LONGAEVITAS HEALTH — PARTNER AGREEMENT (SOUTH AFRICA)

Last Modified: 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.

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., AWS 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.

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.

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

13.1 Purpose
This section governs the professional, ethical, and lawful use of the Longaevitas Health Platform by all registered medical practitioners, wellness practitioners, and authorised staff members operating under the Partner’s licence (“Doctors” or “Users”).
Its purpose is to uphold clinical integrity, ensure patient safety, and protect the Platform’s security, data, and reputation.

By accessing or using the Platform, each Doctor agrees to comply with this Code of Conduct as a binding condition of the Partner’s continued access to the Platform.

13.2 Professional Conduct and Clinical Responsibility
(a) The Platform functions as a data interpretation and decision-support system and does not constitute medical advice, diagnosis, or treatment.
(b) All clinical decisions remain the independent responsibility of the treating Doctor, who must comply with the HPCSA Ethical Rules, National Health Act, POPIA, and any other applicable laws and regulations.
(c) Doctors must use professional judgment and verify any recommendations or outputs generated by the Platform.
(d) Any suspected system malfunction, data irregularity, or patient-safety incident must be reported promptly to support@longaevitashealth.com.
(e) All Doctors and healthcare professionals using the Platform must be duly registered, in good standing, and actively licensed with the Health Professions Council of South Africa (HPCSA).

The Partner warrants that no User will access or use the Platform unless they:
(i) hold a valid HPCSA registration number,
(ii) are not suspended or subject to any prohibition on practice, and
(iii) comply with all applicable ethical, professional, and statutory rules.

Longaevitas Health may request proof of active HPCSA registration at any time and may suspend access immediately where registration cannot be verified.

13.3 Active Patient Rule
(a) The Platform may be used only for patients who are active, verified Longaevitas Health members with valid annual membership status.
(b) Each patient must have completed registration and payment of their membership fee before being added to a Doctor’s panel.
(c) The Platform may not be used for consultations or data analysis for non-registered or external patients.
(d) Longaevitas Health reserves the right to audit usage logs to verify compliance.
(e) Any unauthorised usage will result in:
(i) immediate suspension of access;
(ii) retroactive billing at the prevailing patient membership rate for each unauthorised record; and
(iii) potential termination of Partner status.
(f) Consequences for Serving Non-Active Patients.
The Platform may only be used for Active Patients with valid, paid memberships. Where the Partner or any User accesses, consults for, or generates Output Data for an individual who is not an Active Patient:
(i) Longaevitas Health may invoice retroactively for each such individual at the prevailing annual membership rate;
(ii) Longaevitas Health may charge a reasonable administrative and investigation fee associated with identifying and regularising such unauthorised usage;
(iii) repeated or deliberate misuse constitutes a material breach and may result in immediate suspension or termination;
(iv) Longaevitas Health reserves the right to pursue legal remedies, including damages, and where clinically relevant, may escalate misconduct to the HPCSA or other regulatory authorities.

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.

13.4 Data Handling and Confidentiality
(a) In terms of POPIA, Doctors act as Responsible Parties for their own patients’ personal information, and Longaevitas Health acts as an Operator.
(b) All patient data must be recorded accurately, stored securely, and handled in accordance with confidentiality principles and lawful processing conditions.
(c) No screenshots, exports, or external transfers of Platform data may occur except through approved mechanisms or with valid patient consent.
(d) Any data breach or suspected unauthorised access must be reported immediately to support@longaevitashealth.com

13.5 System Use and Security
(a) Login credentials are strictly personal and non-transferable. Each Doctor must maintain secure authentication and device protections.
(b) The Partner and its Users are responsible for all actions taken through their accounts.
(c) Accessing the Platform from unsecured or public devices is prohibited.
(d) The Platform must not be used in any way that could disrupt performance, extract source code, or circumvent security features.

13.6 Prohibited Conduct
Doctors and Users must not:
(i) modify, reverse-engineer, or reproduce any part of the Platform or its outputs;
(ii) interfere with or attempt to disable any security or licensing mechanism;
(iii) copy, distribute, or reuse Platform visuals, analytics, or reports outside the authorised Longaevitas Health workflow;
(iv) allow access to unauthorised persons or third parties; or
(v) use Platform data for any purpose unrelated to authorised patient care, longevity management, or approved research.

13.7 Compliance Monitoring and Sanctions
(a) Longaevitas Health may monitor Platform usage to ensure compliance.
(b) Violations may result in the following actions:

13.8 Communication and Support
Doctors must communicate with Longaevitas Health staff in a professional and respectful manner.
All technical and operational queries should be directed to support@longaevitashealth.com
Privacy-related matters should be sent to support@longaevitashealth.com

13.9 Acknowledgement
By using the Platform, each Doctor and Partner confirms that they have read, understood, and agree to comply with this Code of Conduct and acknowledges that breaches may lead to suspension, termination, or penalties as provided above.

ANNEX A — DATA PROCESSING ADDENDUM (POPIA OPERATOR TERMS)

1. Roles. For Partner Data processed for clinical/practice workflows, Partner is the Responsible Party and Longaevitas is the Operator under POPIA.
2. Processing on Instructions. Longaevitas shall process personal information only on documented instructions from Partner and in accordance with this Agreement.
3. Security. Longaevitas shall implement appropriate technical and organisational measures, including encryption in transit, access controls, audit logging, and secure AWS hosting.
4. Sub‑operators. Longaevitas may engage sub‑operators under written terms imposing equivalent obligations and remains responsible for their performance.
5. Assistance. Longaevitas shall, where technically feasible and lawful, assist Partner in responding to data subject requests and in managing security incidents.
6. Breach Notification. Longaevitas will notify Partner without undue delay upon becoming aware of a security compromise affecting personal information processed as Operator.
7. Cross‑border Transfers. Transfers outside South Africa will comply with Section 72 of POPIA and use appropriate safeguards.
8. Return/Deletion. On termination or upon written request, Longaevitas shall delete or return personal information, unless retention is required by law.
9. Audit. Upon reasonable notice, Longaevitas shall make available information necessary to demonstrate compliance with these Operator terms, subject to confidentiality and security.