Savas Software Platform Terms of Service

These Terms and Conditions (the "Terms") govern the relationship between Savas Solutions LLC, an Arizona limited liability company with its principal place of business at 10105 E. Via Linda, Ste. 103 PMB 1301, Scottsdale, AZ 85258 ("Savas"), and the customer identified in the applicable Order Form (the "Customer"). These Terms are effective as of the date specified in the Customer's Order Form (the "Effective Date").

The Order Form, together with these Terms, constitutes the entire agreement between Savas and Customer regarding the products and/or services described therein. By executing an Order Form, Customer agrees to be bound by these Terms, which are hereby incorporated by reference into the Order Form.

In consideration of the mutual promises and agreements set forth in these Terms, the parties agree as follows:

1. Definitions

1.1 "Authorized Purposes" means, unless otherwise expressly permitted in an applicable Order Form, use of the Savas Software Platform solely for Customer's internal business purposes.

1.2 "Authorized Users" means Customer's employees, consultants, contractors, and/or agents (a) who are authorized by Customer to access and use the Savas Software Platform on Customer's behalf, and (b) for whom an account and password for the Savas Software Platform has been created by Savas or Customer (as applicable).

1.3 "Savas Software Platform" means Savas' cloud-based electronic health record platform (i.e., Savas' software applications running on a cloud infrastructure, to be accessed from Customer devices) as identified in the applicable Order Form; provided, however, that such definition excludes (i) any Open Source Software that may be used to provide such platform, and (ii) any Third-Party Products.

1.4 "Effective Date" means the date Savas and the Customer execute an Order Form.

1.5 "Customer Data" means all Customer data uploaded or otherwise transmitted from Customer, and received, stored and displayed by the Savas Software Platform.

1.6 "Customer System" means Customer's computing devices, servers, mobile devices and other equipment and software used to access, use and transfer Customer Data to the Savas Software Platform.

1.7 "Data Protection Laws" means all statutes, regulations, regulatory guidelines and judicial or administrative holdings or interpretations related to privacy, including but not limited to as required under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and the implementing regulations promulgated under such laws, all as they may be amended from time to time (collectively, "HIPAA"), and any other privacy laws applicable to Personal Information or Customer's access to or processing of Personal Information, and any amendments, regulations or binding regulatory guidance related thereto.

1.8 "Documentation" means the printed or electronic user instructions and help files made available by Savas for use with the Savas Software Platform, as may be updated from time to time by Savas.

1.9 "Intellectual Property Rights" means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

1.10 "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

1.11 "Open Source Software" means open source, public source or freeware software made available under or otherwise subject to any license that (a) is considered an open source software license by the Open Source Initiative or a free software license by the Free Software Foundation, or any license substantially similar to any of the foregoing.

1.12 "Order Form" means the Savas ordering documents that are executed by the parties from time to time and required for the purchase of Services, including any mutually acceptable modifications, supplements and addenda thereto. Order Forms are incorporated herein.

1.13 "Personal Information" means, in addition to any definition under applicable Data Protection Laws, any personal information that identifies or could reasonably be used to identify any individual, including Protected Health Information as defined under HIPAA.

1.14 "Services" means the Savas Software Platform and Support Services.

1.15 "Service Fees" mean those fees charged to Customer for Services as provided by Customer's applicable Order Form.

1.16 "Subscription Term" means the period, set forth in Customer's applicable Order Form, for which Customer is permitted to access and use the Savas Software Platform.

1.17 "Support Services" means the support and maintenance services provided by Savas to Savas Software Platform subscribers, as further described in Exhibit A of these Terms.

1.18 "Sublicensed Software and Data" means the items of third-party software and data specified in the "Other Costs" section of an Order Form and designated as Sublicensed Software and Data.

2. Order Forms; Licenses; Restrictions

2.1 Order Forms. Subject to the provisions of these Terms, Customer may order Services by entering into one or more Order Forms. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Savas regarding any future functionality or features.

2.2 Access and Use License. Subject to Customer's compliance with the terms and conditions contained in these Terms, Savas, during the relevant Subscription Term, hereby grants Customer and, if applicable, its Authorized Users, a limited, non-exclusive, non-transferable right to access and use the Savas Software Platform in accordance with the Documentation and Customer's Scope of Use as defined and described in the applicable Order Form in each case solely for Customer's Authorized Purposes and not for the benefit of any other person or entity. Customer acknowledges that use of the Savas Software Platform is subject to limitations set forth herein, in the Scope of Use, and/or in the applicable Order Form.

2.3 Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to access or discover the source code, non-public APIs, or underlying ideas or algorithms of the Savas Software Platform; (b) modify, translate, or create derivative works based on any element of the Savas Software Platform or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, sublicense, or otherwise transfer its rights to use the Savas Software Platform; (d) except as otherwise expressly permitted herein, use the Savas Software Platform for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer, Customer's patients and Authorized Users; (e) remove, obscure, or modify any proprietary or other notices or attributions in the Savas Software Platform or the Documentation; (f) use the Savas Software Platform to develop a similar or competing product or service or for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Savas Software Platform; (h) introduce any Open Source Software into the Savas Software Platform; (i) interfere with or circumvent any Savas Software Platform usage limits or Scope of Use restrictions; or (j) attempt to gain unauthorized access to the Savas Software Platform, Savas' related systems or networks, or to the content and data uploaded by other users.

2.4 Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to Customer or any Authorized User, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Savas.

3. Third Party Products and Hosting; Sublicensed Software

3.1 Third Party Products. Customer understands that the successful use of the Savas Software Platform will require the procurement of hardware and software components not provided by Savas ("Third-Party Products"), including but not limited to compatible computing system(s). Savas does not provide any guarantee of any Third-Party Product's availability or performance.

3.2 Third Party Hosting. Savas may use the services of one or more third parties to host the Savas Software Platform and deliver all or part of the Services. Savas will pass through any applicable third-party warranties that Savas receives any from its then current third-party service provider and that it is permitted to pass through to Customer at no additional cost to Savas. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.

3.3 Sublicensed Software. Sublicensed Software and Data will be provided under the applicable terms required by the third-party supplier of the Sublicensed Software and Data, along with any applicable third-party supplier warranty that can be passed through to Customer at no additional cost to Savas. The Order Form will identify applicable pass-through terms which will be attached to the Order Form. Customer agrees to sublicense to the Sublicensed Software and Data through Savas at Savas' then standard fees for such sublicense. Unless otherwise set forth in the applicable pass-through terms, Savas grants to Customer a non-exclusive, non-transferable sublicense to use the Sublicensed Software and Data solely in conjunction with Customer's licensed use of the Savas Software Platform.

4. Accounts and Passwords

4.1 Accounts. Customer and all Authorized Users will be required to have relevant user accounts before being permitted to access and use the Savas Software Platform. Customer agrees to implement appropriate access control policies and procedures for Authorized Users to comply with Data Protection Laws. To create an account, the Customer must provide Savas or Savas' designee with current, complete and accurate information about the applicable Authorized User. All such information provided must be accurate, complete and up to date. Savas reserves the right to terminate any account for which the provided information is untrue, inaccurate, incomplete or not current.

4.2 Passwords. Customer and its Authorized Users shall be responsible for maintaining the confidentiality of all Authorized User accounts and passwords and for ensuring that each such login and password is used only by the person to which it was issued (e.g., Customer will not create any shared logins or passwords to access the Savas Software Platform). Customer is solely responsible for any and all access and use of the Savas Software Platform that occurs using any Authorized User's account including without limitation all Third-Party Products enabled and all use of Customer Data. Customer shall not share, and shall restrict its Authorized Users from sharing, passwords or other login credentials. Customer agrees to immediately notify Savas of any unauthorized use of any account or login credentials issued to Customer and/or its Authorized Users. Savas shall have no liability for any loss or damage arising from Customer's or its Authorized Users failure to comply with the terms set forth in this Section.

4.3 No Circumvention of Security. Neither Customer nor any Authorized User may circumvent or otherwise interfere with any user authentication or security of the Savas Software Platform. Customer will immediately notify Savas of any breach, or attempted breach, of security known to Customer.

5. Customer Obligations

5.1 Customer System. Customer is responsible for (a) obtaining, deploying, maintaining and securing the Customer System; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Savas Software Platform via the Internet; and (c) paying all third-party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms or a separate agreement between Customer and Savas referencing these Terms, Savas shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms.

5.2 Acceptable Use. Customer shall be solely responsible for its actions and the actions of its Authorized Users while using the Savas Software Platform. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Savas Software Platform, including without limitation the provision and storage of Customer Data; (b) not to send or store data on or to the Savas Software Platform which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contains Malicious Code or data that may damage the operation of the Savas Software Platform or another's computer, or mobile device; (d) not to use the Savas Software Platform for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere with or disrupt networks connected to the Savas Software Platform or interfere with others' ability to access or use the Savas Software Platform; (f) not to distribute, promote or transmit through the Savas Software Platform any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (g) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (h) to comply with all regulations, policies and procedures of networks connected to the Savas Software Platform and Savas' service providers; and (i) to use the Savas Software Platform only in accordance with the Documentation. Customer acknowledges and agrees that Savas neither endorses any Customer communications or Customer Data, nor does Savas assume any responsibility for any offensive material contained therein, any infringement of third-party Intellectual Property Rights arising therefrom or any crime facilitated thereby. Savas may, but is not required to, remove any violating content posted or stored using the Savas Software Platform or transmitted through the Savas Software Platform, without notice to Customer and in compliance with applicable law. Notwithstanding the foregoing, Savas does not guarantee and is not obligated to verify, authenticate, monitor or edit the Customer Data, or any other information or data input into or stored in the Savas Software Platform for completeness, integrity, legality, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, legality, quality and accuracy of Customer Data and other information input into the Savas Software Platform. Customer shall be solely responsible for ensuring compliance with applicable laws and regulations in its use of the Savas Software Platform.

5.3 Accuracy of Customer's Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for Savas to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform Savas of any changes in Customer's legal business name, address, email address and phone number. Customer agrees to accept emails from Savas at the e-mail addresses specified by it for login purposes. In addition, Customer agrees that Savas may rely and act on all information and instructions provided to Savas by Authorized Users from such e-mail addresses.

5.4 Temporary Suspension. Savas may, to the extent permitted by applicable law, temporarily suspend Customer's or its Authorized Users' access to the Savas Software Platform in the event that (i) there is any threat to the security of the Savas Software Platform or any Savas systems, or (ii) Customer or any of its Authorized Users is engaged in, or Savas in good faith suspects Customer or any of its Authorized Users is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Savas will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Savas' exercise of the suspension rights herein shall not be conditioned upon Customer's receipt of any notification. A suspension may take effect for Customer's entire account and Customer understands that such suspension would therefore include its Authorized Users' accounts. Customer agrees that Savas shall not be liable to Customer, Authorized Users, or any third party if Savas exercises its suspension rights as permitted by this Section. Upon determining that all issues leading to the temporary suspension are resolved to Savas' reasonable satisfaction, Savas shall reinstate Customer's and its Authorized Users' access to and use of the Savas Software Platform. Notwithstanding anything in this Section to the contrary, Savas' suspension of access to the Savas Software Platform is in addition to any other remedies that Savas may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Savas may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

6. Availability; Security

6.1 Availability. Subject to the terms and conditions of these Terms, Savas will use commercially reasonable efforts to make the Savas Software Platform available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime, or (b) unavailability caused by circumstances beyond Savas' reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror or attack, strikes or other labor problems or Internet service provider failures or delays ((a) and (b), collectively, the "Availability Exclusions"). Savas may make changes to the Savas Software Platform at any time and without notice to Customer. Certain enhancements to the Savas Software Platform made generally available at no cost to all users during the applicable Term will be made available to Customer at no additional charge. However, the availability of some new enhancements to the Savas Software Platform may require the payment of additional fees, and Savas will determine in its sole discretion whether access to any other such new enhancements will require an additional fee. These Terms will apply to, and the Savas Software Platform include, any enhancements, updates, upgrades and new modules to the Savas Software Platform provided in connection therewith and subsequently provided by Savas to Customer hereunder.

6.2 Security. Savas will use commercially reasonable efforts to maintain technical, physical and organizational measures designed to secure the protection, security and confidentiality of Customer Data from accidental loss and unauthorized access, use, alteration or disclosure and implement safeguards as required by applicable law; however, Savas cannot guarantee that unauthorized third-parties will never be able to defeat those measures to gain access to the Savas Software Platform. Notwithstanding the foregoing, each party shall take, and hereby represents that it has taken, reasonable steps to ensure the reliability and security of its systems; and that it will comply with its respective systems, network and data security policies.

7. Compensation

7.1 Service Fees. As compensation for the Services provided under these Terms, Customer shall pay Service Fees to Savas beginning on the Effective Date, and continuing for the Subscription Term on the schedule and terms provided by Customer's applicable Order Form. Service Fees will remain at the initial rates for twelve (12) months from the effective date of the Order Form. Savas reserves the right to increase Service Fees thereafter no more frequently than annually provided that any increases will not exceed five percent (5%) per year for the first five (5) years after the Effective Date of the Order Form.

7.2 Sublicensed Software Fees. Except as otherwise provided in the Order Form, license fees for Sublicensed Software and Data will be due annually in advance of the applicable subscription period. License fees for Sublicensed Software and Data are subject to change from time to time.

7.3 Payment. Payment shall be made by Customer in the form of a bank draft, wire transfer, or other form of payment as may be determined by mutual agreement of the parties.

7.4 Currency. All Service Fees shall be payable in United States dollars (USD) or in a currency mutually agreed to by the parties from time to time.

7.5 Overdue Charges. If Savas does not receive Service Fees by the due date, then at Savas' discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

7.6 Taxes. The Service Fees are exclusive of all sales, use, value added and other taxes or duties and Customer shall pay all such taxes (excluding taxes based on Savas' net income).

7.7 Pricing Adjustments. If the Service Fees are not deemed to be arm's length by a relevant governmental authority, including but not limited to auditors, tax authorities, or the courts, Savas shall, within thirty (30) days following such determination, notify Customer. The compensation in Section 8.1 (Compensation of Savas) will be adjusted to conform to this determination. To the extent prior payments to Savas are deemed insufficient, Customer will adjust for prior deficiencies in the current year.

7.8 Fair Market Value. The Service Fees due under this Agreement were not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated by Savas and Customer (or any of their affiliates) for which payment may be made in whole or in part under Medicare or Medicaid or any other federal or state health care program. Nothing in this Agreement is intended to be, nor shall be, an inducement for payment for the referral of business which may be reimbursed under any federal or state health care program. The Services performed under this Agreement do not involve the promotion of any business relationship which violates federal or state law.

8. Representations and Warranties; Disclaimers

8.1 Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.

8.2 Disclaimers. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 8, THE SAVAS SOFTWARE PLATFORM AND SUPPORT SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER'S USE AND RECEIPT OF THE SAVAS SOFTWARE PLATFORM AND SUPPORT SERVICES IS AT ITS OWN RISK. SAVAS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS WARRANTIES MADE BY SAVAS IN THIS SECTION 8 ARE FOR THE BENEFIT OF CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED THROUGH THE SAVAS SOFTWARE PLATFORM IS LICENSED AND NOT SOLD.

ANY WARRANTY FOR THIRD-PARTY PRODUCTS WILL BE THE WARRANTY PROVIDED BY THE MANUFACTURER OF SUCH THIRD-PARTY PRODUCT DIRECTLY TO CUSTOMER. SAVAS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE THIRD-PARTY PRODUCTS OR THE SUBLICENSED SOFTWARE AND DATA, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY, ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

NO AGENT OF SAVAS IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF SAVAS AS SET FORTH HEREIN. SAVAS DOES NOT WARRANT THAT: (A) THE USE OF THE SAVAS SOFTWARE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE SAVAS SOFTWARE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (E) THE SERVICES WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE SAVAS SOFTWARE PLATFORM WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE SAVAS SOFTWARE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SAVAS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

THE SAVAS SOFTWARE PLATFORM IS NOT DESIGNED, INTENDED, VALIDATED OR CLEARED TO BE USED AS A CLINICAL DECISION SUPPORT SYSTEM IN THAT IT DOES NOT PROVIDE PATIENT SPECIFIC ASSESSMENTS OR RECOMMENDATIONS FOR CLINICAL DECISION. CUSTOMER ACCEPTS FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS MADE BY CUSTOMER AND ITS AUTHORIZED USERS AS A RESULT OF THEIR USE OF THE SERVICES.

SAVAS DOES NOT OFFER MEDICAL ADVICE OR ADVICE REGARDING THE OPTIMAL SET OF PROCEDURES, TREATMENTS, ALERTS, OR STEPS NEEDED TO ACHIEVE THE BEST OUTCOMES FOR A PATIENT. ANY CUSTOMER DATA AND DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION ACCESSED THROUGH THE SAVAS SOFTWARE PLATFORM ARE THE SOLE RESPONSIBILITY OF CUSTOMER. SAVAS DOES NOT RECOMMEND OR ENDORSE ANY GIVEN PATIENT TREATMENT. THE INFORMATION AVAILABLE ON THE SAVAS SOFTWARE PLATFORM DOES NOT CONSTITUTE MEDICAL ADVICE AND SHOULD NOT BE CONSIDERED A SUBSTITUTE FOR THE INDIVIDUAL PROFESSIONAL JUDGMENT OF ANY PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER REGARDING THE APPROPRIATE COURSE OF ACTION FOR A PARTICULAR PATIENT. THE SAVAS SOFTWARE PLATFORM AND ALL INFORMATION AVAILABLE ON THE SAVAS SOFTWARE PLATFORM SHOULD BE INDEPENDENTLY REVIEWED WITH APPROPRIATE MEDICAL STAFF IN LIGHT OF THE NEEDS OF ANY PARTICULAR INSTITUTION AND ITS PATIENTS.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SAVAS SOFTWARE PLATFORM IS AN INFORMATION MANAGEMENT TOOL WHICH CONTEMPLATES AND REQUIRES THE INVOLVEMENT OF PROFESSIONAL MEDICAL PERSONNEL, AND BECAUSE MEDICAL INFORMATION CHANGES RAPIDLY, SOME OF THE MEDICAL INFORMATION MAY BE OUT OF DATE. CUSTOMER ACKNOWLEDGES AND AGREES THAT PHYSICIANS AND OTHER MEDICAL PERSONNEL SHOULD NEVER MAKE A TREATMENT DECISION BASED SOLELY UPON INFORMATION PROVIDED THROUGH THE SAVAS SOFTWARE PLATFORM. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE SAVAS SOFTWARE PLATFORM IS NOT INTENDED TO DIAGNOSE DISEASE, PRESCRIBE TREATMENT, OR PERFORM ANY OTHER TASKS THAT CONSTITUTE OR MAY CONSTITUTE THE PRACTICE OF MEDICINE OR OF OTHER PROFESSIONAL OR ACADEMIC DISCIPLINES.

SAVAS DOES NOT ENDORSE OR VALIDATE ANY MATERIAL UPLOADED TO THE SAVAS SOFTWARE PLATFORM BY CUSTOMER, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER POLICIES, PROCEDURES, PROTOCOLS, OR OTHER CLINICAL OR NON-CLINICAL GUIDANCE, INSTRUCTIONS OR RESOURCES THAT MAY BE ACCESSED OR USED BY AUTHORIZED USERS OF THE SAVAS SOFTWARE PLATFORM. CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ANY MATERIAL, INFORMATION, OR DOCUMENTATION PROVIDED TO SAVAS OR UPLOADED TO THE SAVAS SOFTWARE PLATFORM BY CUSTOMER OR ANY AUTHORIZED USER OF CUSTOMER.

CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) USE OF THE SERVICES IS AT THE SOLE RISK OF CUSTOMER AND ITS AUTHORIZED USERS; (B) SAVAS SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTION IN USE OF THE SERVICES, DELAYS OR ERRORS CAUSED BY CUSTOMER'S USE OF THE SERVICES, OR ANY PART THEREOF; (C) SAVAS IS NOT THE MANUFACTURER OF ANY THIRD-PARTY PRODUCT.

9. Indemnification

9.1 Savas Indemnity.

(a) General. During the Term, Savas, at its expense, shall defend Customer and its officers, directors and employees (the "Customer Indemnified Parties") from and against all actions, proceedings, claims and demands by a third party (a "Customer Third-Party Claim") alleging that the Savas Software Platform infringes any patent, copyright, or trademark, or misappropriates a trade secret, in each case enforceable in the United States, and shall pay all damages, costs and expenses, including attorneys' fees and costs (whether by settlement or award of by a final judicial judgment) paid to the third party bringing such Customer Third-Party Claim. Savas' obligations under this Section are conditioned upon (i) Savas being promptly notified in writing of any Customer Third-Party Claim under this Section, (ii) Savas having the sole and exclusive right to control the defense and settlement of the Customer Third-Party Claim, and (iii) Customer providing all reasonable assistance (at Savas' expense and reasonable request) in the defense of such Customer Third-Party Claim. In no event shall Savas settle any such Third-Party Claim without Customer's prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Customer Third-Party Claim and to participate in the defense of the Customer Third-Party Claim, subject to Savas' right to control the defense and settlement.

(b) Mitigation. If any claim which Savas is obligated to defend has occurred, or in Savas' determination is likely to occur, Savas may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Savas Software Platform, (b) substitute a functionally equivalent, non-infringing replacement for the Savas Software Platform, (c) modify the Savas Software Platform to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Savas Software Platform due to such claim and the remaining days in the then-current Subscription Term.

(c) Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer's use of infringing Customer Data; (ii) use of the Savas Software Platform in combination with any software, hardware, network, service, or system (or any part thereof) not supplied by Savas where the alleged infringement relates to such combination; (iii) any modification or alteration of the Savas Software Platform other than by Savas; (iv) any materials, information, or documentation provided to Savas or uploaded to the Savas Software Platform by Customer or any Authorized User of Customer; (v) Customer's continued use of the Savas Software Platform after Savas notifies Customer to discontinue use because of an infringement claim; (vi) Customer's violation of applicable law; (vii) Customer's use of the Savas Software Platform in violation of these Terms; and/or (viii) the Customer System.

(d) Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF SAVAS WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SAVAS SOFTWARE PLATFORM OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF SAVAS WITH RESPECT THERETO.

9.2 Customer Indemnity. Customer shall defend Savas and its affiliates, licensors and their respective officers, directors and employees ("Savas Indemnified Parties") from and against any and all actions, proceedings, claims and demands by a third party (each a "Savas Third-Party Claim") which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by Savas of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party's Intellectual Property Rights or privacy rights; (b) Customer's use or alleged use of the Savas Software Platform in violation of applicable law including Data Protection Laws, or other than as permitted under these Terms; (c) any materials, information, or documentation provided to Savas or uploaded to the Savas Software Platform by Customer or any Authorized User of Customer; (d) Customer's use of any Third-Party Products; or (e) any act or omission of Customer in the provision or arranging for the provision of professional medical or other health-related services to patients by Customer or its contracting physicians or other health professionals employed by or contracted with Customer to perform services on Customer's behalf. Customer shall pay all damages, costs and expenses, including attorneys' fees and costs (whether by settlement or award of a final judicial judgment) paid to the Third Party bringing any such Savas Third-Party Claim. Savas will provide Customer notice of any Savas Third-Party Claim under this Section as promptly as practicable. Customer's obligations under this Section are conditioned upon (i) Customer having the sole and exclusive right to control the defense and settlement of the Savas Third-Party Claim, and (ii) Savas providing all reasonable assistance (at Customer's expense and reasonable request) in the defense of such Savas Third-Party Claim. In no event shall Customer settle any such Savas Third-Party Claim without Savas' prior written approval. Savas may, at its own expense, engage separate counsel to advise Savas regarding a Savas Third-Party Claim and to participate in the defense of the claim, subject to Customer's right to control the defense and settlement.

10. Confidentiality

10.1 Confidential Information. Each party (the "Receiving Party") hereby understands and acknowledges that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's or its suppliers' business or products (hereinafter referred to as "Confidential Information" of the Disclosing Party). Without limiting the foregoing, Confidential Information of Savas shall include (a) any and all non-public information regarding features, functionality, and performance of the Savas Software Platform, the Third-Party Products, or the Sublicensed Software and Data including without limitation data models and non-public APIs, and (b) the Savas transdisciplinary care integration and deployment model. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. Except with respect to Personal Information, the Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than through a breach of these Terms by the Receiving Party; (b) was in Receiving Party's possession or known by it, without restriction, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed by Receiving Party without use of or reference to any Confidential Information of the Disclosing Party. Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

10.2 Privacy. To the extent Customer Data includes Personal Information, both parties must comply with all applicable requirements of the Data Protection Laws. The parties will enter into a Business Associate Agreement compliant with HIPAA with respect to Savas' and/or its third party providers' access, use and disclosure of Protected Health Information (as defined under HIPAA) received from or created or received on behalf of Customer, the initial version of which is attached hereto as Exhibit C ("Business Associate Agreement") and incorporated herein by this reference. The Business Associate Agreement will remain in effect for the duration of these Terms. In the event the provisions of the Business Associate Agreement conflict with these Terms, the provisions of the Business Associate Agreement will control. Without prejudice to the generality of this Section 11.2, Customer will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of any Personal Information to Savas and/or its third party providers for the duration and purposes of these Terms so that Savas and/or its third party providers may lawfully use, process and transfer the Personal Information in accordance with these Terms on the Customer's behalf.

10.3 Injunctive Relief. The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

11. Proprietary Rights

11.1 Savas Software Platform. As between Savas and Customer, all right, title and interest in the Savas Software Platform and any other Savas materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Savas Software Platform, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Savas or Savas' licensors and providers, as applicable. Customer hereby does and will irrevocably assign to Savas all evaluations, ideas, feedback and suggestions made by Customer regarding the Savas Software Platform (collectively, "Feedback") and all Intellectual Property Rights in the Feedback.

11.2 Customer Data. As between Savas and Customer, all right, title and interest in the Customer Data belongs to and is retained solely by Customer. By posting, displaying, sharing or distributing Customer Data on or through the Savas Software Platform, Customer hereby grants to Savas a limited, sublicenseable non-exclusive, royalty-free, worldwide license to reproduce, display, perform, distribute and otherwise use the Customer Data, and perform all acts with respect to the Customer Data for purposes permitted by HIPAA and as may be necessary for Savas to provide the Services to Customer. Savas may modify, copy, translate or make any derivative works of Customer Data in connection with its provision of the Savas Software Platform as required to format such Customer Data for presentation within the Savas Software Platform consistent with the Data Protection Laws and Business Associate Agreement between the parties.

11.3 Aggregated Statistics and Deidentified Data. Notwithstanding anything else in these Terms, Savas and/or its third party providers may monitor Customer's use of the Services and use Personal Information and other data and information related to such use, in an aggregated manner ("Aggregated Statistics") for health care operations within the Savas Software Platform, including but not limited to, case management, billing, patient scheduling, electronic health records, quality assessment, quality improvement, population health, patient scoring, curated decision support, and care coordination consistent with the Data Protection Laws and the Business Associate Agreement between the parties. In addition, and notwithstanding anything else in these Terms, Savas and/or its third party providers may create, use, sell and disclose data that is derived from Personal Information uploaded by Customer into the Savas Software Platform and has been de-identified through de-identification that meets the standards in 45 C.F.R. 164.514(a) and (b)(2) ("Deidentified Data") for purposes including, but not limited to, continually improving the Savas Software Platform and its Services, conducting research and analytics, and developing and selling new services and offerings to Customer and third parties consistent with the Data Protection Laws. As between Savas and Customer, all rights, title and interest in the Aggregated Statistics and Deidentified Data, and all Intellectual Property Rights therein, belong to and are retained solely by Savas. Customer acknowledges that Savas will be compiling Aggregated Statistics and Deidentified Data based on Customer Data and information input by other customers into the Savas Software Platform and Customer agrees that Savas may (a) make such Aggregated Statistics and Deidentified Data publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement, and marketing, provided that such data and information activities comply with the Data Protection Laws and the Business Associate Agreement between the parties.

11.4 Artificial Intelligence. "AI" means any large language model, chatbot, or other generative artificial intelligence model, tool, or capability now known or hereafter created.

11.5 Limitations on California Data.

(a) Reidentification Restrictions. With respect to all Deidentified Data created or derived from Personal Information from persons located in California ("California Data"), such California Data may not be reidentified, and no attempts to reidentify such California Data may be made except for: (1) treatment, payment, or health care operations by a health care provider or its business associate as defined in Section 164.501 of Title 45 of the Code of Federal Regulations; (2) public health activities or purposes as described in Section 164.512 of Title 45 of the Code of Federal Regulations; or (3) research as defined in Section 164.501 of Title 45 of the Code of Federal Regulations, that is conducted in accordance with Part 46 of Title 45 of the Code of Federal Regulations, and the Federal Policy for the Protection of Human Subjects, also known as the Common Rule. Any information that is reidentified pursuant to this Section 12.4 shall comply with relevant Data Protection Laws, including California's Consumer Privacy Act.

(b) Sale or License of California Data by Savas. To the extent that Savas sells or licenses California Data, the contract between Savas and the purchaser or licensor of such California Data shall: (1) state that the deidentified information includes deidentified patient information from California patients; (2) state that any attempted or actual reidentification of the information from California patients is prohibited pursuant to Cal. Civ. Code § 1798.148; and (3) require that, unless otherwise required by law, the purchaser or licensee of the deidentified information may not further disclose the deidentified information to any third party unless the third party is contractually bound by the same or stricter conditions.

12. Limitation of Liability

12.1 No Consequential Damages. NEITHER SAVAS NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF SAVAS OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SAVAS SOFTWARE PLATFORM, THIRD-PARTY PRODUCTS, SUPPORT SERVICES AND/OR THE RESULTS THEREOF. SAVAS WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

12.2 Limits on Liability. SAVAS IS NOT LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE RELATED TO OR ARISING FROM SUBLICENSED SOFTWARE OR THIRD-PARTY PRODUCTS. EXCEPT WITH RESPECT TO LIABILITY FOR A BREACH OF PHI, FOR WHICH LIABILITY SHALL BE GOVERNED BY THE BAA, NOTWITHSTANDING ANY OTHER PROVISION HEREIN, THE ENTIRE LIABILITY OF SAVAS, ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED IN AGGREGATE AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SAVAS UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE OF THE FIRST EVENT OUT OF WHICH LIABILITY AROSE.

12.3 Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 12 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

13. Term and Termination

13.1 Term. The term of these Terms commences upon the execution of an applicable Order Form and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms or in an applicable separate agreement between Customer and Savas referencing these Terms.

13.2 Subscription Term. Unless otherwise agreed in the applicable Order Form, after the initial subscription term set forth in the Order Form (the "Initial Subscription Term") the subscription term will automatically renew for one or more renewal subscription terms with the same length as the Initial Subscription Term (each a "Renewal Subscription Term") unless Customer provides notice of nonrenewal to Savas at least thirty (30) days prior to the end of the then-current Initial Subscription Term or Renewal Subscription Term. The Initial Subscription Term together with any Renewal Subscription Terms are referred to collectively herein as the "Subscription Term".

13.3 Termination for Cause. A party may terminate these Terms upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Savas for the period prior to the effective date of termination. Termination of these Terms pursuant to this Section 13.3 shall also terminate all Order Forms.

13.4 Effects of Termination. Upon expiration or termination of these Terms, (a) Customer shall immediately discontinue any and all use of and access to the Savas Software Platform, the Documentation, and any other Savas intellectual property; (b) all rights, licenses, and authorizations granted to Customer by Savas hereunder shall terminate, including, without limitation, licenses to use the Savas Software Platform and sublicenses to use the Sublicensed Software; (c) Savas will cease performance of all Support Services; (d) Savas will provide to Customer a copy of all Customer Data in the Savas Software Platform; and (e) all fees and other amounts owed to Savas shall be immediately due and payable by Customer. Upon request, Savas will provide a quote for Savas time in providing any further assistance to Customer, including data ingestion or other services requested by Customer, which will be subject to Savas personnel availability and will be billable at Savas' then-current rates for such services. Subject to the requirement in sub (d) of the prior sentence to provide Customer with a copy of all Customer Data, Savas shall have no further obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party's option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Data) then in the Receiving Party's possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.

13.5 Survival. This Section and Sections 1, 3.3, 3.4, 6.2, 9.2, 10, 11, 12, 13, 14.3, 15, 16 and 17 shall survive any termination or expiration of these Terms.

14. Disputes Between Users; Intellectual Property Infringement

14.1 No Agency or Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms or Customer's use of any part of the Savas Software Platform. Customer does not have any authority whatsoever to bind Savas in any respect. The parties agree that Savas is a technology company whose primary business is providing a platform with which users can manage health care practices. Neither Savas nor any users of the Savas Software Platform may direct or control the day-to-day activities of the other or create or assume any obligation on behalf of the other.

14.2 Disputes Between Users.

(a) Customer's interactions with individuals and/or organizations found on or through the Savas Software Platform, including Customer's decision to use Third-Party Products, materials, advice or other information provided by such individuals and/or organizations, is Customer's decision for which Customer alone is responsible. Customer understands and agrees that Savas does not and cannot make representations as to the suitability of (i) any third party services, third-party information and/or third-party data Customer may access via the Savas Software Platform; (ii) any individual or entity Customer may decide to interact with on or through the Savas Software Platform and/or (iii) the accuracy or suitability of any advice, information, or recommendations made by any user.

(b) IF THERE IS A DISPUTE BETWEEN USERS OF THE SAVAS SOFTWARE PLATFORM, OR BETWEEN ANY USER OF THE SAVAS SOFTWARE PLATFORM AND ANY OTHER THIRD PARTY, CUSTOMER ACKNOWLEDGES AND AGREES THAT SAVAS IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN CUSTOMER AND ANY OTHER USER OR THIRD PARTY, CUSTOMER HEREBY RELEASES SAVAS, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. IF CUSTOMER IS A CALIFORNIA RESIDENT, CUSTOMER WAIVES CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

15. Miscellaneous

15.1 Notices. All notices which any party to these Terms may be required or may wish to give shall be in writing and may be given by: (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt, (c) by email, effective when the sender receives an automated message from the recipient confirming delivery, but if the delivery receipt is on a day which is not a business day or is after 5:00 pm (addressee's time) it is deemed to be received at 9:00 am on the following business day, or (d) sending them by registered or certified mail. If so mailed or otherwise delivered, such notices shall be deemed and presumed to have been given on the earlier of the date of actual receipt or three (3) days after mailing or authorized form of delivery. All communications and notices to be made or given pursuant to these Terms shall be in the English language and addressed to the other party as follows (as updated by the parties from time to time pursuant to this Section):

If to Savas:
SAVAS SOLUTIONS LLC
Attn: Alon Moritz, Chief Executive Officer
10105 E. Via Linda, Ste. 103 PMB 1301
Scottsdale, AZ 85258
Email: alon@savashealth.com
Email: compliance@savashealth.com

With a copy to:
SAVAS SOLUTIONS LLC
Attn: Aletheia Lawry, General Counsel
10105 E. Via Linda, Ste. 103 PMB 1253
Scottsdale, AZ 85258
Email: aletheia@savashealth.com

If to Customer: The address provided on the Order Form

15.2 Governing Law and Venue. These Terms and the rights and obligations of the parties to and under these Terms shall be governed by and construed under the laws of the United States and the State of Arizona as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms. The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form.

15.3 Publicity. Savas shall be permitted to disclose certain aspects of these Terms to the extent reasonably necessary to comply with Savas' regulatory and financial reporting obligations and obligations to report "users" to providers of Sublicensed Software (including, but not limited to, the American Medical Association). Savas' right to use Customer's name, logo, or marks in such reports does not extend to use in any marketing material, which will require Customer's prior approval. Each party agrees to obtain the prior written consent of the other party prior to issuing any press releases related to these Terms.

15.4 U.S. Government Customers. If Customer is a Federal Government entity, Supplier provides the Savas Software Platform, including related software and technology, for ultimate Federal Government end use solely in accordance with the following: Government technical data rights include only those rights customarily provided to the public with a commercial item or process and Government software rights related to the Savas Software Platform include only those rights customarily provided to the public, as defined in these Terms. The technical data rights and customary commercial software license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in these Terms.

15.5 FDA. Customer and Savas agree to promptly notify the other party of, and cooperate fully in responding to, inquiries and inspections by the U.S. Food and Drug Administration and other regulatory bodies with respect to the Savas Software Platform.

15.6 Export. The Savas Software Platform utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Savas Software Platform shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Savas Software Platform, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Savas Software Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Savas and its licensors make no representation that the Savas Software Platform is appropriate or available for use in other locations.

15.7 General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Savas. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. There are no third-party beneficiaries to these Terms. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any of these Terms is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of the Terms will remain in full force. The parties are independent contractors, and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. These Terms constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. Except for Customer's payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, failures by Savas' suppliers or subcontractors, war, acts of God, acts of terrorism, governmental orders or restrictions, epidemic, pandemic, fire, flood, or natural disaster, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

15.8 Changes. Savas may update or modify these Terms from time to time. Any changes will be effective upon posting the revised version at www.savassoftware.com/termsandconditions. Customer is responsible for reviewing the Terms periodically. Continued use of the Services after the effective date of any amendment constitutes Customer's acceptance of the updated Terms.

16. Dispute Resolution; Arbitration; Class Action Waiver; Jury Waiver

16.1 Disputes. The terms of this Section 16 shall apply to all Disputes between you and Savas. For the purposes of this Section, "Dispute" shall mean any dispute, claim, controversy or action between you and Savas arising under or relating to these Terms, or any other transaction involving you and Savas, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND SAVAS AGREE THAT "DISPUTE" AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR SAVAS FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; OR (4) TRADEMARK INFRINGEMENT OR DILUTION.

16.2 Class Action Waiver and Jury Waiver. YOU AND SAVAS HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE YOU OR SAVAS HAVE WITH ONE ANOTHER. YOU AND SAVAS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. NEITHER YOU NOR SAVAS MAY ACT AS A PRIVATE ATTORNEY GENERAL OR CLASS REPRESENTATIVE, NOR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, WITH RESPECT TO ANY DISPUTE OR CLAIM.

16.3 Opt-Out. You may elect to opt-out (exclude yourself) from the final, binding arbitration procedure and waiver of class and representative proceedings specified in these Terms by sending a written letter to Savas at 10105 E Via Linda, Ste 103 PMB 1256, Scottsdale, AZ 85258 (the "Notice Address"), within thirty (30) calendar days of your initial agreement to these Terms. The letter must be signed personally by the person signing on behalf of the Customer below and specify: (1) Customer's name; (2) Customer's address; (3) Customer's email address; and (4) Customer's request to be excluded from the final, binding arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Terms shall continue to apply.

16.4 Pre-Arbitration Dispute Resolution. You and Savas agree that whenever a Dispute arises between you and Savas, you and Savas will first send a written notice to the other (a "Demand"). You agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the Notice Address. Savas must send a Demand to you via certified mail to the most recent address Savas has on file for you. The Demand must seek to resolve only your individual Dispute. Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference which both parties will personally attend (with counsel, if represented). You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, 20 business days after the individualized conference. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if these requirements have not been met.

16.5 Arbitration Procedure. Any dispute arising out of or relating to these Terms or the subject matter thereof, or any breach of these Terms or any Order Form, including any dispute regarding the scope of this clause, will be resolved through arbitration administered by the American Health Law Association ("AHLA") Dispute Resolution Service and conducted pursuant to the AHLA Rules of Procedure for Arbitration. The arbitration shall be conducted by a single arbitrator selected from the AHLA's roster of qualified neutrals unless annual Fees paid or payable by Customer to Savas under these Terms and all associated Order Forms for any of the last three (3) years exceeds one million dollars ($1,000,000), in which case the claim or claims will be heard by a panel of three arbitrators. Each party will appoint a panel member, and the two panel members will appoint a chair. The chair will resolve all pre-hearing disputes regarding discovery, confidentiality, subpoenas, and other matters on his or her own, except for dispositive motions. Judgment on the award may be entered and enforced in any court having jurisdiction. If this matter is heard in person, the location will be Maricopa County, Arizona. The arbitrator(s) may award any form of relief authorized by law. The arbitrator(s) shall approximate the extent to which each party prevailed and award the costs of the arbitration process and reasonable attorney's fees and expenses consistent with this approximation. A party that is determined to have fully prevailed on all its claims is entitled to all costs it incurred for the arbitration process and all reasonable attorney's fees and expenses. The arbitrator(s) shall provide a concise statement of the reasons supporting the award. The parties agree to disclose the existence of this arbitration, information about what has taken place or may take place in this arbitration, the award, or information about the outcome of this arbitration, only as needed to: (a) present claims and defenses in arbitration; (b) pursue or oppose legal remedies in court pertaining to this arbitration, including enforcement of an award; (c) comply in good faith with applicable laws, rules, regulations, court orders, or other legal requirements; or (d) comply with the award. In all other respects, the parties agree to keep this arbitration strictly confidential. The parties reserve the right to enter into, or request from the arbitrator(s), a more detailed confidentiality agreement or protective order. Within 30 days after an award is issued, a party may appeal it in accordance with the Rules of Procedure for Arbitration Appeals of the American Health Law Association.