UpHealth Inc., its affiliates, and its partners ("we" or "us") are providing this website ("Site") for your use, subject to your agreement with these "Terms of Service".

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE. These Terms of Service constitute an agreement between UpHealth Inc. and you. By using the Site, you are engaging in our "Service", and you affirm that you are able and legally competent to agree to, and comply with, these Terms of Service. If you do not agree to these Terms of Service, or if you are not legally qualified to agree to them, then you may not continue to use the Site. By agreeing to these Terms of Service, you represent that you are, at least the age of majority in your state of residence, legally able to represent yourself, and if on the behalf of an organizational body, authorized to represent said organization.

Use of this Site constitutes a limited license to view content, connect, and/or interact with us, or our content, for a single site user, within the duration of a single open-browser-session.

You can review the most current version of the Terms of Service at any time on our website at https://oceanbiomedical.com/terms-of-service . We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

1 – Professional Services Terms

You may not use our information or services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

We do not guarantee that we will provide you with any services. We reserve the right to withhold services at our sole discretion for the reasons of, but not limited to, irreconcilable logistics, unfavorable business outlook, geo-political limitations, lack of capacity, or inability to verify facts.

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your license to use the site.

2 - General Conditions

You understand that your information may be held or transferred un-encrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

3 - Accuracy, Completeness and Timeliness of Information

We are not responsible if information made available on this Site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or timelier sources of information. Any reliance on the material on this Site is at your own risk.

This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.

4 - Modifications to the Services

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, suspension or discontinuance of the Service.

5 - Intellectual Property Rights

All site content and assets, including photography, copy, concepts, and ideas, remain the property of Ocean Biomedical, its affiliates, and its partners.

The Site contains valuable service marks owned or licensed by us, including but not limited to, the UpHealth name and wordmark, the UpHealth logo, (collectively, the "UpHealth Inc Marks"). Any use of the UpHealth Inc Marks without prior written permission is strictly prohibited. The arrangement and layout of the Site, including but not limited to, the UpHealth Inc Marks, images, text, graphics, buttons, navigation, and other content or material (collectively, the "Site Content"), are the sole and exclusive property of UpHealth Inc, its affiliates, and its partners

UNAUTHORIZED COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING DERIVATIVE WORKS OF OR DUPLICATING ALL OR ANY PART OF THE SITES IS PROHIBITED, with the exception of temporarily retained content, that is reasonably necessary to make an informed decision for engagement with us, and that is thereafter immediately deleted or destroyed.

6 - Press / Blogs / Links

If you intend to feature our Site, in whole or part, within a publication or to include a web link to our Site from another property, we only ask that you get our permission first. Please contact us via one of the following options:

Fill out the web contact form by clicking the ‘connect’ button on our website, or navigating directly to https://uphealth.com/contact,

Write to our general inquiry email address, [email protected]

7 - Third-Party Links

Certain content and services available via our Service may include materials from third-parties.

Third-party links on this Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of these Sites, and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

8 - User Submissions

If, at our request, you send certain specific Submissions or, without a request from us, you voluntarily send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'Submissions'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us. We are and shall be under no obligation to maintain any Submissions in confidence or to pay compensation for any submissions.

You agree that your submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your submissions will not contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.

9 - Personal Information

Your submission of personal information through the Site is governed by our Privacy Policy, which you can review here: http://uphealthinc.com/privacy-policy

10 - Errors, Inaccuracies and Omissions

Occasionally there may be information on our Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to service descriptions and availability. We reserve the right to correct any errors, inaccuracies or omissions, at any time without prior notice.

However, we undertake no obligation to update, amend or clarify information in the Service or on any related website, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

11 - Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

12 - Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or fitness for an unstated purpose.

In no case shall Ocean Biomedical, our partners, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

13 - Indemnification

You agree to indemnify, defend and hold harmless Ocean biomedical. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

14 - Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforce-ability of any other remaining provisions.

15 - Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by ceasing to use our Site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and/or accordingly may deny you access to our Services (or any part thereof).

16 - Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this Site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

17 - Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Rhode Island, United States.

18 - Changes to Terms of Service

You can review the most current version of the Terms of Service at any time at this webpage. https://oceanbiomedical.com/terms-of-service

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to the above webpage. It is your responsibility to check this webpage periodically for changes. Your continued use of or access to this website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

19 - Contact Information

Questions about the Terms of Service should be sent to us via one of the following three options:

• Fill out the web contact form by either clicking the ‘connect’ button on our website, or navigating directly to http://uphealthinc.com/contact,

• Write to our general inquiry email address, [email protected], or

• Send a physical letter to our corporate office, at the following address:

UpHealth Inc.