Terms and Conditions

Terms of Use

These Terms of Use (the “Terms”) tell you the terms on which you may make use of our services accessible on our website https://www.koyohealthtech.com/ and/or mobile application (the “Website” or “Platform”) (the “Service(s)”), whether as a guest or a registered user. Please read these Terms carefully before you start to use the Service. The Privacy Policy is incorporated by reference into these Terms. By using the Website, you indicate that you accept these Terms together with the Privacy Policy accessible at https://koyohealthtechnigeria.com/privacy-policy and the Clinical Trial Consent Policy accessible in-app and you agree to abide by them. If you do not agree to these Terms, please refrain from using the Service.

INFORMATION ABOUT US

The Service is operated and provided by Koyo HealthTech Limited, a private limited company incorporated under the laws of the Federal Republic of Nigeria with RC number: 7938561 (“We”, “Us”, "Koyo", or "Koyo HealthTech").

ACCESSING THE SERVICE

You must be 18 years or older to use or access the Services and you must be resident in, or a citizen of Nigeria. You may not access the Service from other jurisdictions.

Access to the Service is permitted on a temporary basis, and We reserve the right to withdraw or amend the materials We provide and the Services without notice (see below). We will not be liable if for any reason the Service is unavailable at any time or for any period.

You may be required to create an account on the Website to have full access to the Services. If you choose to do so, you may be provided with a user identification code or password or any other piece of information as part of our security procedures. You must treat such information as confidential, and you must not disclose it to any third party. You are also responsible for keeping your log in details and password secure. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms or any law, regulations or regulatory instruments having force of law and applicable to you or Us (“Applicable Laws”).

You are responsible for making all arrangements necessary for you to have access to the Website. From time to time, We may restrict access to some parts of the Website. You are also responsible for ensuring that all persons who access the Service through your internet connection, electronic device, or account on our Website are aware of these terms, and that they comply with them.

PROHIBITED USES

You may use the Website only for lawful purposes. You may not use the Website:

In any way that breaches any applicable local, national, or international law or regulation.

In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

For the purpose of harming or attempting to harm minors in any way.

To send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards set out below.

To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

To knowingly transmit any data, or send or upload any material that contains or may contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

Not to reproduce, duplicate, copy, or re-sell any part of the Koyo Website in contravention of these Terms.

Not to access without authority, interfere with, damage, or disrupt: any part of the Website; any equipment or network on which the Website is stored; any software used in the provision of the Website; or any equipment or network or software owned or used by any third party.

INTERACTIVE SERVICES

We may from time to time provide interactive services on the Website (“Interactive Services”).

Where We do provide any Interactive Service, We will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any Interactive Service provided on the Website, and We will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, We are under no obligation to oversee, monitor, or moderate any Interactive Service We provide on the Website, and We expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by a user in contravention of our Content Standards set out below, whether the service is moderated or not.

The use of any of our Interactive Services or Services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any Interactive Service(s) should be made aware of the potential risks to them.

Where We do moderate an Interactive Service, We will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

DATA MANAGEMENT

In utilising the Services offered by Koyo, you may be required to provide your medical information on the Website or App and such Information will be shared with medical practitioners who are qualified and licenced to practice in Nigeria. Medical practitioners who wish to offer their services on the Website agree that they shall provide all relevant documents to Koyo evidencing their qualifications to Koyo. Koyo shall keep such information and shall produce the same if required by any administrative or judicial body. The information provided by the users and the medical practitioners shall be treated as confidential and shall be used and stored in accordance with the Nigeria Data Protection Act, 2023 and Koyo's Privacy Policy

USE OF ARTIFICIAL INTELLIGENCE (AI)

The Website uses AI to collect and collate initial health data from users. The AI will guide users in providing relevant medical information and such information will be collated, processed, and shared with the doctor or qualified medical practitioner. The AI-processed data serves as a tool to assist the doctor in understanding the health status of the user more efficiently and making informed medical decisions. The AI processed information WILL NOT be provided to users as medical advice.

CONTENT STANDARDS

These Content Standards apply to any and all material which you contribute (subsequently referred to as (“Contribution(s)”) to any Interactive Services offered by Koyo HealthTech.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.

Contributions must be: accurate (where they state facts); be genuinely held (where they state opinions); and comply with applicable law in Nigeria and in any country from which they are posted.

Contributions must not: contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, database right or trade mark of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abusive or invade another’s privacy, or

cause annoyance, inconvenience or needless anxiety; be likely to harass, upset, embarrass, alarm or annoy any other person; be used to impersonate any person, or to misrepresent your identity or affiliation with any person; give the impression that they emanate from us, if this is not the case; advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse; or misguide any users with incorrect clinical information.

SUBSCRIPTIONS

To have full access to all the Services offered on the Website or the mobile application, you shall be required to pay a subscription fee. You shall have the option to pay the subscription fees on a monthly, quarterly or yearly basis. The subscription fee shall be payable in advance. You shall also be responsible for paying all applicable taxes, duties and charges associated with the subscription. Subscriptions will be automatically renewed at the end of each subscription period unless you cancel your subscription prior to the renewal date.

You shall also have the option to cancel your subscription at any time by following the instructions on the Website or by contacting the support team. Subscription fees are non-refundable, and no refund shall be issued for any unused portion of the subscription term or Service, except as required by applicable law. Where the Website offers a trial period, your subscription fees will automatically become payable unless you cancel before the trial period ends. The rate of the subscription fees may be changed at any time and the user shall be notified before the next payment is due. You may cancel your subscription before it comes applicable at the next subscription term. Your access to the Website may be restricted or terminated where you do not renew your subscription, you cancel your subscription, or you contravene any of the terms of use. The Website shall not be responsible for any delay or challenges experienced in paying the subscription fees including insufficient funds, expired payment method, payment limit, or any technical issue.

In processing your subscription fee, you may be required to provide personal and financial Information. All information provided shall be used and protected in accordance with the Nigeria Data Protection Act, 2023 and Koyo's Privacy Policy. You shall also have the option not to save or to delete your financial Information from the Website at any time.

The use of our Services or Platform may be subject to payment of fees, or subscriptions as solely determined by Us (“Paid Services” and “Fee(s)” respectively). We will provide notice of such Fees in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.

We reserve the right to revise Fees at any time, upon notice to you if such change may affect your existing subscriptions. Where We have granted a discount or made a promotional offer to you, We shall have the right to automatically and without notice renew your subscription to such Service(s) at the full applicable Fee.

All Fees shall be deemed to be in Naira, except as specifically stated otherwise in writing. To the extent permitted by law (and unless specified otherwise in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Services, or to any payments or purchases made by you. If We are obliged by any applicable law to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected

from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of the Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or payment card companies). We shall not be responsible for any such additional fees or costs.

As part of registering or submitting information to receive Paid Services, you also authorize Us (either directly or through our affiliates, subsidiaries or other third parties) to request and collect payment  and service fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated bank account, and to make any inquiries We or our affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to Us by your payment card company).

You must keep a payment card stored with Us to pay for your Paid Services (“Stored Card”). You will be able to identify your Stored Card by its last four digits as in your Account Settings Page.

You hereby acknowledge that We do not provide refunds.

SUSPENSION, TERMINATION AND CANCELLATION

We reserve the right to determine, at our discretion, whether there has been a breach of these Terms through your use of the Service. When a breach has occurred, We may take such action as We deem appropriate.

Failure to comply with the Terms shall constitute a material breach of the same, upon which you are permitted to use the Website or mobile application, and may result in our taking all or any of the following actions: immediate, temporary, or permanent withdrawal of your right to use the Website or mobile application; immediate, temporary or permanent removal of any posting or material uploaded by you to the Website or mobile application; issue of a warning to you; legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; further legal action against you; and/or disclosure of such information to law enforcement authorities as We reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of these Terms. The responses described above are not exhaustive, and We may take any other action We reasonably deem appropriate.

You may cancel your account and terminate these Terms at any time by contacting hello@koyohealthtech.com or by following the specific instructions provided on our Website. Upon termination of the Services by either party for any reason the following shall apply:

We will cease to provide you with the Services and you will no longer be able to access your account;

unless otherwise provided in these Terms, you will not be entitled to any refunds of any fees, pro rata or otherwise;

any outstanding balance owed to Us for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

your data will be deleted unless required to be retained in accordance with Applicable Laws.

INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all Intellectual Property rights in the Website, mobile application, and Service, and in the material published on it. Those works are protected by intellectual property right laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from the Website for your personal reference and you may draw the attention of others within your organisation to material posted on the Website or Service.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on the Website must always be acknowledged. You must not use any part of the materials on the Website for commercial purposes without obtaining a licence to do so from Us or our licensors.

If you print off, copy or download any part of the Website or mobile application in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

RELIANCE ON INFORMATION POSTED & DISCLAIMER

The content on the Website or mobile application is provided for general information only. It is not intended to amount to advice on which you should rely. You must consult your doctor or a qualified medical adviser to obtain professional or specialist advice before taking, or refraining from, any action based on the content on Koyo’s Service and Website.

Our Service is designed to provide medical solutions and advice using medical data supplied by third-party sources, including healthcare providers and medical databases. While We aim to ensure the information and Services We offer are accurate and reliable, it is important to understand the following:

No Substitute for Professional Medical Advice: The information and services provided the Platform are intended to support, not replace, the relationship you have with your healthcare provider. Always consult your doctor or a qualified health professional about any medical concerns or before starting any new treatment based on our advice.

Third-Party Data: The Platform relies on data provided by third parties. Although We make reasonable efforts to verify the accuracy and relevance of this data, We cannot guarantee that all information is error-free, up-to-date, or applicable to your specific circumstances.

No Warranties: We do not provide any warranties, express or implied, regarding the accuracy, completeness, reliability, or suitability of the information and services offered on our Platform. The content is provided "as is" and should be used at your own risk.

User Responsibility: It is your responsibility to evaluate the information provided by the Platform and make informed decisions. We strongly recommend consulting with your healthcare provider before acting on any medical advice received through the Platform.

THE WEBSITE CHANGES REGULARLY

We may update the Service and Website from time to time and may change the content at any time. If the need arises, We may suspend access to the Website or close it indefinitely. Any of the material on the Website may be out of date at any given time, and We are under no obligation to update such material. We do not guarantee that the Website, or any content on it, will be free from errors or omissions.

OUR LIABILITY

Information about you and your visits to the Website

We process information about you in accordance with our Privacy Policy. By using the Website, you consent to all data collection, processing, use and management of your information including medical data, personal data and financial data and you warrant that all data provided by you is accurate. Data security measures will be taken to safeguard Your Personal Data including User Information. We will process all Data provided to Koyo in accordance with applicable the Nigeria Data Protection Act, 2023.

LIMITATION OF LIABILITY

In no event will Koyo HealthTech or its affiliates be liable for any indirect, special, consequential, punitive, or exemplary damages.

To the fullest extent permitted by law, We shall not be liable for:

any loss or damage arising from the fact that the remote nature of the Service means that it cannot fully replicate the level of emotional support, care or attention often associated with and provided by actual medical practitioners, particularly in person;

any loss or damage arising from any inaccuracies or incompleteness of information from you;

any information that is inadvertently omitted from the Service or for any errors that are inadvertently included within the Service;

what you choose to do after having read the information contained on the website;

any liability resulting from any provision of services by your doctor or any other medical practitioner or other medical adviser, who shall be solely liable for their own services.

any disruption or unavailability of our Services caused by events beyond our reasonable control, including but not limited to:

Natural disasters (e.g., fire, flood, storm)

Labor disputes (e.g., strikes, industrial action)

Telecommunications failures

Acts of war or terrorism

Government actions or regulations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY KOYO HEALTHTECH PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF KOYO HEALTHTECH’S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

VIRUSES, HACKING AND OTHER OFFENCES

We do not guarantee that the Website will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored, or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Cybercrime Act 2015. We will report any such breach to the relevant law enforcement authorities, and We will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

You are responsible for saving and backing up all data you access or store through our Website. We are not liable for any data loss, regardless of the cause.

LINKING TO THE WEBSITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the Content Standards set out above.

If you wish to make any use of material on the Website other than that set out above, please contact us to discuss your request/s in advance.

LINKS FROM THE WEBSITE

Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

JURISDICTION AND APPLICABLE LAW

Any dispute arising out of these Terms which cannot be settled by mutual agreement/negotiation within 1 (one) month shall be referred to a court of competent jurisdiction in Nigeria although We retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These Terms and any dispute or claim arising out of, or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of the Federal Republic of Nigeria.

VARIATIONS

We may revise these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes We made, as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on the Website.

RELATIONSHIP

These Terms, and your use of our Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Us and you.

NOTICES

In our sole discretion, We may provide you with notices in any of the following methods: (1) via the Platform, including by a banner or pop-up within the our Platform; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. Our notice to you will be deemed received and effective within twenty-four (24) hours after it was published or sent through any of the methods stated above, unless otherwise indicated in the notice.

SEVERABILITY

If any provision of these Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

YOUR CONCERNS

If you have any concerns about material which appears on the Website or Koyo Service, please contact your doctor or other medical adviser.