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STEM HEALTH INC. TERMS OF SERVICE

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Last updated: November 2, 2025

The following terms of service together with any documents or additional terms that they expressly incorporate by reference (collectively, the “Terms of Service”) govern your access to and use of: (a) our website available at www.stemhealth.ca and client portal referred to as the Stem Health Portal (the “Site”); (b) any text, pictures, media, data, information, materials, functionality and other content (collectively, the “Content”) contained on or provided through (a); and (c) your purchase of products or services through the Site, including the Annual Health Assessment, Foundation Membership, Signature Membership, Core Annual Health Assessment, Horizaon Annual Health Assessment, individually purchased labs and diagnostics and Packages and Assessment-to-Care Add-ons (collectively, the “Products and Services”). References in these Terms of Service to the Site will include, where applicable, the Content and the Products and Services.

These Terms of Service form an agreement between Stem Health Inc. (“Stem Health”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Site (“use” or “using” in these Terms of Service will mean any of the foregoing).

BY CLICKING TO ACCEPT THESE TERMS OF SERVICE OR BY USING THE SITE IN ANY WAY, INCLUDING BY MAKING A PURCHASE THROUGH THE SITE, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SITE IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE SITE.

1. Changes to these Terms of Service and the Site
   
   1. Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Service at any time. When we change these Terms of Service, we will: (i) place a notice on the Site, send you an email, or notify you by some other means as required by applicable law; (ii) post a new version of the Terms of Service to the Site; and (iii) update the “Last Updated” date at the top of these Terms of Service. We may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Site is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Site. Otherwise, your continued access to or use of the Site after any changes to these Terms of Service indicates your acceptance of such change(s).  
   2. We reserve the right to change the Site at any time, without notice. We may, at our discretion, suspend your access to or use of the Site or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Service; or (iii) to address any emergency security concerns. You may need to update third-party software from time to time in order to use the Site.
2. User Account
   
   1. To access certain features of the Site, you may be required to successfully sign up for a user account and establish a username and password login credentials (the “User Account”). If you establish a User Account, you will keep your User Account secure and will not grant access to or otherwise share your User Account with any other person, unless otherwise expressly permitted under these Terms of Service. You must provide Stem Health with true, accurate, current and complete information for your User Account. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Site. You agree to keep your contact information associated with your User Account current and accurate at all times.
   2. You must keep your User Account and all other login information confidential. Unless otherwise expressly permitted under these Terms of Service, you cannot register more than one User Account, register for a User Account on behalf of an individual other than yourself without such individual’s authorization, or register for a User Account on behalf of any group or entity. You must monitor and control all activity conducted through your User Account in connection with the Site. You must promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your User Account, including any loss, theft, or unauthorized disclosure or use of a User Account. You will not use anyone else’s User Account at any time, without the permission of the User Account holder. You will not attempt, in any manner, to obtain the password, account, or other security information from any other User. 
   3. Stem Health reserves the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Site in whole or in part.
   4. Stem Health is entitled to act on instructions received through your User Account. Stem Health is not responsible for any actions taken or transactions made to or from your User Account by any other party using your User Account. You are solely responsible for any and all use of your User Account and all actions and activities that occur under or in connection with the User Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Site and your account, including without limitation terminating your User Account, changing your password, or requesting additional information to authorize transactions on your User Account. You agree to be responsible for any act or omission of any Users that access the Site under your User Account that, if undertaken by you, would be deemed a violation of these Terms of Service.
3. User Data and Privacy
   
   1. You grant to us and any of our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the Site (collectively, “User Data”): (i) to develop, enhance and make available the Site; (ii) to develop, enhance and make available the Products and Services and such other products and services that we develop from time to time; and (iii) to produce data, information, or other materials that are not identified as relating to a particular individual or entity (such data, information and materials described in (iii) being, the “Aggregated Data”), provided that the foregoing licence does not apply to and does not include any Personal Information (as defined below) contained in the User Data. We and any of our affiliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term (as defined below) for any purpose and without obligations of any kind. To the extent permitted by applicable law, Stem Health will not be liable for any failure to store, or for loss or corruption of, your User Data. 
   2. Please review our current privacy policy, available at https://www.stemhealth.ca/privacy-policy (“Privacy Policy”), which contains important information about our practices in Handling Personal Information (as such term is defined in the Privacy Policy), and which is hereby incorporated into and forms a part of these Terms of Service. The term “Handle” or “Handling” means to access, receive, collect, use, transmit, store, process, record, disclose, transfer, retain, dispose of, destroy, manage or otherwise handle.
4. Description of Products and Services 
   
   1. Stem Health makes Products and Services available for purchase by Users through the Site for the purchase price set out on the Site.  Our provision and your receipt of the Products and Services purchased through the Site will be subject to the terms and conditions set out in your Membership Agreement. If there is a conflict or inconsistency between the terms and conditions of such Membership Agreement and these Terms of Service, then the provisions of the Membership Agreement will govern to the extent of such conflict or inconsistency. If you have not entered into a Membership Agreement, you will not be able to, and you should not, purchase the Products and Services through the Site. 
   2. Stem Health reserves the right, but is not obligated, to limit the sales of its Products and Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products and Services that we offer. All descriptions of Products and Services and Product and Service pricing are subject to change at anytime. When we change the description or price of a Product and Service, we will notify you as and if required by applicable law. We may require you to provide consent to the updated description or price in a specified manner before further use of the Product and Service. We reserve the right to discontinue any Products and Services at any time. 
   3. YOU SHOULD NOT BOOK, PURCHASE OR USE THE PRODUCTS AND SERVICES IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY OR REQUIRE IMMEDIATE MEDICAL ATTENTION. IN SUCH CIRCUMSTANCE, YOU SHOULD CALL 911 OR VISIT YOUR CLOSEST EMERGENCY ROOM. SUCH MEDICAL EMERGENCIES MAY INCLUDE CHEST PAINS, SERIOUS INJURY, SEVERE HEADACHES OR HEAD INJURY, SHORTNESS OF BREATH OR TROUBLE BREATHING, FAINTING OR DIZZINESS OR A SUDDEN ONSET OF NUMBNESS OR WEAKNESS, CONFUSION OR CHANGES IN MENTAL STATUS, COMPLICATIONS DURING PREGNANCY OR THE ONSET OF LABOUR, SUDDEN INABILITY TO SPEAK CLEARLY, SEE, WALK OR MOVE, UNCONTROLLABLE BLEEDING, LOSS OF CONSCIOUSNESS OR A SEVERE ALLERGIC REACTION.
5. Orders 

When you place an order to purchase Products and Services through the Site (each, an “Order”), such Order is an offer to purchase the Products and Services ordered and we may accept your Order by providing an electronic or other form of Order acceptance which expressly states our acceptance of your Order. Your receipt of an electronic or other form of Order confirmation that does not expressly state our acceptance of your Order will not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell the Products and Services to you. We may require additional verifications or information before accepting any Order. For any reason, Stem Health may decline to accept your Order or any part of your Order. If we decline to accept your Order, we will attempt to notify you at the email address you provided. All sales of any Products and Services are non-refundable.

6. Payment

To pay for an Order, you will need to provide Stem Health or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process a payment from you, including the billing information requested on the Site or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Service and our Privacy Policy. You may pay for your Order via credit card or any other manner then available on the Site or on the applicable Payment Processor’s platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience. You represent and warrant that you will not use any credit card or other method of payment unless you have all necessary authorization to do so. Stem Health reserves the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand. If your Order includes any recurring payment obligations, you must ensure that your payment details are true, accurate, current, and complete at all times. You must promptly update your payment details to reflect any changes, including a change in billing address, credit card number or credit card expiration date. You must promptly notify us and the Payment Processor if your payment method is cancelled for any reason or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your login credentials, username or password for your User Account. 

7. Promotional Offers

To the extent Stem Health runs any promotional offers on the Site, the terms of any such promotion will be posted on the Site. Promotional offers may not be available in your jurisdiction.

8. Updates and Upgrades

You acknowledge that Stem Health may from time-to-time issue updated or upgraded versions of the Site and may (subject to your device settings) automatically electronically update or upgrade the version of the Site that you are then currently using on your browser. You consent to receive updates or upgrades to the Site automatically without providing further consent each time. The Site (including any updates or upgrades) may: (a) cause your device to automatically communicate with our servers to deliver the functionality described in the Site description or through new features as they are introduced, and to record usage metrics; (b) affect preferences or data stored on your device; and (c) collect Personal Information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Site works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time under certain conditions by contacting us at info@stemhealth.ca.

9. Ownership of and Licence and Right to Access the Site
   
   1. Neither these Terms of Service nor your use of the Site grants you ownership in the Site. These Terms of Service do not grant you any right to use any Content, including Stem Health’s trademarks, graphics, logos and other commercial symbols or brand elements. All right, title and interest, including intellectual property rights, in and to the Site, including any updates, adaptations, translations, customizations or derivative works thereof, will, as between the parties, remain the sole property of Stem Health. Subject to these Terms of Service, Stem Health grants you a non-exclusive, non-transferable, non-sublicensable and revocable licence and right during the Term to access and use the Site to receive Products and Services from Stem Health and at all times in accordance with these Terms of Service. The Site is made available or licensed and not “sold” to you. Stem Health reserves all rights not expressly granted to you in these Terms of Service.
   2. Certain elements of the Site are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Site or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.
   3. The name “Stem Health” is the trademark and trade name of Stem Health Inc. Any trademarks, graphics, logos or other commercial symbols appearing in or on the Site are the exclusive property of Stem Health (or its licensors or third-party suppliers) and may not be used in any manner without our express written consent.
   4. Any use of third-party software provided in connection with the Site will be governed by such third parties’ licences and not by these Terms of Service. 
10. No Unlawful or Prohibited Use

You will not use the Site in violation of these Terms of Service or of any applicable law. You will not, without our prior written permission, use the Site for any purpose other than to access and use the Site in accordance with these Terms of Service. Without limiting the generality of the foregoing, you will not and will not attempt to, directly or indirectly, as applicable: (a) disable or interfere in any way with servers or networks connected to the Site; (b) attempt to gain unauthorized access to the Site; (c) transmit or communicate in any way on the Site any data, information, media or any other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right or authority to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by Stem Health or any other person or entity, if that is not the case; (v) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory in any way or is otherwise objectionable, such determination to be made in Stem Health’s sole discretion; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; (viii) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; (ix) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (x) contains information about an identifiable individual who has not authorized you to disclose such information; (d) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Site or any part thereof or otherwise attempt to discover any source code; (e) use the Site for the purpose of building a similar or competitive offering; (f) impersonate Stem Health or any other person or entity; (g) violate the terms of service of any third-party website that is linked to the Site; (h) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Stem Health or Users of the Site or expose them to liability; (i) promote any illegal activity or advocate, promote, or assist any unlawful act; (j) advertise to, or solicit, any User to buy or sell any third-party products or services, or use any information obtained from the Site in order to contact, advertise to, solicit, or sell to any User without their prior express consent; (k) interfere with the proper working of the Site; (l) encourage any other commercial activities, including, without limitation, any “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation not expressly permitted in these Terms of Service or on the Site; (m) publish or in any way distribute the Content except as may be expressly permitted in these Terms of Service or on the Site; (n) reidentify the Content to associate the Content with an individual or specific mobile device by using any method, including merging external data with the Content, or use the Content to attempt to identify the behaviour of a known individual for any reason; (o) copy or store any significant portion of the Content; (p) use the Site or Content to stalk, attempt to exploit, harass or harm another individual in any way; (q) cause annoyance, inconvenience, or needless anxiety or use the Site in a manner that is likely to upset, embarrass, or alarm any other person; (r) mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (s) authorize, permit, enable, induce or encourage any third party to do any of the above. 

11. Confidentiality

We do not guarantee the confidentiality of any communications made by you through the Site, other than as expressly set out in your Membership Agreement. We do not guarantee the security of data transmitted over the internet or public networks in connection with your use of the Site. You acknowledge that in the course of using the Site, you may come into contact with confidential information of Stem Health, pertaining to, among other things, business methods, software and technological tools, or otherwise, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Service or with any applicable laws compelling disclosure. You agree that upon expiration or termination of these Terms of Service, you shall destroy, return and/or delete any such confidential information in your possession.

12. Feedback

You agree that any suggestion, feedback or idea provided by you (collectively, “Feedback”) will not be treated as confidential, and nothing in these Terms of Service or otherwise will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and any of our affiliates and, if applicable, our service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and licence to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. You hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

13. Third-Party Content, Websites or Services

The Site may provide or publish links or access to third-party content, websites, or services. Likewise, we may allow you to access the Site from third-party systems. Stem Health does not represent or warrant that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third-party content, websites, or services are the property of their respective owners. Stem Health does not endorse any third-party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, or services, or to access the Site from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of service applicable to third- party content, websites, services, or systems and agree to accept and comply with any such terms of service. If you have any questions or comments, please contact us at info@stemhealth.ca.

14. Malicious Code and Security

The downloading and viewing of Content are done at your own risk. We do not guarantee or warrant that the Site is compatible with your computer system or mobile device or that the Site, or any links from the Site, will be free of viruses, worms, Trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Site.

15. No Service Level Commitment

The Site and all Products and Services purchased through the Site are provided “as is” and “as available”.

16. Term and Termination

These Terms of Service will commence on the day you first use the Site and will continue for as long as you use the Site or until terminated in accordance with the provisions of these Terms of Service (the “Term”). At any time, Stem Health may: (a) suspend or terminate your rights to access or use the Site; or (b) terminate these Terms of Service. You may terminate these Terms of Service at any time and with immediate effect by ceasing use of the Site and deleting any User Account. For greater certainty, if you continue to use any portion of the Site after these Terms of Service have been terminated, these Terms of Service will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access the Site.

17. Geographic Restrictions 

Stem Health makes no representation, warranty or guarantee that the Site is or will be available for use in all locations outside Ontario or all locations within Ontario. We provide the Site for use only by persons located in Ontario. This Site is not intended for use in any jurisdiction where its use is not permitted. If you access the Site from outside Ontario, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

18. General Provisions
    
    1. Except as restricted by applicable law, these Terms of Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Site, notwithstanding your domicile, residency or physical location. You will only use the Site in jurisdictions where the Site may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in the Province of Ontario in all disputes arising out of or relating to the use of the Site. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 
    2. These Terms of Service, including all terms and conditions incorporated by reference, constitute the entire agreement between you and Stem Health pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Stem Health with respect to the Site and the Products and Services. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    3. The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Sections 3 (User Data and Privacy), 9 (Ownership of and Licence to the Site), Section 11 (Confidentiality), 13 (Third-Party Content, Websites or Services) 14 (Malicious Code and Security) and 18 (General Provisions). 
    4. Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    5. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect. 
    6. You will not assign these Terms of Service to any third party without our prior written consent. Stem Health may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 18(f) will be null and void. The terms of these Terms of Service will be binding upon permitted assignees. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
    7. If you believe that Stem Health has not adhered to these Terms of Service, please contact us using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
19. Contact

If you have any questions or comments regarding these Terms of Service, please contact us at info@stemhealth.ca.

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