Automated Care Pilot Terms and Conditions

These Automated Care Pilot Terms and Conditions are entered into by and between Cliniconex Inc. (“ Cliniconex ”) and the Customer named in the Pilot Order Form.

In consideration of the mutual promises and covenants set forth herein the parties agree as follows:

Definitions

As used in this Agreement, the following terms shall have the following meanings:

“ Agreement ” means this Automated Care Pilot Program Terms and Conditions with the terms of the applicable Pilot Order Form.

“ Beta Service ” means the cloud-based automated notification and confirmation solutions for healthcare identified on the applicable Pilot Order Form for which Customer is granted rights of access and use in accordance with this Agreement solely for the purpose of participating in pilot program beta testing and is subject to Customer’s active participation in product requirements building, testing, and providing Cliniconex with Feedback.

“ Cliniconex Technology ” means all of Cliniconex’s proprietary technology used by Cliniconex to provide the Beta Service.

“ Content ” means the audio and visual information, documents, features and functionality made available to Customer in the course of using the Beta Service.

“ Customer Data ” means any data, information, or material provided or submitted by or for Customer or its Users to the Beta Service in the course of using the Beta Service or collected and Processed by or for Customer using the Beta Service.

“ Data Protection Laws ” means all laws and regulations, including laws and regulations of Canada (including the Personal Information Protection and Electronic Documents Act (Canada) and the Canadian Anti-Spam Legislation), applicable to the Processing of Personal Information under the Agreement.

“ Documentation ” means the written or electronic documentation, including user manuals, reference materials, installation manuals and/or release notes, if any, that Cliniconex generally makes available to subscribers to the Beta Service, as the case may be.

“ Intellectual Property Rights ” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Beta Service marks, trade names, domain name rights, mask work rights, moral rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“ Personal Information ” means any information relating to an identified or identifiable natural person as defined under applicable Data Protection Laws, including “Personal Health Information” as defined in Section 2 of the Personal Information Protection and Electronic Documents Act.

“ Pilot Order Form ” means a document executed by Cliniconex and Customer for use of the Beta Service.

“ Processing ” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“ Privacy Policy ” means Cliniconex’s privacy policy located at https://www.cliniconex.com/privacy_policy.

“ User(s) ” means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Beta Service and have been supplied user identifications and passwords by Customer or Cliniconex.

Usage Rights and Restrictions

Right to Use the Beta Service.

Cliniconex hereby grants Customer a limited, non-exclusive, non-transferable, revocable right to use the Beta Service in Canada and the United States during the Term specified in the applicable Pilot Order Form, solely for Customer’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to Customer are reserved by Cliniconex and its licensors.

Restrictions.

Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Beta Service or the Content in any way; (ii) modify or make derivative works based upon the Beta Service or the Content; (iii. create Internet “links” to the Beta Service on any other server or wireless or internet-based device; or (iv) reverse engineer, decompile, decode, decrypt, disassemble, or otherwise attempt to derive source code, techniques, processes, algorithms, know-how or other information from the Beta Service or underlying technology (“ Reverse Engineering ”) for any reason, except to the extent enforcement of the foregoing is prohibited by applicable law in which case Customer may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Beta Service, or as otherwise and to the limited extent permitted by directly applicable law, or (v) access the Beta Service in order to (a) build a competitive product or Beta Service, (b) build a product or Beta Service using similar ideas, features, functions or other Content of the Beta Service, or (c) copy any ideas, features, functions or other Content of the Beta Service.

Additional Restrictions.

Customer may use the Beta Service only for Customer’s internal business purposes and shall not: (i) send duplicative or unsolicited messages, or use or disclose Personal Information in violation of applicable law; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of applicable privacy laws; (iii) send or store material containing software viruses, malware or other harmful computer code; (iv) interfere with or disrupt the integrity or performance of the Beta Service or the data contained therein; or (v) attempt to gain unauthorized access to the Beta Service or its related systems or networks.

Customer Responsibilities

Account Activation and Passwords.

Customer is required to open an account with Cliniconex (an “ Account ”) in order to use the Beta Service. During registration, a User will be asked to provide Personal Information in order to create an Account on behalf of Customer. Customer shall ensure that such account activation information is accurate and complete and that such information remains current throughout the Term. Customer is responsible for keeping all Account passwords secure. Cliniconex will not be liable for any loss or damage caused by or arising from a failure by Customer or its Users to maintain the security of the Customer’s Account and password.

User Accounts.

Customer is responsible for all activity occurring in User Accounts and shall abide by all applicable laws in connection with Customer’s use of the Beta Service, including those related to data privacy, private health information, Personal Information, international communications, and the transmission of technical or personal data. Customer shall: (i) notify Cliniconex immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Cliniconex immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Users; and (iii) not impersonate another Cliniconex User or provide false identity information to gain access to or use of the Beta Service.

Equipment.

Customer is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications Beta Services (such as Internet access) that are required to allow Customer to access and use the Beta Service and for all expenses relating thereto. Customer agrees to access and use, and shall ensure that all Users access and use, the Beta Service in accordance with any and all operating instructions or procedures that may be issued by Cliniconex from time to time.

Customer Data

Ownership Data.

As between Cliniconex and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Cliniconex does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Customer Data. Customer, not Cliniconex, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and right to use of all Customer Data.

Protection of Personal Information.

Cliniconex’s Processing of Personal Information.

Cliniconex shall secure Personal Information with all necessary safeguards appropriate to the level of sensitivity of the Personal Information. Cliniconex shall only Process Personal Information on behalf of and in accordance with Customer’s documented instructions and Data Protection Laws for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Customer’s Users or customers in their use of the Beta Service; and (iii) Processing to comply with other documented reasonable instructions provided by Customer where such instructions are consistent with the terms of the Agreement.

Intellectual Property Rights

Reservation of Rights.

Cliniconex (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to the Cliniconex Technology, the Content and the Beta Service. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Cliniconex Technology, the Content, the Beta Service, or the Intellectual Property Rights owned by Cliniconex. Cliniconex’s name, Cliniconex’s logo, and the product names associated with the Beta Service are trademarks of Cliniconex or third parties, and no right or license is granted to use them.

Derivative Data.

Customer acknowledges and agrees that the Beta Service compiles, stores and uses aggregated data and system usage, analytics and diagnostic information to monitor and improve the Beta Service and for the creation of new products. Customer hereby grants to Cliniconex a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate Customer Data and other such information and data and create anonymized, aggregated data records and use such anonymized and aggregated data, and all modifications thereto and derivatives thereof (“ Derivative Data ”) to improve the Beta Service, develop new products and Beta Services, to understand usage, and for any other business purpose. Derivative Data is no longer associated with Customer or a User and as such is not Personal Information or Customer Data.

Feedback.

Customer may provide reasonable feedback to Cliniconex including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Beta Service (“ Feedback ”). Customer hereby grants to Cliniconex a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software, Beta Service, Documentation and any other Cliniconex products or Beta Services, or for any other purposes, any Feedback provided by Customer or its Users.

Term and Termination

Term.

This Agreement commences on the date indicated in the applicable Pilot Order Form and will only continue for the term specified therein (the “ Term ”).

Termination.

A party may terminate this Agreement immediately upon written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Representations and Warranties

Mutual.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

Disclaimer of Warranties.

THE BETA SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CLINICONEX AND ITS LICENSORS.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE BETA SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE BETA SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE BETA SERVICE, ANY PRIVACY OR DATA BREACH OF CUSTOMER DATA OR PERSONAL HEALTH INFORMATION ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE.

Certain Damages Not Excluded or Limited.

NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) INDEMNIFICATION CLAIMS, (II) DAMAGES ARISING FROM INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT, (IV) FRAUD OR WILLFUL MISCONDUCT, OR (V) BODILY INJURY OR DEATH.

General

Governing Law.

This Agreement shall be governed by Ontario law, without regard to its choice or conflicts of law provisions, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Beta Service shall be subject to the exclusive jurisdiction of the courts located in Ottawa, Ontario.

Unenforceable Provisions.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

Independent Contractors.

No joint venture, partnership, employment, or agency relationship exists between Customer and Cliniconex as a result of this Agreement or use of the Beta Service.

Waivers.

The failure of Cliniconex to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Cliniconex in writing.