Last updated: 20 November 2024

Aya Health Technologies Inc. (“Provider”) provides software as a service and platform as a service, as further defined below. The Service is provided on a subscription basis as further described in this Agreement under specific subscription plans offered by the Provider from time to time.

The Services are provided through a web application, browser extension, desktop application, a mobile application and/or other interface made available to you. This Agreement applies to anyone (“You”/ “Customer”) who subscribes to or otherwise uses the Services.

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE PROVIDER’S WEBSITE OR ANY OF ITS SERVICES.

Definitions

a. “Appointment Data” means all information collected by the Services during a patient appointment when the Customer uses the Service, including Customer’s personal information and Patient Data.

b. “Customer Data” means all account and billing information and all data and information which the Customer, or its End Users inputs into the Service.

c. “Documentation” means the applicable documentation and its usage guides and policies, as updated from time to time.

d. “End Users” means Customer’s employees, contractors, agents, and any other person who Customer permits to use its instance of the Service.

e. “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Provider, including any addenda and supplements thereto. By entering into an Order Form hereunder, an affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

f. “Patient Data” means patient’s personal information, including their personal health information.

g. “Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or a free trial, and made available online by Provider. “Services” exclude Customer data.

Provision of Service

a. Provision Generally. Subject to your acceptance of this Agreement and your payment of all fees due and owing to Provider, during the subscription term Provider will provide Customer with access to the Services under the terms and conditions of this Agreement. To access and use the Service, Customer is responsible at its own expense for obtaining internet access and any hardware and software required for this purpose. Customer’s right to use the Service during the subscription term is subject to this Agreement.

b. Grant of Rights. Subject to this Agreement, Provider hereby grants to Customer a limited, royalty-free, non exclusive, non-sublicensable, non-transferable right to access and use the Service in accordance with this Agreement, subject to the terms and conditions of the approved Services plan and solely for Customer’s internal business purposes during the Subscription Term. Provider may in its sole discretion: change or update the Services or its functions; or provide new functions. Such updates or new functions may be subject to additional terms and fees as notified to you by Provider.

c. Restrictions. Customer shall not (and shall not allow any third party to: (a) access or use the Service except as expressly permitted by Provider; (b) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (c) use any unauthorized tool, method or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Service (d) frame or mirror any content forming part of the Service; (e) access the Service to build a competitive product or service, or copy any ideas, features, functions or graphics of the Service. Customer shall keep all passwords provided to it safe and secure and shall be responsible for all use of the Service using passwords issued to Customer. Customer shall notify Provider immediately of any actual or suspected unauthorized use of its passwords for the Service.

d. Embargoed Countries. The Service may not be accessed or used by any national or resident of a country embargoed by the United States or Canada, including countries sanctioned by the Office of Foreign Assets Control (OFAC) or the Financial Action Task Force (FATF).

e. Termination. Without limiting any of its other rights or remedies, Provider reserves the right to suspend access to the Service if Provider reasonably believes that Customer has materially violated the restrictions and obligations in this section.

f. Customer Co-operation. Customer shall: (a) reasonably cooperate with Provider in all matters relating to the Service; (b) respond promptly to any Provider request to provide information, approvals, authorizations, or decisions that are reasonably necessary for Provider to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as Provider may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.

g. Free Trial. If Customer registers on Provider’s website for a free trial, Provider will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by Provider in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

IF CUSTOMER REGISTERS ON PROVIDER’S WEBSITE FOR A FREE TRIAL, PROVIDER WILL MAKE THE APPLICABLE SERVICE(S) AVAILABLE TO CUSTOMER ON A TRIAL BASIS FREE OF CHARGE UNTIL THE EARLIER OF (A) THE END OF THE FREE TRIAL PERIOD FOR WHICH CUSTOMER REGISTERED TO USE THE APPLICABLE SERVICE(S), OR (B) THE START DATE OF ANY PURCHASED SERVICE SUBSCRIPTIONS ORDERED BY CUSTOMER FOR SUCH

SERVICE(S), OR (C) TERMINATION BY PROVIDER IN ITS SOLE DISCRETION. ADDITIONAL TRIAL TERMS AND CONDITIONS MAY APPEAR ON THE TRIAL REGISTRATION WEB PAGE.

PLEASE NOTE THAT DURING THE FREE TRIAL, CERTAIN FEATURES AND FUNCTIONALITIES AVAILABLE IN THE FULL VERSION OF THE SERVICES MAY BE LIMITED OR UNAVAILABLE. ANY DATA ENTERED INTO THE SERVICES AND ANY CUSTOMIZATIONS MADE DURING THE FREE TRIAL MAY NOT BE FULLY ACCESSIBLE OR RETAINED UNLESS THE CUSTOMER UPGRADES TO A CORRESPONDING PAID SUBSCRIPTION PLAN. IF THE CUSTOMER OPTS FOR A DIFFERENT SERVICE LEVEL AFTER THE TRIAL, THERE MIGHT BE DIFFERENCES IN FEATURE AVAILABILITY AND DATA ACCESS BASED ON THE CHOSEN PLAN.NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY PROVIDER” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND PROVIDER SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR

LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE PROVIDER’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO PROVIDER AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

Intellectual Property

a. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Provider, its affiliates, and its licensors reserve all of their right, title, and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

b. License by Customer to Provider. Customer grants Provider, and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Customer Data using a Service or for use by Customer with the Services, each as appropriate for Provider to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a non

Provider application with a Service, Customer grants Provider permission to allow the non-Provider application and its provider to access Customer Data and information about Customer’s usage of the non Provider application as appropriate for the interoperation of that non-Provider application with the Service. Subject to the limited licenses granted herein, Provider acquires no right, title, or interest from Customer or its licensors under this Agreement in or to any Customer Data, non-Provider application, or such program code.

c. License by Customer to Use Feedback. Customer grants to Provider a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of Provider’s or its Affiliates’ services.

Fees

a. Fees. Customer will pay all fees specified in the Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased (ii) payment obligations are non cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

b. Invoicing and Payment. Customer will use a valid and updated credit card, or with a valid purchase order or alternative document reasonably acceptable to Provider for payment of Fees. If Customer provides credit card information to Provider, Customer authorizes Provider to charge such credit card for all purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Provider will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due when the Customer purchases the Services. Customer is responsible for providing complete and accurate billing and contact information to Provider and notifying Provider of any changes to such information.

c. Overdue Charges. If any invoiced amount is not received by Provider by the due date, then without limiting Provider’s rights or remedies, (a) those 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, and/or (b) Provider may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

d. Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Provider to charge to Customer’s credit card), Provider may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Provider will give Customer at least 10 days prior notice that its account is overdue, in accordance with the “Notice” section below for billing notices, before suspending services to Customer.

e. Payment Disputes. Provider will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

f. Taxes. Provider's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Provider has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Provider will invoice Customer and Customer will pay that amount unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Provider is solely responsible for taxes assessable against it based on its income, property, and employees.

Term & Termination

a. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

b. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Provider’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

c. Termination. A party may terminate this Agreement for cause (i) upon 30 days 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.

d. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section, Provider will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Provider in accordance with the “Termination” section, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Provider for the period before the effective date of termination.

e. Surviving Provisions. The sections titled “Fees” “Intellectual Property” “Confidentiality,” “Indemnification,” “Limitation of Liability,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as Provider retains possession of Customer Data.

Data

a. Customer Data. Provider will use industry-standard information security tools and procedures to protect Customer Data and Appointment Data. Provider may analyze Customer Data and Appointment Data to create aggregated and anonymized statistics or data and Provider may use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading, and maintaining all Customer Data. Provider shall operate the Service in a manner that provides reasonable information security for Customer Data and Appointment Data, using commercially reasonable data backup, security, and recovery protections.

b. Customer Responsibilities. Customer is responsible for all Customer Data that they, or End Users, upload on the Provider’s platform as part of the Service. Provider does not guarantee the accuracy, integrity, or quality of Customer Data. Customer shall not upload or otherwise make available to Provider any Customer Data that: (a) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules, or regulations; (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group

or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interferes with or disrupts the Service or servers or networks connected to the Service; (f) is harmful to minors in any way; (g) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (h) causes Provider to violate any applicable law, rule or regulation, including those regarding the export of technical data, or (i) they have not obtained consent for as required by privacy law from the patient to have their personal information transferred to Provider and used by Provider to provide and improve the Services. Provider reserves the right but has no obligation, to review any Customer Data or Appointment Data, investigate any claim related to Customer Data or Appointment Data, or take appropriate action, in its sole discretion, against the person (Customer or End Users) at the origin of the content that creates any liability for Provider. Such actions may include removing, exercising any indemnity and termination rights contained herein, and reporting such Customer Data or Appointment Data to law enforcement authorities.

c. All Customer Data and Appointment Data, shall be processed in accordance with the Provider’s Privacy Policy and applicable law.

Confidentiality

a. Definition. “Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the subscription term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, including without limitation information (tangible or intangible) regarding a Party’s technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition; (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both Parties; (ii) the Service shall be deemed Confidential Information of Provider, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential; and (iii) Customer Data shall be deemed Confidential Information of Customer. Customer feedback or suggestions regarding the Service, including potential improvements or changes thereto shall not be considered Confidential Information of Customer, and Provider may use, disclose, and exploit the feedback in any manner it chooses without any obligation to Customer. All feedback provided by Customer is provided “AS IS” and without warranty or representation of any kind.

b. Use of Confidential Information. A Party may: (i) disclose Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that, unless prohibited by law, such Party provides the other Party prior written notice of such disclosure, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; (ii) disclose the terms and conditions of this Agreement to its attorneys and financial advisors, lenders or other sources of financing, investors or acquirers; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this section (provided further that such third parties are only permitted to use

such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable); (iii) use the other Party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; and (iv) disclose the other Party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to this section.

c. Protection. The receiving Party will protect all Confidential Information of the disclosing Party from unauthorized use, access, or disclosure in the same manner as it protects its Confidential Information of a similar nature, and in no event with less than reasonable care.

d. Return or Destruction. In accordance with our commitment to data privacy and security, when you cease using our services or request termination of your account, we will promptly return or securely destroy any personal data you have provided to us. This will be done unless there are documented legal or regulatory requirements to retain the data. We aim to ensure that all user data is handled responsibly and in compliance with the highest standards of data privacy.

Warranties

a. Customer represents, warrants and covenants that it: (a) has the necessary rights and authority to enter into and perform the obligations under this Agreement and consents to have their personal information used by Provider; (b) the Customer Data (as defined herein) is accurate, complete and current; (c) Customer’s use of the Service and collection of Appointment Data (as defined herein) will comply with all applicable laws and regulations; (d) has obtained the explicit consent of its patients to collect, use, and disclose Patient Data to Provider as part of the Service and for Provider to collect and use the Patient Data to improve the Services; (e) Customer will not infringe the rights of any third party (including without limitation any intellectual property rights or privacy rights) in its use of the Service. Customer has informed all End Users of the Eligibility Requirements and shall not permit any End User to use the Service unless they agree to the Eligibility Requirements; and (f) is not located in, under the control of, or are a national or resident of any country to which the use of the Service would be prohibited by the laws of Canada or the United States or the laws of the country or jurisdiction in which they are currently residing in or subject to. Customer acknowledges that Provider is relying on Customer to ensure all End Users satisfy the Eligibility Requirements.

b. THE SERVICES ARE PROVIDED ON AN “AS–IS” BASIS, AND, PROVIDER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT (SUBJECT TO THE PROVISIONS OF ARTICLE 10), (B) THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED), TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR

RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. THE CUSTOMER ACKNOWLEDGES THAT THEY ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL INFORMATION RETURNED BY THE SERVICES. SERVICES ARE PROVIDED FREE OF CHARGE, AND BETA SERVICES ARE PROVIDED AS-IS AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

c. THIRD PARTIES. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE “HOSTING PLATFORM”) AND USES THIRD-PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE SERVICE (THE “HOSTING PLATFORM SERVICES”). ADDITIONALLY, PROVIDER USES THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT PROCESSOR”) AND PROVIDE CERTAIN LANGUAGE PROCESSING SERVICES (“AI PROVIDER”). PROVIDER MAY CHANGE ITS HOSTING PLATFORM, AI PROVIDER, OR PAYMENT PROCESSOR AT ANY TIME. CUSTOMER’S USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING PLATFORM, AI PROVIDER, AND PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PROVIDER SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE HOSTING PLATFORM, AI PROVIDER, PAYMENT PROCESSOR OR ANY OTHER THIRD-PARTY PROVIDER. CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT PROVIDER IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THE HOSTING PLATFORM, AI PROVIDER, PAYMENT PROCESSOR, OR ANY OTHER THIRD-PARTY PROVIDER.

Limitations of Liability

a. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

b. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORYOF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Mutual Indemnification

a. Indemnification by Provider. Provider will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Provider in writing of, a Claim Against Customer, provided Customer (a) promptly gives Provider written notice of the Claim Against Customer, (b) gives Provider sole control of the defense and settlement of the Claim Against Customer (except that Provider may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Provider all reasonable assistance, at Provider’s expense. If Provider receives information about an infringement or misappropriation claim related to a Service, Provider may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Provider’s warranties under “Provider Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Provider, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (IV) a Claim against Customer arises from a non-Provider application or Customer’s breach of this Agreement,

b. Indemnification by Customer. Customer will defend Provider and its Affiliates against any claim, demand, suit or proceeding made or brought against Provider by a third party (a) alleging that the combination of a non-Provider application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the Services in an unlawful manner or in violation of the Agreement (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a non-Provider application provided by Customer (each a “Claim Against Provider”), and will indemnify Provider from any damages, attorney fees and costs finally awarded against Provider as a result of, or for any amounts paid by Provider under a settlement approved by Customer in writing of, a Claim Against Provider, provided Provider (A) promptly gives Customer written notice of the Claim Against Provider, (B) gives Customer sole control of the defense and settlement of the Claim Against Provider (except that Customer may not settle any Claim Against Provider unless it unconditionally releases Provider of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Provider arises from Provider’s breach of this Agreement, the Documentation, or applicable Order Forms.

c. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

General

a. Export Compliance. The Services, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Provider and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.- embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time to time at or in violation of any U.S. export law or regulation.

b. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.

c. Headings. The headings used in the Agreement are for convenience and reference only and shall not affect the construction or interpretation of this Agreement. The term “this part” when used herein shall mean the entire part, including sections and subsections within that part, unless inconsistent with the context of such use.

d. Currency. Except where otherwise expressly provided, all monetary amounts in this Agreement are stated and shall be paid in Canadian currency.

e. Relationship of the Parties. The parties are independent contractors. This Agreement shall not be construed as creating any partnership, joint venture, or agency among the parties and no party shall be deemed to be the legal representative of any other party for the purposes of this Agreement. No party shall have and shall not represent itself as having, any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in this Agreement. A party may make known the relationship between Company and the Client, provided that such party does not disclose any Confidential Information of the other party or proprietary details of the Services.

f. Gender, Plural and Singular. In this Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, “or” is not exclusive, and “including” is not limiting, and modifications to the provision of this Agreement may be made accordingly as the context requires.

g. Alterations. No alteration or amendment to this Agreement shall take effect unless it is in writing duly executed by each of the parties.

h. Proper Law of Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of law principles, and the parties agree to attorn to the exclusive jurisdiction of British Columbia.

i. Invalidity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable.

j. Notices. Any notice, payment, or other communication required or permitted to be given or served under this Agreement shall be in writing and shall be delivered personally or by email to the party concerned at the address specified in this Agreement, or to any other address as may from time to time be notified in writing by any of the parties. In the case of Company, any such notices must also be copied and sent by email to legal@autochart.ai . Any notice, payment, or other communication shall be deemed to have been given on the day delivered, if delivered by hand, and within four Business Days following the date of posting, if mailed; provided that if there shall be at the time or within four Business Days of mailing a mail strike, slow

down or other labour dispute that might affect delivery by mail, then the notice, payment or other communication shall be effective only when delivered.

k. Force Majeure. Neither party to this Agreement shall be liable for any failure to comply with its obligations under this Agreement if the failure to comply is caused by or results from conditions or causes beyond its reasonable control including, but not limited to: shortage of water, power, pandemic, acts of God, war, terrorism, riots, fire, flood, explosion, governmental controls or regulations, embargoes, wrecks or delays in

transportation, labour disputes, civil insurrection, civil or military authority, inability to obtain necessary labour, materials of manufacturing faculties due to such causes or delays of subcontractors or supplies of each party in furnishing materials or supplies due to one or more of the foregoing causes. In the event of a force majeure, each party shall be allowed a reasonable time to fulfill the obligations under this Agreement,

considering the applicable circumstances. An event of force majeure shall not relieve the Client of its payment obligations pursuant to this Agreement.

l. Entire Agreement. The provisions of this Agreement, constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties concerning the subject matter of this Agreement. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the Company regarding future functionality or features.

m. No Strict Construction. The language in all parts of this Agreement shall in all cases be construed as a whole and neither strictly for, nor strictly against, any of the parties to this Agreement.

n. Assignment. Except with written consent of the Provider, Customer may not assign any of their respective benefits, obligations, or liabilities under or in respect of this Agreement. Provider may sign any of their respective benefits, obligations, or liabilities under or in respect of this Agreement at its sole discretion;

o. Enurement. This Agreement shall enure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the provisions of this Agreement, their respective heirs, executors, administrators, successors, and permitted assigns.