Sayvant Master Subscription Agreement

This Sayvant Master Subscription Agreement (this "Agreement") governs access to and use of the Sayvant Platform, which is owned and operated by Healthcare AI Automation Inc. d/b/a Sayvant and its Affiliates, with offices at 2261 Market Street Suite 86099, San Francisco, CA 94114 ("Sayvant"). This Agreement should be read together with the applicable Order Documentation for the products and services Subscriber may subscribe to from time to time.

1. DEFINITIONS

The Sayvant Platform is the proprietary information of Sayvant or its suppliers who retain exclusive title to their intellectual property rights in the Sayvant Platform. Subscriber's rights to the Sayvant Platform are limited to those expressly granted below and Sayvant reserves all rights not expressly granted in this Agreement.

• "Affiliate" means an entity that a party directly or indirectly controls, is controlled by, or is under common control with a party. For purposes of this definition, "control" means the possession, directly or indirectly, or control of more than 50% of the voting securities of an entity.
• "Agreement" means this Agreement and any exhibits, addenda and/or Order Documentation attached or incorporated into this Agreement by reference.
• "Confidential Information" means confidential information concerning the Sayvant Platform, Sayvant Products, Sayvant, Subscriber or any other Subscriber, any Transaction not previously disclosed to the public by Sayvant, and any trade secrets, technical information and business information transmitted to or acquired in the course of performance of this Agreement or the use of the Sayvant Platform.
• "Documentation" means the user documentation, in written, electronic or other format, which describes the Sayvant Platform and its operation, which Sayvant makes generally available to its Subscribers for use with the Sayvant Platform.
• "Electronic Signature" means a unique electronic identification to be attached to each action undertaken on the Sayvant Platform.
• "Sayvant Applications" shall mean those on-demand, web-based applications made available to Subscriber by Sayvant via a Subscription Service.
• "Sayvant Platform" means the web-based technology platform comprised of the Subscription Services.
• "Subscriber" means the company accepting these terms with respect to its use of the Sayvant Platform, applicable Subscription Services and any related Professional Services.
• "Subscriber Data" means all data transmitted by Subscriber to the Sayvant Platform.
• "Order Documentation" means a mutually agreed written or electronic document that incorporates this Agreement by reference and identifies the specific products and services and rights granted by Sayvant to Subscriber hereunder and the fees and payment terms for such.
• "Professional Services" means any professional or consulting services provided by Sayvant to Subscriber as more fully described in an SOW.
• "Subscription Services" means the services that are available through the Sayvant Platform on a subscription basis, as referenced in the relevant Order Documentation.
• "Statement of Work" or "SOW" means the detailed written description(s) of the Professional Services incorporating this Agreement by reference.
• "Subscription Term" means the period of time specified in the Order Documentation that Sayvant agrees to provide Subscriber access to the subscribed Subscription Services.

2. THE SAYVANT PLATFORM

Sayvant Platform. Use of the Sayvant Platform is available on a Subscribership-only basis.

Subscribership. Subscriber shall become a Subscriber of the Sayvant Platform by entering into this Agreement. Third parties whom Subscriber appoints or authorizes to act on its behalf, or where applicable, such third party end users of the Subscriber's access to the Sayvant Platform (e.g. physicians, patients, etc), solely as expressed in applicable Order Documentation, may also use the Sayvant Platform ("Authorized Users"), provided that Subscriber shall cause such Authorized Users to comply with the terms and conditions of this Agreement, and such use shall be at Subscriber's sole risk.

Subscription to Subscription Services. Subscriber will subscribe to Subscription Services by executing Order Documentation which sets forth a Subscription Term and any other additional terms and conditions governing the use of the subscribed Subscription Services.

3. USE OF THE SAYVANT PLATFORM

Use of the Sayvant Platform and Fees. In exchange for payment to Sayvant of the fees referenced in any Order Documentation, and subject to Subscriber's compliance with the terms and conditions of this Agreement, Sayvant hereby agrees to provide Subscriber with access to, and use of, the subscribed Subscription Services within the Sayvant Platform on a nonexclusive, non-transferable basis, solely during the Subscription Term, solely for Subscriber's internal business purposes.

Conditions. The rights granted to Subscriber are conditional upon compliance with the following:

• Subscriber will not copy the Sayvant Platform or Documentation except as expressly authorized.
• Subscriber will not transfer, assign, lease, lend or rent the Sayvant Platform or Documentation.
• Subscriber will not disassemble, decompile, reverse engineer, modify or create derivative works.
• Subscriber will not allow access by anyone other than Authorized Users without Sayvant's prior written consent.
• Subscriber will not disclose comparative results of Platform operation with other products.
• Subscriber will not delete or alter proprietary rights notices on the Sayvant Platform.
• Subscriber will not use the Platform to store or transmit unlawful material or malicious code.
• Subscriber will not attempt unauthorized access to the Platform or its systems.
• Subscriber shall use the Platform for lawful purposes only and in compliance with all applicable laws.

Feedback and Analytics. Subscriber may provide suggestions, data, feedback and other information ("Feedback"). Subscriber grants Sayvant a non-exclusive, perpetual, irrevocable, royalty-free license to use Feedback solely for improving Sayvant's product and service offerings and publishing aggregated statistics.

Service Levels and Support. During the term, Sayvant will maintain service levels and provide support as set forth in the Order Documentation.

4. WARRANTIES

Sayvant Warranties. Sayvant warrants (i) it has validly entered into this Agreement; (ii) the Platform will substantially conform to Documentation specifications; (iii) Professional Services will be performed in a professional manner for ninety (90) days; and (iv) Sayvant has scanned the Platform for malicious code.

Subscriber Warranties. Subscriber warrants it has validly entered into this Agreement and has the legal power to do so.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5. PROFESSIONAL SERVICES

If Sayvant provides Professional Services, they shall be governed by the applicable SOW. Sayvant shall own all rights in scripts, methodologies, processes, and documentation developed during the Professional Services ("Sayvant-Owned Work Product"). Sayvant grants Subscriber a nonexclusive, worldwide right to use such work product for Subscriber's internal business purposes during the Subscription Term.

6. TERM AND TERMINATION

Term. This Agreement is effective until all subscriptions have expired or been terminated.

Termination. Either party may terminate if: (a) the other party breaches a material term and fails to cure within thirty (30) days; (b) the other party becomes subject of a voluntary bankruptcy petition; or (c) involuntary bankruptcy proceedings not dismissed within sixty (60) days.

Effect of Termination. Upon termination, Sayvant will cease providing access and all rights to Confidential Information shall terminate. Subscriber will return or destroy Sayvant Confidential Information and pay all fees owing.

Survival. Sections 1, 3.2, 3.3, 4.3, 6.3, 6.4, 7.4, 8, 9, 10, and 12 will survive termination or expiration.

7. INDEMNIFICATION

Subscriber Indemnification. Subscriber agrees to defend Sayvant against third party claims arising from: (a) infringement caused by Subscriber's Data or use in breach; (b) provision of medical care by Subscriber or Authorized Users; (c) violation of applicable law; or (d) failure to maintain secure access.

Sayvant Indemnification. Sayvant agrees to defend Subscriber against third party claims that use of the Platform as permitted infringes or misappropriates intellectual property rights of a third party. If infringement occurs, Sayvant may modify the Platform, obtain a license, or terminate the affected subscription with a refund.

Exclusions. Sayvant has no liability for infringement from: (a) modifications by parties other than Sayvant; (b) Subscriber's failure to use updates; (c) compliance with Subscriber's specifications; or (d) unauthorized use.

THIS SECTION 7 STATES THE INDEMNIFYING PARTY'S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION.

8. CONFIDENTIALITY

Both parties shall use commercially reasonable efforts to retain in confidence all Confidential Information of the other party. Disclosure could give rise to irreparable injury and entitle either party to seek injunctive relief. Confidential Information excludes information that: (a) is already known free of obligation; (b) becomes publicly known through no wrongful act; or (c) is received from a third party without restriction.

9. PROPRIETARY RIGHTS

The Sayvant Platform and Subscription Services are proprietary to Sayvant and all right, title and interest thereto remains with Sayvant. All intellectual property rights regarding the Platform, including modifications, enhancements, and derivative works, are owned by Sayvant. Subscriber acknowledges the Platform constitutes valuable intellectual property and trade secrets.

10. LIMITATION OF LIABILITY

Cap on Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR OWING IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, LOST REVENUES, LOST PROFITS, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

Exclusions. This does not limit liability due to death or personal injury caused by gross negligence, fraudulent misrepresentation, willful misconduct, or obligations under Sections 3(b), 7, 9, or payment obligations.

Commencement of Claims. Except for non-payment or IP breach, no action may be commenced more than one (1) year after the cause of action has accrued.

11. GENERAL

Publicity. Subscriber agrees that Sayvant may list Subscriber on its website and marketing materials, and the parties will issue a mutually agreed press release.

Governing Law. This Agreement shall be governed by the laws of the State of California. The UN Convention on Contracts for the International Sale of Goods and UCITA are specifically excluded.

Force Majeure. Neither party shall be liable for failure or delay due to governmental acts, terrorism, internet failure, acts of God, war, or other circumstances beyond reasonable control.

Suspension. Sayvant may suspend Subscriber's access for violation of law, breach of this Agreement, or non-payment of fees.

Assignment. Neither party may assign without prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Privacy. All Subscriber Data belongs to Subscriber and shall be handled in accordance with Sayvant's Privacy Policy. Sayvant may use Subscriber Data in aggregated format. Subscriber acknowledges that de-identified data per HIPAA standards shall not constitute Subscriber Data.

Terms of Use. Use of the Platform is subject to the Terms of Use.

Notices. All notices will be in writing and effective upon delivery or mailing by courier or certified mail.

Export Control. Subscriber agrees to comply with all relevant export laws and regulations of the United States and European Union.

Entire Agreement. This Agreement represents the entire understanding between the parties regarding Subscriber's access and use of the Sayvant Platform. It supersedes all prior proposals, agreements, or communications. This Agreement may not be modified except by written instrument executed by both parties.

Counterparts. This Agreement may be executed in counterparts, each deemed an original, but all together constituting one instrument.