3.1 General Eligibility

To access and use the Platform, you must: (i) be at least eighteen (18) years of age; (ii) have the legal capacity to enter into a binding agreement under the laws of your jurisdiction of residence; (iii) not be a person barred from receiving services under the laws of the United States or any applicable jurisdiction; and (iv) either a United States citizen or a permanent resident of the United States. Residents of jurisdictions where access to the Platform would be unlawful are prohibited from using the Platform.

By creating an Account, you represent and warrant that all registration information you submit is truthful, accurate, and complete, and you agree to maintain the accuracy of such information. If STL Innovation discovers or reasonably believes that any information provided by you is inaccurate, incomplete, or fraudulent, we reserve the right to suspend or terminate your Account immediately without notice.

3.2 International Users

The Platform is only available to users in the United States of America. If you are located outside the United States, do not use the Platform or Service.

3.3 Minor Users and Family Tier Accounts

The Platform is not designed for direct use by individuals under the age of eighteen (18). However, for Users enrolled in a Family Tier subscription, a parent or legal guardian may authorize monitoring of health records associated with their minor children ("Minor Household Members"). The following conditions apply to Minor Household Members:

1. Minor Household Members must be at least thirteen (13) years old.
2. The parent or legal guardian assumes full responsibility for all authorizations granted on behalf of a Minor Household Member and represents that they have the legal authority to authorize such access;
3. Certain sensitive health information for minor household members (including but not limited to reproductive health services, mental health treatment, and substance use disorder services) may be excluded from monitoring in compliance with applicable state minor privacy laws;
4. Any individual enrolled as a Minor Household Member who subsequently attains the age of majority must separately accept these Terms to continue use of the Platform as an independent User; and
5. STL Innovation does not knowingly collect Personal Information directly from individuals under the age of thirteen (13) in violation of the Children's Online Privacy Protection Act (COPPA). If we learn that we have collected information from a child under 13 without parental consent, we will take steps to delete such information promptly.

4.1 Platform Overview

Talarga is a medical identity monitoring and protection platform that provides Users with tools to detect, alert, and respond to potential unauthorized use of their medical identity. The Platform may include, depending on your Service Tier:

• Medical Claims Monitoring: Continuous or periodic monitoring of medical claims activity associated with your identity through authorized connections to payer systems, public records, and other data sources, including through Automated Access to standards-based APIs.
• Fraud Alert Notifications: Real-time or near-real-time alerts when the Platform detects potentially unauthorized or anomalous claims activity.
• Identity Restoration Guidance: Administrative guidance and support in the event of confirmed or suspected medical identity theft, including dispute resolution guidance. This service is not credit repair and is subject to the limitations set forth in Section 14.
• Dashboard and Reporting: A secure web-based and mobile interface for reviewing claims activity, risk assessments, and account status.
• Educational Resources: Information regarding medical identity theft prevention, healthcare fraud awareness, and patient rights.

4.2 Sensitive Health Information Limitations

The Platform aggregates healthcare information from payer systems, healthcare providers, and other authorized sources via patient-authorized APIs. However, the Platform does not contain all information about your health. You acknowledge and agree that:

1. The Platform relies on data made available through standards-based APIs and authorized connections; data not transmitted to or accessible through these channels will not appear on the Platform;
2. Certain categories of sensitive health information may be excluded from, or subject to restricted access on, the Platform in accordance with applicable federal and state law. These may include, without limitation: HIV/AIDS status and treatment; treatment for sexually transmitted diseases; certain mental health care records; substance use disorder treatment records; reproductive health and family planning information; and genetic information;
3. The absence of information on the Platform regarding a particular condition or treatment does not mean such condition or treatment does not exist or did not occur;
4. You and your healthcare providers should not rely on the Platform as a complete or sole source of information about your health conditions or medical treatment; and
5. STL Innovation's anomaly detection algorithms are applied only to data available to the Platform and may not identify fraud involving data categories that are excluded or restricted.

4.3 Service Availability

STL Innovation will use commercially reasonable efforts to make the Platform available in accordance with the service levels described in Section 5. The Platform may be temporarily unavailable due to scheduled maintenance, system upgrades, or events beyond STL Innovation's reasonable control. Such temporary unavailability does not constitute a breach of these Terms.

5.1 Service Tiers

Talarga is offered in the following Service Tiers, each with varying features, monitoring capabilities, and pricing:

STL Innovation reserves the right to modify, add, or discontinue Service Tiers at any time. Changes to your current Service Tier will be communicated with at least thirty (30) days' prior notice.

5.2 Beta Program

During the initial beta period, which commences on July 6, 2026 and terminates on the date STL Innovation publicly announces the general availability of the Platform ("Beta Program"), certain features of the Platform may be offered on a promotional or early-access basis. Users participating in the Beta Program acknowledge that:

1. Beta features may be incomplete, contain errors, or perform inconsistently;
2. STL Innovation may modify, suspend, or discontinue Beta features at any time without liability;
3. Feedback provided during the Beta Program may be used by STL Innovation to improve the Platform without compensation to the User.

5.3 Payment Terms

Paid Service Tiers require payment of the applicable subscription fees as published on the Platform at the time of enrollment. Unless otherwise specified:

• Subscriptions are billed on a recurring monthly basis or a recurring annual basis, and will auto-renew unless canceled prior to the renewal date.
• All fees are stated in U.S. dollars and are non-refundable.
• STL Innovation reserves the right to adjust pricing upon thirty (30) days' written notice. Price changes will take effect at the start of the next billing cycle following the notice period.
• Failure to pay may result in suspension or termination of access to the Platform.
• STL Innovation may use third-party payment processors (currently Stripe, Inc.). Your use of such processors is subject to their respective terms of service.

9.1 Limitations of AI-Powered Detection

The Platform employs artificial intelligence ("AI") and machine learning algorithms (including Gemini Enterprise Agent Platform), supplemented by deterministic rule-based detection systems, to identify potentially fraudulent or unauthorized claims activity. While STL Innovation invests significant resources in the accuracy and reliability of these systems, you acknowledge and agree that:

• AI-generated outputs and insights, including fraud alerts, risk scores, plain language explanations, and analytical findings, are probabilistic assessments, are not definitive determinations of fraud, and may be inaccurate, incomplete, or outdated;
• The Platform may generate false positives (flagging legitimate activity as suspicious) or false negatives (failing to detect actual unauthorized activity) and does not guarantee 100% detection accuracy;
• AI models are trained on historical data and may not accurately predict or detect novel fraud techniques, including but not limited to deepfake-assisted identity fraud, synthetic identity schemes, or coordinated social engineering attacks;
• STL Innovation continually updates its detection models but cannot guarantee that updates will address all emerging threats.
• The Platform does not support a Large Language Model (LLM)-based chat interface and, as such, you will have no ability to select an LLM of their choice.
• You are responsible for independently verifying any alerts or findings generated by the Platform before taking action, including but not limited to filing disputes, contacting providers, or contacting law enforcement; and
• You assume all risk for decisions made based on probabilistic outputs generated by the Platform, particularly where such outputs materially affect your financial, medical, or legal decisions.

9.2 User Verification Responsibility

You are solely responsible for independently verifying any fraud alert, risk assessment, or recommendation generated by the Platform before taking any action, including:

• Contacting healthcare providers or insurance companies;
• Filing fraud reports with law enforcement or regulatory agencies;
• Disputing charges or claims with payers or credit bureaus; or
• Canceling or modifying insurance coverage or healthcare services.

9.3 Algorithmic Injury and Risk Allocation

You acknowledge that the use of AI and algorithmic systems in fraud detection carries inherent risks, including the risk of "algorithmic injury" — harm resulting from decisions made in reliance on AI-generated outputs. You expressly agree that:

1. STL Innovation shall not be liable for any loss, damage, cost, or expense arising from actions you take (or fail to take) based on Platform-generated alerts, risk scores, or recommendations;
2. STL Innovation shall not be liable for any false positive alert that results in inconvenience, unnecessary contact with providers, or disruption of legitimate healthcare services;
3. STL Innovation shall not be liable for any false negative that results in undetected fraudulent activity; and
4. The allocation of risk in this Section 9.3 is a fundamental element of the bargain between you and STL Innovation, and the pricing of the Service reflects this allocation.

9.4 AI Governance

STL Innovation maintains internal AI governance policies and procedures, including model validation, bias testing, and performance monitoring. STL Innovation documents model training data provenance, testing methodologies, and performance benchmarks as part of its internal quality assurance program. While federal requirements regarding AI model transparency may evolve, STL Innovation is committed to responsible AI practices. STL Innovation will make reasonable efforts to provide general transparency regarding the types of data used in its models and the methodologies employed, without disclosing proprietary algorithms, trade secrets, or information that could be exploited to circumvent the Platform's detection capabilities.

9.5 Use of PHI in Relation to Use of AI

When you give us consent to receive information from your insurance carrier, that information includes PHI, as well as claims, procedure, diagnostic, and service data. We use third-party AI platforms, such as the Gemini Enterprise Agent Platform, to review and process the information we collect to provide the Service. This is necessary and vital to the provision of the Services and is a condition to the use of the Service and Platform.

PHI, such as your name, date of birth, address, phone number, social security number, email, member identification number and policy number for your health plan, and your healthcare provider's name, is not sent to any third-party AI platform. Any other identifying information is replaced with internal cryptographic tokens prior to being sent to any third-party AI platform.

If you do not wish for your data to be used in this manner, do not use the Service or Platform.

10.1 Privacy Policy

Your use of the Platform is also governed by our Privacy Policy, available at www.talarga.com, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, disclose, and protect your Personal Information and PHI.

10.2 HIPAA Compliance

To the extent that STL Innovation creates, receives, maintains, or transmits Protected Health Information on behalf of a Covered Entity in connection with the Service (primarily in Enterprise/B2B deployments), STL Innovation acknowledges its obligations as a Business Associate under HIPAA. In such circumstances:

1. STL Innovation will execute a Business Associate Agreement with the applicable Covered Entity prior to receiving any PHI;
2. STL Innovation will use and disclose PHI only as permitted or required by the BAA and applicable law;
3. STL Innovation will implement administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of PHI, including AES-256 encryption for data at rest and TLS 1.3 (or successor protocol) for data in transit;
4. STL Innovation will report any Security Incident or Breach of Unsecured PHI to the applicable Covered Entity in accordance with the timelines specified in the BAA; and
5. STL Innovation will adhere to the "minimum necessary" standard, using or disclosing only the minimum amount of PHI required to perform its obligations.

For D2C consumer accounts, STL Innovation accesses healthcare data pursuant to your explicit patient authorization provided through the Platform's OAuth 2.0 FHIR API connections. You represent and warrant that you have the authority to grant such authorization and that doing so does not violate any applicable law.

10.3 Consumer Privacy Rights

Depending on your jurisdiction of residence, you may have additional privacy rights under applicable law. These rights are described in detail in our Privacy Policy and in the jurisdiction-specific provisions set forth in Section 19 of these Terms. For California residents, these include rights under the California Consumer Privacy Act (CCPA/CPRA) and the Confidentiality of Medical Information Act. For New Jersey residents, these include rights under New Jersey's data privacy laws.

10.4 Data Security

STL Innovation employs industry-standard security measures to protect the Platform and User data, including:

• Multi-factor authentication (MFA) for all user accounts;
• Role-based access control (RBAC) for internal access to production systems;
• Continuous security monitoring and intrusion detection;
• VPC Service Controls to establish a security perimeter around PHI-handling services;
• Field-level encryption and tokenization for sensitive data elements;
• Regular vulnerability assessments;
• Audit logging of all read and write operations involving PHI or PII; and
• Incident response procedures aligned with NIST Cybersecurity Framework guidelines.

10.5 Ongoing User Rights and Data Portability

In addition to the post-termination export rights described in Section 17.3, active Users have the following ongoing rights with respect to their personal data processed by the Platform:

1. Access: You may request a copy of the personal data and PHI STL Innovation holds about you at any time by contacting privacy@talarga.com. We will respond to access requests within thirty (30) days (or within the timeframe required by applicable law).
2. Portability: You may request that we provide your personal data in a structured, commonly used, machine-readable format (such as JSON or CSV) for transmission to another service provider, to the extent technically feasible and required by applicable law.
3. Correction and Rectification: You may correct inaccurate personal data that you have provided directly to the Platform through your account settings. For inaccuracies in underlying healthcare data sourced from third-party payers or providers, you will need to contact those third parties directly.
4. Deletion: You may request deletion of your personal data in accordance with Section 17.3 and applicable law. Certain data may be retained for legal, regulatory, or legitimate business purposes as described in our Privacy Policy.
5. Restriction: You may request that we restrict the processing of your personal data in certain circumstances, as provided by applicable law.

11.1 Commitment to Interoperability

The Platform supports standards-based data exchange, including FHIR R4 APIs, and does not impose contractual or technical barriers that would constitute information blocking as defined under 45 C.F.R. Part 171. STL Innovation will not require Users or partners to use a proprietary or exclusive network for data exchange where standards-based alternatives are available. The Platform's use of Automated Access (as defined in Section 2) to connect to payer systems and exchange EHI is conducted in compliance with applicable ONC and ASTP guidance.

11.2 Recognized Exceptions

Certain Platform practices may limit the access, exchange, or use of Electronic Health Information in accordance with the recognized exceptions to the information blocking prohibition, including but not limited to:

• Preventing Harm (45 C.F.R. § 171.201): Limiting access where there is a reasonable belief that doing so will substantially reduce a risk of harm to a patient or other individual.
• Privacy (45 C.F.R. § 171.202): Declining to provide access where doing so would violate applicable federal or state privacy laws.
• Security (45 C.F.R. § 171.203): Implementing practices directly related to safeguarding the confidentiality, integrity, and availability of EHI.
• Infeasibility (45 C.F.R. § 171.204): Addressing legitimate technical limitations or uncontrollable events that prevent compliance.
• Health IT Performance (45 C.F.R. § 171.205): Temporary unavailability for maintenance, updates, or performance improvements, conducted in a non-discriminatory manner.
• Fees (45 C.F.R. § 171.206): Charging reasonable, non-discriminatory fees based on objective, verifiable criteria.
• Licensing (45 C.F.R. § 171.207): Protecting intellectual property through licensing on reasonable and non-discriminatory terms.

11.3 Regulatory Change Provision

The regulatory framework governing health information technology interoperability, including the 21st Century Cures Act and the HTI rules, is subject to ongoing rulemaking and revision. STL Innovation reserves the right to update Section 11 of these Terms to reflect changes in applicable law, regulation, or authoritative guidance issued by the ONC, ASTP, CMS, or any successor agency. Such updates will be made in accordance with the notice provisions of Section 1 and will take effect no earlier than thirty (30) days following notice, except where immediate compliance is required by law. In the event of a conflict between the then-current version of these Terms and a final, effective federal regulation, the federal regulation shall control.

12.1 STL Innovation's Intellectual Property

The Platform, including all software, algorithms, AI models, user interfaces, designs, text, graphics, logos, trademarks, service marks, and all other content and materials (collectively, "STL Innovation IP"), is owned by or licensed to STL Innovation and is protected by United States and international intellectual property laws. Except for the limited license granted in Section 12.3, no right, title, or interest in any STL Innovation IP is transferred to you.

12.2 Background and Foreground IP

• Background (Pre-existing) IP: All intellectual property owned by or licensed to STL Innovation prior to or independently of the provision of the Service, including the Talarga platform, proprietary fraud detection algorithms, and all associated trademarks, remains the sole property of STL Innovation or its licensors.
• Foreground (Newly Created) IP: Any enhancements, modifications, or derivative works to the Platform created by STL Innovation during the provision of the Service, including improvements informed by aggregated, de-identified User data, are and shall remain the sole property of STL Innovation.

12.3 Limited License to User

Subject to your compliance with these Terms, STL Innovation grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal, non-commercial use in accordance with your Service Tier. This license does not include the right to:

1. Copy, modify, or create derivative works of the Platform;
2. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or data structures of the Platform;
3. Rent, lease, sell, sublicense, assign, or otherwise transfer your rights under this license;
4. Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform; or
5. Use the Platform in any manner not expressly authorized by these Terms.

12.4 User Content License

You retain ownership of your User Content. By submitting User Content to the Platform, you grant STL Innovation and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, worldwide, royalty-free license and right to use, reproduce, modify, perform, display, distribute, process, store, and transmit your User Content solely as necessary to provide the Service. This license terminates upon deletion of your User Content or termination of your Account, subject to applicable data retention obligations.

12.5 De-Identified and Aggregated Data

STL Innovation may create de-identified, aggregated, and anonymized data derived from User Content and Platform usage ("Aggregated Data"). Aggregated Data does not identify any individual User. STL Innovation owns all rights in Aggregated Data and may use it for any lawful business purpose, including product improvement, research, benchmarking, and industry reporting.

STL Innovation shall not attempt to re-identify any Aggregated Data, and shall contractually prohibit any downstream recipients of Aggregated Data from attempting re-identification. Any re-identification of Aggregated Data, whether intentional or inadvertent, shall be treated as a Security Incident and reported in accordance with STL Innovation's incident response procedures.

14.1 Scope of Guidance

For eligible Service Tiers, Talarga provides identity theft restoration guidance, which is an administrative support service that may include guidance on filing disputes with payers and providers, assistance in preparing fraud affidavits and police reports, coordination with third-party information furnishers (such as banks, insurers, and credit bureaus), and monitoring the resolution of identity theft incidents.

14.2 Credit Repair Organizations Act (CROA) Compliance

IMPORTANT DISCLOSURE: TALARGA IS NOT A CREDIT REPAIR ORGANIZATION. TALARGA CANNOT LEGALLY REMOVE ACCURATE, CURRENT, AND VERIFIABLE INFORMATION FROM YOUR CREDIT REPORT. STL INNOVATION DOES NOT GUARANTEE ANY IMPROVEMENT TO YOUR CREDIT SCORE, CREDIT HISTORY, OR CREDIT RATING AS A RESULT OF USING THE PLATFORM.

The identity restoration guidance provided by Talarga is limited to administrative guidance and coordination services. It does not constitute "credit repair" as defined under the Credit Repair Organizations Act (15 U.S.C. §§ 1679–1679j) ("CROA"). Specifically:

1. Talarga does not promise, guarantee, or imply that it can improve, correct, or "fix" your credit score, credit history, or credit rating;
2. Talarga assists you in disputing information that you believe to be inaccurate or the result of identity theft, but the outcome of any dispute depends on the actions of third-party furnishers and credit reporting agencies, which are beyond STL Innovation's control;
3. No fees are charged for identity restoration guidance until the specific service has been performed; and
4. You have the right to dispute inaccurate information on your credit report directly with the credit reporting agencies at no cost, without using Talarga's services.

14.3 Limitations of Restoration Guidance

You acknowledge and agree that:

1. STL Innovation provides dispute resolution guidance, but the ultimate responsibility for the accuracy and completeness of any dispute rests with you;
2. STL Innovation is not a law firm, and restoration guidance does not constitute legal advice or legal representation;
3. Resolution timelines depend on third parties (payers, providers, government agencies) and are not within STL Innovation's control; and
4. STL Innovation will exercise good faith in sharing relevant information with law enforcement and third-party furnishers to aid in the resolution of identity theft incidents, consistent with applicable law.

14.4 Cooperation Requirement

You agree to cooperate fully with STL Innovation so that we may provide you with guidance during the identity restoration process, including providing truthful and accurate information, executing necessary authorizations, and responding to requests in a timely manner. Failure to cooperate may limit STL Innovation's ability to assist you and shall not constitute a breach of these Terms by STL Innovation.

16.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL STL INNOVATION, ITS AFFILIATES, OR THEIR LICENSORS, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF STL INNOVATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Direct Damages (General)

STL INNOVATION'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO STL INNOVATION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

16.3 Algorithmic Injury

Without limiting the generality of the foregoing and as further set forth in Section 9.3, STL Innovation shall not be liable for any loss, damage, cost, or expense arising from algorithmic injury, including: (i) a false positive alert; (ii) a false negative; or (iii) actions taken or not taken by you in reliance on any alert, risk score, or recommendation generated by the Platform.

16.4 Indemnification

You agree to defend, indemnify, and hold harmless STL Innovation and its officers, directors, members, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your use of the Platform in violation of these Terms; (ii) your violation of any applicable law, including HIPAA; (iii) your User Content; or (iv) any fraudulent, negligent, or intentional misconduct by you.

16.5 Acknowledgment

You acknowledge and agree that the limitations of liability and risk allocations set forth in this Section 16 and in Section 9.3 (Algorithmic Injury and Risk Allocation) reflect a fair and reasonable allocation of risk between you and STL Innovation, and that these limitations form an essential basis of the bargain between the parties and constitute good and valuable consideration. STL Innovation would not provide the Service at the applicable subscription prices without these limitations.

17.1 Termination by User

You may terminate your Account at any time by following the cancellation procedures available through the Platform or by contacting support@talarga.com. Termination will be effective at the end of the current billing cycle. No refunds will be provided for partial billing periods.

17.2 Termination by STL Innovation

STL Innovation may suspend or terminate your Account immediately, with or without prior notice, if:

1. You breach any material provision of these Terms;
2. You fail to pay applicable fees after reasonable notice and an opportunity to cure;
3. STL Innovation reasonably believes your Account has been used for fraudulent or illegal activity;
4. Continued provision of the Service would violate applicable law or expose STL Innovation to material legal liability;
5. STL Innovation discontinues the Platform or a material portion thereof; or
6. For any reason and without explanation.

In the event of termination, STL Innovation may, in its sole discretion, provide you with a pro-rata refund of prepaid fees for the unused portion of your subscription term.

17.3 Effect of Termination

Upon termination of your Account, your right to access and use the Platform will immediately cease. STL Innovation will:

1. Provide you with a thirty (30) day window following termination to export your User Content in a standard, machine-readable format, including JSON and CSV (the "Export Window");
2. Securely delete or de-identify all PII and PHI associated with your Account within sixty (60) days following the expiration of the Export Window, including data stored in backups, except as required by applicable law, legitimate business purpose (e.g., legal hold), or regulatory retention obligation (e.g., HIPAA six-year retention requirement); and
3. Retain Aggregated Data and de-identified data indefinitely in accordance with Section 12.5, subject to the re-identification prohibition set forth therein.

17.4 Survival

The following provisions shall survive any termination or expiration of these Terms: Sections 2 (Definitions), 7 (Acceptable Use Policy), 8 (Medical Disclaimer), 9 (AI and Algorithmic Services), 12 (Intellectual Property Rights), 14.2 (CROA Compliance), 15 (Disclaimers of Warranties), 16 (Limitation of Liability), 17.3 and 17.4 (Effect of Termination and Survival), 18 (Dispute Resolution), 19 (State-Specific and International Provisions), and 20 (General Provisions).

18.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or your use of the Platform or Service shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

18.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact STL Innovation at legal@talarga.com and attempt to resolve the dispute informally for a period of at least sixty (60) days. Most disputes can be resolved without resort to formal proceedings.

18.3 Binding Arbitration

If the parties are unable to resolve a dispute informally, at the sole and exclusive election of the Company, any claim, dispute, or controversy arising out of or relating to these Terms or the Platform ("Dispute") shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by this Section 18. The arbitration shall be conducted by a single neutral arbitrator selected in accordance with the AAA Commercial Arbitration Rules.

The arbitration shall take place in Bergen County, New Jersey, or, at your election, may be conducted by telephone, video conference, or based on written submissions if the claim is for $25,000 or less.

18.4 Arbitration Fees

STL Innovation will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with this Section for claims of $10,000 or less, unless the arbitrator determines the claim is frivolous. For claims exceeding $10,000, arbitration fees will be allocated in accordance with the AAA Commercial Arbitration Rules.

18.5 Class Action Waiver

YOU AND STL INNOVATION EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION, IN COURT, OR IN ANY OTHER FORUM, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THIS CLASS ACTION WAIVER IS A STAND-ALONE PROVISION THAT APPLIES INDEPENDENTLY OF THE ARBITRATION AGREEMENT IN SECTION 18.3. YOU AND STL INNOVATION EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT STL INNOVATION MAY, AT ITS SOLE AND EXCLUSIVE ELECTION, CONSOLIDATE INDIVIDUAL ACTIONS THAT HAVE THE SAME OR SIMILAR FACTS, CIRCUMSTANCES, AND CAUSES OF ACTIONS INTO THE SAME DISPUTE RESOLUTION PROCEEDINGS.

If a court or arbitrator determines that this class action waiver is unenforceable as to a particular claim or request for relief, then that claim or request for relief shall be severed and may proceed in a court of competent jurisdiction, but the remaining claims shall continue to be subject to this waiver and, where applicable, to arbitration.

18.6 Opt-Out

You may opt out of the arbitration and class action waiver provisions of this Section 19 by sending a written notice to STL Innovation at legal@talarga.com within sixty (60) days of the date you first agree to these Terms. The opt-out notice must include your name, mailing address, email address associated with your Account, and a clear statement that you wish to opt out of the arbitration and class action waiver provisions. If you opt out, all other provisions of these Terms shall remain in full force and effect.

18.7 Injunctive Relief

Notwithstanding the arbitration provisions above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or data security obligations.

18.8 Claims Limitations Period

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. IF YOU DO NOT FILE WITHIN THIS PERIOD, YOUR CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. This limitation applies regardless of any statute or law to the contrary, except where prohibited by applicable law.

19.1 California Residents

If you are a California resident, the following provisions apply in addition to the terms set forth above:

• CCPA/CPRA Rights: You have the right to know, access, correct, delete, and opt out of the sale or sharing of your Personal Information, as described in our Privacy Policy. STL Innovation does not sell your Personal Information as defined under the CCPA.
• Sensitive Personal Information (CPRA): STL Innovation processes categories of information that qualify as "sensitive personal information" under the California Privacy Rights Act (CPRA), including health and medical information and government-issued identifier data. You have the right to limit STL Innovation's use of your sensitive personal information to purposes authorized by the CPRA, except where such use is necessary to provide the Service. To exercise this right, contact privacy@talarga.com or visit www.talarga.com.
• California Civil Code Section 1789.3: You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
• Automatic Renewal: In accordance with California Business and Professions Code Section 17602, STL Innovation will provide clear and conspicuous notice of automatic renewal terms before charging your payment method, and will provide a mechanism for you to cancel before being charged.

19.2 New Jersey Residents

If you are a New Jersey resident, the following provisions apply:

• TCCWNA Compliance: Nothing in these Terms is intended to limit any rights you have under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act (N.J.S.A. 56:12-14 et seq.). To the extent any provision of these Terms is found to violate a clearly established legal right of a New Jersey consumer, that provision shall be deemed modified to the minimum extent necessary to comply with New Jersey law, and all remaining provisions shall continue in full force and effect.
• Consumer Fraud Act: The limitations of liability set forth in Section 16, including the caps on direct and consequential damages, do not apply to claims brought under the New Jersey Consumer Fraud Act (N.J.S.A. 56:8-1 et seq.) to the extent such limitations are prohibited by that statute.
• Warranty Disclaimers: The disclaimers of implied warranties set forth in Section 15 do not apply to the extent that New Jersey law prohibits the disclaimer of such warranties in consumer contracts. In such cases, the implied warranties shall be limited to the shortest duration permitted by applicable New Jersey law.

19.3 Other State-Specific Rights

Residents of the following states have additional rights under their respective consumer privacy laws:

• Texas: Texas residents have rights under the Texas Data Privacy and Security Act (TDPSA) including rights to access, correct, delete, and obtain a portable copy of personal data, and to opt out of the processing of personal data for targeted advertising, sale, or profiling.
• Colorado: Colorado residents have rights under the Colorado Privacy Act (CPA) including rights to access, correct, delete, obtain a portable copy of, and opt out of the sale or use of personal data for targeted advertising or profiling.
• Virginia: Virginia residents have rights under the Consumer Data Protection Act (CDPA) including rights to access, correct, delete, obtain a portable copy of, and opt out of the processing of personal data for targeted advertising, sale, or profiling in furtherance of decisions that produce legal or similarly significant effects.

To the extent any provision of these Terms conflicts with a non-waivable right under your state's law, the applicable state law shall control with respect to that specific provision only. All other provisions of these Terms shall remain in full force and effect. To exercise any of the above rights, contact privacy@talarga.com.

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable BAA, MSA, or SLA, constitute the entire agreement between you and STL Innovation with respect to the Platform and supersede all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

20.3 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right under these Terms shall operate as a waiver of that right.

20.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of STL Innovation. STL Innovation may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

20.5 Force Majeure

STL Innovation shall not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, earthquakes, explosions, war, invasion or hostilities (whether war is declared or not), epidemics or pandemics, government actions, revolutions, insurrections, lockouts, strikes or other labor disputes (whether or not relating to our workforce), power outages, internet service provider failures, or failures of third-party systems upon which the Platform depends ("Force Majeure Events").

Notwithstanding the foregoing, Force Majeure Events do not include, and STL Innovation may not invoke force majeure as a defense against liability for: (i) data breaches or unauthorized disclosures of PHI or PII caused or materially contributed to by STL Innovation's failure to implement or maintain the security safeguards described in Section 10.4; (ii) cyberattacks that succeed as a direct result of STL Innovation's negligent or deficient security practices; or (iii) any other event within STL Innovation's reasonable control.

20.6 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email with confirmation of receipt; or (c) sent by nationally recognized overnight courier. Notices to STL Innovation shall be sent to:

STL Innovation, LLC

1 2ND Street, Unit 308, Jersey City, NJ 07302

Email: legal@talarga.com

Notices to you shall be sent to the email address associated with your Account.

20.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

20.8 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and STL Innovation. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

20.9 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than you and STL Innovation, except that STL Innovation's officers, directors, members, employees, and agents are intended third-party beneficiaries of the limitation of liability and indemnification provisions.

20.10 Electronic Signatures and Communications

You agree that these Terms and any other agreements, notices, or communications related to the Platform may be provided to you electronically, and you consent to receiving such communications in electronic form. Your electronic agreement to these Terms constitutes a valid and binding signature in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.