RIVIA BUSINESS MEMBERSHIP AGREEMENT

1.1 "Access Account" means the digital healthcare access account provided to Individual Members, enabling access to healthcare services within Rivia Clinics using their available service balance.

1.2 "Business Member" means the company or organisation that enters into this Agreement to provide Access Accounts to its employees.

1.3 "Individual Members" means the employees of the Business Member (and their eligible dependents where applicable) who are enrolled to receive Access Accounts under this Agreement.

1.4 "Rivia Clinics" means the network of healthcare facilities—both company-owned and independently operated—that utilize Rivia's technology platform, brand standards, and care protocols, as well as referral partners accessible through Rivia's virtual care team.

1.5 "Rivia Platform" means the technology platform, software, and related services operated by Rivia Technologies Ltd to facilitate access to healthcare services through Rivia Clinics.

1.6 "Service Balance" means the available amount of healthcare services an Individual Member can access through their Access Account.

2.1 Rivia Technologies Ltd operates as a technology platform that facilitates access to healthcare services through Rivia Clinics and manages the Access Account program. Rivia Technologies Ltd is not a healthcare provider and does not provide medical services.

2.2 All healthcare services, medical advice, treatment, and related liabilities are the sole responsibility of the individual healthcare facilities and providers (whether institutional or individual practitioners) that comprise Rivia Clinics.

2.3 Access Accounts are digital healthcare access instruments, not health insurance policies. Rivia does not reimburse costs incurred outside Rivia Clinics unless specifically referred by Rivia's virtual care team.

3.1 By entering into this Agreement, the Business Member enrolls its employees as Individual Members and provides them with Access Accounts to access healthcare services within Rivia Clinics.

3.2 Each Access Account provides access to healthcare services using the available Service Balance, subject to the terms and conditions associated with such accounts.

3.3 The Business Member shall provide an accurate and complete list of employees to be enrolled as Individual Members and shall update this list within five (5) working days of any changes, including new hires, terminations, or other employment status changes.

4.1 The initial membership term is twelve (12) months from the activation date, automatically renewing for successive twelve (12) month periods unless terminated by either party with thirty (30) days' written notice prior to the renewal date.

4.2 Membership activation occurs upon receipt and processing of full payment by Rivia.

5.1 Access Accounts provide Individual Members access to healthcare services within their available Service Balance, including:

• Virtual and in-person doctor consultations
• Laboratory tests, diagnostics, and medications
• Hospital admissions and surgical procedures
• Services from Rivia's virtual care team and referral partners

5.2 Individual Members can access any medically necessary services available at Rivia Clinics up to their available Service Balance.

5.3 Current Access Accounts provide unrestricted access to services based on available balance. Legacy accounts may have service limitations until renewal.

5.4 Detailed service information is available at riviaco.com.

6.1 Total fees are calculated based on the Access Account value multiplied by the number of enrolled employees.

6.2 Payment is due within seven (7) days of invoice date via bank transfer or mobile money transfer.

6.3 For mid-term enrollments, pro-rated invoices will be issued for partial-year memberships.

6.4 Failure to make timely payment may result in suspension of services.

7.1 Individual Members can track their available Service Balance through the Rivia Platform.

7.2 Services are accessed using the available balance, and members receive notifications when their balance is running low.

7.3 Business Members may choose to provide additional service balance to employees as needed.

8.1 Rivia shall:

• Manage the Access Account program and related technology platform
• Provide access to Rivia Clinics network and virtual care team
• Maintain unified health records through RiviaOS technology
• Provide real-time usage dashboards for Business Members
• Process payments and manage billing

8.2 Rivia shall use reasonable efforts to ensure continuity of access to healthcare services through Rivia Clinics, subject to the independent operation of healthcare providers.

9.1 The Business Member shall:

• Provide accurate employee enrollment information
• Make timely payments as specified
• Update enrollment information promptly
• Encourage employees to initiate care through Rivia's virtual team or designated Rivia facilities, except in emergency situations
• Comply with all applicable laws and regulations

10.1 Individual Member health information remains confidential and will not be shared with the Business Member, except in de-identified, aggregated form for usage reporting purposes.

10.2 Rivia may use de-identified data for analytics, research and development, and service improvement, in compliance with Ghana's Data Protection Act, 2012 (Act 843).

10.3 Individual Members are subject to Rivia's Privacy Policy available at riviaco.com/legal.

11.1 Rivia Technologies Ltd's liability under this Agreement is limited to the fees paid by the Business Member for the relevant period.

11.2 Rivia Technologies Ltd shall not be liable for:

• Any medical malpractice, negligence, or other acts or omissions by healthcare providers within Rivia Clinics
• Interruption of services due to force majeure events
• Failure of third-party healthcare providers to deliver services
• Any consequential, indirect, or punitive damages

11.3 The Business Member acknowledges that healthcare services are provided by independent healthcare providers and facilities, not by Rivia Technologies Ltd.

12.1 The Business Member agrees to indemnify and hold harmless Rivia Technologies Ltd from any claims, damages, or expenses arising from:

• Breach of this Agreement by the Business Member
• Misuse of Access Accounts by Individual Members
• False or inaccurate information provided by the Business Member

14.1 Either party may terminate this Agreement with thirty (30) days' written notice.

14.2 Upon termination, no refunds will be provided for unused Service Balance or membership periods.

14.3 Termination does not affect accrued rights and obligations of either party.

15.1 Individual Members are subject to Rivia's Terms of Service and Privacy Policy available at riviaco.com/legal.

15.2 This Agreement may be modified only by written agreement signed by both parties.

15.3 If any provision is deemed invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

16.1 This Agreement is governed by the laws of Ghana.

16.2 Any disputes shall first be resolved through good faith negotiations between the parties.

16.3 If negotiations fail, disputes shall be resolved through binding arbitration at the Ghana Arbitration Centre in accordance with its rules.