THE COUCH END USER LICENSE AGREEMENT

This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and K&A Apps LLC (“Company”). This Agreement governs your use of the The Couch mobile application, (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

BY CLICKING THE “AGREE BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION.

1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:

(a) download, install, and use the Application for your personal, non- commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application's documentation; and

(b) access, stream, download, and use on such Mobile Device the features, functionality, and content made available in or otherwise accessible through the Application (“Content and Services”), strictly in accordance with this Agreement.

2. License Restrictions. You shall not:

1. (a)  copy the Application, except as expressly permitted by this Agreement;

2. (b)  modify, translate, adapt, or otherwise create derivative works or

improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or

3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Health Insurance Portability & Accountability Act. Some users you may interact with in connection with the Application, such as the Therapists (as defined below), qualify as “health care providers” (“Health Care Providers”) under the Health Insurance Portability & Accountability Act (“HIPAA”). Such Health Care Providers may require you to review and acknowledge their specific HIPAA Notice of Privacy Practices; any such terms are between you and such Health Care Provider. You agree to review our Privacy Policy, which provides additional information on how we may use your User Submissions (as defined below) and any communications between you and such Health Care Provider.

5. No Medical Advice; No Doctor - Patient Relationship; Not for Emergencies.

(a) You acknowledge and agree that Company does not offer medical advice or diagnoses or engage in the practice of medicine, and that the Application is not intended to be a substitute for professional medical advice, diagnosis, or treatment and is offered for informational and communicative purposes only. The Application is not intended to be, and you shall not understand it to be, the practice of medicine, nursing, pharmacy or other healthcare advice by Company. The Application is not meant to diagnose or treat any conditions; only your medical professional can determine the right course of treatment for you and determine what is safe, appropriate and effective based on your needs. Reliance on any information provided by Company or in connection with the Application, including without limitation any Content and Services, is solely at your own risk. You are solely responsible for any decisions or actions you take based on the information and materials available through the Application.

(b) You acknowledge that although some Content and Services you may access from us may be provided by healthcare professionals or other individuals in the medical profession, the provision of such Content and Services, or any other aspect of the Application, does not create a medical professional/patient relationship between you and Company or between any other individual or entity, and does not

constitute an opinion, medical advice, or diagnosis or treatment or other provision of medical or health care of any kind. The Content and Services that you obtain or receive from us, our employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Application, is for informational, scheduling and payment purposes only. Your use of any the Application and the Content and Services is not a substitute for healthcare. You should always obtain applicable diagnostic information from appropriate trusted sources. You should never delay seeking professional medical advice because of something they have read in connection with our Application.

(c) OUR APPLICATION SHOULD NEVER BE USED AS A SUBSTITUTE FOR EMERGENCY CARE. IF YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, YOU SHOULD SEEK EMERGENCY TREATMENT AT THE NEAREST EMERGENCY ROOM OR DIAL 911.

6. Relationship with Therapists. Some features of the Application are intended to assist users (“User(s)”) in finding a therapist or other healthcare professional (“Therapist”). Before receiving services from any Therapist (“Therapist Services”), you agree you are responsible for making your own determination that the recommended Therapist is suitable. Company is only responsible for connecting you with Therapists, and shall not be responsible for making sure that Therapist Services are actually provided or are up to a certain standard of quality. Company shall not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting or arising from, or related to, the use of the Application whatsoever. Company similarly shall not be responsible for ensuring that information (including credentials) a Therapist provides about himself or herself, or any Content and Services provided by a Therapist, is accurate or up-to-date. You acknowledge and agree that Company does not control the actions of any Therapist, and Therapists aren’t Company employees. Company does not endorse or recommend any Therapist, any Therapist Services or any other Content and Services or other information that you may access through the Application. Therapists are your independent contractors, and not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Company. Company does not offer the Therapist Services and does not employ individuals to perform the Therapist Services. You hereby acknowledge that Company does not supervise, direct, control or monitor the Therapist Services and expressly disclaims any responsibility and liability for the Therapist Services, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.

7. Therapist’s Conduct. If you have registered to use the Application as a Therapist, you agree as follows:

(a) When communicating with other Users of the Application, you shall exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a User as mandated by your professional and regulatory agencies.

(b) You shall not agree to provide to Users any services other than Therapist Services.

(c) You shall not provide to Users any services which may not be lawfully or ethically rendered or provided through the Application according to the laws, regulations and ethics that apply in the your jurisdiction.

(d) You acknowledge and agree to inform Users that the any advice or information that you provide to a User through the Application, are not in any way to be considered a substitute for an in-person interaction between the User and you or any other professional.

(e) For emergency matters and issues, you shall instruct the User to immediately call 911 or their local emergency assistance number.

(f) Regardless of your professional and educational training, you agree to never engage in the practice of medicine through the Application, including, without exception, diagnosing medical conditions and prescribing or dispensing any medications.

(g) You shall not use this Application to solicit any illegal or unethical activity or other activity which infringes our rights or the rights of others, including, without limitation, promoting other legitimate business activities or selling any products whatsoever, regardless of the legality of the products.

(h) You shall be bound by any and all applicable local, state, federal or international law, statute, ordinance, rule, regulation, or ethical code in relation to the use of the Application and to his/her relationship and interactions with the Users and with the Company. The Therapist further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.

8. User Contributions.

(a) The Application contains features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Application. You agree that all User Contributions shall comply with the Content Standards set out below. Any User Contribution you post to the Application shall be considered non-confidential and non-proprietary. By providing any User Contribution on the Application, you grant us and our affiliates and service providers, and each of their

and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.

(b) You represent and warrant that:

(i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

(ii) All of your User Contributions do and will comply with this Agreement.

(iii) You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

(iv) We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Application.

9. Monitoring and Enforcement; Termination (a) Company shall have the right to:

(i) Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

(ii) Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Application or the public, or could create liability for the Company.

(iii) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

(iv) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Application.

(v) Terminate or suspend your access to all or part of the Application for any or no reason, including without limitation, any violation of this Agreement.

(b) Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

(c) Company shall not be liabile for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

10. Content Standards. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, you agree that your User Contributions shall not:

(a) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

(b) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

(c) Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

(d) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy.

1. (e)  Be likely to deceive any person.

2. (f)  Promote any illegal activity, or advocate, promote, or assist any unlawful

act.

(g) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

(h) Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

(i) Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

(j) Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

11. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

12. Geographic Restrictions. The Content and Services are based in the state of California in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

13. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You

further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

14. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third- Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

15. Term and Termination.
(a) The term of Agreement commences when you install the Application and

will continue in effect until terminated by you or Company as set forth in this Section 15.

(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.

(c) Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

(d) Upon termination:

(i) all rights granted to you under this Agreement will also terminate; and

(ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.

(e) Termination will not limit any of Company's rights or remedies at law or in equity.

16. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

17. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

18. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the

Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

19. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

20. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

21. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of Los Angeles and Los Angeles County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

22. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

23. Entire Agreement. This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

24. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.