Master Subscription Agreement

The terms of this Master Subscription Agreement (“MSA”) including the SLA, DPA, and any other exhibits, addenda, or attachments hereto, together with any Order Form incorporating these terms, represent a binding services agreement (the “Agreement”) between The American HR Group, Inc. d/b/a HR for Health (“HR for Health”) a California corporation with offices at 1904 Olympic Blvd Ste 240 Walnut Creek, CA 94596 and the customer named on the Order Form (“Client”). Client’s signature on the Order Form constitutes Client’s acceptance of the Agreement as of the effective date of the Order Form (the “Effective Date”); provided, however, that for click-through purchases, the date of purchase shall constitute the Effective Date. Any individual purchasing Services on behalf of an organization represents that such individual has the authority to bind the organization to this Agreement.

1 Definitions.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Audit Reports” means the most recently completed SOC1 and SOC2 audit reports or comparable industry-standard successor report prepared by HR for Health’s independent third party auditor.

“Authorized Parties” means Client’s or an Affiliate’s Users and third party providers who are authorized by Client (1) in writing, (2) through the Service’s security designation, or (3) by system integration or other data exchange process to access Client’s Instances or receive Client Data.

“Beta Service” means a service of HR for Health that is not generally available to clients.

“Claim” means a claim, demand, lawsuit or other legal proceeding brought against a party to this Agreement.

“Confidential Information” means (1) any software utilized by HR for Health in the provision of the Service and its respective source code; (2) Client Data; (3) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how and other significant and valuable business information that would otherwise be considered to be trade secrets under Law, that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (4) the terms, conditions and pricing of this Agreement (but not its existence or parties). Confidential Information does not include any information that, without the Recipient’s breach of an obligation owed to the Discloser: (1) is or becomes generally known to the public; (2) was known to Recipient prior to disclosure by Discloser; (3) was independently developed by Recipient; or (4) is received by Recipient from a third party. Client Data will not be subject to the exclusions set forth in this definition.

“Client Data” means electronic data or information submitted to the Service by Client or Authorized Parties.

“Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its Users and/or Authorized Parties relating to the operation or functionality of the Service.

“Data Processing Addendum” or “DPA” means the Data Processing Addendum located at https://hrfh.hrforhealth.com/data-processing-addendum which may be updated by HR for Health from time to time to comply with applicable Data Protection Laws applicable to HR for Health as a Data Processor. No update will materially decrease HR for Health’s Data Processor obligations under the DPA.

“Documentation” means HR for Health’s online user guides, documentation, and help and training materials, as updated from time to time, relating to the Service.

“Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by HR for Health and made generally available for production use without a separate charge to Clients.

“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective party.

“Loss” means reasonable attorneys’ fees and any damages or costs finally awarded or entered into in settlement of a Claim.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means the ordering documents (including any online form or portal for purchases) under which Client subscribes to the Service or other services which sets forth quantities, pricing, fees, and payment terms.

“Personal Data” has the definition set forth in the DPA.

“Professional Services” means the custom integrations, on-demand HR support, advisor support, and other professional services provided by HR for Health.

“PSA” means the Professional Services Agreement located at https://hrfh.hrforhealth.com/professional-services-agreement.

“Security Breach” means (1) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or HR for Health, or incidental access to Client Data by an Authorized Party or HR for Health, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law; (2) any Personal Data Breach as defined in the DPA, and (3) any security breach (or substantially similar term) as defined by Law affecting Client Data.

“Service” means HR for Health’s software-as-a-service applications and Improvements as described in the Documentation and subscribed to under an Order Form.

“SLA” means the Service Level Agreement located at https://hrfh.hrforhealth.com/service-level-agreements and which may be updated by HR for Health from time to time. No update will materially decrease HR for Health’s responsibilities under the SLA during the Term of an applicable Order Form.

“Subscription Fees” means all amounts invoiced and payable by Client for the Services provided on a subscription basis.

“Instance” means a unique instance of the Service, with a separate set of Client Data held by HR for Health in a logically separated database (i.e. a database segregated through password-controlled access).

“User” means employees, consultants, contingent workers, independent contractors, and retirees of Client and its Affiliates whose business records are or may be managed by the Service and for whom a subscription to the Service has been purchased in an Order Form.

2 Provision of Service.

2.1 Services. HR for Health shall: (a) make the Service available to Client for use by Client, its Affiliates and Authorized Parties for whom Client enables access solely for the internal business purposes of Client and its Affiliates, subject to this Agreement, including the scope of use defined in the applicable Order Form, the SLA, and the DPA; (b) provide applicable Professional Services if purchased, subject to the terms of the PSA and (c) provide the Service in accordance with Laws applicable to HR for Health’s provision of the Service to customers generally (i.e., without regard for Client’s particular use of the Service), and subject to Client’s and its Users’ use of the Service in accordance with this Agreement, the Documentation and the applicable Order Form. HR for Health makes no guarantees as to the continuous availability of the Service or of any specific feature of the Service that: (1) is hosted by third parties; or (2) interoperates with products from third parties, including web browsers.

2.2 Beta Service. From time to time, HR for Health may invite Client to try a Beta Service at no charge. Client may accept or decline any such Beta Service in Client’s sole discretion. A Beta Service will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. A Beta Service is for evaluation purposes only and not for production use, is not considered a “Service” under this Agreement (except that the provisions of Section 3 applicable to the Service are also applicable to the Beta Service), is not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Service trial period will expire upon the earlier of 3 months after the trial start date or the date that a production version of the Beta Service becomes generally available. HR for Health may discontinue a Beta Service at any time in its sole discretion and may never make it generally available. HR for Health will have no liability for any harm or damage related to use of a Beta Service.

2.3 Free Trial. For any free trial registrations, HR for Health shall make a Service available to Client on a trial basis free of charge until the earlier of: (a) the end of the free trial period; (b) the start date of any purchased Service ordered by Client; or (c) termination by HR for Health in its sole discretion. Additional trial terms and conditions may appear on the trial registration page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.4 ANY DATA ENTERED INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR CLIENT, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CLIENT PURCHASES A SUBSCRIPTION TO THE SAME SERVICE AS THOSE COVERED BY THE TRIAL OR PURCHASES APPLICABLE UPGRADED SERVICES BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING SECTION 6 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND HR FOR HEALTH WILL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICE FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE HR FOR HEALTH’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000. HR FOR HEALTH DOES NOT WARRANT THAT: (A) CLIENT’S USE OF THE SERVICE DURING THE FREE TRIAL PERIOD WILL MEET ITS REQUIREMENTS; (B) CLIENT’S USE OF THE SERVICE 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.

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

3 Use of the Services.

3.1 Client Responsibilities. Client shall have sole responsibility for the accuracy, quality, and legality of all Client Data, shall take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify HR for Health promptly of any unauthorized access or use. Client shall not: (1) use the Service in violation of Laws or the Documentation; (2) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (3) knowingly send or store Malicious Code in connection with the Service; (4) knowingly interfere with or disrupt performance of the Service or the data contained therein; or (5) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. Client is responsible for its Affiliates and Authorized Parties compliance with the Agreement and any breach by its Affiliates or Authorized Parties will be deemed a breach by Client.

3.2 Usage Restrictions. Client shall not: (a) make the Service available to anyone other than its Users, or use the Service for the benefit of any party other than Client, its Affiliates; (b) sell, resell, license, sublicense, distribute, rent or lease the Service, or include the Service in a service bureau or outsourcing offering; (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights; (d) use the Service to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Service or third party data contained in the Service; (f) attempt to gain unauthorized access to the Service or its related systems or networks; (g) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit; (h) copy the Service or any part, feature, function, software code or user interface thereof; (i) copy the Documentation other than as reasonably needed in connection with Client’s permitted use of the Service; (j) frame or mirror any part of the Service; (k) access the Service in order to build a competitive product or service; (l) reverse engineer the Service (to the extent this restriction is permitted by Law); (m) use the Service for any benchmarking purposes; or (n) download, read, display, copy, modify or transmit any program code or documentation comprising an internal part of the Service.

3.3 Usernames and Passwords. Client shall (and shall require all Users to) keep all passwords and API keys provided by HR for Health safe and secure, and Client shall be responsible for all use of the Service using passwords or API keys issued to Client and Users. Access credentials may not be shared. Client shall: (a) provide HR for Health with accurate, complete, and up to date information; (b) update Client’s information to keep it accurate, current and complete; and (c) comply with this Agreement. Failure to provide accurate information constitutes a breach of this Agreement, which may result in immediate termination of Client’s right to access the Service. Furthermore, Client shall not: (d) give any password to any unauthorized person; (e) use the Service as the agent of a third party; (f) allow any unauthorized party to use Client’s account; (g) sell or transfer your use of or access to the Service or permit anyone else whose account was suspended or terminated to use the Service through any username or password of Client; or (h) select a username that impersonates someone else, is intended to disguise the user’s identity, is or may be illegal, may be protected by trademark or other proprietary rights, is vulgar or offensive, or may cause confusion. HR for Health reserve the right to reject any username in its sole discretion. If any User ceases to be Client’s authorized User, then Client shall immediately delete that person’s access credentials and otherwise terminate that person’s access to the Service. If any security breach or unauthorized use of Client’s account occurs, Client shall notify HR for Health immediately in writing or via email. HR for Health will not be liable for any loss you incur as a result of someone else using Client’s password and account with or without Client’s permission.

3.4 Services Do Not Constitute Legal or Other Advice. CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED HEREUNDER (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL INFORMATION, MATERIALS, FORMS, HANDBOOKS, AND ON-DEMAND SUPPORT) ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON BY CLIENT AS EITHER LEGAL, FINANCIAL, INSURANCE OR TAX ADVICE. TO THE EXTENT CLIENT REQUIRES ANY SUCH ADVICE, CLIENT REPRESENTS THAT IT WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING OR OTHER PROFESSIONALS. CLIENT SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE CLIENT OPERATES AND HAS EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE.

4 Fees and Payment.

4.1 Subscription Fees and Upgrades. Client shall pay all fees specified in an applicable Order Form in accordance with the payment terms specified therein. Except as otherwise specified in an Order Form: (a) Subscription Fees are based on the Service tier purchased and not actual usage; (b) payment obligations are non-cancelable, and fees paid are non-refundable (except as expressly set forth in this Agreement); and (c) subscription tier quantities cannot be decreased during the relevant Subscription Term. If Client upgrades or expands its use of Services (for example, to increase to a higher subscription tier or add additional locations, or additional features and functionality) within a Subscription Term (a “Subscription Upgrade”), Client agrees to pay for the Subscription Upgrade for the remainder of the Subscription Term at the pricing specified for ordering additional Services in the applicable Order Form (and if not specified, at HR for Health’s then-current list pricing). Fees for Subscription Upgrades will be charged to Client’s payment method immediately or otherwise paid in accordance with the payment terms then in effect between the parties.

4.2 Usage-Based Fees. Certain Services (or components thereof) are priced in whole or in part on actual usage (the “Usage-Based Services”), as described in the applicable Order Form. Usage may include, without limitation, transaction volume, number of employees, forms submitted, W-2s sent out, storage or bandwidth consumed, or other measurable units as specified. HR for Health shall track Client’s usage of such Services using its internal systems, and such measurements shall be determinative for billing purposes absent manifest error. Unless otherwise specified in the Order Form, usage-based fees shall be invoiced monthly in arrears and shall be due upon receipt. If applicable, HR for Health may establish thresholds, overage rates, or minimum usage commitments in the Order Form, which shall govern in the event of conflict.

4.3 Fee Increases. HR for Health reserves the right to increase Subscription Fees, provided that any increase in Subscription Fees will take effect at the beginning of the next renewal Subscription Term. For Agreements with an auto-renewal provision (other than a monthly subscriptions, which Subscription Fees may be updated on thirty (30) days’ advance written notice via email), HR for Health shall provide Client with at least forty-five (45) days’ advance written notice (via email) of such prospective increase in Subscription Fees. Fees for Usage-Based Services shall be HR for Health’s then-current pricing available at the time the Service is provided. Pricing for upgrades and renewal terms may be defined in the applicable Order Form, which shall control in case of conflict with this Section.

4.4 Payment. All Subscription Fees are paid in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. Any amounts based on consumption or Usage-Based Services shall be paid in arrears. Client shall provide a valid and updated ACH or credit card, or with a valid purchase order or alternative document reasonably acceptable to HR for Health. If Client provides ACH or credit card information to HR for Health, Client authorize HR for Health to charge the bank account or credit card for the Service as listed in the Order Form for the initial Subscription Term and any renewal Subscription Terms and any other amounts payable hereunder. Client’s credit card or other payment method will be automatically charged for the then current fees for the subscription or Services for any renewal Subscription Term unless Client provides notice of non-renewal as provided in Section 9 below. If the Order Form specifies that payment will be by a different method, HR for Health will invoice Client in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. Client is responsible for providing complete and accurate billing and contact information to HR for Health and notifying HR for Health of any changes to this information. A 3% fee will be applied on any credit card transactions.

4.5 Overdue Charges. If any amount owed is not received by HR for Health by the due date, then without limiting any other rights or remedies: (a) those charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and (b) HR for Health may condition future subscription renewals on different payment terms.

4.6 Suspension for Non-Payment. Except for fees subject to a reasonable and good faith dispute, if a payment is more than 30 days past due and HR for Health has provided at least 10 days’ written notice to Client, HR for Health may suspend the Service, without liability to Client, until such amounts are paid in full.

4.7 Payment Disputes. HR for Health will not exercise its rights under Section 4.5 (Overdue Charges) or Section 4.6 (Suspension of Service and Acceleration) above if Client is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If Client disputes an invoice, Client must notify HR for Health within thirty (30) days after the date of the invoice of the amount in dispute and the reason for the dispute and the parties shall work together in good faith to expeditiously resolve the dispute. Invoices not disputed within thirty (30) days are deemed valid and undisputed and may not later be disputed.

4.8 Taxes. Fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (collectively “Taxes”). Client shall pay all Taxes imposed on the Service or any other services provided under this Agreement. If HR for Health has a legal obligation to pay or collect Taxes for which Client is responsible under this Agreement, the appropriate amount will be computed based on Client’s address listed in the Order Form for this Agreement which will be used as the ship-to address on the Order Form, and invoiced to and paid by Client, unless Client provides HR for Health with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.9 Purchase Order Terms. Any terms or conditions on any purchase order in any way different from or in addition to the terms and conditions of this Agreement will have no effect and each party hereby rejects all such terms and conditions.

4.10 Proprietary Rights. As between HR for Health and Client, Client owns all right, title and interest to its Client Data. As between Client, HR for Health, and HR for Health’s licensors, HR for Health or its licensors own all right, title and interest to the Service, Documentation, and other HR for Health Intellectual Property Rights. Except for the limited rights expressly granted to Client hereunder, HR for Health reserves all rights, title and interest in and to the Service and Documentation, including all related Intellectual Property Rights. Client hereby grants HR for Health a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its services any Client Input. HR for Health will have no obligation to make Client Input an Improvement. Client will have no obligation to provide Client Input.

4.11 Confidentiality. Each party (the “Recipient”) shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) not to disclose or use any Confidential Information of the other party (the “Discloser”) except as reasonably necessary to perform the Recipient’s obligations or to exercise the Recipient’s rights under this Agreement or with the Discloser’s prior written permission. For purposes of clarification, this Section 4 also applies to Confidential Information either party or its Affiliates shares with the other party or its Affiliates related to potential future subscription services. Either party may disclose Confidential Information on a need to know basis to its Affiliates, contractors and service providers, including third party submission tools or online portal providers required by the Discloser for internal business purposes (“Representatives”), who are bound by confidentiality obligations at least as restrictive as those in this section. The Recipient shall be responsible for any acts or omission of its Representatives with respect to protection of the Discloser’s Confidential Information. The parties agree that (1) the Recipient’s or its Representatives’ online portal terms conflicting with the terms of this Section 4 shall not be binding on the Discloser submitting its Confidential Information to the Recipient through the Recipient’s or its Representative’s online portal, (2) this Section 4 applies to all such Confidential Information disclosed to the Recipient through such online portals; and (3) this Agreement supersedes any such “click-through” or other online terms. To the extent required by Law, the Recipient’s disclosure of the Discloser’s Confidential Information will not be considered a breach of this Agreement if the Recipient promptly provides Discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. The Discloser may seek injunctive relief to enjoin any breach or threatened breach of this section, it being acknowledged by the parties that other remedies may be inadequate.

5 Protection and Security of Client Data.

5.1 Security Program. HR for Health maintains a security program designed to protect the Personal Data of Client’s employees consistent with applicable state and federal laws and will employ commercially reasonable storage (including backup, archive and redundant data storage, on-site and off-site) and reasonable precautions to prevent the loss of or alteration to Client Data in HR for Health’s possession (“Security Program”), but HR for Health does not undertake to guarantee against any such loss or alteration. HR for Health is not, and will not be, Client’s official record keeper. Accordingly, Client will, to the extent it deems necessary, keep copies of all source documents of the information delivered to HR for Health (including any Client Data). HR for Health shall not materially decrease the protections provided by the controls set forth in HR for Health’s Security Program and Audit Reports. Upon Client’s request, HR for Health shall provide a copy of the Audit Reports. HR for Health will receive, process, store, use, and transmit Client Data to provide the Service, to prevent or address service or technical problems, verify Improvements, in accordance with the Agreement and the Documentation, on Client’s instructions, and in accordance with HR for Health’s privacy statement posted at https://hrfh.hrforhealth.com/privacy-policy or such other location as notified to Client. The privacy statement may be amended from time to time, and it is Client’s responsibility to regularly review such privacy statement. Continued use of the Service following any change to the privacy statement will constitute Client’s agreement to be bound by the revised terms of the privacy statement. Each party must comply with the terms of the DPA.

5.2 Unauthorized Disclosure. If either party becomes aware of a Security Breach, that party must promptly notify the other party, unless legally prohibited from doing so, within forty-eight hours or any shorter period required by Law except that Client is not required to notify HR for Health unless Client reasonably determines there is a threat to the Service. Additionally, each party shall reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any Security Breach, HR for Health shall conduct a root cause analysis and, upon request, shall share the results of its analysis and its remediation plan with Client. Unless prohibited by Law, each party shall provide the other party with reasonable notice of and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication.

6 Warranties and Disclaimers.

6.1 Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws. HR for Health warrants that during the Term of the Agreement: (1) the Service will perform materially in accordance with the Documentation; (2) the functionality of the Service will not be materially decreased; and (3) to the best of HR for Health’s knowledge, the Service does not contain, and HR for Health will not knowingly introduce, any Malicious Code. In the event of a breach of the warranty set forth in (1), (2) or (3), HR for Health shall correct the non-conforming Service at no additional charge to Client, and in the event HR for Health is unable to correct such deficiencies after good-faith efforts, HR for Health shall refund Client amounts paid attributable to the defective Service from the date HR for Health received such notice. Client shall use commercially reasonable efforts to notify HR for Health in writing no later than 30 days after identifying a deficiency, but Client’s failure to notify HR for Health within that period will not affect Client’s right to receive warranty remedies unless HR for Health is impaired in its ability to correct the deficiency due to Client’s failure to notify. Notice of breaches of the warranty under item (1) must be made via email to support@hrforhealth.com. The remedies set forth in this section will be Client’s exclusive remedy and HR for Health’s sole liability for breach of these warranties.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HR FOR HEALTH MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HR FOR HEALTH DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO THE CLIENT.

7 Indemnification.

7.1 HR for Health Indemnity. HR for Health shall defend Client, at HR for Health’s expense, against any third-party Claim brought against Client alleging that the use of the Service as contemplated hereunder infringes that third party’s Intellectual Property Rights and shall indemnify and hold Client harmless against any Losses arising from such third-party Claim. HR for Health will have no liability for Claims or Losses to the extent they arise from: (1) modification of the Service by anyone other than HR for Health; (2) use of the Service in a manner inconsistent with the Documentation or in violation of this Agreement; or (3) use of the Service in combination with any other product or service not provided by HR for Health. If Client is enjoined from using the Service or if HR for Health reasonably believes it will be enjoined, HR for Health may, at its sole option, obtain for Client the right to continue use of the Service or replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to HR for Health, then either party may terminate the applicable Service and HR for Health’s sole liability, in addition to the indemnification obligations in this section, will be to refund any prepaid Subscription Fees for the Service that was to be provided after the effective date of termination. This Section 7.1 states HR for Health’s sole obligation and Client’s exclusive remedy for any infringement claim.

7.2 Client Indemnity. Client shall indemnify, defend, and hold HR for Health and its Affiliates, business partners, and each of their respective directors, ofﬁcers, employees, agents, contractors, service providers, and licensors harmless from any third-party Claims and associated Losses arising out of or related to: (1) Client’s or Authorized Parties’ breach of this Agreement; (2) Client’s or Authorized Parties’ negligence or willful misconduct; (3) the use of Client Data in conjunction with the Services hereunder; or (5) any allegation that the data submitted by Client, its Affiliates or its Authorized Parties pursuant to its use of the Service as contemplated under this Agreement, infringes or misappropriates such third-party’s Intellectual Property Rights or other third party rights.

7.3 Conditions. The indemnitor’s obligations in Sections 7.1 and 7.2 are conditioned on the indemnitee: (1) promptly giving written notice of the third party Claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this section except to the extent that the indemnitor is prejudiced by such delay); (2) giving the indemnitor sole control of the defense and settlement of the third party Claim (although indemnitor may not settle any third party Claim unless it unconditionally releases indemnitee of all liability); and (3) providing to the indemnitor, at the indemnitor’s cost, all reasonable assistance.

8 Limitation of Liability.

8.1 EXCLUSIONS AND LIMITATION OF LIABILITY. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT AND CLIENT’S OBLIGATION TO PAY AMOUNTS DUE HEREUNDER, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. EXCEPT WITH RESPECT TO (1) DAMAGES CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND (2) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL HR FOR HEALTH’S OR ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE.

9 Term and Termination.

9.1 Initial Term and Automatic Renewal. This Agreement will commence on the Effective Date and will continue for the period designated in the Order Form (“Subscription Term”). Upon expiration of the initial Subscription Term of an Order Form, the Order Form shall automatically renew for the same period as described therein unless either party elects to not renew this Agreement by giving the other party at least thirty days’ written notice prior to the end of the then-current Subscription Term, in which case the Services shall end at the conclusion of the then-current Subscription Term following the stated notice. Notwithstanding the foregoing, for any Client with a monthly subscription period, the Agreement shall automatically renew for successive one-month periods unless either party gives notice of non-renewal in accordance with this section. Any reduction in Client’s subscription or quantities set forth in an Order Form must be agreed in writing by the parties at least thirty (30) days in advance of the commencement of the next Subscription Term, and any such reduction shall take effect as of the commencement of the next Subscription Term. If there is no written agreement to reduce the quantity of Client’s subscription or quantities set forth in an Order Form by such time, the Order Form will automatically renew for the same quantity for the preceding Subscription Term, as applicable. If Client attempts to terminate the Agreement during a Subscription Term other than as specified in Section 9.2 (Termination) below, HR for Health will not provide Client with a refund for any pre-paid fees; this, without derogating from HR for Health’s right to bring a claim for all fees Client is committed to paying under the Agreement, with such fees accelerating and becoming due on the date of termination.

9.2 Termination. Either party may terminate the Agreement: (1) upon 30 days’ prior written notice to the other party for a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (2) to the extent permitted by Law, immediately in the event 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. For clarity, a breach or termination of any PSA or portion of an Order Form for Professional Services will not be considered a material breach or termination of this Agreement or the portion of the Order Form for the Services not constituting Professional Services. Except for termination due to breach, Order Forms and non-cancellable and non-refundable. If the Agreement is terminated, all Order Forms are simultaneously terminated and Client shall, as of the date of any termination, immediately cease accessing and otherwise utilizing the Service (except as permitted under Sections 9.2 and 9.3) and destroy or return all HR for Health Confidential Information. For the avoidance of all doubt, HR for Health’s handbooks, policies, and other materials constitute HR for Health Confidential Information and Client may not utilize any such materials following termination of this Agreement. Client shall certify compliance with this Section within five (5) days after request by HR for Health. Upon termination by Client pursuant to this section, HR for Health shall refund Client any prepaid Subscription Fees for the affected Service that was to be provided after the effective date of termination. Termination for any reason will not relieve Client of the obligation to pay any Subscription Fees accrued or due and payable to HR for Health prior to the effective date of termination and termination for any reason other than for uncured material breach by HR for Health or as otherwise stated in this Agreement will not relieve Client of the obligation to pay all future amounts due under all Order Forms.

9.3 Retrieval of Client Data. Client must remove all Client Data from the Service prior to termination. If Client fails to remove all Client Data from the Service prior to termination, upon Client’s written request made no later than 10 days following expiration or termination of the Agreement and upon Client’s payment of an access fee at HR for Health’s then-current rates (which shall not exceed $2,000), HR for Health shall give Client limited access to the Service for a period of up to 60 days solely for purposes of retrieving Client Data (“Retrieval Period”). After such Retrieval Period and subject to HR for Health’s legal obligations, HR for Health has no obligation to maintain or provide any Client Data and shall, unless legally prohibited, delete Client Data by deleting Client’s Instance; provided, however, that HR for Health will not be required to remove copies of the Client Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases HR for Health shall continue to protect the Client Data in accordance with the Agreement. Client Data will be made available in a format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). For clarity, during the Term, Client may extract Client Data as described in the Documentation.

9.4 Surviving Provisions. Sections 2.4 and 3 - 10 will survive any termination or expiration of this Agreement.

10 General Provisions.

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Agreement.

10.2 Insurance. HR for Health shall maintain, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII at the time of policy inception. Upon Client’s written request, HR for Health shall provide a certificate of insurance evidencing the following coverages: (1) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee; (2) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement; and (3) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate. Limits for (1) and (2) may be achieved through a combination of primary and excess liability/umbrella policies to reach the level of coverage shown above. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with policy provisions.

10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement must be in writing and will be deemed to have been given upon: (1) personal delivery; and (2) the third business day after first class mailing. Notices to HR for Health must be sent to the address shown in the Order Form addressed to the attention of its Legal Department with a copy sent by email to legal@HRforHealth.com. Notices to Client must be sent to the address shown in the Order Form addressed to Client’s signatory of this Agreement. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.

10.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right or any other right. Other than as expressly stated, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.5 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement caused by unforeseeable events beyond that party’s control and where the failure or delay is through no fault of the affected party and could not have been reasonably avoided (“Force Majeure”). Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused, provided that notice of the Force Majeure event is given in writing within 15 days after the Force Majeure event begins. Such notice shall identify the nature of the Force Majeure event, its expected duration and the probable impact on the performance of the affected party’s obligations.

10.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent must not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) upon written notice without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee: (i) is an entity registered in a territory in which HR for Health is approved to provide the Service, and (ii) agrees to be bound in writing by all of the terms of this Agreement and all past due Subscription Fees are paid in full. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.7 Governing Law; Waiver of Jury Trial. This Agreement, and all Claims relating to or arising from this Agreement, are governed exclusively by laws of the State of California, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

10.8 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Client shall not make the Service available to any person or entity that: (1) is located in a country that is subject to a U.S. government embargo; (2) is listed on any U.S. government list of prohibited or restricted parties; or (3) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.

10.9 Anti-Corruption. Each party shall comply with all applicable anticorruption Laws, in relation to this Agreement. Each party agrees that it will not offer to pay or give anything of value to anyone, including foreign governmental officials or related persons or entities on either party’s behalf to corruptly: (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or direct business to any person or entity; or (iv) for the purpose of inducing or rewarding any favourable action in any matter related to the subject of this Agreement or the business of either party. Each party further agrees to keep accurate books and records in relation to this Agreement. Each party further agrees to cooperate with the other party in any anti-corruption due diligence process and/or investigation in relation to this Agreement.

10.10 Federal Government End Use Provisions (if applicable). HR for Health provides the pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and HR for Health provides only the technical data and rights as provided herein. If a government agency has a “need for” rights not conveyed under these terms, it must negotiate with HR for Health to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, HR for Health does not currently provide the Service for use in furtherance of a federal prime or subcontract.

10.11 Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form will take precedence over provisions of this MSA and over any other exhibit or attachment. Client acknowledges that it has had the opportunity to review all exhibits and attachments hereto. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Notwithstanding anything to the contrary in this Agreement, no terms or conditions in a Client purchase order or in any other Client order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. This Agreement may be executed in counterparts and/or by electronic signatures.

4892-3693-1307.7