TERMS OF SERVICE

These Terms of Service ("Terms") govern your access to and use of the Occulytics website (the "Site") and the services provided through the Site, including the Market Intelligence, Lead Intelligence data/analytics and Lead Qualification API (collectively, the "Services"). These Terms constitute a legally binding agreement between you and Occulytics, Inc. ("Occulytics," "we," "us," or "our").

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1. ACCEPTANCE OF TERMS

By accessing or using the Site or Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Site or Services. If you are accessing or using the Site or Services on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. In such case, "you" and "your" will refer to both you individually and to that entity.

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2. DEFINITIONS

a. "Authorized Users" means individuals authorized by you to access and use the Services on your behalf.

b. "Client Data" means any data provided by or on behalf of you to Occulytics in connection with the Services.

c. "Competitor Community" means a senior living community identified by you as a competitor for purposes of benchmarking and competitive analysis.

d. "Confidential Information" means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "Confidential," "Proprietary" or some similar designation or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

e. "Licensed Data" means any data, reports, analysis, insights, or other outputs provided by Occulytics to you as part of the Services.

f. "Personal Information" means any information relating to an identified or identifiable natural person as defined in and subject to applicable data protection laws.

g. "Subject Community" means a senior living community specifically identified for analysis under the Services.

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3. ACCOUNTS AND REGISTRATION

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a. Account Creation. Access to certain features of the Services may require registration and the creation of an account. Occulytics will create accounts for clients internally. In the future, a client registration portal may be made available through the Site.

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b. Account Responsibilities. You are responsible for maintaining the confidentiality of your account login information and for all activities that occur under your account. You agree to immediately notify Occulytics of any unauthorized use of your account or any other breach of security. Occulytics will not be liable for any loss or damage arising from your failure to comply with this section.

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c. Accuracy of Information. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

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4. SERVICES AND LICENSE GRANTS

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a. Services Overview. Occulytics provides data analytics services focused on the senior housing industry, including Market Intelligence data/analytics and Lead Qualification API services.

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b. License Grant. Subject to your compliance with these Terms and payment of applicable fees, Occulytics grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable subscription term to: i. Access and use the Services solely for your internal business purposes; ii. Use the Licensed Data to generate internal reports and analyses; iii. Allow your Authorized Users to access and use the Services and Licensed Data as permitted under these Terms.

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c. Restrictions. You shall not, and shall not permit any third party to: i. Sublicense, sell, transfer, assign, distribute, or otherwise commercially exploit or make available the Services or Licensed Data to any third party; ii. Modify, make derivative works of, disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code or underlying ideas or algorithms of any part of the Services; iii. Copy, reproduce, or duplicate any feature, design, or component of the Services; iv. Access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes; v. Use the Services in any manner that exceeds the scope of use permitted under these Terms; vi. Use the Services to develop a competing product or service.

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d. Derivative Works. You may create derivative works from the Licensed Data solely for internal business purposes. Any derivative works created by you shall not be sublicensed, sold, transferred, assigned, distributed, or otherwise commercially exploited without the express written consent of Occulytics.

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e. API Use. If you use the Lead Qualification API, your use is subject to any additional terms and documentation provided by Occulytics, including but not limited to rate limits, authentication requirements, and data format specifications.

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5. FEES AND PAYMENT

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a. Fees. Access to and use of certain Services may require payment of fees as specified in a separate order form, service schedule, or other written agreement between you and Occulytics. All fees are exclusive of taxes, duties, or similar charges.

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b. Payment Terms. Payment will be handled through separate invoicing as agreed upon between you and Occulytics. All invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified.

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c. Late Payments. Any payment not received within thirty (30) days of the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. Additionally, Occulytics may suspend Services if payment remains overdue for thirty (30) days.

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d. Taxes. You are responsible for all applicable taxes, duties, fees, and other governmental charges associated with your use of the Services, excluding taxes based on Occulytics' net income.

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6. INTELLECTUAL PROPERTY RIGHTS

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a. Ownership by Occulytics. Occulytics retains all right, title, and interest in and to the Services, Licensed Data, and all related intellectual property rights, including but not limited to any modifications, improvements, and derivative works thereof created by Occulytics. Nothing in these Terms shall be construed to transfer any rights, title, or interest in the Services or Licensed Data to you except for the limited license rights expressly granted herein.

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b. Ownership by You. You retain all right, title, and interest in and to the Client Data. You hereby grant to Occulytics a non-exclusive, worldwide, royalty-free license during the term of your subscription to use, copy, transmit, and display the Client Data solely to provide the Services to you.

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c. Feedback. If you provide feedback, suggestions, or recommendations to Occulytics regarding the Services ("Feedback"), you hereby grant Occulytics a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, publicly perform, and publicly display such Feedback for any purpose.

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7. DATA PRIVACY AND SECURITY

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a. Data Privacy. Occulytics will comply with applicable data protection laws in connection with the Services. Occulytics' collection, use, and disclosure of Personal Information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

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b. Data Processing Relationship. You are the Business/Controller, determining the purposes and means of processing Personal Information. Occulytics acts as a Service Provider/Processor, processing Personal Information on your behalf in accordance with these Terms and all applicable data protection and privacy laws, including but not limited to the California Consumer Privacy Act ("CCPA").

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c. Processing Restrictions. With respect to the Personal Information Occulytics processes under these Terms, Occulytics shall not: i. Sell or share Personal Information; ii. Retain, use, or disclose the Personal Information for any purpose other than the specific purpose of performing the Services; iii. Retain, use, or disclose the Personal Information for any commercial purpose other than providing the Services.

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d. Security Measures. Occulytics will implement and maintain appropriate technical and organizational measures to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Such measures include, at minimum: i. Encryption of Personal Information during transmission and at rest; ii. Access controls and authentication requirements for personnel accessing Client Data; iii. Regular security assessments and testing; iv. Business continuity and disaster recovery capabilities.

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e. Data Retention and Destruction. Upon termination of your subscription, or upon your written request, Occulytics shall return or securely destroy all Client Data in its possession or control, unless retention is required by applicable law or for legitimate business purposes, subject to the confidentiality obligations herein.

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8. CONFIDENTIALITY

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a. Confidential Information. Each party acknowledges that it may have access to Confidential Information of the other party. Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such Confidential Information only for the purpose of exercising its rights and performing its obligations under these Terms.

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b. Protection. Each party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to protect the confidentiality of the other party's Confidential Information.

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c. Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of these Terms; (ii) was in the receiving party's possession or known by it prior to receipt from the disclosing party; (iii) was rightfully disclosed to the receiving party by a third party without restriction; or (iv) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

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d. Required Disclosure. If the receiving party is required by law or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide the disclosing party with advance notice prior to disclosure.

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9. PROHIBITED USES

You agree not to use the Site or Services for any unlawful purpose or in any way that:

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a. Violates these Terms or any applicable law, rule, or regulation;

b. Infringes the intellectual property rights of Occulytics or any third party;

c. Transmits any viruses, malware, or other malicious code;

d. Interferes with or disrupts the integrity or performance of the Site or Services;

e. Attempts to gain unauthorized access to the Site, Services, or related systems or networks;

f. Collects or harvests any information from the Site or Services using automated means (such as scraping, crawling, or spidering);

g. Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

h. Uses the Services to develop a competing product or service.

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10. TERM AND TERMINATION

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a. Term. These Terms will remain in effect until terminated as provided herein.

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b. Termination by You. You may terminate these Terms at any time by discontinuing your use of the Site and Services and providing notice to Occulytics.

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c. Termination by Occulytics. Occulytics may terminate or suspend your access to the Site or Services at any time, with or without cause, and with or without notice. In particular, Occulytics may terminate or suspend your access if: i. You breach any provision of these Terms; ii. You fail to pay any fees when due; iii. Occulytics reasonably believes that your use of the Site or Services poses a security risk or may harm Occulytics or any third party; iv. Occulytics is required to do so by law.

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d. Effect of Termination. Upon termination of these Terms: i. All rights and licenses granted to you under these Terms will immediately terminate; ii. You must cease all use of the Site and Services; iii. You must pay all outstanding fees accrued through the effective date of termination; iv. Sections of these Terms that by their nature should survive termination will survive, including but not limited to provisions relating to intellectual property, confidentiality, disclaimers, limitations of liability, and dispute resolution.

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e. Post-Termination Data Usage. Notwithstanding termination of these Terms, you shall retain the right to use any derivative works created during the term for internal business purposes only, as long as such use does not violate any other provision of these Terms.

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11. INDEMNIFICATION

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a. Indemnification by You. You agree to defend, indemnify, and hold harmless Occulytics and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from or relating to: i. Your use of the Site or Services in violation of these Terms; ii. Client Data or its collection, use, or disclosure; iii. Your violation of applicable laws or regulations; iv. Your violation of any third-party rights, including intellectual property rights.

b. Indemnification by Occulytics. Occulytics shall defend, indemnify, and hold harmless you from and against any third-party claims arising from allegations that the Services, when used as authorized under these Terms, infringe any U.S. intellectual property right.

c. Indemnification Procedures. The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim subject to indemnification; (ii) give the indemnifying party sole control over the defense and settlement of such claim; and (iii) provide reasonable cooperation to the indemnifying party, at the indemnifying party's expense.

d. Exclusions. Occulytics will have no obligation to indemnify you for any claim arising from: (i) your use of the Services in violation of these Terms; (ii) modification of the Services by anyone other than Occulytics; (iii) combination of the Services with products or services not provided by Occulytics; or (iv) your continued use of the Services after being notified of an infringement claim or being provided with modifications that would have avoided the alleged infringement.

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12. DISCLAIMERS

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." OCCULYTICS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

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OCCULYTICS DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. OCCULYTICS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SITE OR SERVICES.

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YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. OCCULYTICS DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SITE OR SERVICES.

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13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OCCULYTICS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES.

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EXCEPT IN CONNECTION WITH OCCULYTICS' INDEMNIFICATION OBLIGATIONS OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OCCULYTICS' TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO OCCULYTICS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

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THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OCCULYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

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14. DISPUTE RESOLUTION

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a. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

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b. Arbitration. Any dispute arising out of or relating to these Terms or the Site or Services shall be resolved exclusively through binding arbitration conducted in Chicago, Illinois in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

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c. Waiver of Class Actions. You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action basis; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

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d. Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights.

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15. GENERAL PROVISIONS

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a. Entire Agreement. These Terms, together with any additional terms referenced herein, constitute the entire agreement between you and Occulytics regarding the Site and Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter.

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b. Modification. Occulytics reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the amended Terms on the Site with a revised "Last Updated" date. Your continued use of the Site or Services after such changes constitutes your acceptance of the modified Terms.

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c. Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and the failure of Occulytics to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

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d. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

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e. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Occulytics. Occulytics may assign or transfer these Terms, in whole or in part, without restriction.

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f. Force Majeure. Occulytics shall not be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, governmental actions, war, terrorism, civil unrest, or interruptions of utilities or communications.

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g. Notices. All notices under these Terms shall be in writing and shall be deemed effective upon receipt when sent by email to the address you provided during registration or to the contact information listed on the Site for Occulytics.

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h. Relationship of the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, or agency relationship between you and Occulytics.

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i. Contact Information. If you have any questions about these Terms, please contact us at legal@occulytics.com.

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By using the Site or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

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