Terms of Agreement

By creating an account, accessing, or otherwise using any portion of the Coala platform (the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy and any applicable supplemental agreements.

These Terms constitute a legally binding agreement between you and Coala Technology Group Inc. and its affiliated entity Coala Technologies, LLC (collectively, "Coala," "we," "our," or "us").

Coala provides a cloud-based care home management platform designed for California Regional Center vendors, including ARF, RCFE, Group Homes, and ARFPSHN care facilities. The Platform offers tools for resident management, staff documentation, medication administration records, compliance tracking, and related services.

We reserve the right to modify, suspend, or discontinue any feature or aspect of the Platform at any time, with or without notice.

You are solely responsible for:

• Maintaining the confidentiality of your account credentials, including passwords and login information.
• All activities that occur under your account, whether authorized by you or not.
• Ensuring that only authorized personnel have access to your account and any data stored therein.
• Implementing appropriate internal access controls, role management, and security practices within your organization.
• Promptly notifying Coala of any unauthorized use or suspected security breach of your account.

Coala shall not be liable for any loss or damage arising from your failure to comply with these security obligations.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COALA TECHNOLOGY GROUP INC. AND COALA TECHNOLOGIES, LLC, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SERVICE PROVIDERS, SHALL NOT BE LIABLE FOR:

• Any security breaches, data breaches, unauthorized access to, or alteration of your data or transmissions;
• Loss, theft, corruption, or destruction of data, whether arising from system failure, cyberattack, human error, or any other cause;
• Service interruptions, downtime, system failures, or errors, regardless of cause;
• Any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, or loss of goodwill;
• Damages resulting from unauthorized access to your account by third parties;
• Any actions or omissions of third-party service providers, including hosting and infrastructure providers.

IN NO EVENT SHALL COALA'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE TOTAL AMOUNT PAID BY YOU TO COALA IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied. Coala expressly disclaims all warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement;
• Any guarantee that the Platform will be uninterrupted, timely, secure, or error-free;
• Any guarantee that data stored on the Platform will be free from loss, corruption, or unauthorized access.

Your use of the Platform is entirely at your own risk. You assume full responsibility for any reliance on the Platform for regulatory compliance, clinical operations, or any other purpose.

The Platform relies on third-party infrastructure, hosting, and service providers to deliver its features. Coala does not directly control the underlying hardware, network, or security infrastructure of these providers.

While Coala takes reasonable measures to ensure the security and integrity of data stored through the Platform, Coala cannot guarantee and expressly disclaims liability for:

• The security practices of third-party providers;
• Data loss or corruption caused by third-party infrastructure failure;
• Any breach of data hosted or transmitted through third-party services.

You are encouraged to maintain your own independent backups of critical data and to not rely solely on the Platform for record retention compliance.

You agree to indemnify, defend, and hold harmless Coala Technology Group Inc., Coala Technologies, LLC, and their respective officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Platform;
• Your violation of these Terms;
• Your violation of any applicable law, regulation, or third-party right;
• Any data, content, or information you submit through the Platform;
• Any unauthorized access to the Platform made possible by your failure to maintain account security.

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any dispute arising under or related to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. You hereby consent to personal jurisdiction and venue in such courts.

Coala reserves the right to update or modify these Terms at any time. Continued use of the Platform following notice of such modifications constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

If you have questions regarding these Terms, please contact us at: