GutIQ CORE™ Client Services & Digital Care Agreement

Last updated: October 10, 2026

This GutIQ CORE™ Client Services and Digital Care Agreement (“Agreement”) is entered into between:

GutIQ FZ LLC, a company incorporated in the United Arab Emirates, with its registered office at Meydan FZ, Dubai, United Arab Emirates, trading as “GutIQ” (“GutIQ”, “Company”, “we”, “us” or “our”);

and

the person whose name and details appear in the applicable enrolment form, order form, invoice or signature block (“Client”, “you” or “your”).

GutIQ and the Client are each a “Party” and together the “Parties”.

By signing this Agreement, completing enrolment, clicking acceptance, accessing CORE or paying any Program Fee, the Client confirms that they have read, understood and agreed to this Agreement.

1. DEFINITIONS

1.1 “AI System”

Means GutIQ Cerebra and any artificial-intelligence, machine-learning, algorithmic, automated decision-support, report-generation, pattern-recognition, conversational or analytical functionality made available through CORE.

1.2 “Client Data”

Means information submitted, uploaded, recorded or generated in connection with the Client’s use of CORE, including personal information, health history, symptoms, medications, allergies, laboratory reports, medical records, questionnaires, daily logs, messages, images, food records, responses and progress data.

1.3 “Clinical Team”

Means the doctors, clinicians, healthcare practitioners and other appropriately qualified professionals engaged by GutIQ to provide or supervise relevant human-led components of CORE.

1.4 “CORE” or “Program”

Means the GutIQ CORE™ annual digital care program selected by the Client, comprising the inclusions described in the applicable Order Form and Program description.

1.5 “Cerebra”

Means GutIQ’s AI-enabled continuity and guidance system, which supports the implementation of a clinician-designed plan, provides educational and operational guidance, assists with tracking and may identify matters for potential human review.

1.6 “Order Form”

Means the proposal, checkout page, enrolment confirmation, invoice or written Program summary specifying the Client’s plan, Fees, Start Date, duration, usage limits and included Services.

1.7 “Program Materials”

Means GutIQ’s assessments, frameworks, scoring systems, pattern classifications, reports, protocols, questionnaires, prompts, databases, templates, educational materials, software, dashboards, interfaces, content and other proprietary materials.

1.8 “Services”

Means the human-led services, digital-platform access, AI-enabled features, assessments, reports, tracking tools, educational content and other services included in CORE.

1.9 “Start Date”

Means the date on which the Client’s CORE access is activated or another commencement date stated in the Order Form.

2. CORE DELIVERY MODEL

2.1 Hybrid care model

CORE is a twelve-month, remotely delivered program combining defined human clinical checkpoints with AI-enabled day-to-day continuity, tracking and educational support.

Unless otherwise stated in the Order Form, CORE includes:

(a) an initial health intake and assessment process;

(b) review of information and eligible uploaded records;

(d) an initial clinician consultation;

(e) a personalised plan designed, reviewed or approved by a member of the Clinical Team;

(f) four scheduled clinician consultations during the twelve-month Program, ordinarily one per quarter;

(g) quarterly review and adaptation of the Client’s plan, where clinically appropriate;

(h) access to Cerebra and other digital tools within the applicable usage limits; and

(i) symptom, meal, lifestyle and progress-tracking functionality.

2.2 Defined human involvement

Human clinical involvement is provided at the scheduled checkpoints and escalation points described in this Agreement and the Order Form. CORE does not include unlimited or continuous access to a doctor, coach or other human practitioner.

2.3 Additional consultations

Consultations beyond those included in the Program may be purchased, subject to clinician availability and payment of the applicable additional fee. GutIQ is not obliged to provide additional consultations free of charge.

2.4 Allocation and substitution

GutIQ may assign or replace members of the Clinical Team based on availability, licensing, expertise, operational requirements or clinical suitability. The Client is not guaranteed continuous access to a particular named practitioner unless expressly stated in the Order Form.

2.5 Program suitability

CORE is designed primarily for motivated individuals capable of independently implementing a structured plan with AI-enabled support between scheduled consultations. GutIQ may determine that CORE is not, or is no longer, suitable for a Client whose condition, risk level, support needs, conduct or clinical complexity requires a different form of care.

2.6 Recommendation to upgrade or seek external care

GutIQ may recommend additional consultations, transition to PURO or another service, or assessment by an external medical professional. Such recommendations do not oblige GutIQ to provide services outside the purchased scope and do not entitle the Client to a refund.

3. NATURE OF THE SERVICES

3.1 Educational and wellness support

Except where a licensed practitioner expressly provides a professional service within their lawful scope, CORE’s digital reports, AI interactions, pattern descriptions, food guidance, supplement information, lifestyle suggestions and educational content are intended to support wellness education and informed discussions with qualified healthcare providers.

3.2 No autonomous diagnosis by AI

Cerebra does not independently diagnose disease, prescribe medication, replace a treating physician, conduct a physical examination or provide emergency medical care.

Pattern names, archetypes, scores, overlays, functional interpretations and risk indicators used within GutIQ are proprietary wellness and decision-support classifications. They must not be treated as formal medical diagnoses unless separately confirmed by an appropriately qualified healthcare professional.

3.3 Relationship with local healthcare providers

The Client remains responsible for maintaining an appropriate relationship with physicians and other healthcare providers in the Client’s place of residence. CORE is not a replacement for local primary, specialist, emergency or hospital care.

3.4 Prescription medications

The Client must not commence, discontinue, increase, reduce or otherwise alter any prescription medication solely on the basis of an AI response, Program report, educational communication or non-prescribing recommendation.

Any medication change must be authorised by the Client’s prescribing physician or another appropriately licensed practitioner legally entitled to make that decision.

3.5 Tests and investigations

Recommendations concerning laboratory tests, imaging, procedures or specialist review are informational unless formally ordered by a practitioner legally authorised to do so. The Client is responsible for obtaining appropriate local medical advice, prescriptions, referrals and interpretation.

3.6 No guaranteed outcome

GutIQ does not guarantee:

(a) diagnosis, cure, remission or prevention of any condition;

(b) a particular change in symptoms, weight, microbiome, laboratory results or quality of life;

(d) that a suggested approach will be appropriate in every circumstance; or

(e) equivalence with any other GutIQ program or conventional medical treatment.

4. AI-SPECIFIC TERMS AND LIMITATIONS

4.1 Probabilistic technology

The Client understands that AI systems generate outputs probabilistically. Despite guardrails, clinical supervision, source retrieval, testing and escalation rules, an AI output may:

(a) contain an error, omission, ambiguity or outdated information;

(b) misunderstand the Client’s message, image, report or circumstances;

(d) fail to identify a relevant interaction, contraindication or red flag;

(e) provide inconsistent responses to similar questions;

(f) misclassify or incompletely classify uploaded information; or

(g) be affected by incomplete, inaccurate or misleading Client Data.

4.2 Decision-support only

Cerebra is a continuity and decision-support layer. It does not exercise independent medical judgement and must not be used as the sole basis for a significant health decision.

The Client must apply reasonable judgement and seek human medical review whenever:

(a) an answer appears unusual, unsafe, unclear or inconsistent with the Client’s clinician-approved plan;

(b) symptoms are new, severe, worsening or materially different from the Client’s usual pattern;

(d) the Client is uncertain whether reliance is appropriate.

4.3 No guarantee that outputs will be reviewed

Unless expressly escalated and accepted for human review, conversations with Cerebra are not necessarily read, monitored or approved by a clinician in real time.

The presence of an AI escalation feature does not create a guarantee that every relevant concern will be detected or that a clinician will respond within a particular period.

4.4 Human checkpoints

Certain reports, plans or recommendations may be subject to human review, approval or adjustment. Human review reduces but does not eliminate the possibility of error.

A clinician’s approval relates to the information reasonably available at the time. It does not guarantee that the information is complete or that the plan will remain appropriate following a change in the Client’s health, medication or circumstances.

4.5 Escalation limitations

Cerebra may be configured to identify certain symptoms or patterns for possible human escalation. The Client acknowledges that:

(a) automated escalation is not guaranteed to detect every emergency or material risk;

(b) escalation depends on the accuracy, clarity and completeness of the Client’s input;

(d) human escalation is not a substitute for the Client contacting local emergency services; and

(e) no statement describing an escalation workflow constitutes a guaranteed response time unless expressly agreed in a separate written service-level commitment.

4.6 Changes to AI systems

GutIQ may update, retrain, replace, restrict or discontinue any AI model, provider, workflow, prompt, knowledge source, functionality or safety rule. Outputs may therefore change over time.

GutIQ is not required to preserve a particular model version, response style or feature, provided the overall nature of the purchased Program is not materially diminished.

4.7 Third-party AI and infrastructure providers

GutIQ may use carefully selected third-party technology, cloud, communications, cybersecurity, analytics or AI infrastructure providers to deliver CORE. GutIQ does not warrant that third-party systems will be uninterrupted, error-free or permanently available.

5. EMERGENCIES AND RED-FLAG SYMPTOMS

5.1 Not an emergency service

CORE, Cerebra, WhatsApp, email, platform messaging and scheduled consultations are not emergency services and must not be used in place of emergency medical care.

5.2 Immediate local care

The Client must contact local emergency services or attend an appropriate medical facility immediately where the Client experiences symptoms including severe or escalating pain, difficulty breathing, chest pain, fainting, confusion, significant bleeding, suspected obstruction, severe dehydration, signs of stroke, suicidal thoughts, serious allergic reaction, uncontrolled fever or any other potentially urgent condition.

5.3 No duty to continuously monitor

GutIQ has no obligation to continuously monitor Client Data, AI conversations, daily logs, uploaded reports or account activity for emergencies.

5.4 Failure to seek care

GutIQ shall not be responsible for harm arising from the Client’s delay or failure to obtain timely local medical assessment after experiencing or being advised of a potentially urgent symptom.

6. CLIENT ELIGIBILITY AND RESPONSIBILITIES

6.1 Age and capacity

Unless GutIQ operates a separately approved guardian-consent pathway, the Client must be at least eighteen years old and legally capable of entering into this Agreement.

6.2 Accurate and complete information

The Client must provide accurate, current and complete information concerning:

(a) identity and contact details;

(b) diagnoses, symptoms and medical history;

(d) supplements and allergies;

(e) pregnancy or breastfeeding;

(f) surgeries and hospitalisations;

(g) laboratory tests and medical reports; and

(h) any material change occurring during the Program.

6.3 Consequences of inaccurate information

GutIQ, the Clinical Team and Cerebra rely on Client Data. GutIQ is not responsible for any unsuitable output, delayed escalation, missed risk, incorrect recommendation or other consequence caused or contributed to by inaccurate, incomplete, altered, outdated or misleading information supplied by the Client.

6.4 Duty to update

The Client must promptly report any material change in symptoms, diagnosis, pregnancy status, medication, allergy, hospitalisation or medical treatment.

6.5 Implementation

The Client is responsible for deciding whether and how to implement any recommendation, subject to appropriate medical advice. The Client must discontinue an intervention and seek professional advice if it causes a concerning reaction or material deterioration.

6.6 Account security

The Client must:

(a) keep passwords, verification codes and access credentials confidential;

(b) use only the Client’s own account;

(d) promptly notify GutIQ of suspected compromise; and

(e) remain responsible for activity conducted through the Client’s account unless caused solely by GutIQ’s breach.

6.7 Personal use only

CORE is licensed solely for the Client’s personal use. The Client must not allow family members, patients, customers, employees or other third parties to obtain advice or services through the Client’s account.

7. PROHIBITED USE, FRAUD AND PLATFORM ABUSE

The Client shall not, directly or indirectly:

(a) submit false identity, health, payment or eligibility information;

(b) impersonate another person or create an account for an undisclosed third party;

(d) use stolen payment instruments or initiate a dishonest payment dispute;

(e) share, resell, sublicense or commercially exploit account access;

(f) scrape, crawl, copy, harvest or systematically extract platform content or outputs;

(g) reverse engineer, decompile, disassemble or attempt to discover source code, models, prompts, system instructions, weights, rules, scoring logic or proprietary architecture;

(h) use prompt injection, adversarial prompts, automated querying or security testing without written authorisation;

(i) use GutIQ outputs to train, fine-tune, benchmark, replicate or develop a competing model, product, service, dataset or assessment;

(j) evade usage limits, access controls, verification requirements or technical safeguards;

(k) introduce malware, malicious code or harmful material;

(l) interfere with the platform, another user or GutIQ’s security systems;

(m) use CORE to provide unlicensed medical, nutritional or healthcare services to others;

(n) submit content that infringes privacy, confidentiality, copyright or other third-party rights; or

(o) use the Services unlawfully, deceptively, abusively or in a manner reasonably likely to create risk for GutIQ, the Clinical Team or another person.

GutIQ may investigate suspected misuse, preserve relevant records, restrict functionality and cooperate with payment providers, regulators, law-enforcement agencies or other competent authorities where legally permitted or required.

8. CONSULTATIONS, SCHEDULING AND PROGRAM EXPIRY

8.1 Scheduling

The Client is responsible for booking and attending consultations within the applicable Program period.

8.2 Rescheduling

At least [24/48] hours’ prior notice is required to reschedule a consultation. A consultation cancelled late or missed without sufficient notice may be treated as used.

8.3 Late attendance

A consultation will ordinarily end at its scheduled time notwithstanding the Client’s late arrival. Material lateness may result in the consultation being treated as missed.

8.4 Expiry

All consultations, reports, allowances and benefits must be used during the twelve-month Program period. Unused benefits expire and are not refundable, transferable or carried forward unless GutIQ agrees otherwise in writing.

8.5 Usage allowances

AI chats, deep analyses, agent runs, file uploads or other digital features may be subject to monthly, annual, technical or fair-use limits stated in the Order Form or platform.

Unused monthly allowances do not roll over. GutIQ may impose reasonable rate limits or temporary restrictions to protect system integrity and equitable access.

8.6 Availability

Although GutIQ aims to maintain reliable access, the Services may be unavailable due to maintenance, upgrades, cybersecurity events, third-party failures, internet interruptions, force majeure or other circumstances outside GutIQ’s reasonable control.

9. FEES, PAYMENT AND REFUNDS

9.1 Fees

The Client shall pay the Fees stated in the Order Form. Unless expressly stated otherwise, the Fees are payable in advance.

9.2 Annual Program

CORE is an annual Program. Payment does not purchase a guaranteed volume of medical treatment or outcome; it purchases access to the specified Services during the Program term.

9.3 Non-refundable Fees

To the maximum extent permitted by applicable law, Fees are non-refundable once the Program is activated, including where the Client:

(a) changes their mind or circumstances;

(b) does not complete onboarding;

(d) discontinues participation;

(e) is dissatisfied with progress or outcome;

(f) becomes unavailable due to travel, work, illness or personal circumstances;

(g) is advised to seek external or more intensive care; or

(h) has access suspended or terminated for breach, fraud, abuse or misconduct.

9.4 Mandatory consumer rights

Nothing in this Agreement excludes any refund, cancellation or consumer right that cannot lawfully be excluded.

9.5 Taxes and transaction charges

The Client is responsible for applicable taxes, bank charges, foreign-exchange fees and payment-provider charges unless expressly included.

9.6 Instalments

Where instalments are permitted, the Client remains liable for the full contracted Fee. Discontinuing participation does not cancel unpaid instalments unless GutIQ agrees otherwise or mandatory law requires it.

9.7 Chargebacks

The Client must contact GutIQ and attempt in good faith to resolve a billing issue before initiating a chargeback.

Where a chargeback is fraudulent, dishonest or inconsistent with this Agreement, GutIQ may suspend access and recover the unpaid amount, payment-provider penalties and reasonable recovery costs to the extent permitted by law.

10. DATA PRIVACY AND AI PROCESSING

10.1 Privacy commitment

GutIQ shall take reasonable organisational, administrative and technical measures to protect Client Data and shall process it in accordance with applicable data-protection law and GutIQ’s Privacy Notice.

10.2 Purposes of processing

Client Data may be processed to:

(a) create and administer the Client’s account;

(b) conduct assessments and generate reports;

(d) provide clinical and administrative services;

(e) maintain longitudinal records and progress tracking;

(f) identify potential safety or escalation concerns;

(g) process payments and prevent fraud;

(h) maintain security and platform integrity;

(i) comply with legal, regulatory, insurance and record-keeping obligations; and

(j) improve GutIQ’s services as described below.

10.3 AI processing disclosure

The Client understands that relevant Client Data may be processed by automated systems to classify patterns, generate analyses, produce reports, retrieve contextual information, formulate responses, summarise records and support possible escalation.

10.4 Authorised service providers

GutIQ may disclose or make Client Data accessible to authorised personnel and service providers where reasonably necessary to operate CORE, including hosting, cloud, communications, payment, cybersecurity, record-management and AI infrastructure providers.

Such access does not constitute a sale of Client Data. GutIQ will require appropriate contractual or technical safeguards where legally required.

10.5 Cross-border processing

Because CORE is delivered internationally, Client Data may be processed or stored in jurisdictions outside the Client’s place of residence. GutIQ will implement legally required safeguards for such transfers.

10.6 De-identified and aggregated information

GutIQ may create and use information that has been aggregated or de-identified so that it does not reasonably identify the Client, for:

(a) quality assurance;

(b) safety monitoring;

(d) algorithm and model improvement;

(e) protocol refinement;

(f) statistical analysis;

(g) research and product development; and

(h) understanding outcomes and service performance.

GutIQ shall not attempt to re-identify such information except where required for security, validation or legal compliance.

10.7 No sale of personal health information

GutIQ will not sell identifiable personal health information to advertisers or data brokers.

10.8 Retention and deletion

GutIQ may retain Client Data for as long as reasonably necessary to provide the Services and satisfy clinical, contractual, legal, accounting, fraud-prevention, dispute-resolution, security and regulatory obligations.

A deletion request will be handled in accordance with applicable law and the Privacy Notice. Deletion may not be immediate or absolute where retention is legally permitted or required, or where information has been irreversibly de-identified.

10.9 Security limitations

No electronic system is completely secure. GutIQ does not warrant that unauthorised access, loss, corruption, cyberattack or technical failure can never occur.

11. CLIENT UPLOADS AND THIRD-PARTY RIGHTS

11.1 Client ownership

As between the Parties, the Client retains ownership of original Client Data supplied by the Client.

11.2 Processing licence

The Client grants GutIQ and its authorised service providers a limited, worldwide, non-exclusive licence to host, copy, process, analyse, transform, transmit and display Client Data only as reasonably necessary to deliver, secure, improve and administer the Services and exercise GutIQ’s rights under this Agreement.

11.3 Authority to upload

The Client represents that:

(a) the Client has the right to provide every uploaded document, image, recording or dataset;

(b) the upload does not unlawfully disclose another person’s confidential information;

(d) the content does not infringe intellectual-property, privacy or other rights.

11.4 Third-party records

Where the Client uploads another person’s records, including a child’s or dependent’s records, GutIQ may require proof of lawful authority and may remove or refuse the materials.

12. INTELLECTUAL PROPERTY

12.1 GutIQ ownership

GutIQ and its licensors retain all rights in:

(a) the GutIQ name and trademarks;

(b) CORE and Cerebra;

(d) assessments, scoring systems, classifications and algorithms;

(e) prompts, workflows, models, databases and architecture;

(f) Program Materials;

(g) report formats and templates;

(h) software, designs, interfaces and documentation; and

(i) all improvements, derivatives and know-how relating to them.

12.2 Personal-use licence

Subject to payment and compliance with this Agreement, GutIQ grants the Client a limited, revocable, non-exclusive, non-transferable licence to access and use CORE and Program Materials for personal, non-commercial purposes during the Program.

12.3 Personal reports

The Client may download and share the Client’s own completed reports with the Client’s healthcare providers and immediate caregivers for personal care purposes.

The underlying framework, wording, scoring methodology, design, software and other GutIQ intellectual property remain owned by GutIQ.

12.4 Restrictions

The Client may not publish, sell, license, distribute, teach from, reproduce at scale, modify for commercial use or incorporate Program Materials into another product or service without written permission.

12.5 Feedback

Where the Client voluntarily provides product suggestions or general platform feedback, GutIQ may use that feedback to improve its services without payment or attribution, provided this does not grant GutIQ unrestricted rights over the Client’s identifiable health information or testimonial.

13. TESTIMONIALS AND PUBLICITY

13.1 Separate application

Any testimonial, feedback-video or publicity rights shall be governed by the testimonial provision stated in the applicable Order Form, separate consent or written amendment.

13.2 No implied medical disclosure

GutIQ shall not publicly disclose the Client’s identifiable health records merely because the Client has enrolled in CORE.

13.3 Controlled use

Where the Client has authorised testimonial use, GutIQ may make reasonable edits for length, subtitles, clarity, design or excerpting, but shall not materially misrepresent the Client’s words or outcome.

13.4 Paid campaigns

Any limitation or separate approval requirement relating to paid advertisements, boosted posts, sponsored campaigns, collaborations or third-party endorsements shall be as stated in the applicable testimonial consent or amendment.

14. PROFESSIONAL CONDUCT AND COMMUNICATION

14.1 Respectful conduct

The Client shall communicate respectfully with GutIQ’s doctors, practitioners, employees, contractors and support personnel.

14.2 Prohibited conduct

GutIQ may immediately restrict, suspend or terminate Services where the Client engages in threatening, harassing, abusive, discriminatory, sexually inappropriate, coercive, defamatory, fraudulent or persistently rude or disrespectful conduct.

14.3 No refund following misconduct

Where Services are suspended or terminated under Clause 14.2, the Client shall not be entitled to a refund, transfer, extension or credit, except where mandatory law requires otherwise.

14.4 Recording

The Client shall not record, transcribe, photograph or reproduce a consultation without prior written consent. GutIQ may record specified consultations or interactions only after providing applicable notice or obtaining consent as required by law.

15. SUSPENSION AND TERMINATION

15.1 Termination by the Client

The Client may stop using CORE at any time. Unless mandatory law requires otherwise, voluntary discontinuation does not entitle the Client to a refund or cancellation of outstanding contracted instalments.

15.2 Suspension or termination by GutIQ

GutIQ may suspend or terminate access where:

(a) payment is overdue;

(b) the Client breaches this Agreement;

(d) the Client misuses AI or platform features;

(e) the Client engages in prohibited conduct;

(f) GutIQ reasonably considers continued participation clinically inappropriate or unsafe;

(g) legal or regulatory restrictions prevent continuation; or

(h) a third-party service or technology necessary for delivery becomes unavailable.

15.3 Investigation

GutIQ may impose a temporary restriction while investigating suspected misuse, fraud, security risk or clinical-safety concern.

15.4 Effect of termination

Following termination:

(a) access to CORE and unused benefits will cease;

(b) licences granted to the Client will end;

(d) GutIQ may retain information in accordance with Clause 10; and

(e) clauses intended by their nature to survive will remain effective.

16. DISCLAIMERS

16.1 As available

Digital and AI-enabled components are provided on an “as available” basis, subject to applicable non-waivable rights.

16.2 No uninterrupted operation

GutIQ does not warrant uninterrupted availability, error-free operation, compatibility with every device or that every feature will remain available throughout the Program.

16.3 External products and services

GutIQ is not responsible for the quality, availability, legality or effects of third-party laboratories, supplements, pharmacies, foods, devices, applications, payment providers or external healthcare services.

16.4 Information sources

Scientific understanding and clinical guidance evolve. Citations, reference materials and AI outputs may become outdated or may be interpreted differently by qualified professionals.

17. LIMITATION OF LIABILITY

17.1 Excluded losses

To the maximum extent permitted by applicable law, GutIQ and its affiliates, directors, officers, practitioners, employees, contractors, licensors and service providers shall not be liable for indirect, incidental, consequential, exemplary, punitive or special loss, or loss of profit, revenue, opportunity, reputation, goodwill or data.

17.2 Specific exclusions

Without limiting Clause 17.1, GutIQ shall not be liable to the extent a loss arises from:

(a) inaccurate, incomplete or delayed Client Data;

(b) reliance on AI without appropriate human or medical verification;

(d) unauthorised medication changes;

(e) account sharing or compromised credentials;

(f) third-party services, products or infrastructure;

(g) use of CORE contrary to this Agreement;

(h) events outside GutIQ’s reasonable control; or

(i) a Client’s failure to follow express safety guidance.

17.3 Liability cap

To the maximum extent permitted by law, GutIQ’s total aggregate liability arising out of or connected with CORE or this Agreement shall not exceed the Fees actually paid by the Client for CORE during the twelve months preceding the event giving rise to the claim.

17.4 Non-excludable liability

Nothing in this Agreement excludes liability that cannot lawfully be excluded, including liability arising from fraud or wilful misconduct where exclusion is prohibited.

18. CLIENT INDEMNITY

To the maximum extent permitted by law, the Client shall indemnify GutIQ against third-party claims, losses, liabilities and reasonable costs arising from:

(a) fraudulent, unlawful or prohibited use;

(b) infringement caused by Client uploads;

(d) provision of services or advice to third parties using GutIQ materials or outputs;

(e) material breach of this Agreement; or

(f) deliberate submission of false or manipulated information.

This indemnity does not apply to the extent a loss was caused by GutIQ’s own fraud, wilful misconduct or other liability that cannot be excluded.

19. CHANGES TO CORE AND THIS AGREEMENT

19.1 Service changes

GutIQ may make reasonable changes to features, clinicians, models, workflows, usage limits and modes of delivery for safety, legal, technical, clinical or operational reasons.

19.2 Material reduction

If GutIQ permanently removes a material paid feature without providing a reasonably comparable substitute, GutIQ will determine an appropriate remedy in accordance with applicable law.

19.3 Agreement updates

GutIQ may update platform-wide terms and policies from time to time. Material changes affecting an active Client will be notified through email, account notification or another reasonable method.

Changes will not retroactively remove accrued rights or impose materially new payment obligations without the Client’s agreement, except where required by law.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 Governing law

This Agreement shall be governed by the federal laws of the United Arab Emirates and the laws applicable in the Emirate of Dubai, without regard to conflict-of-law principles.

Mandatory consumer, healthcare or data-protection laws applicable to the Client or the location from which a regulated professional service is delivered shall continue to apply to the extent they cannot lawfully be excluded.

20.2 Good-faith resolution

Before commencing formal proceedings, the Parties shall attempt in good faith to resolve a dispute through written discussions for at least thirty days after one Party gives the other written notice describing the dispute.

20.3 Arbitration

Any dispute, controversy or claim arising out of or connected with this Agreement, including its existence, validity, interpretation, performance, breach or termination, that is not resolved under Clause 20.2 shall be finally resolved by arbitration.

The arbitration shall:

(a) be conducted by one arbitrator;

(b) have its legal seat in Dubai, United Arab Emirates;

(d) be administered under the rules of [DIAC] in force when arbitration is commenced.

The arbitral award shall be final and binding.

20.4 Interim relief

Either Party may seek urgent interim or conservatory relief from a court of competent jurisdiction without waiving the arbitration agreement.

20.5 Consumer rights

This Clause does not deprive a consumer of access to a regulator, consumer-protection authority or court where that right cannot lawfully be waived.

21. GENERAL TERMS

21.1 Entire agreement

This Agreement, the Order Form, Privacy Notice and any expressly incorporated consent or policy constitute the entire agreement relating to CORE.

If there is a conflict, the following order applies:

(a) a signed client-specific amendment;

(b) the Order Form;

(d) incorporated platform policies.

21.2 Assignment

The Client may not assign this Agreement without GutIQ’s written consent. GutIQ may assign it to an affiliate, successor or purchaser of the relevant business, subject to applicable privacy and consumer laws.

21.3 Subcontractors

GutIQ may use employees, contractors, clinicians, technology providers and other subcontractors to perform the Services while remaining responsible to the extent required by applicable law.

21.4 Force majeure

GutIQ shall not be liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, government action, internet or cloud outage, cyberattack, labour disruption or failure of critical suppliers.

21.5 Severability

If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in effect.

21.6 No waiver

A failure or delay in exercising a right is not a waiver.

21.7 Notices

Contractual notices shall be sent to the email address associated with the Client’s account and to GutIQ at [legal-notices email].

21.8 Electronic acceptance

Electronic signatures, checkbox acceptance, clickwrap acceptance and other legally recognised electronic methods may be used to execute this Agreement.

21.9 Language

This Agreement is executed in English. Any translation is provided for convenience. To the extent legally permitted, the English version shall govern in the event of inconsistency.

22. CLIENT ACKNOWLEDGEMENTS

The Client confirms that:

(a) CORE combines limited human clinical checkpoints with AI-enabled continuity;

(b) Cerebra is not a doctor, emergency service or substitute for professional medical judgement;

(d) human review and escalation are not continuous and are not guaranteed within a particular response time;

(e) the Client must seek local emergency or professional care where appropriate;

(f) outcomes are not guaranteed;

(g) accurate and complete Client Data is essential to safe and useful guidance;

(h) the Program has defined consultations, duration and usage limits;

(i) the Client has reviewed the Fees and refund terms; and

(j) the Client has had an opportunity to seek independent legal and medical advice before accepting this Agreement.

23. SIGNATURES

For and on behalf of GutIQ FZ LLC

Name: ______________________________

Title: _______________________________

Signature: __________________________

Date: _______________________________

Client

Full name: __________________________

Email: ______________________________

Address/Country: ____________________

Signature: __________________________

Date: _______________________________

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