2025-04-16_skoyanagi_Lifeguard Pre-Care Agreement February 2025.docx

Care Agreement – Lifeguard Pro

Client Name [Account.Name]

TheKey is partnering with Lifeguard Health, Inc. (collectively, “TheKey”) to provide home monitoring services, pre-home care and wellness services. This Care Agreement (“Agreement”) is entered into on [effective date] (the “Effective Date”) between Client (directly or through Client’s Authorized Agent) and Lifeguard.

Lifeguard Pro

Wi-Fi Monitoring and Fall Detection: Home monitoring services will involve the use of remote monitoring services, including an in-home system of discrete smart sensors powered by artificial intelligence (“AI”) monitoring that gather your activities of daily living (“ADL”) data 24/7 (“Lookout System”) and transfer such data into wellness insights. The Lookout System shall include the use of Wi-Fi sensors placed throughout your residence. In addition, we offer fall detection monitoring powered by mmWAVE radar technology.

Pre-Home Care and Wellness Plan.

We will assign a local Client Success Manager to partner with you to develop a personalized pre-home care and wellness plan (“Wellness Plan”), share insights with you gathered from the Lookout System, perform routine check-ins, and assist you in navigating various health and wellness services.

Services will be completed in accordance with the agreed-upon Wellness Plan, which is incorporated by reference into this Agreement and set forth in detail in Attachment A.

Equipment. TheKey shall provide and install all necessary equipment in your residence to ensure TheKey’s Lookout System is fully operational. All TheKey property placed in your residence remains TheKey property. Any damage to such property, property removed from your residence without authorization, or lost property will be your responsibility and billed to you at the replacement cost.

Information and Updates. You agree to provide us with all pertinent information necessary to participate in Lifeguard Pro.

Billing Rates for Lifeguard Pro:

WiFi Sensor Monthly Subscription Fee: $299/month

WiFi Sensor and Fall Detection Subscription Fee: $499/month

Client understands the Billing Rates are subject to change. TheKey will notify Client in writing prior to any rate change.  Client’s acceptance of services after the effective date of the changed rate constitutes acceptance of the changed rate.

Invoices and Payment Authorization. Invoices are sent monthly and are due upon receipt. If you start services mid-month you will not be billed until the first of the following month. We accept payment by pre-authorized bank debit or e-transfer only. A credit card may be requested as backup. Non-Payment in excess of thirty (30) days will be considered late and may be subject to interest charges of 1.5% per month on unpaid amounts and collection/attorney fees, at our discretion. Any payments made by you will be applied first to any accrued interest owing, and then to the principal unpaid balance.

Fall Risk Disclaimer. Clients of advanced age and/or conditions that cause physical instability or mental confusion are at elevated risk for falls. Fall detection technology is not 100% accurate and may not detect all falls, particularly soft or gradual falls or when a sensor is obstructed. TheKey is not liable for any harm caused by the failure of the fall detection technology and you assume all risk related to the use of the fall detection technology.

NOT HEALTHCARE DISCLAIMER. CLIENT ACKNOWLEDGES AND AGREES THAT THEKEY IS NOT A HEALTHCARE PROVIDER AND WILL NOT PROVIDE ANY MEDICAL OR HEALTHCARE-RELATED SERVICES TO CLIENT DURING THE TERM OF CARE AGREEMENT.

Term and Termination.  The term of this Agreement will begin on the Effective Date and continue for a period of one year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one-year periods (each, a “Renewal Term”) unless either party provides the other party with prior written notice of its intention not to renew. Either party may terminate this Agreement for any reason upon 30 days written notice to the other party. In the event of termination, Company shall have no further obligations under the Agreement and shall be permitted by Client to enter the Client’s residence to remove any Company-owned equipment.

Collected Data. You hereby authorize TheKey to collect data regarding your ADL’s from the Lookout System within your residence for the purpose of translating such data into wellness insights and in accordance with the Privacy Notice, which is incorporated by reference into this Addendum and set forth in detail in Attachment B. You agree that TheKey shall be the sole owner of any and all such data collected. You further agree that TheKey shall be permitted to utilize a third party of TheKey’s choosing to collect and translate such data for purposes consistent with this Addendum.

Indemnification and Limitation of Liability.  In recognition of the relative risks and benefits of services provided by TheKey, Client to the fullest extent permitted under applicable law to indemnify, defend, and hold harmless TheKey and its owners, officers, directors, members, employees, agents, successors, affiliated entities and assigns from and against any and all causes of action, obligations, losses, liabilities, penalties, claims, damages, actions, suits, proceedings, settlements, judgments, and costs and expenses (including reasonable attorneys’ fees) arising out of, or in connection with, services rendered by TheKey to Client, unless otherwise prohibited by law, except to the extent any such claim is caused by TheKey’s gross negligence or willful misconduct.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ADDITIONAL WARRANTIES. WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY. OUR AGGREGATE LIABILITY FOR DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER BASIS SHALL NOT EXCEED THE AMOUNT PAID BY YOU DURING THE PRECEDING THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

This section shall survive termination of the Care Agreement.

Entire Agreement; Amendments; Notice: This Agreement, which includes the Care Agreement and any attachments, constitute the entire agreement between you and us with respect to the subject matter hereof and supersedes all other prior agreements and understandings between us. This Care Agreement shall be governed and construed in accordance with the laws of the province where you receive Services. We may amend this Agreement at any time by providing written notice to you, and such amendment shall take effect as of the effective date stated in any such notice, without requiring your signature.  You agree to provide us with contact information for notices from us to you related to this Agreement and the Services, and you agree that if we contact you using the contact information you provide, that we have given you sufficient notice under this Agreement of any amendments or other changes, and that you cannot challenge the notice or any changes addressed by such notice (including without limitation updates to Billing Rates).

Client or Authorized Agent have read and fully understand the contents of this Agreement and agree to the terms.

Attachment A

WELLNESS PLAN

The Parties agree that TheKey, through its employees and agents, shall provide the following services:

[Insert individualized Wellness Plan]

Attachment B

Privacy Notice

TheKey is partnering with Lifeguard Health, Inc. (collectively, “TheKey,” “we,” “us,” or “our”) to provide non-medical, pre-home care and wellness support services (“Lifeguard Pro”) and this Privacy Notice applies to clients and personnel voluntarily participating in Lifeguard Pro.

This Privacy Notice describes the processing of Personal Information (defined below) that is provided, collected, or disclosed in the course of participating in the Lifeguard Pro (“Services”) and on any websites, applications, social media pages, or other platforms that may link to this Privacy Notice. It also describes rights you may have under applicable laws.

Personal Information We Collect

We may collect a range of Personal Information. “Personal Information” means information that uniquely identifies, relates to, describes, or is reasonably capable of being associated with or linked to you.

The types of Personal Information we collect may include:

Contact Information –This may include your name, address, email address, and phone number.

Demographic Information – This may include your age, sex, gender, disability, marital status, veteran status, race, and ethnicity.

Commercial Information – This includes information about purchases, information about subscriptions, Services you have shown interest in, and other commercial information.

Device Information – This may consist of information from devices you connect to or use with the Services, including your mobile device, connected devices, and wired and wireless sensors. The information we receive from these devices may include IP addresses, unique device identifiers, sensor and activity information, motion activity, battery status, and WiFi network information.

Usage Information – When you use our website, our servers may automatically record information, including your Internet Protocol address (IP Address), geolocation of your device, browser type, referring URLs (e.g., the website you visited before coming to our website), domain names associated with your internet service provider, or other information regarding your interaction with our website.

Geolocation Information – This may include information from the devices you connect to or use with our Services, including your mobile device, connected devices, and wired and wireless sensors, such as through the use of geolocation features in the devices, or by inference from other information we collect (for example, your IP address may indicate the general geographic region our TheKey-specific sensor may indicate you are at home).

Electronicor Other Sensory Information –   This may include motions captured by TheKey products and devices installed in or around your home or property. This also includes photographs which may be collected for our internal reporting.

Communication Information – We may collect the contents of your communications with us, whether via e-mail,  social media, telephone or otherwise, and inferences we may make from other Personal Information we collect. Where permitted by applicable law, we may collect and maintain records of calls with our agents, representatives, or employees.

Inferences – This includes information that we have drawn from the Personal Information we collect about you, such as your preferences or health or wellness status.

How We Collect Personal Information

Directly From You – We collect Personal Information that you provide to us, for example, if you choose to contact us or request or purchase Services or information from us.

Through our Services – We collect Personal Information from our products, such as when you activate or install a product, use a product, when a product detects an event or activity, or when you contact us through a product.

From Third Parties – We may collect Personal Information from third parties, including business partners, subcontractors, advertising networks, analytics providers, and search information providers, who may provide us with Personal Information about you. Additionally, there may be third parties that connect to the Services, and such third parties will send Personal Information regarding your use of the Services.

Through Online Tracking Technologies – We use cookies and similar technologies such as pixels and web beacons to collect Personal Information related to online activities.  For additional information regarding our use of these technologies, see the Cookies and Tracking Technologies section below.

How We Use Personal Information

To the extent permitted by applicable law, we use Personal Information:

To provide and personalize our Services, such as processing or fulfilling orders and transactions, providing our Services, processing payments, providing customer service, maintaining or servicing accounts, verifying customer information, creating and maintaining business records, verifying eligibility, and undertaking or providing similar services.

For internal research and development, such as testing and verifying the quality of our Services, improving the quality of our Services, and creating new Services.

For marketing, such as sending information about our Services or those of our affiliates, business partners, or other third parties. This may include using your information to send you notices, newsletters, surveys, promotions, or news about events.

For communicating with you, including through our service providers, such as responding to your questions and comments, confirming alerts and alarms received from your connected products, and notifying you of updates to our Services.

For legal, security, or safety reasons, such as protecting our and our users’ safety, property, or rights; complying with legal requirements; enforcing our terms, conditions, and policies; detecting, preventing, and responding to security incidents; and protecting against malicious, deceptive, fraudulent, or illegal activity.

As part of a corporate transaction, such as in connection with the sale of part or all of our assets or business, the acquisition of part or all of another business or another business’ assets, or another corporate transaction, including bankruptcy.

We may also use anonymized, de-identified, or aggregated information for any purpose permitted by law.

How We Disclose Personal Information

We may disclose your Personal Information in the following circumstances:

Service Providers – We disclose your Personal Information to third party service providers as necessary to enable them to support our Services or other aspects of our business.

Legal Obligation or Safety Reasons – When we have a good faith belief that access, use, preservation or disclosure of Personal Information is reasonably necessary to (a) satisfy or comply with any requirement of law, regulation, legal process, or enforceable governmental request, (b) enforce or investigate a potential violation of any agreement you have with us, (c) detect, prevent, or otherwise respond to fraud, security or technical concerns, (d) support auditing and compliance functions, or (e) protect the rights, property, or safety of TheKey, its users, or the public against harm.

Merger or Change of Control – If we are involved in a merger, acquisition, or any other transaction involving a change of control in our business, including, but not limited to, a bankruptcy or similar proceeding, Personal Information may be transferred along with the business. Where legally required, we will give you prior notice prior to such a transfer.

When Consent Has Been Received – With your consent, we may disclose your Personal Information to third parties , such as to your family, friends, and other individuals you have designated to receive such information to TheKey (“Trusted Circle”) and also to third parties who provide certain health-related services to you, including, among others, your medical provider, a home care organization, or a home health agency in order for them to provide their services to you.

Cookies and Other Tracking Technologies

If you visit our website, TheKey.com or Lifeguardcare.com, we and our service providers may use cookies and similar technologies such as pixels, web beacons, and local storage to collect usage and browser information about how you use our website.  We process the information collected through such technologies, which may include or be combined with Personal Information, to help operate certain features of our website, to enhance your experience through personalization, and to help us better understand the features of our website that you and other users are most interested in.

We use analytics services, including Google Analytics, to assist us with analyzing our website traffic. These services utilize cookies and other technologies that collect your Personal Information.  To learn more about how Google uses data, visit Google’s Privacy Policy and Google’s page on “How Google uses data when you use our partners’ websites or apps.” You may download the Google Analytics Opt-out Browser Add-on for each web browser you use, but this does not prevent the use of other analytics tools. To learn more about Google Analytics cookies, visit Google Analytics Cookie Usage on Websites.

How Long Do We Keep Personal Information

We will retain each category of your Personal Information for as long as necessary to fulfill the purposes described in the How We Use Personal Information section above, unless otherwise required by applicable laws. Criteria we will use to determine how long we will retain your Personal Information include whether we need your Personal Information to provide you with our Services you have requested; we continue to have a relationship with you; you have requested information or Services from us; we have a legal right or obligation to continue to retain your Personal Information; we have an obligation to a third party that involves your Personal Information; our retention or recordkeeping policies and obligations dictate that we retain your Personal Information; we have an interest in providing you with Personal Information about our Services; and we have another business purpose for retaining your Personal Information.

How We Protect Personal Information

We use commercially reasonable efforts to protect the confidentiality and security of Personal Information we process. However, despite these efforts to store Personal Information in a secure operating environment, we cannot guarantee the security of Personal Information during its transmission or its storage on our systems.

International Use of Our Services

Our website is hosted in the United States. If you are visiting our website from outside of the United States, please note that by providing your Personal Information, it is being transferred to, stored, collected, or processed in the United States, where our data center and servers are located and operated.

Children’s Privacy

We do not knowingly collect or solicit any Personal Information from children under the age of 13. In the event that we learn that we have collected Personal Information from a child, we will promptly take steps to delete that information. If you are a parent or legal guardian and think your child has given us their Personal Information, you can email us at support@joinlifeguard.com or hcaprivacy@thekey.com, or contact us using the information listed in the Contact Us section below.

Links to Third-Party Websites/Services

We are not responsible for the practices employed by any websites or services linked to or from our Services, including the information or content contained within them. We encourage you to investigate and ask questions before disclosing Personal Information to third parties, since any Personal Information disclosed will be subject to the applicable third party’s privacy notice.

Your Privacy Rights and How to Exercise Them

Depending on where you live, you may have the right to exercise certain controls and choices regarding our collection, use, and disclosure of your Personal Information. If you believe you may have the right to exercise certain controls and choices, please submit a request to support@joinlifeguard.com or hcaprivacy@thekey.com. Please note that we may need to verify your identity before considering a request and that we may deny certain requests, or only fulfill some in part, as permitted or required by law

To opt out of marketing emails, please email us at support@joinlifeguard.com or hcaprivacy@thekey.com or by following the instructions included in the email or text correspondence. Please note that, even if you unsubscribe from certain correspondence, we may still need to contact you with important transactional or administrative information, as permitted by law.  Additionally, if you withdraw your consent or object to processing of your Personal Information, or if you choose not to provide certain Personal Information, we may be unable to provide some or all of our Services to you.

Changes to this Privacy Notice

Please note that we may modify or update this Privacy Notice from time to time, so please review it periodically. We will notify you if material changes are made. Unless otherwise indicated, any changes to this Privacy Notice will apply immediately upon posting to our website.

Contact Us

If you have any questions about our practices or this Privacy Notice, please contact us at support@joinlifeguard.com or hcaprivacy@thekey.com.

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Client or Authorized Agent | ____________________________________
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Self or Relationship to Client