CASTLIGHT COMPANIES UNIFIED MISSION CONTROL SERVICE TERMS OF USE

LAST UPDATED NOVEMBER 25, 2020

Welcome to the https://missioncontrol.castlighthealth.com/ website (the "Unified Mission Control Site"). The Unified Mission Control Site is a website service (the "Unified Mission Control Service") offered by Castlight Health, Inc. ("Castlight") and our wholly owned subsidiary Jiff, Inc. ("Jiff") (collectively "Castlight Companies") to: (a) our customers' personnel involved in helping to manage their employee health, welfare and/or wellness plan ("Plan"); or (b) such customers' benefits consultants as permitted by the Castlight Companies and that mutual customer ("Mutual Customer"). Before you begin using the Unified Mission Control Service, please take a minute to ensure that you understand the terms and conditions of our relationship by reading this important information, which includes certain limitation of liability and indemnification provisions applicable to your use of the Unified Mission Control Service.

These Unified Mission Control Service Terms of Use are an agreement between the Castlight Companies and users of their Unified Mission Control Site ("you" or "user"). BY CLICKING "I AGREE" BELOW, YOU INDICATE YOUR ACCEPTANCE OF THESE UNIFIED MISSION CONTROL SERVICE TERMS OF USE . We reserve the right to update or change these Unified Mission Control Service Terms of Use at any time and for any reason. However, if we make material adverse changes, we will notify registered Unified Mission Control Service users by e-mail, post a notice on the Unified Mission Control Site home page or alert you to such changes by other similar means. By continuing to use the Unified Mission Control Site, you agree to accept such revisions. The date of the last update is stated at the top of this document. As long as you comply with the most recent Unified Mission Control Service Terms of Use, are at least eighteen (18) years of age and register with an email domain permitted by the Castlight Companies, the Castlight Companies grant you a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited privilege to enter the Unified Mission Control Site and use the Unified Mission Control Service for the sole benefit of your employer (or in the case of a benefits consultant, at the request and on the behalf of the Mutual Customer).

In consideration of your use of the Unified Mission Control Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form; and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, the Castlight Companies have the right to terminate your account and refuse any and all current or future use of the Unified Mission Control Service. You agree that you are responsible for any activity that occurs through your Unified Mission Control Service account and you agree you will not sell, transfer, license or assign your account, username, or any account rights. The Castlight Companies prohibit the creation of and you agree that you will not create an account for anyone other than yourself.

These Unified Mission Control Service Terms of Use expressly incorporate the provisions of our Unified Mission Control Privacy Statement, which can be found here. Our Unified Mission Control Privacy Statement discloses our practices regarding the collection, use and disclosure of your information with respect to the Unified Mission Control Service. By agreeing to these Unified Mission Control Service Terms of Use, you are also agreeing to the terms of the Unified Mission Control Privacy Statement and consenting to the collection, use and disclosure of information as outlined therein.

If you accept these Unified Mission Control Service Terms of Use and register for the Unified Mission Control Service, but later decide that you want to deactivate your account, please contact your designated Unified Mission Control Service administrator ("Unified Mission Control Admin").

1. LIMITATIONS

Rely at Your Own Risk: Reliance on information provided on this Unified Mission Control Site is solely at your own risk. You should exercise independent judgment before applying any information provided on the Unified Mission Control Site to your employer's (or in the case of benefits consultants, solely for the Mutual Customer's) wellness related or health management needs.

Changes to Unified Mission Control Site: You acknowledge that while we make an effort to keep you updated on important changes, such as by notifying you at login that a new Unified Mission Control Service Terms of Use is available for review, the Unified Mission Control Site and Unified Mission Control Service may be changed, modified or updated at any time for any reason without direct notice to you and information on the Unified Mission Control Site may not always be up to date. The Castlight Companies may also make modifications or changes in, or discontinue products, services or programs offered at any time with or without notice. We reserve the right to remove, screen, edit, or reinstate content, including third party and user content, from time to time at our sole discretion and without notice to you. We have no obligation to retain or provide you with copies of content, nor do we guarantee any confidentiality with respect to content created by you, if any.

Not Professional Advice: The Castlight Companies are not employee benefits consultants or third-party administrators of health services. The Unified Mission Control Service is intended only to assist in providing information to our customers with respect to the wellness related or healthcare needs of Plan members, such members' engagement with the User Services (as defined in the paragraph below) and is general in scope.

No Use of Unified Mission Control Service for Illegal or Discriminatory Purposes: The Castlight Companies maintain strict policies on privacy and security for the protection of Plan members who are users of the Castlight Companies service via to https://us.castlighthealth.com and/or Castlight mobile app ("User Services"). By viewing information available via the Unified Mission Control Service, you acknowledge and agree that you will not use such information for Plan member re-identification, illegal and/or any discriminatory purposes.

2. LIMITATIONS OF THE UNIFIED MISSION CONTROL SERVICE

We are not responsible for the products and services offered by or on third-party sites. The Castlight Companies cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings or other service interruptions. The Castlight Companies cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.

3. LEGAL NOTICES

DISCLAIMERS: YOU UNDERSTAND AND AGREE THAT: YOUR USE OF THE UNIFIED MISSION CONTROL SERVICE AND THE UNIFIED MISSION CONTROL SITE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE UNIFIED MISSION CONTROL SERVICE IS AT YOUR SOLE RISK. THE UNIFIED MISSION CONTROL SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE CASTLIGHT COMPANIES AND OUR SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES (COLLECTIVELY, "AFFILIATES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE UNIFIED MISSION CONTROL SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE UNIFIED MISSION CONTROL SERVICE OR THE UNIFIED MISSION CONTROL SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CASTLIGHT COMPANIES ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA FROM ANY THIRD PARTY. WHILE THE CASTLIGHT COMPANIES TAKE STRINGENT PRECAUTIONS TO PROTECT YOUR DATA AND COMPLY WITH PRIVACY RULES, THE CASTLIGHT COMPANIES CANNOT GUARANTEE THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ANY INTERRUPTIONS IN THE AVAILABILITY OF THE UNIFIED MISSION CONTROL SERVICE, WHETHER THE RESULT OF ACTIONS BY THE CASTLIGHT COMPANIES OR A THIRD PARTY. THE CASTLIGHT COMPANIES AND THEIR AFFILIATES MAKE NO WARRANTY THAT, (i) THE UNIFIED MISSION CONTROL SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE UNIFIED MISSION CONTROL SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE UNIFIED MISSION CONTROL SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY INFORMATION OBTAINED BY YOU THROUGH THE UNIFIED MISSION CONTROL SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS, (v) THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY INFORMATION, AND (vi) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE CASTLIGHT COMPANIES OR THROUGH OR FROM THE UNIFIED MISSION CONTROL SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY: IN NO EVENT SHALL THE CASTLIGHT COMPANIES, NOR ANY OF OUR AFFILIATES, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF $500.00. IN NO EVENT SHALL THE CASTLIGHT COMPANIES OR OUR AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT ARE THE CASTLIGHT COMPANIES LIABLE FOR ANY DAMAGES CAUSED BY YOUR OR ANY THIRD PARTY'S ACTS OR OMISSIONS.

You acknowledge and agree that payment by the Castlight Companies or retention by you of direct damages, as limited above, is your sole and exclusive remedy in exhaustion of all other remedies, at law or in equity, and that such remedy has not failed of its essential purpose. Any claims against the Castlight Companies arising in connection with your use of this Unified Mission Control Site or any Unified Mission Control Service, or information offered or purchased through the Unified Mission Control Site must be brought against the Castlight Companies within one (1) year of the date of the event giving rise to such action. When using the Unified Mission Control Service, information will be transmitted over a medium which may be beyond the control and jurisdiction of the Castlight Companies, our customers and/or vendors. Accordingly, the Castlight Companies assume no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Unified Mission Control Service.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, the above disclaimers and limitations may not apply to you if you reside in such a jurisdiction and the duration and scope of such disclaimers and limitations will be the minimum permitted under applicable law. You may also have other legal rights that vary from jurisdiction to jurisdiction.

4. INTELLECTUAL PROPERTY

General: All rights not expressly granted to you are reserved by the Castlight Companies.

Copyrights Trademarks and Patents: As between you and the Castlight Companies, all of the: (a) content included on the Unified Mission Control Site, including reports, data, text, art, graphics, logos, button icons, images, pictures, audio clips and software "Content"); (b) trademarks, trade names, logos, brand names and service marks ("Marks"), whether registered or unregistered; and (c) patents and patent applications ("Patent Rights"), are the property of the Castlight Companies, our members, partners or content providers, and are protected by U.S. and international copyright, trademark or patent laws, as applicable. Except as granted in the limited license below, any use of: (i) Content, including modification, transmission, presentation, distribution or republication; (ii) Marks; or (iii) Patent Rights is prohibited without our prior written consent (or if a Mark is owned by a third party, the prior written consent of such third party).

Limited License: As a user of the Unified Mission Control Site, the Castlight Companies authorize you to download the Content, Marks and other materials (collectively the "Materials") on the Unified Mission Control Site for your employer's (or in the case of benefits consultants, at the request of the Mutual Customer solely for that Mutual Customer's) internal administrative use for its Plan. If you violate any provision of these Unified Mission Control Service Terms of Use, your permission to use such Materials automatically terminates and you must immediately and permanently destroy any copies you have made of any portion of such Materials. This Unified Mission Control Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by the Castlight Companies. Additionally, you will permanently destroy Materials, including any and all copies thereof, when the need to retain such Materials for internal use or the Plan is no longer necessary.

Data: The Castlight Companies welcome your feedback as a user of the Unified Mission Control Service, and may request your feedback regarding the Unified Mission Control Service or request your feedback in the Unified Mission Control Service through surveys, bulletin boards, emails or other means. Any feedback you provide will become the confidential and proprietary information of the Castlight Companies, and you agree that the Castlight Companies may use in any manner and without limitation all comments, suggestions, complaints, reviews and other feedback you provide relating to the Unified Mission Control Service. The Castlight Companies shall have a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use feedback for any purpose, including but not limited to, incorporation of such feedback into the Unified Mission Control Service or other Castlight Companies software or services.

Third Party Software: You acknowledges that the Unified Mission Control Service may contain copyrighted software of our suppliers, which were obtained under a license from such suppliers ("Third Party Software"). All third party licensors and suppliers retain all right, title and interest in and to such Third Party Software and all copies thereof, including all copyright and other intellectual property rights. Subject to the foregoing, the Third Party Software may include certain open source software ("Open Source Software"). Your use of any Third Party Software shall be subject to, and you shall comply with, the terms and conditions of these Terms of Use and the applicable restrictions and other terms and conditions set forth in any Third Party Software documentation or printed materials, including without limitation any end user license terms of use.

5. ACCOUNT ADMINISTRATION/RESTRICTIONS/PASSWORDS AND TERMINATION

Admin Responsibilities: Unified Mission Control Admins must be: (a) employees of a Castlight Companies customer; or (b) a Unified States based benefits consultant of a Mutual Customer, provided however, such Mutual Customer consents to that benefits consultant having access to the Unified Mission Control Service on behalf of the Mutual Customer. As your employer or Mutual Customer's designated Unified Mission Control Admin, you are responsible for managing the Unified Mission Control Service user accounts allotted by the Castlight Companies . Such responsibilities may include but are not limited to: (a) for customer employees, inviting other personnel involved in helping to manage your employer's Plan or benefits consultants who you expressly request access to the Unified Mission Control Service on your employer's behalf (or in the case of benefits consultants, other benefits consultants or employees of the Mutual Customer, but solely at the request of the Mutual Customer) to register for the Unified Mission Control Service; (b) immediately deactivating a registered Unified Mission Control Service user's account upon termination of employment of that user (or in the case of a benefits consultant, immediately upon the termination or expiration of your fellow benefit consultant's relationship with the Mutual Customer); and (c) notifying your company's Castlight Companies Customer Success representative of your departure from your employer or from your role as your employer's Unified Mission Control Admin (or in the case of a benefits consultant, upon the termination or expiration of your relationship with the Mutual Customer). The Castlight Companies hereby disclaim any and all obligation to manage Unified Mission Control Service accounts or the usage of such accounts. Such management obligations are solely that of the Castlight Companies' customers. Unified Mission Control Service accounts in excess of the designated number permitted by us may result in an additional fee charged by the Castlight Companies. Please contact your Castlight Companies Customer Success representative to obtain additional Unified Mission Control user accounts for your employer (or in case of a benefit consultant, for the Mutual Customer).

Restrictions on Use: These Unified Mission Control Terms of Use do not allow for use of the Unified Mission Control Service by anyone other than you. You agree that you will not: (i) use the Unified Mission Control Service in order to invade the privacy of, obtain the identity of, or obtain any personal information about any other user of the Unified Mission Control Service or the User Services; (ii) modify, erase or damage any information contained on the computer of any user connected to the Unified Mission Control Service; (iii) reverse engineer any portion of the Unified Mission Control Site or Unified Mission Control Service; or (iv) use the Unified Mission Control Site or Materials in any manner that is inconsistent with the limited license granted herein. Additionally, you agree not to post or transmit: (a) information under a false name; or (b) any information which (i) is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of a third party, or (ii) contains any virus, worm, Trojan horse or other code which is contaminating or destructive to the files or programs of the Castlight Companies or any of our users. You are prohibited from developing, selling or distributing applications that are capable of launching, being launched from, or are otherwise integrated with, the Unified Mission Control Service without our prior, express written consent. The Castlight Companies reserve the right to delete any information provided by you that we deem in our sole discretion fraudulent, abusive, defamatory, obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

Passwords: To access the Unified Mission Control Service as a user, you will either receive an invitation to register directly from the Castlight Companies or from your designated Unified Mission Control Admin. You hereby agree that you will (i) not forward your invitation to any to any other person(s); (ii) keep your Unified Mission Control Service password protected and not share it with others; and (iii) promptly contact your designated Unified Mission Control Admin or Castlight Companies Customer Service representative if you would like to deactivate and/or re-activate your account.

Termination: The Castlight Companies reserve the right to refuse access to the Unified Mission Control Site and to terminate your use of the Unified Mission Control Site if we believe that your conduct violates any applicable law or is harmful to the interests of the Castlight Companies, their members, partners or suppliers, or other users, or for any other reason in the Castlight Companies' sole discretion, with or without cause. Additionally, your Unified Mission Control Admin may terminate your access of the Unified Mission Control Site at his/her own discretion, and the Castlight Companies have no control over such terminations or obligations to reinstate your access.

6. GENERAL LEGAL PROVISIONS

Third Party Links: The Unified Mission Control Service may include links to third party websites which may include opinions, information or recommendations of various third parties. In providing such links, the Castlight Companies do not represent to you that we have investigated the content of such third party websites. The Castlight Companies do not warrant or guarantee the accuracy of any content included on third party websites nor do we endorse, credential or accredit any opinions, recommendations or information included on such third-party websites. Your use of third-party websites is subject to the terms and conditions of use for such websites.

Governing Law and Jurisdiction: These Unified Mission Control Service Terms of Use are governed by the State of California law for all purposes, including website use and product purchases, without giving effect to any principles of conflicts of laws. You hereby consent to the jurisdiction and venue of the courts in the State of California.

Legal Compliance: You represents and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List. The Unified Mission Control Service may not be downloaded or otherwise exported or re‑exported: (i) into (or to a national or resident of) any country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a "terrorist supporting" country; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Unified Mission Control Service, you agree to the foregoing and represents and warrants that you: (a) are not located in, under the control of, or a national or resident of any such country or on any such list; (b) are not listed on any U.S. Government list of prohibited or restricted parties; and (c) agree to comply with all export laws and other applicable laws.

Government Users: The Unified Mission Control Service (including documentation thereof) were developed by private financing and constitute "Commercial Items" as that term is defined at 48 C.F.R. §2.101. The Unified Mission Control Service consists of "Commercial Computer Software" and "Commercial Computer Documentation" as such terms are used in 48 C.F.R. §12.212. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202‑ 1 through 227.7202‑4, all U.S. Government users acquire only those rights in the Unified Mission Control Service and documentation that are specifically provided by these Terms of Use. Consistent with 48 C.F.R. §12.211, all U.S. Government users acquire only technical data and the rights in that data customarily as specifically provided in these Terms of Use.

Confidentiality by Benefits Consultants: As to benefits consultants using the Unified Mission Control Service at the request and on behalf of a Mutual Customer, you represent and warrant that your access to the Unified Mission Control Service under these Unified Mission Control Service Terms of Use, any information presented therein or direct or derivative learnings therefrom (collectively, the "Information") will be solely for you to provide services to the Mutual Customer. Except with the Castlight Companies' express prior written consent, you may not make any alterations, changes, additions or other modifications to the Information. You agree that the Information is highly confidential and proprietary to the Castlight Companies. You shall promptly notify us of any actual or suspected misuse or unauthorized disclosure of the Information. Additionally, you will not disclose, publish, or disseminate Information to anyone, and shall prevent any unauthorized use, disclosure, publication, or dissemination of the Information. You agree that the Information remains property of the Castlight Companies and nothing contained in these Unified Mission Control Terms of Use will be construed as granting any intellectual property rights or any other rights to you to any Information or any derivatives thereof. Within ten (10) business days of receipt of the Castlight Companies' written request, you will return to us all documents, records and copies thereof containing Information. For purposes of this section, "documents" includes all information fixed in any tangible medium of expression, in whatever form or format. The terms of this section will remain in effect for five (5) years following the deactivation of your Unified Mission Control account.

Indemnification: You agree to indemnify, defend and hold harmless the Castlight Companies, our shareholders, affiliates, directors, managers or, employees or customers from and against any claims, actions or demands, liabilities and settlements including, without limitation, reasonable legal and accounting fees, resulting from your violation of these Unified Mission Control Service Terms of Use.

Third Party Rights: The indemnification provisions set forth herein are for the benefit of the Castlight Companies, our Affiliates, customers, and third party providers of data, software and content. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its behalf.

Entire Agreement: Except as expressly provided in the other policies on the Unified Mission Control Site, these Unified Mission Control Service Terms of Use constitute the entire agreement between you and the Castlight Companies with respect to your use of the Unified Mission Control Site. You acknowledge that the provisions, disclosures and disclaimers set forth in these Unified Mission Control Service Terms of Use are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress or undue influence exercised upon you by any person or entity. If you have any concerns or questions regarding the Unified Mission Control Site or revisions to the Unified Mission Control Service Terms of Use, please contact your Castlight Companies Customer Service representative.

Miscellaneous: Our failure to exercise or enforce any right or provision does not constitute a waiver of such right or provision. No waiver of any provision shall be deemed a further or continuing waiver of such term or condition or any other term or condition. If any provision is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Unified Mission Control Service Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Unified Mission Control Service Terms of Use. We may assign our rights and duties under this Agreement to any party at any time without notice to you and/or your approval. Questions or comments regarding this Unified Mission Control Site should be directed to your Castlight Companies Customer Service representative or to Castlight Health, Inc. at 150 Spear Street, Suite 400, San Francisco, CA 94105, Attn: Legal Department.