.4.2 infringe any intellectual property right, or other proprietary rights or right of publicity or privacy; 15.4.3 be unlawful; 15.4.4 include any false, incomplete or inaccurate information about yourself, or any infor- mation about any other individual, company or other legal entity, or be defamatory or trade libelous; 15.4.5 be obscene or contain pornography; or 15.4.6 be improper or include obscene language.

15.5  Hilo may, in accordance with the statutory provisions, temporarily or permanently refuse, sus- pend, cancel or terminate your Account, any information relating in addition to that, and/or Your access and/or use to all or part of the Hilo App if You are in breach of the Agreement.