Corporate Policy & Governance Manual

Effective Date: January 15, 2026
Last Revised: February 20, 2026

VIVIRION SOLUTIONS INC.
CORPORATE POLICY & GOVERNANCE MANUAL

This Corporate Policy & Governance Manual ("Policy") establishes the operational, compliance, and governance framework of Vivirion Solutions Inc. ("Vivirion," "Company"). This Policy applies to all directors, officers, employees, independent contractors engaged by the Company, platform users, and third-party service providers interacting with the Company.

This Policy supplements, but does not replace, any employment agreement, independent contractor agreement, shareholder agreement, enterprise agreement, or other legally binding instrument.

1 Corporate Purpose and Platform Structure

Vivirion is a healthcare technology company operating a digital marketplace and care coordination platform that enables independent service providers ("Service Providers") and individuals, families, or organizations seeking services ("Clients") to connect.

Vivirion is a technology intermediary and does not provide medical care, clinical services, nursing services, or treatment. Unless explicitly stated in a separate written agreement, Vivirion is not:

A healthcare provider
A staffing agency
An employer of Service Providers
An insurer
A home care agency

2 Independent Contractor Framework

a. Independent Contractor Status

All Service Providers offering services through the Vivirion platform are independent contractors and not employees, agents, partners, joint venturers, or representatives of Vivirion.
Vivirion does not hire, employ, supervise, or direct Service Providers; control how services are performed; set work schedules; provide tools or equipment (unless expressly agreed in writing); or withhold taxes on behalf of Service Providers.
Service Providers are solely responsible for determining how services are delivered, setting their availability, complying with professional standards, maintaining required licenses and certifications, paying applicable taxes, and obtaining required insurance.
Nothing in this Policy shall be construed to create an employment, joint venture, franchise, or agency relationship between Vivirion and any Service Provider.

b. No Control Over Services

Vivirion does not control, monitor, or supervise the professional judgment, clinical decisions, or service methods of independent Service Providers.
Any advice, recommendations, treatment plans, or professional opinions provided by Service Providers are based solely on their individual training, licensure, and professional experience and are not endorsed, reviewed, supervised, or guaranteed by Vivirion.

c. Payment Facilitation

Vivirion may facilitate payments between Clients and Service Providers for administrative convenience.
Vivirion is not a party to service agreements between users, does not guarantee payment amounts negotiated between users, is not responsible for service performance, and is not legally liable for disputes regarding payment, quality, or outcomes.
All service arrangements are entered into directly between Clients and Service Providers.

3 Governance and Fiduciary Duties

Directors and officers shall act in good faith and in the best interests of the Company, exercising reasonable care, diligence, and skill.
Board governance shall align with applicable corporate statutes and shareholder agreements.

4 Code of Ethical Conduct

Conduct business with honesty and integrity
Comply with applicable laws
Avoid misrepresentation
Refrain from harassment, discrimination, or unlawful conduct

Violations may result in suspension, termination, or legal action.

5 Regulatory Compliance

Vivirion maintains compliance with applicable U.S. federal and state laws, Canadian federal and provincial laws (where applicable), HIPAA (where applicable), PHIPA (Ontario, where applicable), consumer protection laws, and data protection and cybersecurity regulations.
Not all services offered on the platform are subject to HIPAA or PHIPA protections. Users are responsible for determining regulatory obligations applicable to their specific circumstances.

6 Background Screening and Verification Disclaimer

Vivirion may offer identity verification, license confirmation, or background screening services through third-party vendors.
Such screenings are limited in scope, may not reflect complete criminal or professional history, may not be updated in real time, and vary by jurisdiction.
Vivirion does not independently verify screening accuracy and makes no guarantees regarding safety, suitability, or fitness.
Users are solely responsible for conducting their own due diligence.

7 Insurance Disclaimer

Vivirion does not provide professional liability insurance, malpractice insurance, workers’ compensation coverage, or general liability insurance.
Service Providers are solely responsible for maintaining appropriate insurance coverage.
Vivirion does not guarantee that any provider carries insurance, even if stated on a profile.

8 Confidentiality and Data Protection

Vivirion implements administrative, technical, and physical safeguards to protect personal and health-related information.
No system is fully secure. Users acknowledge and accept inherent cybersecurity risks.
Confidential information must not be disclosed without authorization.

9 Intellectual Property

All intellectual property developed or owned by Vivirion remains the exclusive property of the Company.
Unauthorized reproduction, modification, or distribution is prohibited.

10 Non-Circumvention

Clients and Service Providers introduced through the platform agree not to intentionally circumvent Vivirion to avoid platform fees for twelve (12) months following initial introduction, unless otherwise agreed in writing.
Violation may result in account suspension, fee recovery, or legal action.

11 Enterprise Clients

Enterprise Clients may enter into supplemental agreements governing data protection standards, payment structures, and compliance requirements.
Unless explicitly stated otherwise, Vivirion does not assume employer responsibilities for professionals engaged through the platform.
Enterprise Clients are responsible for employment classification and regulatory compliance.

12 Limitation of Liability

To the fullest extent permitted by law, Vivirion’s liability is limited to direct damages and excludes indirect, incidental, punitive, and consequential damages.
The Company’s maximum liability shall not exceed the greater of $1 CAD (or USD equivalent), or the amount paid to Vivirion for the specific service giving rise to the claim.

13 Indemnification

Users agree to indemnify, defend, and hold harmless Vivirion, its officers, directors, employees, affiliates, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of their use of the platform, their service arrangements, regulatory violations, misrepresentation, professional negligence, or employment classification disputes.

14 Release of Claims

Users release Vivirion from claims arising out of disputes between Clients and Service Providers, including those related to service quality, payment, professional conduct, injury, or damages.
Users assume all risks associated with engaging independent contractors.