LONGAEVITAS HEALTH — PARTNER AGREEMENT (SOUTH AFRICA)

LONGAEVITAS HEALTH - PARTNER AGREEMENT (SOUTH AFRICA)

Last Modified: 12 January 2026 (Supersedes 21 October 2025)

This Partner Agreement (the "Agreement") is a binding agreement between the entity identified in the applicable Order ("Partner", "you", or "your") and Longaevitas Health (Pty) Ltd, a company incorporated in South Africa, Company No. 2025/413084/07, with its registered address at 18 Kent Road, Dunkeld West, Randburg, 2196 ("Longaevitas Health", "we", or "us"). Each a "Party" and together the "Parties."

By executing an Order that references this Agreement, you: (i) acknowledge you have read and understood this Agreement; (ii) represent and warrant you have the right, power and authority to bind yourself and (if applicable) the entity you represent; and (iii) accept this Agreement. If you do not accept these terms, do not access or use the Platform.

1. PLATFORM AND LICENCE

1.1 Purpose.

Longaevitas Health has developed a proprietary software platform for proactive wellness and longevity management, including any application programming interfaces, software libraries, graphical assets, database structures, configuration files, installation scripts, and documentation (collectively, the "Platform"). Partner seeks a licence to enable its authorised personnel (including employed and contracted clinicians, wellness practitioners and administrators) ("Users") to operate Partner's products and services to its end users ("End Users") (the "Purpose"). Users and End Users who access the Platform may be required to accept Longaevitas Health's Terms of Use.

1.2 Licence.

Subject to this Agreement and each Order, Longaevitas Health grants Partner a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to: (a) access and use the Platform for internal evaluation, training, and delivery of Partner's offerings to End Users for the Purpose; and (b) install and run any downloadable components of the Platform solely in object code and solely for use by Users, in accordance with the Documentation (the "Licence"). Use beyond the Purpose or by any third party other than Users is prohibited.

1.3 Documentation.

Longaevitas Health will provide access to user and technical documentation ("Documentation"), which is Longaevitas Health Confidential Information, to be used only for the Purpose.

1.4 Approvals.

Partner is responsible for obtaining and maintaining all required licences, permits, professional registrations, and regulatory approvals necessary for Partner's use of the Platform and provision of Partner's offerings. Longaevitas Health has no responsibility for Partner's approvals.

1.5 Modifications; Corrections.

We may modify, update, enhance, or discontinue features of the Platform at any time. Updates may add, remove, or change functionality and may require Partner to accept or install them. We may correct typographical errors, inaccuracies, or omissions (including in descriptions or availability) without notice.

1.6 Suspension.

We may monitor the Platform for compliance. We may suspend or limit access immediately if: (a) an Order is overdue by 30 days or more; (b) use presents a security, legal or operational risk; (c) Partner breaches this Agreement; or (d) changes in law require suspension. We may take steps necessary to protect the Platform and other customers.

2. ACCOUNTS AND ORDERS

2.1 Account.

Use of the Platform requires an account. Partner must keep credentials confidential and is liable for all activity under its accounts. Partner must ensure individual user accounts are used and that access follows least-privilege principles.

2.2 Orders.

Access is subject to a mutually executed order form or online order (each, an "Order"). We may accept or reject Orders at our discretion. This Agreement applies to all Orders. If there is a conflict, the Order prevails for commercial terms, otherwise this Agreement controls.

3. RESTRICTIONS OF USE

3.1 Prohibited Uses.

Partner shall not (and shall not permit anyone to): (i) modify or create derivative works of the Platform; (ii) sell, licence, sublicense, lease, assign, transfer, pledge, or share rights in the Platform; (iii) copy, distribute or reproduce the Platform for third-party benefit; (iv) disclose or publish benchmarking or performance results; (v) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas or algorithms; (vi) remove or alter proprietary notices; (vii) use the Platform other than for the Purpose; (viii) use the Platform to violate third-party rights or law; or (ix) combine the Platform with code that requires disclosure of source code of the Platform or subjects it to copyleft obligations.

4. DATA AND COMPLIANCE

4.1 Partner Data.

As between the Parties, all data uploaded or provided to the Platform by Partner, Users, or End Users (including health or wellness data) ("Partner Data") remains Partner's property or that of the relevant data subject. Partner is solely responsible for the accuracy, quality, legality, and permissions for Partner Data. Partner will provide all required notices and obtain all consents under applicable law (including POPIA) and professional rules. Decisions based on Partner Data or on Platform outputs are Partner's sole responsibility. Partner is responsible for independent backups.

4.2 Output Data.

The Platform may generate analytics, alerts, recommendations, and similar information ("Output Data"), which may use statistical and machine learning methods. Output Data may contain errors or limitations and may be similar to outputs provided to other users. Output Data is for information and decision-support only, is not medical advice, and must not replace professional judgment. Partner is solely responsible for reviewing Output Data and determining actions.

4.3 Privacy; POPIA Roles.

The Longaevitas Health Privacy Policy is incorporated by reference. For clinical/practice workflows, Partner is the Responsible Party and Longaevitas Health acts as Operator under POPIA. For direct-to-consumer membership data controlled by Longaevitas Health, Longaevitas Health is the Responsible Party. Cross-border transfers may occur (e.g., cloud hosting) subject to POPIA Section 72 safeguards.

4.4 Analytics and De-identified Data.

Longaevitas Health may use aggregated, de-identified, or anonymised information derived from use of the Platform for analytics, benchmarking, research, and improvement. Longaevitas Health owns such analytics information.

4.5 Audit; Transparency.

During the Term and for five (5) years thereafter, Partner will maintain accurate records relating to its use of the Platform. On 30 days' notice (no more than once in any rolling six months unless we reasonably suspect non-compliance), we may audit such records to verify compliance. Underpayments or misuse may result in charges, interest, reimbursement of audit costs (if material non-compliance is found), and other remedies.

4.6 Active Member Rule (Commercial Fair Use).

Unless expressly permitted in writing by Longaevitas Health, Partner and Users may use the Platform only for End Users who are Active Members. Where the Partner or any User accesses, consults for, or generates Output Data for an individual who is not an Active Member, Longaevitas Health may: (i) invoice retroactively for each such individual at the prevailing annual membership rate (or other applicable access rate); (ii) charge a reasonable administrative and investigation fee; (iii) suspend or terminate access; and (iv) pursue legal remedies. Such charges are agreed to be a genuine pre-estimate of loss and administrative cost and do not constitute a penalty under the Conventional Penalties Act.

5. COMPENSATION

5.1 Fees.

Partner will pay the fees set out in the applicable Order (the "Fees"). Unless stated otherwise, Fees are due annually or monthly in advance, non-refundable, and payable in ZAR (or the currency specified in the Order) within 30 days of invoice.

5.2 Price Changes.

We may change pricing for future terms by notice prior to renewal.

5.3 Taxes; Expenses.

Fees are exclusive of taxes. Partner is responsible for VAT and applicable taxes. Each Party bears its own expenses unless otherwise agreed.

​5.4 Annual Subscription Reclaim​​(100 Active Members)

5.4.1 Reclaim Right (Conditional). Subject to the conditions in this Section 5.4, where Partner achieves and maintains at least one hundred (100) Active Members under its account for the required qualification period, Partner may submit a claim to reclaim the Fees paid for the then-current annual subscription term (the "Reclaim").

5.4.2 Definitions for this Section. For purposes of this Section 5.4:

(a) "Active Member" means an end user/member who (i) has a current, fully paid, valid Longaevitas Health membership, (ii) is correctly onboarded and assigned to Partner on the Platform, and (iii) has not been cancelled, refunded, reversed, chargebacked, or suspended.

(b) "Renewal Date" means the date on which Partner's subscription term renews under the applicable Order.

(c) "Reclaim Period" means the period commencing 30 (thirty) days prior to the Renewal Date and ending at 23:59 (South Africa time) on the Renewal Date.

5.4.3 Qualification Requirements. Partner qualifies for a Reclaim only if:

(a) Partner has at least 100 Active Members assigned to Partner continuously for a minimum of 30 (thirty) consecutive days ending on (or immediately before) the Renewal Date;

(b) Partner and all Users are in good standing, including compliance with this Agreement and all Orders, and with no material breach notices outstanding;

(c) all Fees due to Longaevitas Health are fully paid and not subject to dispute, set-off, withholding, or chargeback;

(d) usage and onboarding of Active Members complied with applicable law, POPIA, and professional rules; and

(e) no evidence exists (in Longaevitas Health's reasonable determination) of fraudulent activity, code manipulation, artificial inflation of member counts, duplicate accounts, or other misuse intended to trigger the Reclaim.

5.4.4 Claim Procedure and Timing.

(a) Partner must submit a written claim during the Reclaim Period to support@longaevitashealth.com (or such other address as notified) with the subject line: "Annual Fee Reclaim - 100 Active Members".

(b) Claims submitted before the Reclaim Period opens or after it closes are invalid and will be rejected.

(c) Longaevitas Health will verify eligibility using Platform audit logs and records and may request supporting information reasonably necessary to validate the claim.

5.4.5 Verification and Determination.

(a) Eligibility is determined by Longaevitas Health acting reasonably and in good faith based on Platform records.

(b) Longaevitas Health may conduct verification audits under the audit provisions of this Agreement and may pause processing of a claim pending completion of verification.

5.4.6 Reclaim Amount and Form of Refund.

(a) If approved, the Reclaim equals the net Fees actually paid by Partner for the then-current annual subscription term, excluding: VAT (if applicable), bank charges, payment processor fees, third-party fees, and any amounts payable under this Agreement (including amounts owed by Partner).

(b) Longaevitas Health may satisfy the Reclaim either by (i) refund to the original payment method/bank account, or (ii) issuing a credit note and applying it against the next invoice, at Longaevitas Health's election (acting reasonably).

(c) Any refund will be processed within a commercially reasonable period after approval.

5.4.7 One Reclaim per Subscription Term. Partner may claim no more than one (1) Reclaim per annual subscription term, and the Reclaim right is non-transferable and may not be assigned.

5.4.8 Clawback / Reversal for Post-Approval Invalidity. If, within 60 (sixty) days after payment/credit of a Reclaim, it is determined that Partner did not validly qualify (including due to cancellations, reversals, chargebacks, data integrity issues, or misuse), Longaevitas Health may (without limiting other remedies):

(a) reverse the credit note; and/or

(b) invoice Partner for the Reclaim amount as a debt immediately due and payable.

5.4.9 No Waiver; No Guaranteed Outcome. The Reclaim is a conditional commercial incentive and does not waive any other obligations. Longaevitas Health's approval of a claim in one term does not guarantee approval in any other term.

6. CONFIDENTIALITY

6.1 Definition.

"Confidential Information" means non-public information disclosed by a Party that is identified as confidential or should reasonably be considered confidential.

6.2 Obligations.

Each Party will protect the other's Confidential Information with at least reasonable care, use it only for this Agreement, and disclose it only to personnel and service providers who need to know and are bound by confidentiality obligations. Exceptions apply for information that is public, independently developed, rightfully received from a third party, or required by law to be disclosed (with notice where lawful).

7. INTELLECTUAL PROPERTY

7.1 Ownership.

Longaevitas Health (and its licensors) owns all rights in and to the Platform and Documentation, including updates, customisations, and enhancements. No rights are granted except as expressly set out herein.

7.2 Feedback.

Suggestions, comments, and ideas about the Platform ("Feedback") may be used by Longaevitas Health without restriction and without compensation.

7.3 Publicity.

With prior consent, each Party may identify the other as a customer/partner in marketing materials and on websites.

8. REPRESENTATIONS, DISCLAIMERS

8.1 Partner Warranties.

Partner warrants that it: (i) has the authority to enter into this Agreement; (ii) will comply with applicable laws, POPIA, and professional rules; (iii) will not export, re-export, or use the Platform in violation of sanctions or embargoes; and (iv) will use reasonable efforts to keep its systems free of malicious code.

8.2 No Medical Advice.

The Platform is an information and decision-support tool and does not provide medical advice, diagnosis, or treatment. Clinical judgment remains with qualified practitioners.

8.3 Disclaimer.

Except as expressly stated, the Platform and Documentation are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, non-infringement, availability, or that the Platform is error-free.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation.

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, data or business interruption. Longaevitas Health's total aggregate liability arising out of or relating to this Agreement shall not exceed the Fees paid or payable by Partner in the six (6) months preceding the event giving rise to liability.

9.2 Indemnity by Partner.

Partner will defend and indemnify Longaevitas Health against claims and losses arising from: (i) Partner's breach of this Agreement; (ii) Partner's offerings and services to End Users; (iii) Partner's breach of law or professional rules; or (iv) promises or terms made by Partner to End Users that deviate from this Agreement or the Terms of Use.

10. TERM; TERMINATION

10.1 Term.

This Agreement starts on the Effective Date of the first Order and continues for the Order term(s) (the "Term"). Unless an Order states otherwise, Order terms auto-renew for successive terms of equal length unless either Party gives 30 days' notice before renewal.

10.2 Termination.

Either Party may terminate this Agreement or any Order for convenience on 30 days' written notice, or for material breach not cured within 15 days after notice. We may terminate immediately for unlawful use or risk to the Platform.

10.3 Effect.

On termination: (i) the Licence ends and access ceases; (ii) Partner must stop using the Platform and delete software and Documentation in its possession; (iii) accrued Fees remain payable and are non-refundable (unless required by law). Sections intended to survive (including 3, 4, 5, 6, 7, 8, 9, 11, 12) will survive.

11. GOVERNING LAW; DISPUTES

11.1 Governing Law; Forum.

This Agreement is governed by the laws of the Republic of South Africa. The Parties submit to the exclusive jurisdiction of the courts of Johannesburg, Gauteng.

11.2 Good-faith Resolution.

Before litigation, the Parties will attempt in good faith to resolve disputes through executive-level discussions for at least 30 days.

12. MISCELLANEOUS

12.1 Entire Agreement; Order of Precedence.

This Agreement and the Orders constitute the entire agreement. In case of conflict: Order -> this Agreement -> Documentation.

12.2 Assignment.

Partner may not assign without our written consent, except to an affiliate or in connection with a merger or sale of substantially all assets (with notice). We may assign to an affiliate or successor.

12.3 Notices.

Legal notices must be in writing and delivered by email to support@longaevitashealth.com with a copy to 18 Kent Road, Dunkeld West, Randburg, 2196 (Attention: Legal), or to the addresses on the Order.

12.4 Force Majeure.

Neither Party is liable for failures caused by events beyond reasonable control.

12.5 Relationship.

The Parties are independent contractors. No partnership, agency, or joint venture is created.

12.6 Electronic Communications.

The Parties consent to transact electronically and to electronic signatures and records.

13. DOCTOR CODE OF CONDUCT

This Agreement incorporates the Doctor Code of Conduct set out in the consolidated Terms of Use section above. Partner warrants that no User will access or use the Platform unless they hold a valid professional registration (including HPCSA registration where applicable), are in good standing, and comply with all applicable ethical, professional, and statutory rules.