EARLY ACCESS AGREEMENT & TERMS OF SERVICE

Provider: Turritopsis Inc., a Nevada corporation (“Company”, “we”, “us”, or “our”) Application / Service: Coach (iOS application and related backend voice/data services, available exclusively to users located in the United States) (the “Service” or “Early Access Service”) MANDATORY ONBOARDING ACKNOWLEDGMENT: ACCESS TO THE SERVICE IS GATED VIA A WAITLIST AND CONDITIONED UPON YOUR REVIEW AND ACCEPTANCE OF FOUR ESSENTIAL DOCUMENTS. BEFORE USING THE EARLY ACCESS SERVICE, YOU (“USER”, OR “YOU”) MUST EXPRESSLY ACKNOWLEDGE AND AGREE TO BE LEGALLY BOUND BY: THESE EARLY ACCESS SERVICE TERMS AND CONDITIONS; THE MEDICAL, HEALTH, AND SAFETY DISCLAIMER; THE PRIVACY STATEMENT & DATA GOVERNANCE POLICY; AND THE CONSUMER HEALTH DATA PRIVACY POLICY. IF YOU DO NOT READ, UNDERSTAND, AND FULLY AGREE TO ALL PROVISIONS IN EACH OF THESE FOUR DOCUMENTS, DO NOT CLICK “ACCEPT” AND DO NOT ACCESS OR USE THE SERVICE. 1. Scope, App Store Availability, Waitlist Gating, and Testing Period 1.1. App Store Availability, Social Login, and Waitlist Gating: The Service is made available for public download via the Apple App Store, restricted solely to individual consumers located within the United States. Upon downloading the application, users must sign in using supported social login credentials (Apple ID or Google ID). Following authentication, users will be placed on a waitlist screen and gated from accessing full application features. The Company reserves the sole, absolute, and unilateral right to grant or deny full Service access to any user, with no guarantee of admission or timeline for access. 1.2. Free Early Access Period, Commercial Transition & Sunset Option: Access to the Service following waitlist admission begins on your initial access date (the “Effective Date”) and includes a free introductory early access period of up to ninety (90) calendar days. After up to ninety (90) days, the Company reserves the unilateral right to either transition the Service to a paid subscription model or choose to sunset the application. If transitioning to a paid model, the Company will provide at least seven (7) days' advance notice via in-app messaging or email to the address associated with your account prior to enforcing paid subscription requirements, notifying users when the 7-day transition window starts and closes and guiding them on how to transition or discontinue use. If choosing to sunset the application, users will be notified via in-app messaging or email to the address associated with your account at least fourteen (14) days before the official sunset date; following the sunset date, the Coach app will no longer be available for download from the App Store and the Service will stop working. 1.3. Early Access and Service Evolution: The Service is made available as an early access release for consumer use. You acknowledge that features, UI/UX, and functionality may evolve over time as the Company introduces updates, enhancements, and new capabilities to improve the consumer experience. 1.4. Age Eligibility: You must be at least 18 years old (or the legal age of majority in your jurisdiction) to access, register for, or use the Service. 2. Experimental Nature and As-Is Disclaimer 2.1. "AS-IS" and "AS-AVAILABLE": TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EARLY ACCESS SERVICE IS PROVIDED ENTIRELY “AS-IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS.” THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED AVAILABILITY, ACCURACY, AND RELIABILITY. 2.2. Bugs, Outages, and Data Loss: You acknowledge that the software, voice pipelines, automated logic, and backend infrastructure may contain bugs, defects, latency spikes, or errors, and may experience periodic downtime or permanent data corruption/loss. The Company has no obligation to maintain, support, correct, or update the Early Access Service, nor to preserve historical conversation logs, weigh-ins, or profile information. 3. Medical, Health, and Safety Acknowledgment 3.1. Express Incorporation and Non-Clinical Acknowledgment: You warrant that you have read, understood, and agreed to the Medical, Health, and Safety Disclaimer, which is expressly incorporated into these Terms by reference. You acknowledge that Turritopsis is not a covered entity or business associate under the Health Insurance Portability and Accountability Act (HIPAA), that the data you provide to the Service, including lab results, is not protected health information under HIPAA, and you voluntarily assume all associated health and wellness risks. 3.2. No Medical Advice or Treatment: The Service utilizes automated large language models (LLMs), synthetic voice synthesis, and algorithmic rule engines to deliver fitness, habit, and dietary coaching. It does NOT provide clinical medical care, diagnosis, physical therapy, or healthcare treatment. 3.3. Voluntary Assumption of Risk: All workouts, dietary recommendations, physical protocols, and recovery protocols (such as sleep, saunas, massage, and other recovery modalities) provided through the Service are undertaken entirely at your own risk. You are solely responsible for consulting a physician prior to engaging in physical regimens, recovery activities, or dietary changes and for ceasing activity immediately if you experience pain, dizziness, or distress. 4. Privacy and Data Governance 4.1. Express Incorporation of Privacy Statement and Consumer Health Data Policy: You warrant that you have read, understood, and agreed to the Privacy Statement and the Consumer Health Data Privacy Policy, both of which are expressly incorporated into these Terms by reference. 4.2. Processing of Interaction Data: In order to operate the voice-interactive coaching engine, the Service captures, transcribes, and processes your spoken queries and responses, dietary logs, check-in (Morning Readiness and Evening Reflection) transcripts, lab results, and biometric inputs. The Coach app does not record or store your audio; our voice provider processes it as described in the Privacy Statement. 4.3. Use for Model Improvement: You grant Turritopsis Inc. a worldwide, non-exclusive, royalty-free license to ingest, store, anonymize, aggregate, analyze, and process your conversational transcripts, voice recordings, system interactions, and metrics solely for: (i) providing the Early Access Service to you; (ii) debugging, evaluating, and fine-tuning coaching algorithms and deterministic rules; and (iii) improving the Company’s proprietary product workflows and machine learning systems. This license does not extend to lab results; de-identified lab results will not be used for model improvement, research, or any purpose other than strictly providing the Early Access Service to you. 4.4. User Screenshots and Lab/Health Data: If you upload or transmit screenshots containing health information, blood work, or lab results, you are solely responsible for ensuring you have the right to share such data. While processed for service delivery, uploaded health screenshots and lab data are treated in accordance with our Consumer Health Data Privacy Policy and are not used for algorithm or AI model training. 4.5. Third-Party Infrastructure: You understand that voice interactions and conversation tokens may be processed through enterprise cloud hosting and infrastructure service providers (including Amazon Web Services, Anthropic, ElevenLabs) under strict commercial confidentiality controls and zero model-training commitments consistent with our Privacy Statement. 5. User Feedback and Intellectual Property Assignment 5.1. Voluntary Feedback: Users are encouraged, but under no obligation, to provide observations, bug reports, usability critiques, performance impressions, voice interaction feedback, and functional suggestions (collectively, “Feedback”) via the in-app report form, email, or direct interviews with the Company. 5.2. Assignment of Feedback: You agree that all Feedback is provided voluntarily and without expectation of royalty, payment, or credit. You hereby assign, transfer, and convey to Turritopsis Inc. all right, title, and interest worldwide (including all patent, copyright, and trade secret rights) in and to all Feedback, ideas, suggestions, concepts, enhancements, and improvements communicated to the Company. 5.3. Unrestricted Exploitation: The Company and its successors and assigns shall have the unrestricted, perpetual, irrevocable, sublicensable, and royalty-free right to use, implement, commercialize, modify, and incorporate your Feedback into the Service, future products, or other offerings without notice, compensation, or attribution to you. 6. Intellectual Property Ownership and Reservation of Rights 6.1. Exclusive Company Ownership: As between you and the Company, Turritopsis Inc. retains all exclusive right, title, and interest in and to the Early Access Service, including without limitation all software source code, object code, user interface designs, visual assets, audio prompts, synthetic voice profiles, algorithmic logic, training frameworks, API configurations, system documentation, and all derivative works thereof. 6.2. Prohibited Conduct: You agree that you will not, directly or indirectly: Copy, modify, adapt, translate, or create derivative works of the Early Access Service; Reverse engineer, decompile, disassemble, distill chain-of-thought traces, or attempt to reconstruct the source code, underlying logic, traces, or model architectures of the Service; Intercept, scrape, or extract voice payloads, API traffic, system prompts, chain-of-thought traces, or model parameters; Circumvent, disable, or tamper with any digital rights management, security controls, access tokens, or usage quotas; Sell, rent, lease, sublicense, distribute, or provide commercial time-sharing access to the Service to any third party; Use the Service to train, fine-tune, benchmark, or develop a competing artificial intelligence model or fitness and wellness coaching product; or Use virtual private networks (VPNs), proxy servers, IP spoofing, or any other technical workarounds or methods to disguise or mask your location to access or attempt to access the Service from outside the United States. 7. Strict Confidentiality and Non-Disclosure 7.1. Proprietary Trade Secrets & Confidential Information: You acknowledge that the underlying source code, algorithmic model architectures, backend system prompts, API configurations, and proprietary technical developments of the Service constitute highly valuable proprietary trade secrets and confidential information of the Company (“Confidential Information”). 7.2. Protection of Proprietary Secrets & Permitted Consumer Use: You agree not to disclose, extract, or exploit the Company’s Confidential Information, source code, or non-public backend logic for commercial exploitation or reverse engineering. Nothing in this Agreement restricts or prohibits your ability to engage in standard consumer use of the publicly available Service, including posting reviews, taking screenshots, sharing user experiences, or engaging in public discussion on social media. 7.3. Survival: Your obligations under this Section 7 shall survive the expiration or termination of the Early Access Period for a period of two (2) years, or until such time as the Company makes the specific information publicly available through an official commercial release. 8. Unilateral Company Right to Terminate or Modify Early Access Services 8.1. Right to Terminate at Any Point: THE COMPANY RESERVES THE ABSOLUTE AND UNILATERAL RIGHT TO MODIFY, SUSPEND, DISCONTINUE, OR PERMANENTLY TERMINATE THE EARLY ACCESS SERVICE (IN WHOLE OR IN PART), OR REVOKE ANY INDIVIDUAL USER’S ACCESS, AT ANY POINT IN TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT PRIOR NOTICE, AND WITHOUT ANY LIABILITY OR PENALTY TO YOU. 8.2. Immediate Cessation: Upon termination, cancellation, or discontinuation of the Early Access Service by the Company: All access permissions and licenses granted to you immediately cease; You must immediately stop using the application and delete the Early Access Service from your mobile device; and The Company may immediately decommission servers, wipe databases, or revoke access tokens without liability for data loss. 8.3. Surviving Terms: Sections 2, 3, 4.3, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement. 8.4. Subscription Terms, Apple In-App Purchase, Renewal, Cancellation, and Account Deletion: If the Service transitions to a paid subscription model or offers paid options: (i) subscription payments will be processed via Apple In-App Purchase (IAP) at launch; (ii) standard Apple IAP subscription sheets will present exact pricing, billing frequency, auto-renewal terms, and renewal timing prior to purchase; (iii) subscriptions automatically renew unless canceled at least 24 hours prior to the end of the current billing period; (iv) you may manage or cancel your subscription at any time via your Apple ID Account Settings or through in-app subscription controls; (v) a Restore Purchases option is provided in-app; and (vi) an accessible option to initiate account and data deletion is provided directly within the app settings pursuant to App Store guidelines. 9. Limitation of Liability 9.1. Consequential Damages Waiver: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TURRITOPSIS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, FOUNDERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, DEVICE DAMAGE, HEALTH COMPLICATIONS, PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE EARLY ACCESS SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2. Aggregate Liability Cap: IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EARLY ACCESS SERVICE EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). 9.3. Essential Basis: The parties agree that the limitations and waivers in this Section 9 represent an essential allocation of risk reflecting the experimental, zero-cost nature of this private Early Access. 10. Indemnification You agree to indemnify, defend, and hold harmless Turritopsis Inc., its affiliates, officers, directors, contractors, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your breach of these Terms, the Medical Disclaimer, the Privacy Statement, or the Consumer Health Data Privacy Policy; (ii) your violation of applicable laws; or (iii) any physical injury or health issue resulting from your voluntary implementation of exercise, nutritional recommendations, or recovery protocols (such as sleep, saunas, massage, and other recovery modalities) provided during the Early Access period. 11. Governing Law, Dispute Resolution, and Miscellaneous 11.1. Governing Law: This Agreement and any dispute arising out of or related to the Early Access Service shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its principles of conflicts of law. 11.2. Binding Arbitration and Class Action Waiver: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. You and the Company agree that any arbitration shall be conducted solely on an individual basis and not in a class, consolidated, or representative action, and you expressly waive any right to file or participate in a class action or representative proceeding. 11.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect. 11.4. Entire Agreement and Statutory Compliance: These Terms, together with the incorporated Medical Disclaimer and Privacy Statement, constitute the entire agreement between you and Turritopsis Inc. regarding the Early Access Service and supersede all prior or contemporaneous oral or written understandings regarding this early access. The Service is designed and operated to align with applicable consumer health privacy protections, including CCPA/CPRA, Washington MHMDA, and Nevada SB 370. 12. Contact Information For general or technical feedback, or questions regarding this Early Access Agreement & Terms of Service, please contact: Turritopsis Inc. Attention: Early Access Program/Terms of Use ops@turritopsis.ai