1.1."Content" means all information, text, graphics, images, logos, data, software, and other materials available on or through the Services, including User Content and Company Content.

1.2."Company Content" means all Content provided, created, or made available by the Company on or through the Services, including all information related to microbiome solutions, products, research, and related topics.

1.3.“User Content" means any information, data, or materials submitted by you to the Company through the Services, including email addresses, survey responses, and other information provided through waitlist signup or other Services features.

1.4."Intellectual Property Rights" means all worldwide rights under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, including all applications, registrations, renewals, and extensions thereof.

2.1.Acceptance. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our privacy policy (“Privacy Policy”) located at https://www.liveappi.com/privacy-policy, which is incorporated herein by reference. If you are accessing or using the Services on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms.

2.2.Modification. We reserve the right, in our sole discretion, to modify, amend, or update these Terms at any time without prior notice. Any such modifications shall be effective immediately upon posting on the Company platforms or through the Services. Your continued use of the Services following the posting of revised Terms constitutes your acceptance of such modifications. We will update the "Last Updated" date at the top of these Terms to reflect the date of the most recent revision. You are responsible for reviewing these Terms periodically to ensure that you are aware of any modifications.

2.3.Additional Terms. Certain features, services, or areas of the Services may be subject to additional terms and conditions, which will be made available in connection with such features, services, or areas. All such additional terms are incorporated into these Terms by reference.

3.1.License. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use.

3.2.Restrictions. You agree that you will not, and will not permit any third party to:

A.Use the Services for any commercial purpose or for the benefit of any third party without the Company's prior written consent;

B.Copy, modify, create derivative works of, distribute, transmit, broadcast, or otherwise exploit any Content, except as expressly permitted by these Terms;

C.Use any automated means, including robots, spiders, scrapers, or data mining tools, to access, monitor, or copy any portion of the Services or Content;

D.Attempt to gain unauthorized access to any portion of the Services, computer systems, or networks connected to the Services, through hacking, password mining, or any other means;

E.Interfere with or disrupt the operation of the Services or servers or networks connected to the Services, or violate any requirements, procedures, policies, or regulations of such networks;

F.Transmit or upload any viruses, worms, Trojan horses, or other harmful or malicious code;

G.Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices from the Services or Content;

H.Use the Services in any manner that violates any applicable federal, state, local, or international law or regulation; or

I.Attempt to do any of the foregoing.

3.3.Reservation of Rights. The Company reserves all rights not expressly granted in these Terms. No licenses or rights are granted to you by implication or otherwise, except as expressly set forth in these Terms.

4.1.Informational Purposes Only. ALL CONTENT ON THE SERVICES, INCLUDING ALL INFORMATION RELATED TO MICROBIOME SOLUTIONS, PRODUCTS, RESEARCH, HEALTH, WELLNESS, DIGESTIVE HEALTH, GUT HEALTH, NUTRITION, SUPPLEMENTS, AND RELATED TOPICS, IS PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. THE SERVICES AND COMPANY CONTENT ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR PROFESSIONAL HEALTHCARE GUIDANCE OF ANY KIND.

4.2.No Medical Advice. THE COMPANY CONTENT DOES NOT CONSTITUTE MEDICAL ADVICE AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR CONSULTATIONS WITH QUALIFIED HEALTHCARE PROFESSIONALS. YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION, HEALTH CONCERN, TREATMENT OPTION, OR DIETARY CHANGE. DO NOT USE THE SERVICES OR COMPANY CONTENT AS A BASIS FOR MAKING DECISIONS ABOUT YOUR HEALTH WITHOUT CONSULTING A QUALIFIED HEALTHCARE PROFESSIONAL.

4.3.No Product Efficacy Representations. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SAFETY, EFFICACY, SUITABILITY, OR EFFECTIVENESS OF ANY PRODUCT, SUPPLEMENT, OR MICROBIOME SOLUTION REFERENCED ON THE SERVICES. INDIVIDUAL RESULTS MAY VARY, AND THE COMPANY DOES NOT GUARANTEE OR WARRANT ANY SPECIFIC OUTCOMES, BENEFITS, OR HEALTH IMPROVEMENTS FROM THE USE OF ANY PRODUCT OR INFORMATION REFERENCED ON THE SERVICES.

4.4.Reliance at Your Own Risk. ANY RELIANCE YOU PLACE ON INFORMATION OBTAINED FROM THE SERVICES IS STRICTLY AT YOUR OWN RISK. THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON COMPANY CONTENT BY YOU OR ANY OTHER VISITOR TO THE SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY CONTENT ON THE SERVICES.

4.5.Third-Party Information. THE SERVICES MAY CONTAIN INFORMATION FROM THIRD PARTIES, INCLUDING RESEARCH SUMMARIES, STUDIES, OR GENERAL HEALTH INFORMATION. THE COMPANY DOES NOT ENDORSE, VERIFY, OR WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY THIRD-PARTY INFORMATION AND DISCLAIMS ALL LIABILITY RELATED TO SUCH INFORMATION.

5.1.Waitlist Signup. The Company’s Services may offer a waitlist signup feature that allows you to express interest in future products or services. By signing up for the waitlist, you agree to provide your email address and, at your option, additional information such as your ZIP code, interest in purchasing or subscribing to products when launched, your experience with any digestive issues, or other information you may provide through the Company’s questionnaire or survey.

5.2.Voluntary Submission. You acknowledge that your submission of User Content, including waitlist signup information and responses to our questionnaires, is entirely voluntary.

5.3.Data Collection and Use. Information you submit through the waitlist, questionnaire, to the Services, or otherwise to the Company will be collected and processed in accordance with our Privacy Policy. By submitting User Content, you consent to the collection, use, and disclosure of such information as described in the Privacy Policy.

5.4.License to User Content. By submitting User Content to the Company, you grant the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such User Content in connection with the Services and the Company's business operations, including for purposes of analyzing user interest, improving products and services, and communicating with you.

5.5.Representations Regarding User Content. You represent and warrant that:

A.You own or have the necessary rights, licenses, consents, and permissions to submit the User Content and to grant the license set forth in Section 5.4 above;

B.Your User Content does not and will not infringe, misappropriate, or violate any third party's Intellectual Property Rights or other proprietary or personal rights;

C.Your User Content does not contain any false, misleading, defamatory, obscene, or otherwise unlawful material; and

D.Your User Content complies with all applicable laws and regulations.

5.6.No Obligation to Use. The Company has no obligation to monitor, use, or respond to User Content. The Company reserves the right, in its sole discretion, to remove, edit, or reject any User Content for any reason or no reason.

6.1.The Services and all Company Content, including all text, graphics, logos, images, software, trademarks, service marks, and other materials, are owned by the Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other Intellectual Property Rights laws. All rights, title, and interest in and to the Services and Company Content remain with the Company or its licensors. You may not use any trademark, service mark, or trade name of the Company or any of the Company Content without the Company's prior written consent.

6.2.If you provide the Company with any feedback, suggestions, or ideas regarding the Services or Company's products or services ("Feedback"), you hereby assign to the Company all rights, title, and interest in and to such Feedback. The Company shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as it sees fit, without obligation or compensation to you.

8.1.Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY CONTENT.

8.2.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3.Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

8.4.Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE SERVICES AND CONTENT WOULD NOT BE PROVIDED TO YOU WITHOUT THESE LIMITATIONS.

9.1.Indemnification Obligation. You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to: (A) your use of or inability to use the Services or Content; (B) your breach or alleged breach of these Terms; (C) your violation of any law, regulation, or third-party right, including any Intellectual Property Right or privacy right; (D) your User Content or any other content or information you submit to the Services; or (E) any allegation that your User Content caused damage to a third party.

9.2.Control of Defense. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses.

9.3.Survival. This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Services.

10.1.Mandatory Arbitration. Except as set forth in Section 10.3 below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your use of the Services (collectively, "Disputes") shall be resolved exclusively by binding arbitration administered by American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, except as modified by this Section 10.

10.2.Arbitration Procedures.

A.The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree within thirty (30) days, appointed by the AAA. The arbitration shall take place in the State of California. The arbitrator shall apply the substantive law of the State of California, without regard to its conflict of laws principles. The arbitrator's decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

B.Discovery in the arbitration shall be limited to matters directly relevant to the Dispute and shall be conducted in accordance with the rules of AAA.

C.The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

D.Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, except as otherwise awarded by the arbitrator in accordance with applicable law.

10.3.Exceptions to Arbitration. Notwithstanding Section 10.1 above, either party may bring an action in a court of competent jurisdiction: (A) to seek injunctive or other equitable relief to protect its Intellectual Property Rights or confidential information; or (B) for claims that fall within the jurisdiction of a small claims court, provided that the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

10.4.Class Action Waiver. YOU AND THE COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS OR REPRESENTATIVE BASIS OR TO PARTICIPATE AS A MEMBER OF ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF A COURT OR ARBITRATOR DETERMINES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE AS TO ANY CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF SHALL BE SEVERED AND PROCEED IN COURT, AND ALL OTHER CLAIMS SHALL BE ARBITRATED.

10.5.Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

10.6.Governing Law. These Terms and any Disputes shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles.

10.7.Exclusive Venue for Non-Arbitrable Claims. For any Disputes not subject to arbitration under this Section 10, you and the Company consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of California.

11.1.Entire Agreement. These Terms, together with the Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and the Company regarding the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding the subject matter hereof.

11.2.Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms.

11.3.Waiver. No waiver by the Company of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

11.4.Assignment. You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder, by operation of law or otherwise, without the Company's prior written consent. Any attempted assignment, transfer, or delegation in violation of this Section shall be null and void. The Company may assign, transfer, or delegate these Terms or any rights or obligations hereunder without restriction. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

11.5.Force Majeure. The Company shall not be liable for any delay or failure to perform any obligation under these Terms due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

11.6.No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

11.7.Headings. The headings and captions used in these Terms are for convenience only and shall not affect the interpretation of these Terms.

11.8.Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified or registered mail, return receipt requested. Notices to the Company shall be sent to the contact information provided in Section 12 below. Notices to you shall be sent to the address or email provided by you, if any.