Terms of Use – ARIA Marketplace

1. Preliminary

1. These terms of use (“ToU”) govern the relationship between DCENTRIC HEALTH LTD a company formed under the laws of the Republic of Cyprus with registration Number ΗΕ 391425, registered office at 7 Agiou Mina Str. Panorama Residence Block B, Flat 101 Limassol P.C 4104 (“Dcentric”, “we”, “us”, “our” or “ours”) doing business as Aria Health and our registered users on the Aria mobile application (hereinafter collectively referred to, for the purposes of these ToU only as “User”, “Users”, “you”, “your”). These ToU govern your access and participation in, our data marketplace platform (“Aria Marketplace”) via the Aria mobile application (“My Aria App”).

2. The Aria Marketplace is where we provide you with the opportunity to securely share your pseudonymized health data (“medical records”) which are collected by you from specified onboarded hospitals and medical facilities that are part of Dcentric’s network (“Partner Medical Facility(ies)”) as detailed in the My Aria App Terms and Conditions (“Terms”). You may opt-in to participate in the Aria Marketplace via the Marketplace tab in the My Aria App. These medical records may be shared by you with medical researchers and life science companies, analytics and consulting firms, healthcare payers, medical device manufacturers and universities (“Marketplace Data Recipient(s)”). These medical records may be shared by you for scientific and research purposes, in compliance with Applicable Law (as defined in the Terms), in exchange for rewards. The choice to share your medical records with the Aria Marketplace is entirely up to you; the Aria Marketplace is merely a tool you can use to securely send your medical records, should you choose to share it.

3. We are committed to a robust pseudonymization and encryption process to guarantee the utmost privacy and security of your medical records. Please read Sections 1.4, 1.5 and 1.6 carefully to understand the status and the careful handling of your medical records at various stages, both before and after sharing with Marketplace Data Recipients:

4. On the My Aria App account you have the option to grant consent for retrieving your medical records from your Partner Medical Facilities to store it on the My Aria App (as explained in the Terms). Your selected Partner Medical Facility will remove any personally identifiable information from the Electronic Health Records (EHR) they hold relating to you. This process makes your medical records pseudonymized, meaning that they no longer contain information that can directly identify you.

5. Before we store your medical records on Dcentric’s Servers, we double pseudonymize it to safeguard your privacy. The medical records are then stored in encrypted format on Dcentric’s Servers, making it even more challenging for anyone, to trace your medical records back to you. The medical records are encrypted with the keys generated by the specific blockchain wallet that is issued to you as part of the My Aria App and are decryptable only by you, using your private key. .

6. In the hands of the Marketplace Data Recipients, your medical records are entirely dissociated from any identifiable User, making it anonymous. In practical terms, this means that your medical records are completely de-identified and devoid of any connections to specific Users. The Marketplace Data Recipient does not possess the necessary information or keys required to reverse engineer the medical records in an attempt to identify you. Their access is strictly limited to the de-identified, medical records for the purpose of research, analysis, or other approved uses as outlined in these ToU. This makes your medical records anonymous in the hands of Marketplace Data Recipients.

7. Our ecosystem includes our website namely https://www.myaria.health/ (“Website”), My Aria App, Aria Connect Platform, the Aria Marketplace and our platform for marketplace data recipients (collectively referred to as “Platform”).

8. These ToU, together with the Marketplace Data Use Notice (“Data Use Notice”), Privacy Policy (“Privacy Policy”), Terms, and any other terms, conditions, manuals, and policies published on our Website and on the My Aria App are included in these ToU by reference and govern your access to, and participation in the Aria Marketplace.

9. By using the Aria Marketplace, you acknowledge that you have read these ToU carefully and agree to comply with and to be bound by all the ToU present herein. If you do not agree to be bound by any provision of the ToU, you must not use the Aria Marketplace.

10. By using the Aria Marketplace, you consent to the collection, use, and disclosure of your medical records as described in our Privacy Policy and in the Data Use Notice. Further, details about our security and privacy practices in the Aria Marketplace can be found in our Data Use Notice.

11. Please note that the Platform is currently in its pilot stage and may not operate as expected. As the Platform develops to serve you better, some changes will be incorporated to these ToU or other stipulations may be incorporated by reference. You acknowledge that we reserve the right to modify or terminate any portion of these ToU from time to time, for any reason. We will notify you via email of any amendments to these ToU on a best effort basis, however we are not obligated to do so. Your continued use of the Aria Marketplace after the amendment of these ToU shall signify the acceptance of the amendments. You can review the most current version at any time on this page.

12. Any capitalised words not defined in these ToU shall have the meanings ascribed to them in the Terms. In case of any conflict between these ToU and the Terms, these ToU shall prevail.

2. Services

1. When you register with the My Aria App, you give a license to Dcentric to process, and store your medical records procured with your consent from our Partner Medical Facilities in Dcentric’s Servers. Your other Personal Data (as defined in the Privacy Policy) is collected directly from you upon your registration to the My Aria App and is held separately from your medical records(as explained in the Terms).

2. If you opt-in to the Aria Marketplace, your medical records will be searchable by Marketplace Data Recipients only for the specific purposes explicitly consented to by you (as detailed in section 4).

3. As Marketplace Data Recipients will likely be located outside of the United Arab Emirates (“UAE”), we will only allow the use of medical records for purposes permitted under the Cabinet Decision No. (51) of year 2021 on exemption for storage and transfer of health records and information issued under the Federal Law No. 2 of 2019 Concerning the Use of Information and Communication Technology, or where we have received approval from the concerned health authority.

4. Dcentric only works with reputable and sizable Marketplace Data Recipients who can prove they robustly meet compliance and ethical standards, and that they will use medical records for appropriate purposes. More information on how we shortlist Marketplace Data Recipients is available in the Terms.

5. Marketplace Data Recipients sign data processing agreements with Dcentric to be able to access your medical records. Before contracting, Marketplace Data Recipients will be verified for their legal, regulatory and bioethics standards and right to access medical records and must provide supporting documentation to confirm their compliance and ethical standards, as well as agree to Dcentric’s terms, conditions, manuals, and policies before being permitted to access or use the Aria Marketplace. For specific data use cases, Marketplace Data Recipients are asked to furnish legal incorporation documents and license documents.

6. Marketplace Data Recipients will access a web portal which will allow for discovery of your medical records. Your medical records will not move from Dcentric’s Servers but will only be marked as ‘visible to the Aria Marketplace’ so it can be searched for as per the parameters of the Marketplace Data Recipient’s request.

7. Marketplace Data Recipients will receive your medical records. Further, your age and gender collected from you upon your registration to the My Aria App will be shared with the Marketplace Data Recipients.

8. The services described in this section, for the purpose of reading these ToU, shall cumulatively be described as (“Services”).

3. Eligible Users

1. The Aria Marketplace is not for use by anyone under the age of 18. Your participation in the Aria Marketplace constitutes your confirmation that you are 18 or older. If you do not agree to be bound to any provision of these ToU, or if you are under 18 years of age, you are not authorized to access the Aria Marketplace, and Dcentric will have no liability whatsoever arising out of your unauthorized use.

2. You hereby confirm that you are legally able to share your medical records with Marketplace Data Recipients, and that you are legally able to accept these ToU.

3. Users must be natural persons who have accessed Partner Medical Facilities in the UAE.

4. You may only use the Services if you are not barred under any Applicable Law from doing so. If you are resident in a country, embargoed by UAE or under Applicable Law, from receiving the Services, you are not permitted to access and use the Aria Marketplace.

5. You hereby confirm that your Personal Data such as date of birth and gender that you share through the Aria Marketplace are accurate, true, current, and complete.

4. Opting-In to the ARIA Marketplace

1. If you choose to opt-in to the Aria Marketplace, you will be able to control the purposes for which your medical records are used by Marketplace Data Recipients through explicit consent. The explicit consent is a dynamic consent approach that lets you engage via an interactive personalized interface as much or as little as you prefer and to alter your consent choices in real time. You will be presented with the following options, out of which you may select your most preferred option:

2. Accept all permissions for using your medical records: By selecting this option, you grant Marketplace Data Recipients access to your medical records as well as some Personal Data collected upon your registration on the My Aria App such as your age and gender. Opting for this choice means you automatically accept all usage options as set out in sections 4.1.3 and 4.1.4. With this option you will receive the highest rewards for use of your medical records.

3. If you prefer to customize your preferences and have greater control over the utilization of your medical records, avoid clicking ‘Accept All Permissions’. Instead, select ‘Set Custom Preferences’.

4. Set custom preferences for how your medical records are used: By choosing this option, you will be able to choose specific purposes for which your medical records may be used. You have the flexibility to choose one or more usage options based on your comfort level. The degree of contribution and financial rewards varies according to your selected preferences; the more options you select, the greater the benefits you will receive, and the more significant impact you can make. You will be able to select one or more of the following preferences:

1. Contribute to research to improve patient care: By choosing this option, you provide consent for your medical records to be used in research studies conducted by Marketplace Data Recipients. This research aims to identify patterns and trends that contribute to the development of solutions for improving patient care.

2. Support development of new health technologies: By choosing this option, you consent to the use of your medical records in supporting the development of new products and services for the benefit of patients, medical professionals, and others. The objective is to improve patient care and reduce healthcare costs. Please note that this option excludes the utilization of your medical records for innovations in Artificial Intelligence (“AI”).

3. Help train AI to improve healthcare delivery: By choosing this option, you consent to the use of your medical records in the development of ethical, secure, and robust AI systems for healthcare. AI has the potential to uncover critical patterns and insights, transforming the landscape of medical research and healthcare delivery.

4. Support efforts to increase patient safety: By choosing this option, you consent to the use of your medical records to help ensure that quality health services are provided to reduce unintended patient harm.

5. Help improve public health: By choosing this option, you consent to the use of your medical records in helping public authorities set guidelines, policies and regulations that prevent poor health, improve quality of life, reduce inequalities and support research, innovation and public safety.

6. Help develop personalised medicine: By choosing this option, you consent to your medical records being used to help researchers develop medicines and treatments which can be better tailored to an individual’s personal needs, speeding up diagnosis and delivering desired health outcomes from treatments with less side effects.

5. Set custom preferences for data requests: When you choose to set custom preferences regarding the use of your medical records on the Aria Marketplace, you will be asked to select preferences for receiving additional requests and invitations from Marketplace Data Recipients. You can provide consent for one request, both, or none. These requests and invitations are as follows:

1. Information Requests: If you consent to receiving information requests, Marketplace Data Recipients will be able to request additional information from you via the My Aria App. Such additional information may be in the form of participating in research for patient reported outcomes (“PROs”) if your medical records meet their research criteria. If you agree to answer the PROs survey, Marketplace Data Recipients will require your informed consent which shall be procured through a separate e-consent form within the PROs survey. The e-consent is secured directly by the Marketplace Data Recipient from you through the My Aria App. If you give your consent to participate in research for PROs, you may be asked to reveal your identity to the Marketplace Data Recipient. Dcentric will not be a party to the arrangements between you and the Marketplace Data Recipient. Dcentric will not be responsible, accountable or liable in relation to your participation in research for PROs.

2. Clinical Trial Invites: If you consent to receive clinical trial invites, Marketplace Data Recipients will be able to invite you to participate in clinical trials if you meet their clinical trial criteria. Your participation in clinical trials will require your consent via a trial invite sent to you by the Marketplace Data Recipient via the My Aria App. If you give your consent to the trial invite, you may be asked to reveal your identity to the Marketplace Data Recipient. Dcentric will not be a party to the arrangements between you and the Marketplace Data Recipient. Dcentric will not be responsible, accountable or liable in relation to your participation in clinical trials.

5. Medical Records sharing process

1. Upon your opting-in to the Aria Marketplace and as per your preference, Marketplace Data Recipients will filter medical records available on the Aria Marketplace by entering the criteria of the health data they require, and the search results will inform them of aggregated medical records available. Furthermore, Marketplace Data Recipients’ purpose for collecting your medical records must align with your preference and the data processing agreement executed between Dcentric and Marketplace Data Recipient.

2. Your medical records will be anonymous to the Marketplace Data Recipients, meaning that the Marketplace Data Recipients accessing your medical records will not be able to personally identify you through your medical records. Any Personal Data will only be shared with Marketplace Data Recipients if you manually opt-in to a research study or a clinical trial (as explained in section 4.1.4). At the time of opting-in to a research study or a clinical trial, we will specifically seek your consent for sharing your Personal Data with the concerned Marketplace Data Recipient.

3. The Marketplace Data Recipient will then be able to receive your medical records from the Aria Marketplace for further analysis for their research purposes. Marketplace Data Recipient can only access medical records of Users who have explicitly opted into the Aria Marketplace and submitted their preferences.

4. Access to medical records by Marketplace Data Recipients is transparently, and immutably, traced via the blockchain, with clear information provided to you via the Marketplace tab in the My Aria App as to who is accessing your medical records and for what reason.

5. Users can opt-out of the Aria Marketplace at any time by using the ‘Opt-out’ feature in the Marketplace tab on the My Aria App, thereby withdrawing the future opportunity for Marketplace Data Recipients to access your medical records.

6. Subject to these ToU, Users hereby grant Dcentric a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to Dcentric (such as Dcentric’s Servers), to process, store and display the medical records for the purpose of providing you with access to and usage of the Aria Marketplace hereunder. If a Marketplace Data Recipient requests your medical records, this transfer constitutes an irrevocable transfer of your medical records to the Marketplace Data Recipient.

7. As such, you agree and acknowledge that you do not have the right to reclaim the medical records or ask for their complete erasure from Dcentric, once they have been transferred to Marketplace Data Recipients. Any legal claim against a Marketplace Data Recipient must be brought directly against that Marketplace Data Recipient.

6. Rewards for Your Participation

1. The transfer of your medical records is only formalized and completed after two key conditions are met:

2. User grants consent to engage in the Aria Marketplace and share medical records for selected purposes; and

3. A Marketplace Data Recipient initiates a request and subsequently receives your medical records (which are anonymous in their hands).

4. For every instance in which a transfer of your medical records is formalized and completed with a Marketplace Data Recipient, we receive a fee in accordance with the agreements established between us and the respective Marketplace Data Recipient (“Fee”). This Fee is subject to potential adjustments from time to time and is determined by various factors, such as the volume and granularity of medical records being acquired. This Fee ensures the sustainability and continued operation of our Platform, enabling us to provide you with a seamless experience.

5. A portion of the Fee is allocated to your Partner Medical Facility as per the terms and agreements established between Dcentric and your respective Partner Medical Facility.

6. The remaining balance, after deducting the Fee and the portion of the Fee allocated to the Partner Medical Facility, (“Remaining Balance”), will be transferred to you, reflecting your direct contribution to our Platform. Rather than a monetary transfer, we transfer the Remaining Balance to you in the form of rewards usable within our ecosystem.

7. Taxes

1. It is your responsibility to determine what, if any, taxes apply as a result of your use of the Aria Marketplace, including any transfer of your medical records to Marketplace Data Recipients, and it is your responsibility to report and pay the correct tax to the appropriate tax authority. You agree that Dcentric is not responsible for determining whether taxes apply to your receipt of rewards through our Aria Marketplace or for collecting, reporting, withholding, or paying any taxes relating to the same. You hereby agree to indemnify Dcentric for any and all taxes, and penalties and interest thereon, including any cost associated with litigating in relation to the payment of any such taxes levied on you or paying any such tax, that arise from or are otherwise connected with any transfer by you of your medical records to Marketplace Data Recipients.

8. Prohibited Uses

1. You acknowledge and agree that you will not interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, Services, Dcentric’s Servers, networks, or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

2. You acknowledge and agree that you will not make any use of the Aria Marketplace for the posting, sending or delivering of any of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software, virus, malwares or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any Applicable Law. You agree not to solicit private information relating to a User’s use of the Aria Marketplace, including passwords, security phrase, or other such information.

3. The User is receiving only the right to participate in the Aria Marketplace via the My Aria App and is not allowed, to reverse engineer, modify, adapt, translate, debug, sublicense, resell, market or provide access from another location that Dcentric has not provided access from. You will not download, copy, use and/or modify any materials available on the Aria Marketplace, for any other purpose other than for personal use.

4. If Dcentric provides you with information about a Marketplace Data Recipient, you agree you will use the information only for the purposes it is provided to you for. You may not disclose, sell, rent, or distribute a Marketplace Data Recipient’s information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific Marketplace Data Recipient to do so.

5. You agree and commit not to violate any Applicable Law in relation to your use of Aria Marketplace.

9. Third-Party Services

1. Dcentric may use third party services: email, support, cloud services, application hosting, and statistics. The Aria Marketplace may contain content, products or services which are offered or provided by third parties (“Third Party Content”), links to Third Party Content including, but not limited to, links to other websites or awareness or educational campaigns which are related to Third Party Content. Dcentric takes no responsibility of any Third Party Content, including, but not limited to, any related products, practices, terms or policies, and will not be liable for any damage or loss caused to you by any Third Party Content. We may share your Personal Data with third party service providers only as per the Privacy Policy and the Data Use Notice.

2. Third Party Content are provided solely as a convenience to you and not as an endorsement by us. You should contact the site administrator or webmaster for the Third Party Content if you have any concerns regarding such links or any content located on such Third Party Content. We are not responsible for any Third Party Content and do not make any representations regarding the content or accuracy of materials on such Third Party Content. You should take precautions when downloading files from all websites to protect your device from viruses and other destructive programs. If you decide to access Third Party Content, you do so at your own risk.

10. Intellectual Property

1. Dcentric is the owner of all intellectual property rights of the Platform except for the Third Party Content as described in section 10.2 below. The materials published on the Platform are protected by applicable intellectual property laws. You will not download, copy, use and/or modify any materials available on the Platform for any other purpose other than for personal use. You acknowledge and agree that you will not use the Platform for violating any laws or attempt to hack or disassemble any software on the Platform. If you download, print, recreate or copy any materials from the Platform in breach of the mentioned terms, you agree that you shall destroy the same after your personal use.

2. The Platform may contain Third Party Content, including links to Third Party Content, including, but not limited to, links to other websites or educational and awareness campaigns which are related to Third-Party Content. Dcentric has no responsibility for the creation of any such Third-Party Content, including, but not limited to, any related products, practices, terms or policies, and Dcentric does not own intellectual property rights to Third Party Content and will not be liable for any damage or loss caused by any Third-Party Content.

3. We monitor the performance and use of the My Aria App by you, and we collect data in connection therewith, including, date and time that you access the Marketplace tab of the My Aria App, and other usage data.

4. You acknowledge and agree that, if you provide Dcentric with feedback about the Services, we may use your feedback without any obligation to you.

5. Trademarks and logos mentioned or hosted in the Aria Marketplace may be registered trademarks of third parties. The inclusion of third-party trademarks or distinctive marks in the Aria Marketplace does not imply that the respective third parties promote, approve or endorse Dcentric or participation in the Aria Marketplace.

6. Dcentric does not claim ownership over any of your medical records. These ToU do not grant us any licenses or rights to your medical records except for the limited rights needed for us to provide the Services, and as otherwise described in these ToU and in the Terms.

11. Term, Termination, and Suspension

1. These ToU start when you accept these ToU and continue in full force for as long as you participate in the Aria Marketplace. You can opt out of the Aria Marketplace whenever you choose (as detailed in section 5.5).

2. Dcentric may suspend or terminate these ToU and your access to the Aria Marketplace at any time, for any reason, without notice. Upon termination you will no longer be able to participate in the Aria Marketplace and you must immediately cease all access to and use of the Aria Marketplace. Following this termination, you are still permitted to access and use the My Aria App solely for the purpose of the Services excluding the ARIA Marketplace. Dcentric has no obligation to grant you any access to the Aria Marketplace and your medical records will no longer be visible in the Aria Marketplace. You will not be able to claim back or ask for complete erasure of your medical records once they are transferred to Marketplace Data Recipients.

3. Survival: The following provisions will survive termination of these ToU: Section 10 (“Intellectual Property”), Section 14 (“Disclaimer of Warranty and Limitation of Liability”), Section 11.3 (“Survival”), Section 15 (“Severability”), Section 18 (“Resolution of Disputes”).

12. Suspension

1. Dcentric may temporarily suspend execution of these ToU, for a reasonable amount of time, under the following reasons:

2. Force majeure: In the event that Dcentric is prevented from performing, or is unable to perform, any of the Services due to any cause beyond its reasonable control, including without limitation, acts of terrorism, strikes, war, power outages, floods, fire, pandemic or epidemic, delay or interruptions by third parties, including communications or network providers), Dcentric shall give written notice thereof to Users and its performance shall be extended for the period of delay or inability to perform due to such occurrence;

3. Maintenance of the Aria Marketplace, including but not limited to adding, deleting, or modifying features to improve the User experience or for other business purposes;

4. You having materially breached these ToU and failed to cure that breach within 30 days after Dcentric has so notified you in writing;

5. If you use the Services in a way that causes legal liability to us or disrupts others’ use of the Aria Marketplace;

6. If we are suspecting misconduct by you.

13. Compliance with Applicable Law

1. Dcentric is committed to complying with current government legal authority laws applicable to your use of the Platform, and all other Applicable Law.

2. You may use the Aria Marketplace in compliance with, and only as permitted by Applicable Law.

14. Disclaimer of Warranty and Limitation of Liability

1. We strive to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Such functionality is subject to delays beyond Dcentric’s control. You agree and acknowledge that you are making use of our Services at your own risk. You acknowledge and agree that Dcentric is provided on an “AS-IS” and “AS AVAILABLE” basis, and neither Dcentric nor third parties make any representations or warranties with respect to the same or otherwise in connection with these ToU, and hereby disclaim any express or implied warranties of any kind, including but not limited to merchantability, non-infringement, security, fitness for a particular purpose or accuracy.

2. You hereby release Dcentric, its present and future officers, directors, employees, members, volunteers, contractors, representatives, parents, owners, affiliates, agents, successors and assigns (collectively,  “Dcentric Related Parties”) from any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (a) your use of or your inability to use our Services; (b) value of the rewards ; (c) delays or disruptions in our Services; (d) viruses or other malicious software obtained by accessing or linking to our Services; (e) glitches, bugs, errors, or inaccuracies of any kind in our Services; (f) damage to your hardware device from the use of our Service; (g) the content, actions, or inactions of third parties; (h) a suspension or other action taken with respect to your account or breach of these ToU; (i) the duration or manner in which your medical records appear in search results; (j) the transfer of your medical records with Marketplace Data Recipients, including (without limitation) any act, omission, information and/or any other content or information accessible through the My Aria App and the Aria Marketplace as per these ToU, Terms, Privacy Policy and the Data Use Notice.

3. You agree to indemnify, defend, and hold Dcentric Related Parties harmless from and against any and all damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees incurred by any of such indemnified parties in connection with any third-party action, claim, or proceeding arising from or relating to (a) your breach or violation of these ToU; (b) your misuse of the Aria Marketplace; (c) your transfer of your medical records with Marketplace Data Recipients through the Aria Marketplace; (d) your failure to properly charge, report and/or remit any tax; (e) your gross negligence or wilful misconduct; (f) your access to or use of the Aria Marketplace; (g) any actions made with your My Aria App account whether by you or by someone else; (h) your violation of any third party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

4. You understand and acknowledge that Dcentric is just an intermediary providing the Aria Marketplace for Users and Marketplace Data Recipients and that Dcentric does not create any medical records. Dcentric will treat your medical records as confidential information and only use and disclose it in accordance with these ToU, the Privacy Policy and the Data Use Notice. However, your medical records are not regarded as confidential information if such medical records: (a) are or become public (other than through breach of these ToU by Dcentric); (b) was lawfully known to Dcentric before receiving it from you; (c) are received by Dcentric from a third party without knowledge of breach of any obligation owed to you.

5. We disclaim all liability related to the misuse or failure of (a) Dcentric’s Servers and our third parties to transfer your medical records with Marketplace Data Recipients, and (b) the transfer of your Remaining Balance in the form of rewards for use within Dcentric’s ecosystem.

6. To the extent that Dcentric may not as a matter of Applicable Law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such Applicable Law.

7. In connection with any warranty, contract, or common law tort claims: we shall not be liable for any incidental or consequential damages, lost profits, or damages resulting from lost medical records after they have been transferred to Marketplace Data Recipients or business interruption resulting from the use or inability to access and use the Aria Marketplace, even if we have been advised of the possibility of such damages.

8. If the Applicable Law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with Applicable Law.

9. If you do not comply with these ToU, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). We do not guarantee we will take action against all breaches of these ToU.

15. Severability

1. If any provision of these ToU is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same legal and/or economic effect as the original provision, and the remainder of these ToU will remain in full force and effect. No failure or delay by us or by you in exercising any right or remedy under these ToU will operate, or be deemed to operate, as a waiver of any such right or remedy.

16. Communication

1. By opting into the Aria Marketplace, you consent to receiving communications from Dcentric such as e-mails, text messages, reminders, newsletters and other updates, in accordance with our Privacy Policy and Data Use Notice.

2. Dcentric may contact you using autodialled or pre-recorded calls and text messages, at any telephone number that you have provided us, to: (a) notify you regarding your My Aria App account; (b) troubleshoot problems with your My Aria App account; (c) resolve a dispute; (d) poll your opinions about our Services, through surveys or questionnaires; (e) send you disease awareness campaigns and educational campaigns; or (f) as otherwise necessary to service your account or enforce these ToU, our Privacy Policy, our Data Use Notice, Applicable Law, or any other agreement we may have with you.

3. Dcentric may also contact you using autodialled or pre-recorded calls and text messages for marketing purposes (e.g., offers and promotions), if you have so consented. As described in our Privacy Policy and Data Use Notice, Dcentric may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers. If you do not wish to receive such communications, we give you an “Unsubscribe” option within any marketing communications to opt out at any time.

4. Dcentric may share your telephone number with our third parties, if you have so consented. These third parties may contact you using autodialled or pre-recorded calls and text messages, only as authorized by Dcentric to carry out the purposes we have identified above. Dcentric may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Dcentric or its agents for quality control and training purposes or for its own protection.

5. If you believe that your medical records have been exploited in a way that constitutes copyright infringement, please notify aria@myaria.health

6. If you believe that your intellectual property rights are being infringed, you may report it by contacting our aria@myaria.health

7. We understand that these ToU contain a lot of information, so please email us at aria@myaria.health with any questions you may have.

17. Language

1. The Aria Marketplace is only provided in the English language.

2. The present ToU are only in the English language.

3. Communications between Dcentric and Users may only be made in English.

18. Resolution of Disputes

1. In the event of a dispute arising under or relating to these ToU or the Aria Marketplace between you and Dcentric (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed, conducted in English in the Abu Dhabi Global Market Arbitration Centre, seated in Abu Dhabi, UAE and governed by the ADGM Arbitration Guidelines (“ADGM Guidelines”). Any election to arbitrate, at any time, shall be final and binding on the other party. If either party chooses arbitration, neither party shall have the right to litigate such claim in court. Arbitration is different from court, and discovery and appeal rights may also be limited in arbitration.

2. All disputes will be resolved before one neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the ADGM Guidelines. Each party will be responsible for paying any filing, administrative, and arbitrator fees in accordance with ADGM Guidelines. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the UAE. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these ToU will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

3. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by Applicable Law, (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (c) 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. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.