End User License Agreement

ManagingLife Inc.'s End User License Agreement ("Agreement")
Version 3.0, Last Updated: January 15, 2026

This End User License Agreement (“EULA”, together with the Acceptable Use Policy (defined below), supplemental terms, and all other terms, conditions and policies incorporated herein, collectively, the “Agreement”), forms an agreement between You and ManagingLife Inc. (“ManagingLife”, “us”, “our” or “we”), the supplier of the Services (defined below). The term “You” or “Your” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Services (“use” or “using” in this Agreement will mean any of the foregoing). This Agreement sets forth the terms and conditions governing the provision and use of our tool powered by generative AI technologies (“Solace”) and any other ManagingLife’s products and services, including models, software, applications, mobile application software and application programming interface that links to this EULA (collectively, the “Services”).

MANAGINGLIFE DOES NOT PROVIDE ANY HEALTH SERVICE, MEDICAL SERVICE OR MEDICAL DEVICE BY OR THROUGH THE SERVICES, REPORT (DEFINED BELOW) OR ANY OUTPUT (DEFINED BELOW). WITHOUT LIMITING THE FOREGOING, THE SERVICES AND OUTPUTS ARE NOT INTENDED FOR URGENT CARE OR MEDICAL EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY TELEPHONE NUMBERS OR YOUR LOCAL EMERGENCY ASSISTANCE SERVICE IMMEDIATELY FOR ASSISTANCE.

BY USING THE SERVICES IN ANY WAY OR BY CLICKING TO ACCEPT THIS AGREEMENT, YOU:
  • REPRESENT AND WARRANT THAT:
    • YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION;
    • YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND
    • ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND
  • AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES.
  1. Access to Services and Restrictions on Use
    1. Subject to the terms and conditions of this Agreement, we hereby grant You a limited, non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the Services, solely for Your non-commercial use or use in connection with the business of the provision of care or participation in a study or clinical trial. The Services and all materials provided by us hereunder are made available or licensed and are not “sold” to You.
    2. You will not, and will not permit others to use or access the Services:
      1. except in accordance with the Acceptable Use Policy currently located at https://managemypainapp.com/aup as updated by use from time to time (“Acceptable Use Policy”); or
      2. for any purpose or in any manner not expressly permitted in this Agreement.
    3. We may, from time to time and in our sole discretion, without limiting any of our other rights or remedies at law or in equity, under this Agreement, suspend or permanently disable Your access to Solace, any other Services or features, terminate this Agreement and we may permanently disable or delete Your account and user identification (“User ID”) (or any part of them) without notice and without liability to You or any person for any reason, including:
      1. if we determine that You have breached this Agreement (including the Acceptable Use Policy); or
      2. where we are required to do so for legal reasons (including without limitation if required by governmental or regulatory authority, applicable laws or as a result of a change in applicable law).
  2. Intellectual Property; Ownership
    1. You retain all right, title and interest in and to any data (other than Aggregated Data (defined below)), Submissions (defined below), Feedback (defined below), information, content, records, and files that You load or enter into, transmit to, or make available to the Services, including personal information provided by You, including Prompts (defined below) and Output (to the extent permissible under applicable law) (collectively, “Your Data”) including any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”) in such Your Data.
    2. You grant ManagingLife a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sublicensable, transferable, and fully paid-up license and right to collect, use, modify, retrieve, disclose, retain, store, delete or manage Your Data to:
      1. provide the Services and perform its obligations under this Agreement;
      2. develop and improve the Services and other ManagingLife Property and our other offerings (including as otherwise permitted in this Acceptable Use Policy and the Privacy Policy (defined below)); and
      3. produce or generate data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). ManagingLife may process the Aggregated Data any purpose and without restriction or obligation to You of any kind.
    3. ManagingLife or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:
      1. the Services;
      2. Aggregated Data;
      3. any Reports or deliverables generated from the Services;
      4. all technology used to generate, update and/or maintain the Services, other software, tools, services, documentation, content, features and functionalities that we make available to You through the Services; and
      5. any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (“Modifications”) to the foregoing (i) to (iv) (collectively “ManagingLife Property”). Any trademarks, logos, product and service names, designs, images and slogans appearing in or on the Services are the exclusive property of ManagingLife (or its third-party suppliers) and may not be used in any manner without our express written consent. All rights not expressly granted to You in this Agreement are reserved by ManagingLife.
    4. To the extent that You submit ideas, suggestions, documents, or proposals regarding the Services to ManagingLife (“Feedback”), You acknowledge and agree that:
      1. the Feedback does not contain confidential or proprietary information, and we are not under any obligation of confidentiality with respect to the Feedback; and
      2. we will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to You for such use.
  3. Intellectual Property; Ownership
    1. Our Privacy Policy, accessible at https://managemypainapp.com/privacy-policy (the “Privacy Policy”), describes the purposes for which we collect, use and disclose Your personal information. We may share and disclose Your personal information with third parties as provided in the Privacy Policy; and
    2. Solace and other Services will generate Output based on Prompts that You provide. The specific Output that the Solace and other Services will return based on Your Prompts cannot be predicted in advance. Solace and other Services might generate Output that You consider offensive or objectionable and/or that does not represent ManagingLife’s views. By agreeing to these terms and by using Solace and other Services, You recognize and assume the risk that the Prompts You provide might result in generation of Output that You consider offensive or objectionable. You also recognize and agree that You are solely responsible for Your use of, and/or any actions You take in relation to, Output generated by Solace and other Services based on Your Prompts. Your use of, and reliance on, the Services is at Your own risk, and You must comply with all applicable laws and regulations (including export controls) in doing so.
  4. Accounts and Submissions
    1. Use of all or part of the Services may require the registration of a user account. Your user name and password are for Your personal use only and should be kept confidential; You are responsible for any use or misuse of Your account, and You must promptly notify us of any unauthorized access to or use of Your account.
    2. You may enter, submit, and make available certain materials and information (each, a “Submission”) through or in connection with the Services. You acknowledge that, if Your Submissions are not complete and accurate, this may negatively impact Your use of the Services. We will not be liable for any loss caused by or other results of Your incomplete or inaccurate Submissions. We do not monitor or alter Submissions, but we may analyze Your access to and use of the Services to the extent permitted by applicable law. The Services may include the option to create, export, and/or transfer reports based on Your Submissions (“Reports”). When You choose to share Reports with others (e.g., between patient and medical professional), You acknowledge that we have no control over and are not responsible for how Reports are shared with others outside of the Services nor for any use or misuse of Reports by those that You share them with.
  5. Third-Party Products
    1. The Services leverages third party large language models and AI algorithms and platforms (“Third-Party Services”) including to generate suggested text, information, results, images, and other materials (collectively, the “Output”) in response to Your prompts (“Prompts”). ManagingLife does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. ManagingLife is not responsible for Outputs, and You are responsible for checking Outputs for accuracy and suitability. The Outputs provided by the Services do not reflect the views, opinions, or recommendations of ManagingLife, our affiliates or our personnel.
    2. Parts of the Services may make available access to products, services and materials by third parties that are not themselves part of the Services provided by us (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using the Services, You agree that we can provide You with the applicable Third Party Materials. “Third-Party Products” means Third Party Materials and Third-Party Services, collectively or any part of them.
    3. We do not endorse, control or have any liability for any Third-Party Products, including the accuracy, legality or safety of any Third-Party Products. Nothing in these terms is a representation or warranty by us with respect to any Third-Party Products. We have no obligation to monitor Third-Party Products, and we may block or disable access to any Third-Party Products through the Services at any time.
    4. Your use of Third-Party Products is at Your own risk and is subject to any additional terms, conditions and policies applicable to such Third-Party Products.
  6. Warranties; Disclaimer
    1. You represent, warrant, and covenant to ManagingLife that:
      1. You have obtained all rights, consents, and permissions, and made all requisite disclosures, necessary in order to provide the Your Data (including all Prompts) to ManagingLife and for ManagingLife to exercise its rights and to perform its obligations under this Agreement; and
      2. You will comply with all applicable laws, or policies that apply to Your use of Services, Output or Third-Party Products.
    2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES (OR ANY PART OF THEM), OUTPUT, THIRD-PARTY PRODUCTS, ANY OTHER PRODUCTS AND SERVICES PROVIDED BY MANAGINGLIFE TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. MANAGINGLIFE DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR OUTPUTS. EXCEPT AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MANAGINGLIFE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, AVAILABILITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS IS STRICTLY BETWEEN YOU AND THE THIRD PARTY.
    3. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, MANAGINGLIFE IS A TECHNOLOGY COMPANY. MANAGINGLIFE DOES NOT PROVIDE ANY HEALTH SERVICE, IS NOT A HEALTH CARE PROVIDER, DOES NOT ENGAGE ANY HEALTH CARE PROVIDERS, AND IS NOT ENGAGED IN THE PRACTICE OF MEDICINE, NURSING, PSYCHOLOGY, PSYCHOTHERAPY, SOCIAL WORK, THERAPY OR ANY OTHER HEALTH PROFESSION. YOU AGREE THAT NO MEDICAL ADVICE, HEALTH ADVICE, AND/OR OTHER ENGAGEMENT IS PROVIDED THROUGH THE SERVICES, REPORTS, OUTPUTS AND/OR OTHERWISE BY US AND/OR BY ANYONE ON OUR BEHALF. THE SERVICES, REPORTS AND OUTPUTS ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR JUDGMENT AND SHOULD NOT BE USED TO REPLACE OR AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR JUDGMENT. THE SERVICES, REPORTS AND OUTPUTS ARE NOT A MEDICAL DEVICE AND ARE NOT INTENDED FOR USE IN DIAGNOSING, TREATING, MITIGATING OR PREVENTING A DISEASE, DISORDER OR ABNORMAL PHYSICAL STATE, OR ANY OF THEIR SYMPTOMS. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, USE OF ANY OF MANAGINGLIFE PROPERTY AND THIRD-PARTY PRODUCTS MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. YOU WILL EVALUATE THE ACCURACY OF ANY OUTPUT OR REPORT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT, REPORT AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE SERVICES OR ANY OTHER OF MANAGINGLIFE PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED YOUR DATA.
    4. If You are a resident of a Member State of the European Union or of the European Economic Area, or of the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside Your trade, craft, business or profession, You have statutory warranty rights for the conformity of the Services; such rights remain unaffected by the aforementioned exclusions and limitations.
  7. Limitation of Liability; Indemnification
    1. To the fullest extent permitted under applicable law:
      1. we or our affiliates or our or their respective officers, directors, shareholders, employees, contractors, agents, licensors, licensees and services providers and any successors and assigns of the foregoing (collectively with ManagingLife, the “ManagingLife Parties”), will not be liable for any:
        1. special, exemplary, punitive, indirect, incidental or consequential damages;
        2. lost or loss of (a) savings, (b) profit, (c) data, (d) use, or (e) goodwill;
        3. business interruption;
        4. costs for the procurement of substitute products or services;
        5. personal injury or death; or
        6. personal or property damage arising out of or in any way connected to this Agreement, regardless of cause of action or the theory of liability, whether in contract, tort (including negligence or gross negligence), or otherwise, even if notified in advance of the possibilities of such damages;
      2. without limiting the foregoing, we will not be liable for damages of any kind resulting from Your use of or inability to access and/or use the Services, Submissions (including Reports), Outputs, or Third-Party Products, including from any virus that may be transmitted in connection therewith;
      3. Your sole and exclusive remedy for dissatisfaction with the Services, Outputs, or Third-Party Products is to stop using the Services; and
      4. our maximum total aggregate liability (including any previously paid losses) in connection with or under this Agreement, whether in contract, tort (including negligence or gross negligence), or otherwise, will not exceed, shall be one hundred U.S. Dollars ($100).
    2. If You are a resident of a Member State of the European Union or of the European Economic Area, or of the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside Your trade, craft, business or profession, nothing in this EULA shall have the effect of excluding or limiting our legal liability under applicable law in the event of death or personal injury or in other cases where liability cannot be excluded or limited by agreement in advance (such as e.g. under applicable product liability laws).
    3. To the fullest extent permitted under applicable law, You will defend, indemnify and hold harmless ManagingLife Parties from and against any claim, suit, proceedings, damages, fees, expenses, damages or other liability arising out of or related to:
      1. Your use of the Services;
      2. Your breach of its warranty, including the warranty set out in Section 6(a) above, or
      3. Your breach of this Agreement (including the Acceptable Use Policy) or violation of applicable law.
  8. Term; Termination
    1. This Agreement is effective until terminated (the “Term”).
    2. Without prejudice to any mandatory termination rights under applicable law, You may terminate the Agreement at any time by sending a written notice of termination to us, e.g. via e-mail to contact@managinglife.com.
    3. We may terminate this Agreement and Your right to use of the Services by written notice to You:
      1. on thirty (30) days’ prior notice to You for any reason;
      2. immediately by notice via e-mail to You if You commit a material or persistent breach of this Agreement which You fail to remedy (if remediable) within fourteen (14) days after the receipt by You of notice requiring You to do so; or
      3. immediately and without notice as otherwise permitted in this Agreement.
    4. Notwithstanding anything to the contrary in this Agreement, no termination of this Agreement will relieve any party of any of such party’s obligations or liabilities accrued prior to such termination. Termination of this Agreement by us will be without prejudice to any other right or remedy that we may have, now or in the future. Upon termination for any reason:
      1. all rights granted to You under this Agreement shall cease;
      2. we may, without liability to You or any third party, immediately deactivate or delete Your account, and all associated materials, without any obligation to provide any further access to such materials; and
      3. You must immediately cease Your use of the Services and uninstall the App from Your device.
    5. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Sections 1(a), 1(b), 1(c), 2, 3, 6, 7, 8(d), 9, 11, and 12 and this Section.
  9. Communication; Notices
    1. If You wish to contact us with questions or concerns regarding the Services, or if the Agreement requires You to give us notice, You can send this to us by e-mail to contact@managinglife.com. Please note that e-mail communications may not be secure so You should not include sensitive information in Your e-mail correspondence with us.
    2. If we have to contact You or give You notice, we will do so using the contact details You provide to us in Your request for the Services.
  10. Force Majeure
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement we will use our reasonable endeavors to find a solution by which our obligations under this Agreement may be performed.
  11. App Store Terms
    1. If You download the App from a third party app store (including but not limited to the Apple® App Store or Google® Play Store), app store terms, rules and policies may apply, and, if so, such rules and policies will apply instead of this Agreement where the two conflict.
    2. In addition to Your agreement with this Agreement, notwithstanding anything to the contrary herein, the following provisions apply with respect to Your use of any version of the App downloaded from a third party app store. The third party who operates the app store or other service from which You downloaded the App (“App Store Operator”) is not a party to this Agreement and does not own and is not responsible for the App. App Store Operator is not providing any warranty for the App except, if applicable, to refund the purchase price for it. App Store Operator is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any Third-Party Product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to Intellectual Property Rights, must be directed to us and not the App Store Operator. You must comply with the terms of any third-party agreement applicable to You when using the App, such as Your wireless data service agreement. The App Store Operator and the App Store Operator’s subsidiaries are third-party beneficiaries of this Agreement and, upon Your acceptance of this Agreement, have the right (and are deemed to have accepted the right) to enforce this Agreement against You as a third-party beneficiary thereof; notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.
  12. General Provisions
    1. This Agreement together with any other documents explicitly referred to herein constitutes the entire agreement between You and us and governs Your use of the Services (excluding any other agreement which You have agreed to with us) and replaces any prior or contemporaneous agreements, understandings and arrangements between You and us in relation to the Services. If there is a conflict between the terms of this EULA and the Acceptable Use Policy, the terms and conditions of the Acceptable Use Policy will prevail with respect to any subject matters covered in the Acceptable Use Policy.
    2. We may transfer our rights and obligations under this Agreement to another organization, but this will not affect Your rights or our obligations under this Agreement. To the extent such restriction is permitted by applicable law, You may only transfer Your rights or obligations under this Agreement to another person if we agree in writing.
    3. If we fail to insist that You perform any of Your obligations under this Agreement, or if we do not enforce or delay in enforcing our rights against You, that will not mean:
      1. we have waived our rights against You or
      2. You do not have to comply with those obligations or
      3. we will automatically waive any later breach by You.
    4. Each of the provisions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    5. We may update this Agreement as part of the agreement regarding the Services between You and us from time to time by asking You to accept the updated version or, to the extent permitted by applicable law, by notifying You of such updates in accordance with the following provisions of this paragraph. Any update will be notified to You at least sixty (60) days prior to its effective date and such notification will state the effective date of such update. You have the right to object to any update of this Agreement within fifteen (15) days after the date of receipt of the notification of such update. In case of a timely objection, the update will not take effect and the existing agreement between You and us shall continue with the terms of the existing Agreement. If You do not object, the update shall be deemed accepted by You and become part of the agreement between You and us on the date specified in the notification. In our notification, we will inform You of Your right to object and of the consequences of non-objection.
    6. Updates to the Services may be issued through us or the App Store Operator. Your ability to use the latest version of the Services may depend on You downloading the update.
    7. This Agreement is governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its principles of conflicts of law, and regardless of Your location. If You are a resident of a Member State of the European Union or of the European Economic Area, or of the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside Your trade, craft, business or profession, the foregoing choice of governing law will not have the result of depriving You of the protection afforded to You by provisions that cannot be derogated from by agreement by virtue of the laws applicable where You habitually reside.
    8. You agree to exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If You are domiciled in a Member State of the European Union or of the European Economic Area, or in the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside Your trade, craft, business or profession, the foregoing choice of forum and venue does not apply to You, and the forum for any disputes between You and us shall instead be determined by applicable law.
    9. The EU Commission provides a platform for online dispute resolution at https://ec.europa.eu/consumers/odr. We are neither obligated nor ready to participate in online dispute resolution.