HIPAA Ready

5 Maintenance Services 5 1   The Provider shall provide the Maintenance Services to the Customer during the Term 5 2   The Provider shall provide the Maintenance Services with reasonable skill and care 5 3   The Provider shall provide the Maintenance Services in accordance with Schedule 2 (Maintenance SLA) 5 4   The Provider may suspend the provision of the Maintenance Services if Customer fails to timely pay any undisputed amount under this Agreement but only after Provider notifies Customer of such failure and such failure continues for thirty (30) days or more after the payment due date

6 Support Services 6 1   The Provider shall provide the Support Services to the Customer during the Term 6 2   The Provider shall provide the Support Services with reasonable skill and care 6 3   The Provider shall provide the Support Services in accordance with Schedule 3 (Support SLA) 6 4   The Provider may suspend the provision of the Support Services if Customer fails to timely pay any undisputed amount under this Agreement but only after Provider notifies Customer of such failure and such failure continues for thirty (30) days or more after the payment due date

7 Customer Obligations 7 1   Except to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such: (a)   co-operation, support and advice; (b)   information and documentation; and (c)   governmental, legal and regulatory licenses, consents and permits, as are reasonably necessary to enable the Provider to perform its obligations under this Agreement 7 2   The Customer must provide to the Provider, or procure for the Provider, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under this Agreement 7 3   Customer shall: (a) notify Provider immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Provider immediately and use reasonable efforts to stop any unauthorized use of the Hosted Services that is known or suspected by Customer or any user, and (c) not provide false identity information to gain access to or use the Hosted Services 7 4   Customer acknowledges that use of the Hosted Services may have inherent risks and may be governed by certain laws or regulations Customer understands and agrees that Provider is acting solely in the capacity of a technology enabler and Customer therefore assumes sole responsibility for complying with any such laws or regulations regarding use of the Hosted Services and Software

8 Customer Data 8 1   The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement The Customer also grants to the Provider the right to sub-license these rights to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement 8 2   The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law 8 3   The Provider shall create a back-up copy of the Customer Data at least monthly, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days 8 4   The Provider shall use all reasonable endeavors to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 8 3 The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration

9 Mobile App 9 1   The parties acknowledge and agree that the use of the Mobile App, the parties’ respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to this Agreement

10 No assignment of Intellectual Property Rights 10 1  Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider

11 Charges 11 1  The Customer shall pay the Charges to the Provider in accordance with this Agreement 11 2  If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 11 2 11 3  All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider 11 4  The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation

12 Payments 12 1  The Provider shall issue invoices for the Charges to the Customer from time to time during the Term 12 2  The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 12 12 3  The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or check (using such payment details as are notified by the Provider to the Customer from time to time) 12 4  If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may: (a)   charge the Customer interest on the overdue amount at the rate of 15% per annum (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month)

13 Confidentiality 13 1  Definition “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality Provider software and Documentation are deemed Confidential Information of Provider 13 2  Confidentiality During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party 13 3  Exceptions Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors

14 Data Protection 14 1  Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data 14 2  The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement 14 3  The Provider shall only process the Customer Personal Data during the Term and for not more than 90 days following the end of the Term, subject to the other provisions of this Clause 14 14 4  The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data) as set out in this Agreement or any other document agreed by the parties in writing 14 5  Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information 14 6  The Provider shall ensure that persons authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality 14 7  The Provider and the Customer shall each implement appropriate technical and organizational measures to ensure an appropriate level of security for the Customer Personal Data 14 8  The Provider is hereby authorized by the Customer, as at the Effective Date, to engage with any third parties as needed to process the Customer Personal Data 14 9  The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the Customer with the fulfillment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws 14 10 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws 14 11 The Provider shall, at the choice of the Customer, delete all of the Customer Personal Data after the provision of services relating to the processing, and shall delete existing copies except to the extent that applicable law requires storage of the relevant Personal Data 14 12 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavors promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance

15 Warranties 15 1  The Provider represents and warrants that (i) it has validly entered into this SaaS Agreement and has the legal power to do so, and (ii) it will provide the Hosted Services in a professional manner consistent with general industry standards and that the Hosted Services will perform substantially in accordance with the Documentation For any material breach of a warranty, Customer’s exclusive remedy shall be as provided in Section 20 15 2  PROVIDER WARRANTS THAT THE HOSTED SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION PROVIDER DOES NOT GUARANTEE THAT THE HOSTED SERVICES WILL BE ENTIRELY FREE OF SECURITY VULNERABILITIES AND PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT PROVIDER WILL CORRECT ALL HOSTED SERVICES ERRORS CUSTOMER ACKNOWLEDGES THAT PROVIDER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE HOSTED SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY PROVIDER (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS SAAS AGREEMENT NEITHER PROVIDER NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE HOSTED SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL PROVIDER OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS

16 Indemnification 16 1  Indemnification by Provider If a third party makes a claim against Customer that the Hosted Services infringes any patent, copyright or trademark, or misappropriates any trade secret, Provider shall defend Customer and its directors, officers and employees against the claim at Provider’s expense and Provider shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Provider, to the extent arising from the claim Provider shall have no liability for any claim based on (a) the Customer Data, (b) modification of the Hosted Services not authorized by Provider, (c) the use of biometric identification technology within the Hosted Services or Software, or (d) use of the Hosted Services other than in accordance with the Documentation and this Agreement Provider may, at its sole option and expense, procure for Customer the right to continue use of the Hosted Services, modify the Hosted Services in a manner that does not materially impair the functionality, or terminate the Term and repay to Customer any amount paid by Customer with respect to the Term following the termination date 16 2  Indemnification by Customer If a third party makes a claim against Provider that the Customer Data infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Provider and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim 16 3  Conditions for Indemnification A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim

17 Limitations and exclusions of liability 17 1  NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF PROVIDER) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections 4 4, 13, and 16

18 Force Majeure Event 18 1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event 18 2  A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must: (a)    promptly notify the other; and (b)    inform the other of the period for which it is estimated that such failure or delay will continue 18 3  A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event

19 Termination 19 1  Either party may terminate this Agreement by giving to the other party not less than 30 days’ written notice of termination 19 2  Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a)    the other party commits any material breach of this Agreement, and the breach is not remediable; or (b)    the other party commits a material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied 19 3  Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a)    the other party: (i)     is dissolved; (ii)    ceases to conduct all (or substantially all) of its business; (iii)   is or becomes unable to pay its debts as they fall due; (iv)   is or becomes insolvent or is declared insolvent; or (v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; (c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or (d)    if that other party is an individual: (i)     that other party dies; (ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii)   that other party is the subject of a bankruptcy petition or order 19 4  The Provider may terminate this Agreement immediately by giving written notice to the Customer if: (a)    any amount due to be paid by the Customer to the Provider under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and (b)    the Provider has given to the Customer written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 19 4

20 Effects of termination 20 1  Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, except that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4 10, 9, 12 2, 12 4, 13, 14, 16, 17, 20, 23, 24, 25, 26, 27 1, 27 2, 28, 29 and 30 20 2  Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party 20 3  Within 30 days following the termination of this Agreement for any reason: (a)    the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and (b)    the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement, without prejudice to the parties’ other legal rights 20 4 All refunds requested by Customer shall be subject to the CloudApper Returns Policy

21 Notices 21 1  Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 21 2): (a)    delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or (b)    sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time 21 2  The Provider’s contact details for notices under this Clause 21 are as follows: CloudApper, Inc Attn: Legal Counsel 3424 Peachtree Road NE Floor 22, Suite 64 Atlanta, GA 30326 USA 21 3  The addressee and contact details set out in Clause 21 2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 21

22 Subcontracting 22 1  Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement 22 2  The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations 22 3  Notwithstanding the provisions of this Clause 22 but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform

23 Assignment 23 1  The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under this Agreement 23 2  The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under this Agreement without the prior written consent of the Provider

24 No waivers 24 1  No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach 24 2  No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement

25 Severability 25 1  If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect 25 2  If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect

26 Third party rights 26 1  This Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party 26 2  The exercise of the parties’ rights under this Agreement is not subject to the consent of any third party

27 Variation 27 1  This Agreement may not be varied except in accordance with this Clause 27 27 2  This Agreement may be varied by means of a written document signed by or on behalf of each party 27 3  The Provider may vary this Agreement by giving to the Customer at least 30 days’ written notice of the proposed variation, providing that if the Provider gives to the Customer a notice under this Clause 27 3, the Customer shall have the right to terminate this Agreement by giving written notice of termination to the Provider at any time during the period of 14 days following receipt of the Provider’s notice

28 Entire agreement 28 1  The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter 28 2  Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement 28 3  The provisions of this Clause 28 are subject to Clause 17

29 Law and jurisdiction 29 1  This Agreement shall be governed by and construed in accordance with the state of Georgia, USA 29 2  Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the United States of America

30 Interpretation 30 1  In this Agreement, a reference to a statute or statutory provision includes a reference to: (a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and (b)    any subordinate legislation made under that statute or statutory provision 30 2  The Clause headings do not affect the interpretation of this Agreement 30 3  References in this Agreement to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided 30 4  In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things

Schedule 1 (Availability SLA)

• Introduction to availability SLA 1 1    This Schedule 1 sets out the Provider’s availability commitments relating to the Hosted Services 1 2    In this Schedule 1, “uptime” means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services