BeMe.ai Terms & Conditions BeMe AI Inc.

Development-Stage Service Agreement This agreement (the “Agreement”) constitutes a binding contract and governs the use of and access to the BeMe AI, Inc. (the “Company”) platform for the empowerment of autistic children and adults, their families, and care givers, which is under development (the “Platform”). By accepting this Agreement, either by accessing or using the Platform, or authorizing or permitting any third party to access or use the Platform, you (“User”) agree to be bound by this Agreement as of the date of such access or use of the Platform. Each party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of the Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound, or any applicable law. The purpose of this Agreement is to establish the terms and conditions under which User may access or use the Platform. YOU SHOULD READ THIS AGREEMENT CAREFULLY, INCLUDING SECTION 3, WHICH CONTAINS IMPORTANT DISCLAIMERS RELATING TO DATA YOU SUBMIT TO THE PLATFORM, AND SECTION 7, WHICH CONTAINS LIMITATIONS ON LIABILITY.

1.1. Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide User access to the Platform. The Platform is under development and the Company is not obligated to provide technical support.

2.1. User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform (“Software”); modify, translate, or create derivative works based on the Platform or any Software (except to the extent expressly permitted by Company or authorized within the Platform); use the Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2.2. Further, User may not remove or export from the United States or Canada or allow the export or re-export of the Platform, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

2.3. User represents, covenants, and warrants that User will use the Platform only in compliance with Company’s standard policies then in effect and all applicable laws and regulations. Although Company has no obligation to monitor User’s use of the Platform, Company may do so and may prohibit any use of the Platform it believes may be (or alleged to be) in violation of the foregoing.

2.4. User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). User shall also be responsible for maintaining the security of the Equipment, User account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of User account or the Equipment with or without User’s knowledge or consent.

3.1. As used herein, “Confidential Information” shall mean any and all technical and nontechnical information provided by Company to User, including but not limited to information regarding (a) patents and patent applications, (b) trade secrets, and (c) proprietary information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Company, and including, without limitation, the Company’s information concerning experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, customer lists, investors, employees, and contractual relationships, forecasts, sales and merchandising, marketing plans and information the Company provides regarding third parties.

3.2. If the Confidential Information is embodied in tangible material (including without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes and samples), it shall be labeled as “Confidential” or bear a similar legend. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure. Notwithstanding the foregoing, any information provided by or on behalf of Company that, by its nature and content, would be readily recognized by a reasonable person to be confidential or proprietary to Company shall also be deemed Confidential Information.

3.3. The User agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose Confidential Information to any third party, except as approved in writing by the Company, and will use the Confidential Information for no purpose other than evaluating or pursuing a relationship with the Company (the “Purpose”). User shall take all reasonable precautions to protect the Confidential Information at all times from unauthorized disclosure, publication, or use, including, without limitation, using at least the same degree of care as it employs to protect its own proprietary information of like nature (but in any event no less than a reasonable degree of care). Notwithstanding the above, User shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that User provides the Company with prior written notice of such disclosure in order to permit the Company to seek confidential treatment of such information, protective order or similar remedy limiting the subsequent use and disclosure of any information required to be disclosed and cooperates with Company in such efforts. The User shall only permit access to Confidential Information to those of its authorized representatives having a need to know for the Purpose and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

3.4. The User shall immediately notify the Company in the event of any loss or unauthorized disclosure of any Confidential Information.

3.5. The User’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the User can document that: (a) it was in the public domain at the time it was communicated to the User; (b) it entered the public domain subsequent to the time it was communicated to the User through no fault of the User; (c) it was in the User’s possession free of any obligation of confidence at the time it was communicated to the User; or (d) it was rightfully communicated to the User free of any obligation of confidence subsequent to the time it was communicated to the User. As used herein, the term “public domain” shall mean readily accessible to the public in a written publication, and shall not mean information the substance of which must be pieced together from a number of different publications or other sources.

3.6. Upon termination or expiration of the Agreement, or upon written request of the Company, the User shall promptly return to the Company all documents, notes and other tangible materials representing the Confidential Information and all copies thereof.

3.7. The User recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The User shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information.

3.8. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of the Company and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by theCompany.

3.9. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning non-public data provided by User to Company in connection with the use of the Platform (“User Data”) and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Company offerings, and (ii) disclose such data solely in aggregate or other deidentified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.10. The Company shall have a fully paid-up, royalty-free, worldwide, transferable, sublicensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Platform or otherwise use any suggestions, enhancement requests, recommendations or other feedback the Company receives from User. The Company also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback the Company receives from User or other third parties acting on User’s behalf.

3.11. User expressly acknowledges and agrees that: (i) the Platform is under development, has not been tested; (ii) because the Platform is in development, it is not fully secure and User Data may be exposed to third parties in connection with security lapses despite any efforts of the Company; (iii) the Platform is not fully compliant with industry standards and may not be compliant with international, national or local rules or regulations, relating to the control, processing, storage, transmission, use or disclosure of personal data, or health data; (iv) User Data will not be anonymous and will be connected to your email, will be used for testing and development purposes and will be accessible by Company employees, contractors, advisors and others, including third parties, participating in the design, development and testing of the Platform. The Company is not responsible for verifying the accuracy of, maintaining the integrity of, or retaining or backing up, User Data. User Data and accounts may be deleted or deidentified at any time. Once deidentified, such data shall no longer be considered data proprietary to the User for purposes of this Agreement.

3.12. The Company and Platform do not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the Platform is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. The Platform is under development and should not be used as a basis for making treatment decisions.

4.1. Proprietary Information of the Company includes (i) any document, record or material that is or has been prepared by or for the User that contains, reflects, interprets or is based directly or indirectly upon any Confidential Information provided by Company, (ii) the existence and terms of this Agreement, (iii) non-public information regarding features, functionality, and performance of the Platform and (iv) the fact that discussions or negotiations are or may be taking place with respect to a possible business relationship involving Company and User, and the proposed terms of any such transaction. Proprietary Information of User “Includes but is not limited to” User Data.

4.2. Company agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the provision of the Platform or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

4.3. User agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that Company can document (a) is or becomes generally available to the public, or (b) was in its possession or known by Company prior to receipt from the User, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the User or (e) is required to be disclosed by law.

4.4. User shall own all right, title and interest in and to the User Data. Company shall own and retain all right, title and interest in and to (a) the Platform and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the implementation of the Platform or any support services, and (c) all intellectual property rights related to any of the foregoing.

5.1. This Agreement continues until terminated upon notice by either party (collectively, the “Term”).

5.2. The Company is not obligated to retain or delete stored User Data following termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8.1. This Agreement shall commence on the Effective Date and expire seven (7) years after the Effective Date, or may be terminated by either party at any time upon thirty (30) days written notice to the other party. The User’s obligations under this Agreement will survive expiration or termination of this Agreement and will be binding upon the User’s heirs, successors and assigns.

8.2. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. This Agreement may not be amended except by a writing signed by both parties hereto.

8.3. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Company in any respect whatsoever.

8.4. This Agreement shall be governed by and construed in accordance with the laws of Delaware without reference to conflict of laws principles. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in New Castle, Delaware, and the parties hereby consent to the personal jurisdiction and venue of these courts.

8.5. User hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be inadequate, and that the Company shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

8.6. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

8.7. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

8.8. User will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment in violation of the foregoing will be null and void.

8.9. User shall not export, directly or indirectly, any technical data acquired pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

8.10. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Each Signed-in user can subscribe to a subscription plan. If so he or she has specific benefits described at the subscription page for the plan the user is subscribed.

Each subscription is valid for a fixed period of time as specified in the subscription page. Your subscription will continue on subscription period basis unless or until you cancel your subscription or the subscription is suspended by BeMe.ai Inc. Credit card holder's account is automatically charged on the same date as the original transaction date at the end of each subscription period. If no corresponding date, then the charge is due at the end of the month (January 31, 2016, subscription renews on February 28, 2016)

Discounts, money back guarantee, rebates or other special offers are only valid for initial term; Subscription renewal is at the then-current full subscription rate. BeMe.ai may terminate the subscription and these terms if it is unable to renew the subscription for any reasons, including inaccurate or outdated payment information. The right of access granted under these Terms is effective only upon payment of the subscription fees. BeMe.ai may increase subscription fees for a subsequent subscription period at any time and for any reason, provided, however, that BeMe.ai provides notice at least fifteen (15) calendar days prior to the expiration of the subscription.

You can cancel your subscription from your account profile page. The only valid method for cancelling your Plan is via the cancellation link provided on your user subscription page, accessible after logging in to the BeMe.ai Website. Requests to cancel by e-mail or phone may not be considered and do not accomplish cancellation. Once you cancel your membership subscription, you may not lose access immediately. Your membership will continue through the end of your current charge cycle. For example: If your credit card is charged on the 10th of the month and you cancel on April 25th, you will not lose access until the May 10th.

Once the subscription fee has been charged, you have 7 days to apply for Money Back. A user is eligible for a full refund, based on our Money Back policy if all of the following conditions are met:

The subscription was created less than 7 calendar days ago; There is no prior subscription and this is the first subscription fee charged for the given subscription.

If you are eligible for Money Back and wish to benefit from it, send an email to support@beme.ai from the email account that is linked with your BeMe.ai account within 7 days from the charge. The subject of the mail must be "Money Back Request". If you do not proceed as described, BeMe.ai. reserves its right to decline the refund.

Once your request is processed and approved, you will be refunded the full amount paid for your subscription fee through the payment method used for the payment of the subscription. All access to the Pro content will be suspended immediately.

We do not provide credit, refund or prorated billing for a subscription cancelled before the end of the subscription period, with the exclusion of our Money Back policy as provided here.