TERMS OF USE AND SECURITY

Last update: 2025-02-04

Brellium Inc.

Brellium Inc., a Delaware corporation at 134 w 25th Street, NY, NY 10001.

3. The Effective Date and Term

   
   

This Agreement is effective on signing date (“Effective Date”).

The Initial Term shall be for twelve (12) months commencing on the Effective Date. This Agreement and the term hereof shall commence on the Agreement Effective Date and shall continue thereafter for the period of months set forth in the initial Sales Order, unless and until terminated as specifically provided in this Agreement. Thereafter the Agreement shall automatically renew for successive 12 months , unless a party gives the other party notice of intent not to renew sixty days prior to the expiration of the then current term. “Term” shall mean the initial term set forth in the Sales Order plus any renewal periods

d. The Training

Brellium shall provide Customer with the following training: Remote go-live training + Technical and Customer Support: Online and by telephone and e-mail.

Financial and License Summary

Monthly Platform Usage Fees and Maintenance:

Fees described in the payment page. Term of deal is 12 months, automatically renewing. Should either party not want to renew, the other party must be notified within 2 months of renewal date, otherwise the terms will auto-renew.

This Agreement Customer is made and entered into as of the date of the last signature below by and between Brellium, Inc., a Delaware corporation with a principal place of business at 134 w 25th Street, NY, NY 10001 (hereinafter, “Brellium”) and Customer, who submitted payment.

The MSA Terms and Conditions and Exhibits A-D set forth below are included herein by this reference.

IN WITNESS WHEREOF, the parties hereby indicate their acceptance of the terms of this Agreement, including the documents set forth above that are attached hereto and the documents referenced by hyperlink above, by causing their duly authorized officers or representatives to execute this document as of the Effective Date.

MASTER SERVICES AGREEMENT TERM AND CONDITIONS

1.0 LICENSE GRANT

1.1 Grant of License. Subject to the terms and conditions of this Agreement, including the timely payment of the monthly Subscription Fee, Brellium hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable right and license to (a) access and use the Platform (as defined below and in a Sales Order) for Customer’s internal business purposes and (b) to use the Documentation solely in connection with Customer’s permitted use of the Platform. Customer agrees that if the Platform is provided for a maximum number of clients per month, as indicated on one or more Sales Orders; however, if Customer goes over their maximum number of patients, providers, or notes per month listed on one or more Sales Orders, they will be billed within 30 days at the Overage Charge listed on the Sales Order. Except as expressly provided herein, any attempts to sublicense, sell, pledge, assign, or transfer any of the rights or this license in violation of the permitted uses shall be void from the beginning.

1.2 Permitted Uses. Customer is solely responsible for the integration of its electronic medical record database operated or licensed by Customer or its affiliated entities, up to the maximum number of databases as indicated on the applicable Sales Order (“Applicable EMR”) with the Platform. Customer shall only use the Platform to (1) extract Customer Data from the Applicable EMR (and not from any other EMR or other electronic database), and (2) use such Customer Data for analysis and identification of potential entry errors or deficiencies. For avoidance of doubt, the Platform is not intended for use in connection with making clinical decisions or delivering healthcare services to patients.

1.3 Restrictions on Use of Platform. Other than as expressly permitted under this Agreement, Customer shall not and shall not authorize, assist, or permit others to (i) use, copy, modify, alter, port, translate, localize, sell, perform, distribute, or create derivative works of the Platform (electronically or otherwise) or any copy, adaptation, transcription, translation, or merged portion thereof; (ii) translate, reverse compile, reverse assemble, reverse engineer, or otherwise attempt to derive or obtain the source code, the underlying ideas, algorithms, structure or organization of the Platform, in whole or part, or any derivative works thereof; (iii) disclose or copy the Platform or any derivative works thereof; (iv) transfer, lease, assign, or sublicense the Platform without the prior written consent of Brellium; (v) use the Platform for the benefit of any third party, including in connection with any service bureau work, multiple-user license, or time-sharing arrangement; (vi) use the Platform to develop a product which is competitive with any Brellium product or service offering; (vii) interfere with or disrupt the integrity or performance of any services associated with the Platform; (viii) use the Platform in violation of any law or regulation, including by allowing the transfer, transmission, export or re-export of the Platform or any portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, the Office of Foreign Assets Control, or any other government agency, ix remove, alter or obscure any proprietary notices in or on the Platform including copyright notices, (x) disclose or make available the Users Credentials associated with the Platform, other than to the applicable Authorized User, or (m) cause or permit any Authorized User or third party to do any of the foregoing. Notwithstanding the foregoing in this Section 1.3, Brellium acknowledges that Customer has developed its own quality assurance process and that Customer must have the ability to revert to such technology and make improvements thereto. Such improvements shall not violate Section 1.3(iii) herein so long as such improvements are for Customer’s own use and not provided to any third party.

1.4 Copyright Notices. Customer agrees not to remove or destroy any copyright notices, proprietary markings, or confidential legends placed upon or contained within the Platform.

1.5 Authorized Users. Each Authorized User will have a unique user ID and password for its, his or her access to the Platform (the “User Credentials”). Customer shall be responsible for ensuring the security and confidentiality of all User Credentials. Customer shall be liable for all actions taken under such User Credentials, whether taken by an actual Authorized User or not. Customer will provide to Brellium the name, contact information and other information reasonably requested by Brellium to register each Authorized User to use the Platform or allow each Authorized User to provide such data directly to Brellium (collectively, the “User Information”).

1.6 Customer Data. Customer hereby grants to Brellium a non-exclusive right and license to (a) transfer the Customer Data to Brellium’s servers for processing, analysis, retention, and visualization pursuant to this Section 1.7, (b) host and store the Customer Data on Brellium’s servers, (c) use, copy, create derivative works of, and perform the Customer Data, and to (d) copy, modify, use, distribute, display or disclose Customer Data in connection with Brellium’s internal operations and functions for the purpose of improvement of the Platform and any other product or service of Brellium, including, but not limited to, operational analytics and reporting, to the extent that: (1) the aggregated Customer Data does not include information that identifies or would reasonably be expected to identify Customer or any Authorized User as the source of such data; and (2) the data set into which the Customer Data is bundled includes similar data from other customers of the Platform (“Aggregated Data”).

1.7 Changes; Maintenance; Version Updates. Customer acknowledges that the Platform is not a static service and that Brellium reserves the right (but does not undertake the obligation) to make changes to the Platform. Brellium may also make additional features and functionality available to Customer via the Platform for which Brellium charges additional fees. Access to such additional features and functionality shall only be granted, and Customer shall only be charged for such additional fees, upon the Parties’ written agreement. Nothing in this Agreement shall obligate Brellium to continue to provide access to the Platform after the termination or expiration of this Agreement.

1.8 Availability of Services. Subject to Section 1.10 below, Brellium will use commercially reasonable efforts to make the Platform available for Customer to access 24 hours a day, seven days a week, excluding planned maintenance and any downtime necessary for Brellium to address an emergency or security incident.

1.9 Exclusions. Brellium shall not be responsible for (a) telecommunications or Internet failures; (b) service interruptions due to disasters, acts of God, or any other act, omission or event beyond Brellium’s reasonable control; (c) delay or failure of any third party; (d) any problem caused by improper use of the Platform by Customer or any of the Authorized Users; or (e) any security breach of Brellium’s or Customer’s systems by a hacker, virus, worm, or other intentional in-person or electronic interference.

1.10 Results of Use. CUSTOMER ACKNOWLEDGES THAT BRELLIUM MAKES NO REPRESENTATION ABOUT THE ACCURACY OR FITNESS FOR ANY PARTICULAR PURPOSE OF INFORMATION CONTAINED IN, OR GENERATED USING, THE PLATFORM. BRELLIUM ALSO MAKES NO REPRESENTATION OR WARRANTY AS TO THE PERFORMANCE OF THE PLATFORM, WHETHER IN TERMS OF ITS ABILITY TO IDENTIFY RELEVANT ERRORS OR INACCURACIES IN CUSTOMER RECORDS OR OTEHRWISE. BRELLIUM SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN CONNECTION WITH ANY BUSINESS DECISION OR OTHER ACTION UNDERTAKEN BY CUSTOMER OR ANY CUSTOMER IN CONNECTION WITH THEIR USE THE PLATFORM, AND CUSTOMER AND ITS CUSTOMERS SHALL UNDERTAKE ANY SUCH BUSINESS DECISIONS OR ACTIONS AT THEIR SOLE RISK.

1.11 Payer Clawbacks. In the event of any payer clawbacks arising from the services provided under this Agreement, the Customer shall first undertake all reasonable and necessary efforts to contest such clawbacks using all available means, with Brellium providing reasonable support as necessary. Following these efforts, Brellium commits to a diligent review process to ascertain the root cause of such clawbacks. If Brellium determines, in its sole discretion, that a clawback resulted directly from an error or oversight in our services, and the Customer has purchased the “Confidence Coverage” add-on, Brellium agrees to bear the financial responsibility for such clawbacks, limited to an amount not exceeding the total payments the Customer has made to Brellium in the 12 months preceding the first session for which funds were clawed back.This liability does not extend to clawbacks resulting from Customer-provided erroneous or incomplete requirements, specifications, or directions; changes in payer policies or regulations post-service provision; or errors in client or third-party provided patient data.

As Brellium’s analysis may occasionally be incorrect, we rely on our customers to promptly notify us of any perceived errors in our analysis. Customers must report such within 5 days upon discovery to allow Brellium the opportunity to rectify them. Failure to do so will render the customer ineligible for clawback protection under this clause.

This clause represents the sole remedy for errors attributable to Brellium's Services and is in lieu of any other legal or equitable remedies. Customer is required to promptly notify Brellium of any potential or actual payer clawback claims within 30 days, providing detailed documentation of the efforts made to contest the clawback and reasonable assistance in investigating and addressing such claims.

2.0 FEES AND OTHER EXPENSES

2.1 Subscription Fees. Customer shall pay the Subscription Fee for the Platform as described in and pursuant to the payment terms set forth in an applicable Sales Order.

2.2 Fees for Services. Customer shall pay the fees for implementation and training of the Platform (the “Implementation and Training Services”) and fees for other consulting or design services performed by Brellium for Customer (“Professional Services”) as set forth in the Sales Order or any subsequent Sales Order.

2.3 Expenses. Subject to the conditions set forth in this Section 2.3, Customer shall reimburse the following travel and travel-related expenses, if any, incurred by employees or subcontractors of Brellium during the implementation, and training of the Platform: (a) all travel expenses to and from their home to the worksite of Customer; (b) meal expenses while traveling to the worksite of Customer; (c) lodging expenses while working at the worksite of Customer; and (d) miscellaneous travel related expenses incurred as a result of traveling to the worksite of Customer (e.g., parking and tolls). In order for any such travel and travel-related expenses to be reimbursed by Customer, the following conditions must be met by Brellium: (a) all such travel and travel-related expenses must be pre-approved by Customer in writing; (b) Customer must be provided with written receipts for any such travel and travel-related expenses, which must itemize such expenses and confirm the dates on which such expenses were incurred; and (c) all travel-related expenses must be for non-local Brellium employees or subcontractors (i.e., residing more than sixty (60) miles from Customer’s address) traveling to Customer’s worksite.

2.4 Invoices. Brellium will invoice Customer consistent with the invoicing schedule described in the Sales Order. All invoices are due and payable as set forth in the Sales Order. Any fee due with a payment milestone not explicitly set forth in the Sales Order, shall be due thirty (30) days after receipt of the invoice. Any invoice not paid when due will be deemed late and will accrue late charges as of the date due. Late charges will be at a rate of 1.5% per month, or the maximum rate allowed under law, whichever is lower from the date such payment was due until the date paid. Customer agrees that it will notify Brellium in writing of any dispute with any invoice within fifteen (15) days of the invoice date. Brellium agrees to promptly review the dispute and respond with either a correction of the invoice or an explanation of the basis of finding the invoiced charge is correct.

2.5 Taxes. Unless otherwise stated, the fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes related to Customer’s access to and/or use of the Platform, its receipt of Services, its payment of the fees, or arising out of or in connection with this Agreement, other than Taxes based upon Brellium’s income. If Brellium has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 2.5, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Brellium with a valid Tax exemption certificate authorized by the appropriate taxing authority.

2.6 Fee increases. Where a change in an established fee for Implementation and Training Services, Professional Services, or the Platform is permitted in this Agreement, Brellium shall give to Customer at least sixty (60) days’ prior written notice of such change; provided that (i) no increases in fees shall occur during the initial term of this Agreement.

2.7 Additional Question Fees. The Customer shall be permitted to add up to 15 “Questions” per “Question Set Template” specified above. For every additional “Question”, the Customer will incur costs of an additional $100/month. For example, if the Customer has 2 Question Set Templates with 20 Questions each, the Customer will incur costs of an extra $1000/mo.

2.8 Additional Question Set Template Fees. The Customer shall be permitted to add up to the number of “Question Set Template(s)” specified above. For every additional “Question Set”, the Customer will incur costs of an additional $500/mo. For example, if the customer has 4 Question Sets and 2 are included in the Sales Order, the Customer will incur costs of an extra $1000/mo.

2.9 Overage Fees. If the Customer exceeds the “Included Number of Patients/Notes/Providers per Month” specified in the Sales Order for a given calendar month, the Customer will incur costs at the bucket encapsulating the Customer’s volume. For example, if the customer is on a per-patient plan for up to 500 patients, and the customer has 510 patients in a given month, the customer will be billed at the bucket one tier upwards. Increased bucket costs are to be paid prorated on the same schedule as specified in the Sales Order within 30 days. For example, if Customer is on an annual payment cycle and graduates to a higher bucket, the Customer shall pay the prorated remaining annual cost for the higher bucket within 30 days.

If the Customer is at the highest bucket, they will be billed at the overage rate specified on the sales order All overage fees must be paid within 30 days of the last day of the calendar month.

2.10 Additional/Switching EMR Fees. If the Customer exceeds the “# of EMR systems” specified in the Sales Order or switches EMR’s and requires Brellium to make changes to accommodate the additional EMR, the Customer will incur a cost of $15,000 per each additional EMR system. All Additional EMR fees must be paid within 30 days of the last day of the calendar month.

2.11 Custom Service Requests and Additional Charges. In the event that Client requests any customizations, modifications, or additional services outside of the standard scope of Brellium’s product or services ("Custom Services"), Brellium reserves the right, at its sole discretion, to assess and provide a separate quote for such Custom Services. Any agreed-upon fees for Custom Services shall be added to the Client's invoices. Brellium will provide written notice of any additional charges for Custom Services, and such charges shall be binding upon acceptance by the Client.

3.0 SERVICES

3.1 Training and Implementation Services. Brellium shall perform and provide to Customer the Implementation and Training Services as described in the Sales Order. Fees for Implementation and Training Services shall be billed by Brellium, and paid by Customer, in accordance with the Sales Order.

3.2 Professional Services. Brellium shall perform and provide to Customer the Professional Services as described in the Sales Order. Fees for Professional Services shall be billed by Brellium, and paid by Customer, in accordance with the Sales Order.

3.3 Support. Brellium shall provide Support Services for the Platform in accordance with Exhibit A hereto so long as the Subscription Fees due and payable under this Agreement have been paid.

3.4 Quality Assurance and Tools and Services. Should Customer purchase Quality Assurance Tools and Services pursuant to a Sales Order, Brellium shall provide such Tools and Services pursuant to the terms and conditions in such Sales Order and the Quality Assurance Tools and Services Terms of Use attached hereto as Exhibit B.

4.0 OBLIGATIONS OF CUSTOMER

4.1 Network Connectivity and Hardware. Customer shall be solely responsible, at its own expense, for acquiring, installing and maintaining: (a) all connectivity equipment, hardware, software, communication lines, services, interface devices, and other equipment as may be necessary for its Authorized Users to connect to, access and use the Platform; (b) all medical devices and other equipment or hardware to be used with the Platform, and (c) all other equipment, hardware, software, and other materials specified by the Parties in writing as being a responsibility of Customer.

4.2 Connection with Applicable EMR. During the Term, Customer shall ensure that Brellium has access to Customer’s Applicable EMR system so that Brellium can perform set-up, trouble shooting, reporting, and other administrative tasks. The Customer is responsible for paying any fees levied by the Applicable EMR system, including but not limited to, per-client fees and implementation/integration fees. If the Applicable EMR system makes any changes that affect Brellium's ability to access Customer’s data, Brellium will make reasonable efforts to assist in resolving the issue. However, the Customer remains liable for all obligations under this Agreement, including payment obligations, for the duration of the Term.

4.3 Customer Data. Customer acknowledges that it would be a material breach of this Agreement (which breach is incapable of being cured) if Customer created or provided any Customer Data in a manner that does not comply with this Agreement and/or with applicable laws and regulations. Brellium is entitled to make such judgments in its sole discretion and may remove or block access to the Platform, Customer Data, or declare this Agreement in material breach. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Brellium will not have any liability whatsoever for the accuracy, completeness, or timeliness of the Customer Data. Customer agrees that Brellium’s obligation to maintain any Customer Data obtained in the course of this Agreement shall not extend beyond the later of any termination or expiration of this Agreement.Customer acknowledges that Brellium is reliant on Customer to give written approval and give direction as to the extent to which Brellium is entitled to access Customer Data. Consequently, Brellium will not be liable for any claim brought by a third party, including any private person or governmental entity, arising from any action or omission by Brellium, to the extent that such action or omission resulted directly from Customer’s instructions. In accordance with applicable law, Customer shall be solely responsible for obtaining any and all consents and authorizations necessary to use, disclose and process Customer Data and any other persons whose PHI or Personal Information is to be provided under this Agreement. Customer shall promptly notify Brellium if there is any request, complaint, or demand that would impact Brellium’s ability to process Customer Data in compliance with the Agreement. Each party agrees to implement and maintain physical, technical, and administrative safeguards to protect Customer Data, taking into account the nature of the processing of such data. Each party shall promptly notify, if legally permitted, and cooperate with the other party to the extent reasonable and necessary for the other party to comply with, any requests, demands, notices, investigations, complaints, or other actions from third parties (including, without limitation, from individuals or governmental authorities) related to either party’s processing of Customer Data. Each party shall notify the other party without undue delay of any confirmed security incident that leads to unauthorized access, misappropriation, loss, damage, or other compromise of the security, confidentiality, availability, or integrity of Customer Data.

4.4 Additional Obligations. In the use of the Platform, Customer warrants that it will comply with all applicable federal, state, and local laws, including laws relating to privacy and the collection of personal information. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Brellium promptly of any such unauthorized use.

4.5 Protected Health Information. If Customer is a “covered entity” or a “business associate” and provides “Protected Health Information” (as those terms are defined in 45 CFR § 160.103) to Brellium, the Business Associate Agreement is incorporated by reference into this Agreement.

5.0 USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION

5.1 Use and Disclosure of Confidential Information. Each party may use the other party’s Confidential Information only to the extent reasonably necessary to perform such party’s obligations hereunder and/or to receive the full benefit of the rights granted to such party hereunder, and neither party shall disclose the other party’s Confidential Information, other than (i) to such party’s permanent employees and persons under such party’s control, including, but not limited to, third party independent contractors who need to know the other party’s Confidential Information to perform their duties to the other party; or (ii) as required by applicable law or court order.

5.2 Standard of Care. Each party shall hold the other party’s Confidential Information in strict confidence and use the same degree of care to prevent disclosure or unauthorized use of any of the other party’s Confidential Information as it would provide to protect its own valuable proprietary information, but in no event less than a reasonable degree of care. Brellium will implement, maintain, and fully comply, for as long as Brellium controls, possesses, stores, transmits or processes Customer’s Confidential Information, with a comprehensive, written information security program that includes, without limitation, a written incident response plan and documentation of its security policies, controls, and procedures that are consistent with generally accepted industry standards and practices and the requirements of this Section 5. In particular, Brellium represents and warrants that it has, and will continue to have for as long as it retains Customer Confidential Information, adequate technical, administrative, and physical safeguard measures, in compliance with all applicable laws, to (i) to ensure the security and confidentiality of records and information; (ii) to protect against any anticipated threats or hazards to the security or integrity of such records; (iii) to protect against unauthorized access to or use of such records or information which could result in substantial harm or inconvenience to any customer; and (iv) prevent any unauthorized disclosures of Customer Confidential Information. Brellium shall review its information security program not less than annually and whenever there is a change in applicable law, practices or regulatory requirements. Brellium shall have a designated employee or group of employees who shall maintain and monitor such information security program. Brellium shall develop, implement and maintain, at Brellium's own expense, a proven system or methodology to audit for compliance with the requirements in this Section. In addition, Brellium shall ensure that Brellium Agents shall not retain any Customer Confidential Information on personal or home computers, in personal email, or any other equipment or access not provided and issued by Brellium. In the event that Brellium becomes aware of a breach of this Section or any unauthorized access to or disclosure of Customer’s Confidential Information, Brellium shall immediately notify Customer in writing and take any and all necessary measures to prevent any further breach. Brellium shall establish and maintain an anti-fraud policy and program consistent with industry standards. In addition, neither party shall make any unauthorized commercial use of the other party’s Confidential Information.

5.3 Copies. Neither party shall make any copies of any of the other party’s Confidential Information, except as reasonably necessary to perform such party’s obligations hereunder and/or to receive the full benefit of the rights granted to such party hereunder.

5.4 Disclosure by Law. If a party is required by applicable law or by interrogatories, requests for information or documents, subpoena, or similar process to disclose any of the other party’s Confidential Information, unless the party is prohibited from doing so or there is a clear indication of illegal conduct or risk of harm, such party shall provide the other party with prompt written notice of such request or requirement so that the other party may seek an appropriate protective order and/or waive such party’s compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, a party nonetheless is compelled to disclose any of the other party’s Confidential Information or else stand liable for contempt or suffer other liability, such party may disclose only that portion of the other party’s Confidential Information which such party deems necessary to fulfill the applicable legal requirements.

5.5 Return or Destroy. At the disclosing party’s request, each party shall return the other party’s Confidential Information. However, each party shall (i) be permitted to retain and use a copy of the other party’s Confidential Information for the sole purpose of complying with applicable law, regulatory authority or existing internal document retention policies, and (ii) not be required to return, destroy, delete, or modify any backups or other media made pursuant to automated archival processes in its ordinary course of business, provided in each case that any such Confidential Information retained (a) shall remain subject to the confidentiality obligations of this Agreement; and (b) not be readily accessible to users. The provisions of this Section shall survive termination of this Agreement for so long as the Confidential Information remains confidential.

INTELLECTUAL PROPERTY

6.1 Brellium Intellectual Property. The Platform, Content (as defined below) and Documentation are (a) proprietary, copyrighted works protected by copyright laws, treaties, and conventions of the United States; and (b) contain trade secrets and Confidential Information (as defined below) of Brellium protected under applicable law. Brellium retains all ownership of all right, title, and interest in and to the Platform, Content, related Documentation, and Aggregated Data, including all modifications, enhancements and derivatives thereof, and all copyright, trade secret, patent and other intellectual property rights contained therein, subject only to the limited rights granted to Customer above. Brellium shall also exclusively own all (i) deliverables, work product, creations, inventions, and developments resulting from the Platform or otherwise related to this Agreement; and (ii) changes, modifications, upgrades, updates, additions, new versions, and derivative works to the Platform, Content, related Documentation, and Aggregated Data (collectively, the “Brellium IP”), whether such Brellium IP is made by or on behalf of Brellium, Customer or their employees, agents or otherwise. To the extent that any Brellium IP, including all associated intellectual property rights, are not owned in their entirety by Brellium immediately upon their creation, Customer agrees to assign (and hereby automatically assigns) all right, title and interest therein to Brellium, without any requirement of consideration or further documentation. Customer agrees to take such further action and execute such further documentation as Brellium may reasonably request to give effect to this Section 6.1. Customer shall not challenge the validity of any proprietary rights of Brellium in the Platform, the Brellium IP, or any other intellectual property right of Brellium. “Content” means all data residing on Brellium’s Platform and/or provided by Brellium or otherwise made available to Customer through the Platform or as a part of this Agreement.

6.2 Suggestions. Customer and its Authorized Users may provide to Brellium suggestions, ideas, enhancement requests, feedback, recommendations or other information (excluding Customer Data) relating to the operation of the Platform or provision of the Platform (collectively, “Feedback”). Customer agrees that all Feedback shall be deemed, at the time of communication to Brellium, the property of Brellium, and Brellium shall be entitled to full rights of ownership, including without limitation, unrestricted use and/or disclosure of such Feedback for any purpose, commercial or otherwise, without compensation to or acknowledgement of Customer or any of its personnel. Notwithstanding the foregoing, Customer shall not disclose, divulge, or communicate any of its own Confidential Information or any third party’s confidential information or intellectual property as Feedback to Brellium.

7.0 REPRESENTATIONS AND WARRANTIES

7.1 Warranty as to No Viruses or Malicious Codes. Brellium warrants and represents to Customer that the Platform does not contain any time bomb, trap door, disabling device, automatic restraint, trojan horse, cookies, contaminants, commands, or other codes that would allow Brellium to: (i) discontinue Customer’s effective use of the Platform; (ii) erase, destroy, corrupt, or modify any data of Customer, Customer’s employees, agents, and/or patients, or any Authorized User, without the express written consent of Customer; or (iii) bypass any internal or external software security measure to obtain access to any hardware or software of Customer or Customer’s employees, agents, and/or patients, without the express written consent of Customer. Brellium further warrants that the Platform will be free from any harmful, hidden program or data incorporated in a software program or chip that destroys or impairs the program and/or data from processing its normal business operations or destroys or impairs other data and/or programs used by Customer (“Virus”) at the time of delivery or use, as applicable, and the Platform will be free from any Virus at the time of use, and the Platform will have undergone a commercially reasonable quality assurance procedure to ensure that there are no Viruses that will obstruct or prevent Customer’s use of the Platform.

7.2 Other Representations and Warranties.

7.2.1 Brellium represents and warrants to Customer as follows:

7.2.1.1 That all of the Services to be provided by Brellium hereunder will be performed in a professional manner by qualified personnel or qualified contractors; and

7.2.1.2 In providing the Platform and Updates and in performing Services hereunder, Brellium and its employees, agents, and contractors shall comply with all applicable Federal, state, and local laws and regulations, including, without limitation, HIPAA (as defined below) and the rules and regulations promulgated thereunder, and all applicable United States import and export laws, statutes, and regulations, including, but not limited to, the Export Administration Regulations and International Traffic in Arms Regulations.

7.2.1.3 The Platform and any deliverables, and/or Brellium Intellectual Property provided to Customer under this Agreement are either (i) Brellium’s original work; (ii) public domain materials; or (iii) owned by a third party from who Brellium has or will have acquired all rights necessary to fulfill its obligations, and to transfer or grant Customer the rights, set forth in this Agreement. Brellium warrants that neither its provisions of the services, any deliverables, Platform, Documentation or Brellium Intellectual Property nor Customer’s receiving or use of the same will infringe or violate any third party’s intellectual property rights (including copyrights, patents, trade secrets, trademarks and know-how) or other rights.

7.2.1.4 The Platform will operate in substantial conformance with its Documentation during the term of this Agreement.

7.2.2 Customer represents and warrants to Brellium that:

7.2.2.1 It has the right to use all Customer Data and to provide all Customer Data to Brellium;

7.2.2.2 That the use and delivery of such Customer Data will not infringe the intellectual property rights of any third party, misappropriate the trade secret rights of any third party, or violate the privacy rights of any person;

7.2.2.3 It has and will maintain all third-party consents and approvals that are required in connection with Brellium accessing, processing, storing, and/or otherwise using Customer Data, including Protected Health Information and Personal Information;

7.2.2.4 All Providers are licensed medical professionals and are in good standing in the states such Providers are providing medical care; and

7.2.2.5 None of the Customer Data will violate any applicable laws or regulations, including, without limitation, state and obscenity, decency or privacy standards, regulations, rules or statutes.

7.3 WARRANTY DISCLAIMER. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BRELLIUM DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE PLATFORM OR ANY SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BRELLIUM SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO

THE PLATFORM, THE DOCUMENTATION, THE PERFORMANCE OF THE PLATFORM, THE RESULTS OBTAINED THEREFROM, AND/OR ANY MATERIALS OR SERVICES FURNISHED TO CUSTOMER UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PLATFORM, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER.

CUSTOMER AGREES THAT BRELLIUM WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DEVICES, GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES OR THIRD PARTY MANUFACTURERS, OR FOR ANY DAMAGES OR LOSSES CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE DEVICES, CONTENT, OR BUSINESS PRACTICES OF ANY THIRD-PARTY.

VARIOUS EXPRESSIONS OF MEDICAL RELATED INFORMATION, ANALYSIS AND/OR REASONING MAY BE PROVIDED THROUGH THE PLATFORM AND MAY BE USED BY CUSTOMER AND ITS REGISTERED USERS. WHILE SUCH MEDICAL INFORMATION PROVIDED BY THE PLATFORM MAY ENHANCE THE QUALITY OF CLINICAL REASONING, IT IS NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A PHYSICIAN OR OTHER HEALTH CARE PROVIDER AND IN NO EVENT SHOULD ANY SUCH INFORMATION BE USED AS THE SOLE OR PRIMARY BASIS FOR CLINICAL DECISION-MAKING OR CLINICAL REASONING. THE PLATFORM DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSES OR RECOMMENDATIONS ABOUT MEDICAL TREATMENT, AND DOES NOT RECOMMEND OR ENDORSE ANY PRODUCTS, ACTIONS OR INFORMATION FOR ANY PARTICULAR CIRCUMSTANCES. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ASSURING APPROPRIATE USE BY ITS REGISTERED USERS OF ALL MEDICAL INFORMATION PROVIDED THROUGH THE PLATFORM AND FOR COMMUNICATING THE CONTENT OF THIS SECTION TO ITS REGISTERED USERS AND ANY OTHER PERSONNEL WHO MAY HAVE ACCESS TO THE MEDICAL INFORMATION PROVIDED THROUGH THE PLATFORM. NOTHING CONTAINED IN THE PLATFORM IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL, OR ANY OTHER PROFESSIONAL ADVICE, DIAGNOSIS OR TREATMENT. THE PLATFORM DO NOT CONSTITUTE THE PRACTICE OF MEDICINE OR ANY MEDICAL OR PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT. BRELLIUM IS NOT RESPONSIBLE FOR ANY CLAIMS OR INJURY OF ANY KIND ARISING OUT OF OR RELATED TO CUSTOMER’S OR ITS REGISTERED USERS’ RELIANCE ON INFORMATION, INCLUDING BUT NOT LIMITED TO THE CONTENT, CONTAINED WITHIN OR TRANSMITTED THROUGH THE PLATFORM.

8.0 LIABILITY AND INDEMNIFICATION

8.1 Intellectual Property Infringement. Brellium agrees to and shall defend, indemnify, and hold harmless Customer and all of its directors, officers, employees, servants, agents, successors, and assigns from and against any claim, suit, demand, action, loss, cause of action, damages, cost, judgment, penalty, fine, liability and expense (including, without limitation, reasonable and actual attorneys’ fees and expenses) arising out of, resulting from, or alleging any claim that the Platform, Updates, customizations or any component thereof, infringes any patent or copyright, trade secret, trademark, trade dress, or any other intangible property or proprietary right of any third party. Customer shall give Brellium prompt written notice of such claims relating thereto. Brellium shall have sole control of the defense of such action and all related settlement negotiations, and Customer shall provide Brellium with all reasonably necessary assistance, information, and authority to perform the foregoing at Brellium’s sole expense.

If a temporary or final injunction is obtained against Customer’s use of the Platform or Updates, or any component thereof, by reason of infringement of any patent or copyright, trade secret, trademark, trade dress, or any other intangible property or proprietary right, Brellium, at its option and expense, shall either: (a) procure for Customer the right to continue to use of the Platform and Updates, and the component parts thereof; or (b) replace or modify for Customer the Platform and Updates, and the component parts thereof, so that it no longer infringes or they no longer infringe such patent or copyright, trade secret, trademark, trade dress, or any other intangible property or proprietary right, so long as the functions, performance, or other aspects of the Platform and Updates, and the component parts thereof, are not materially impaired and continue to conform to the applicable specifications and the performance requirements under this Agreement. If neither of the foregoing alternatives is commercially practicable, Brellium shall have the right to require Customer cease using the Platform, and Brellium shall cease charging Customer all applicable Subscription Fees, and the license granted for such Platform shall terminate with no continuing obligation or liability of Brellium to Customer. Brellium’s obligations in this Section 8.1 do not apply to the extent: (1) the infringement arises out or Customer’s modification of the Platform or use of the Platform in combination with items not provided by Brellium and provided that such modification or combination was not contemplated in writing by the parties or permitted in the documentation; or (2) if Customer settles or makes any admissions about a claim without Brellium’ prior written consent.

8.2 Indemnification by Customer. Customer agrees to and shall defend, indemnify, and hold harmless Brellium and all of its directors, officers, employees, servants, agents, successors, and assigns from and against any claim, suit, demand, action, loss, cause of action, damages, cost, judgment, penalty, fine, liability and expense (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or resulting from: (i) Customer’s breach of any of the provisions under this Agreement; (ii) Customer’s violation of any law, statute, ordinance, order, rule or regulation, or (iii) Customer’s breach of any third-party’s terms of use, privacy policy, acceptable usage policies, or other similar policies, including those of the Applicable EMR. Brellium shall provide Customer with (a) prompt written notice of any such claim of which Brellium becomes aware; (b) all reasonable assistance and documentation in Brellium’s possession requested by Customer to defend such claim; and (c) control over the defense and settlement of such claim, provided that Customer shall not agree to any settlement or other disposition that imposes any obligation on Brellium.

8.3 LIMITATION OF LIABILITY. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR CRIMINAL ACTIVITY, BRELLIUM’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE SUM OF THE FEES PAID BY CUSTOMER DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE ALLEGED LIABILITY AROSE. IN NO EVENT WILL BRELLIUM HAVE ANY LIABILITY TO CUSTOMER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES TO CUSTOMER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OR REVENUE, INTERNAL COSTS OF INVESTIGATION AND/OR REMEDIATION, LOSS OF USE OR OF DATA, ANY UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S COMPUTERS, COMPUTER SYSTEMS, DATA FILES, PROGRAMS OR INFORMATION, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT BRELLIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION REPRESENT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES.

9.0 MARKETING AND PROMOTIONAL USE

9.1 Customer hereby grants Brellium the non-exclusive right to use Customer's name, logo, and relevant project details in Brellium's marketing and promotional materials. This includes, but is not limited to, Brellium's website, case studies, presentations, promotional videos, and other marketing collateral.

9.2 Brellium agrees to ensure that any information displayed or disclosed shall be accurate and in no way misleading regarding the nature of the relationship between Customer and Brellium or the services rendered.

9.3 Customer may, upon written request to Brellium, review and approve any specific use of its name, logo, or project details, which approval shall not be unreasonably withheld. If Customer does not respond within fourteen (14) days of receiving such request, the use shall be deemed approved.

9.4 Brellium acknowledges and agrees that all rights in and to Customer's name and logo are the exclusive property of Customer, and nothing in this clause shall be construed as a transfer or assignment of any rights to Brellium, except for the limited rights expressly granted herein.

9.5 Customer reserves the right to request the removal or modification of any marketing or promotional material that they believe is inaccurate, misleading, or otherwise objectionable. Upon such request, Brellium shall promptly comply and make the necessary amendments.

9.6 Customer agrees to cooperate with Brellium in the creation of a case study detailing their use and experience of Brellium's services/products. This cooperation shall commence no later than three (3) months following the initiation of this contract and continue until completion of the case study. Customer is required to provide relevant information, feedback, and data as reasonably requested by Brellium. The format, content, and scope of the case study will be determined by Brellium, in consultation with Customer, who agrees to provide honest and accurate information. Customer grants Brellium the right to use the case study in its marketing and promotional materials, respecting any confidentiality and proprietary interests as outlined in this contract. Any sensitive information shared during the case study creation will be kept confidential by both parties, except as necessary for the case study's development and use. Brellium will provide a draft of the case study for Customer's review and approval before public use or dissemination, with the understanding that Customer will not unreasonably withhold or delay such approval.

10.0 GENERAL

10.1 No Partnership Between the Parties. This Agreement is entered into by Brellium and Customer with the mutual understanding that they are unrelated parties. Nothing in this Agreement is intended by the parties nor shall be construed by Brellium, Customer, or any other party to create a partnership, joint venture, or agency relationship between them. Rather, in performing the services to be rendered hereunder, Brellium is an independent contractor of Customer and performs similar services for other parties. Each party shall be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes.

10.2 Governing Law and Venue; Arbitration. This Agreement shall be deemed to have been entered into and to be performed in the State of Delaware, and shall be governed, construed, and enforced in accordance with the laws of the State of Delaware. Excepting non-payment of undisputed invoiced amounts due to Brellium, in the event of a dispute between the parties, they agree to negotiate in good faith for a period of thirty (30) days in order to resolve the dispute. In the event that any dispute, claim, question or disagreement arising from or related to this Agreement or a breach of this Agreement cannot be settled by the parties’ good faith negotiations, either party may, by written notice to the other, demand arbitration of the matter. The arbitration will be conducted in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except to the extent that the AAA Rules conflict with or are modified by the provisions of this Section, in which event the provisions of this Section will control. The parties will attempt to select a single arbitrator by mutual agreement. If they are unable to do so, the parties may request the AAA to select a single arbitrator that is a retired judge. The decision of the arbitrator will be binding and conclusive. Judgment upon any award rendered by the arbitrator may be entered in any court in Delaware having jurisdiction. Any such arbitration will be held in a reasonably convenient location acceptable to both parties in Delaware. The arbitrator may apportion some of a party’s legal fees to the other party based on the extent to which the party prevailed and the extent to which each party complied with the arbitrator’s guidelines for conduct of the arbitration. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT TO ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR UNDER THIS AGREEMENT OR ITS INTERPRETATION. Provided, however, Brellium reserves all rights to pursue injunctive relief in a court of law outside the arbitration process set forth above in the event of a claim relating to use of the Platform that is in violation of the US Copyright Act or for use by Customer, its representatives or assigns of the Platform outside the scope permitted under Section 1 hereof.

10.3 Notice. Any and all notices, designations, consents, offers, acceptances, or other communications required herein shall be given to either party, in writing, by receipted personal delivery or deposited in certified mail addressed to the addressee as set forth on the signature page hereto for each respective party (unless notice of a change of address is furnished by a party to the other party hereto) and to the attention of the CEO and with return receipt requested, effective upon receipt.

10.4 Waivers. No failure or delay on the part of a party to this Agreement in exercising any right, power, or privilege hereunder shall operate as a waiver, thereof, nor shall a single or partial exercise of any right, power, or privilege preclude any other further exercise of any other right, power, or privilege. In no event shall the making by Customer of any payment to Brellium constitute or be construed as a waiver by Customer of any breach of this Agreement, or any default which may then exist, on the part of Brellium, and the making of any such payment by Customer while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to Customer in respect to such breach or default.

10.5 Disregarding Titles. The titles of the sections in this Agreement are inserted for the convenience of reference only and shall be disregarded when construing or interpreting any of the provisions of this Agreement.

10.6 Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. One or more counterparts of this Agreement may be delivered by facsimile or electronically, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart thereof. The parties intend that delivery of a counter-part of this Agreement electronically shall constitute a binding original of the Agreement.

10.7 Amendment. Modifications, amendments, or waivers of any provision of this Agreement may be made only by the written mutual consent of both of the parties hereto.

10.8 Assignment. Any license granted hereunder by Brellium is solely to Customer and none of the rights granted hereunder may be assigned, sold, sublicensed, or otherwise transferred by Customer or by operation of law without the prior written consent of Brellium, which may not be unreasonably withheld. Brellium may assign its rights and delegate its duties hereunder at any time without the consent of Customer.

10.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the successors and permitted assigns of the parties hereto.

10.10 Export/Import Administration. Customer represents and warrants that if Customer assigns or transfers the Platform pursuant to the terms of this Agreement to any foreign national, or person or entity outside of, or for use outside of, the United States of America, Customer agrees hereby to comply fully with all applicable export / import laws and regulations of the United States of America or other countries.

10.11 Completeness of the Agreement. This Agreement, the attached Exhibits and Sales Orders, and the additional and supplementary documents incorporated herein by specific reference contain all the terms and conditions agreed upon by Brellium and Customer and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind either Brellium or Customer.

10.12 Severability. If any provision of this Agreement is declared by any court having competent jurisdiction to be invalid, such provision shall be deemed deleted and shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect. If the removal of such provision would result in the illegality and/or unenforceability of this Agreement, this Agreement shall terminate as of the date in which the provision was declared invalid.

10.13 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of this Agreement and the undersigned are the only parties to this Agreement.

10.14 Order of Precedence. The Agreement shall be comprised solely of the following documents. In the event of an inconsistency or conflict in terms, precedence shall be given in the order indicated:

The Business Associate Agreement;

These Terms and Conditions;

Exhibits;

Sales Order(s); and

Any Amendments to the Agreement in reverse chronological order.

10.15 Non-Solicitation. Neither party shall directly or indirectly solicit for or offer employment or otherwise induce employment of any employee or contractor of the other party that the other party or its affiliate became aware of as a result of the performance of this Agreement, or communicate in any manner with such employees about offering employment opportunities with any third party, during the Term and for a period of two (2) years after the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, neither party nor its affiliates are prohibited from engaging in any general advertising and hiring any employee of the other party who responds to such general solicitations, so long as the solicitation is indirect and general in nature and does not specifically and solely target any of the other party’s employees.

10.16 Force Majeure. Brellium shall have no liability to Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock- outs or other industrial disputes (whether involving the workforce of Brellium or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Customer is notified of such an event and its expected duration.

10.17 Insurance. Brellium represents that it does carry and will continue to carry, with insurance companies rated A- VII or better by A.M. Best Company, the insurance coverage set forth in Exhibit C, continuously during the term of this Agreement, and thereafter as provided herein.

11.0 CERTIFICATION OF AUTHORITY TO SIGN THE AGREEMENT

The persons signing this Agreement on behalf of the parties hereto certify by said signatures that they are duly authorized to sign this Agreement on behalf of said parties and that this Agreement has been authorized by said parties.

12.0 DEFINITIONS

The following definitions shall apply to this Agreement, including all schedules, exhibits, and Sales Orders:

12.1 Patient. “Patient” means a Patient/Consumer who has a direct, patient relationship with Customer, and whose data is ingested into the Platform.

12.2 Authorized Users. “Authorized Users” means the number of Customer’s Providers and Users that may access the Platform as specified in the Sales Order.

12.3 Business Associate Agreement. “Business Associate Agreement” means the agreement located at https://brellium.com/baa containing provisions required by HIPAA to protect confidentiality of the Protected Health Information of Customer’s patients. By default, all covered entities that use Brellium in trial or in production are automatically subject to the Business Associate Agreement.

12.4 Confidential Information. “Confidential Information” means any information relating to, or disclosed in the course of, this Agreement, which is designated as ‘confidential’ or ‘proprietary’ or some similar designation or information which is or should be reasonably understood to be confidential or proprietary to the disclosing party. Confidential Information includes but is not limited to the Platform, Brellium software, the Documentation, the terms and pricing under this Agreement, trade secrets, business strategies, specifications, technical data, and all Sales Orders and Statements of Work. Confidential Information shall not include information (a) already known to either party at the time of receipt thereof from the other; (b) that was readily available to the general public at the time of receipt thereof from the other; (c) that subsequently becomes known to the general public through no fault or omission on the part of the party receiving such information; (d) that is subsequently disclosed by a third party which has a bona fide and legal right to make such disclosure; or (e) that is required to be disclosed by a court of competent jurisdiction or other governmental authority or pursuant to applicable law, provided that the receiving party shall give prompt notice to the disclosing party prior to any such disclosure and reasonably assist the disclosing party in seeking a protective order.

12.5 Customer Data. Customer Data means the User Information and all information and data that (i) any Authorized User or Customer transmits to or makes available to Brellium using the Platform, including through the use of the Applicable EMR or (ii) is created or processed by Brellium or the Platform in connection with this Agreement. For clarity, Customer Data includes Personal Information and Protected Health Information.

12.6 Default. “Default” means (A) a party’s material breach of any of its obligations hereunder which is not cured within thirty (30) days after receiving written notice of such default from the other party pursuant to Section 10.3 herein; (B) Customer’s failure to pay any undisputed fee within twenty (20) days of the due date; (C) the dissolution of a party; (D) a party has a receiver, trustee, custodian, or similar agent appointed to or take possession of any of its property or business; (E) a party ceases to operate business in the ordinary course for more than ten (10) consecutive days; (F) a party files or has filed against it a petition (or other document) under any bankruptcy law or similar law that has not been dismissed within ninety (90) calendar days after the filing of such petition (or document); (G) a party undergoes any dissolution, liquidation, composition, financial reorganization, or recapitalization with creditors and such action impairs the party’s ability to perform under this Agreement; or (H) a party makes a general assignment or trust mortgage for the benefit of its creditors.

12.7 Documentation. “Documentation” means the user manual(s) for use of the Platform, whether provided in hard copy or electronically.

12.8 Error. "Error" means a reproducible failure of the Platform to perform in accordance with the Documentation.

12.10 Implementation and Training Services. “Implementation and Training Services” have the meaning described in Section 2.2.

12.11 Patient Terms of Use. “Patient Terms of Use” means the terms and conditions each Patient shall enter into directly with Brellium through the Platform in the form prescribed by Brellium as amended from time to time.

12.12 Personal Information. “Personal Information” or “PI” means data that relates to a Patient who can be identified from the data provided to Brellium.

12.13 Platform. “Platform” means the executable version of Brellium’s software as a service platform with the specific functional features described in the Sales Order attached hereto and any Updates.

12.14 Professional Services. “Professional Services” have the meaning described in Section 2.2.

12.15 Protected Health Information. “Protected Health Information” or “PHI” shall have the meaning ascribed to it in Title II, Subtitle F of the Health Insurance Portability and Accountability Act ("HIPAA").

12.16 Providers. “Providers” means the Customer’s Physicians or Mid-Level Providers authorized by Customer to access the Platform.

12.17 Sales Order. “Sales Order” means an order form provided by Brellium to Customer pursuant to which Customer orders Services or a license to the Platform.

12.18 Statement of Work. “Statement of Work” means a written document created and signed by authorized representatives of each party after execution of the Agreement which may include additional customization of the Platform pursuant to a license beyond that identified in the applicable Sales Order.

12.19 Subscription Fee. “Subscription Fee” means the fees paid by Customer to license via software as a service the Platform as defined herein and in applicable Sales Order(s). Payment of Subscription Fees also entitles Customer to receive Support Services for the Platform.

12.21 Support Services. “Support Services” means the support services described in Exhibit A.

12.22 Updates. “Updates” means, solely with respect to the Executable version of the Platform, any subsequent error corrections, bug fixes, enhanced and improved versions and all modifications and improvements of the current functionality of such Platform or prior Update that work solely within the functionality of the Platform as may be created and made available from time to time by Brellium in its discretion.

12.16 Users. “Users” means the Customer’s employees or contractors authorized by Customer to access the Platform.

13.0 TERM AND TERMINATION

13.1 Term. This Agreement and the term hereof shall commence on the Effective Date and shall continue thereafter for the period of months set forth in the initial Sales Order, unless and until terminated as specifically provided in this Agreement. Thereafter the Agreement shall automatically renew for successive periods equal to the initial term, unless a party gives the other party notice of intent not to renew sixty days prior to the expiration of the then current Term. “Term” shall mean the initial term set forth in the Sales Order plus any renewal periods. Should Customer order subsequent subscriptions pursuant to subsequent additional Sales Orders, the Term shall be extended by the number of months set forth in such subsequent Sales Order beginning on the Sales Order Effective Date of such Sales Order and thereafter shall renew as set forth above. Each subscription shall renew independently, and the Term of this Agreement shall not expire or terminate as set forth herein until all Sales Orders have terminated.

For each renewal term, the fees for subsequent years shall automatically increase by ten percent (10%) per year unless otherwise agreed in writing by the parties.

13.2 Termination. In the event of a Default, the non-defaulting party may terminate this Agreement by providing written notice of termination to the defaulting party in accordance with Section 10.3 hereof. Such termination shall be effective immediately upon the receipt of such termination notice to the defaulting party.

13.3 Rights upon termination. All Platform licenses granted hereunder, and other services provided hereunder shall terminate upon termination of this Agreement. Termination of this Agreement shall not limit either party from pursuing other remedies available to it (except where a sole remedy is specified), including injunctive relief, nor shall such termination relieve Customer's obligation to pay all fees, expenses, and costs that have accrued or are otherwise owed by Customer to Brellium.

13.4 Survival. The provisions of Sections 1.3, 1.5, 4.1-4.5, 5.2-5.5, 6.0, 7.3, 8.1 -8.3, 9, 10, and 12 hereof shall survive the termination of this Agreement.

13.5 PHI and Confidential Information. Brellium shall provide, at Customer’s expense, commercially- reasonable assistance to Customer to permit Customer to retrieve Customer’s PHI and Customer’s Confidential Information from the Platform, and to do so within 30 days of its receipt of a written request for such Confidential Information and PHI. Customer shall destroy all copies of the Platform in its possession and shall certify to Brellium that it has destroyed all copies of the Platform within 30 days of termination of this Agreement.

EXHIBIT A SUPPORT SERVICES AGREEMENT

Support Services Performance Standards

1.0 SCOPE OF SUPPORT SERVICES

Brellium shall provide the Support Services as described in this Exhibit with respect to the Platform throughout the Term of the Agreement so long as Customer has paid the Subscription Fee. Capitalized terms not elsewhere defined in this Exhibit shall have the meanings ascribed to them in the Agreement.

During the Term of this Agreement, Brellium agrees to provide Customer with a staffed help desk during normal business hours (Monday-Friday, 8:00 AM– 5:00 PM ET; excluding holidays). Customer agrees to appoint up to three (3) Authorized Support Contacts who are authorized to contact Brellium Support Team directly on behalf of Customer. Support Services are available to address Errors Customer is experiencing. Problems that are reported that are not Errors that result in Customer approved time being spent by Brellium are billable at standard Consulting Fee rates of $200/hr.

2.0 REMEDIAL ERROR CORRECTIONS

Customer shall promptly notify Brellium of any Errors in the Platform or the Documentation within 5 business days of finding Error. Brellium shall respond to and correct all Errors within the timeframes set forth below. Brellium will track Customer’s reported Errors by date, description of Error, and status (pending, In-progress, and closed). Customer will be granted access to web-based solution in use by Brellium to view and follow real-time issues tracking. This will include, but is not limited to reported Errors, descriptions, current status, and comments and/or notes.

3.0 UPDATES

Brellium will regularly provide Updates to keep it compatible with updates and changes to federal standard operating environments and to correct any material defects. Brellium will make modifications, bug fixes, updates, and new versions of the Platform released by Brellium and available to Customer at no additional charge other than the stated Subscription Fee. This does not include possible implementation fees.

4.0 CUSTOMIZATIONS

Any customizations (each a “Customization”) requested by Customer and agreed to by Brellium, and any support or modifications thereof, will be charged at the Professional Services rates or in accordance with the terms of a specific written Sales Order or Statement of Work provided by Brellium and accepted by Customer. Testing of Customizations prior to implementation as a part of the Platform shall be the responsibility of Customer.

5.0 PERFORMANCE STANDARDS

5.1 Definitions.

"Fix" means the repair or replacement of object or executable code versions of the Platform to remedy an Error.

"Telephone Support" means telephone or email technical support assistance provided by Brellium to the Authorized Support Contact concerning the installation and use of the then-current release of the Platform.

"Workaround" means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing use of the Platform.

5.2 Error Correction Standards.

During the Term, Brellium will exercise commercially reasonable efforts to Fix a reported Error (as defined in the Support Services Severity Matrix below) for the current release of the Platform in accordance with the severity level reasonably assigned to such Error by Brellium. The severity level of the Error will be determined by Brellium as soon as practicable under the circumstances, with the goal being one (1) hour of the report of a critical, high impact incident via phone. Customer is responsible for providing sufficient information to allow Brellium to readily reproduce all reported Errors. Customer must minimally include the following information: date the error occurred, the users(s) and names of users impacted, application screen name, specific error experienced (what is happening), expected screen functionality, and specific replication steps. Additional information may also be required based on the type of error. The parties understand that certain Errors manifest themselves in an intermittent and/or seemingly random fashion, cannot reasonably be discovered by extensive testing, and must be analyzed by developers to determine the cause. If Brellium believes that a problem reported by Customer may not be due to an Error in the Platform, Brellium will so notify Customer.

5.2.1 Brellium commits to maintaining a minimum system uptime of 95% each calendar month, calculated based on the total number of minutes in the month, with this commitment being specifically applicable between the hours of 9:00 AM to 5:00 PM Eastern Standard Time (EST). This uptime excludes any scheduled maintenance times, which will be communicated to the Customer at least 48 hours in advance. In the event of downtime, Brellium will promptly address and work to resolve the issue. The Customer is required to report any system unavailability within a reasonable time frame.

5.2.2 Brellium pledges to initiate an investigation within four hours of the reported issue during the defined service hours (9 AM to 5 PM EST on days that are not US bank holidays) and aims to resolve all critical issues impacting system functionality or performance within 24 hours. For less critical issues, a resolution or a workaround will be provided within 48 hours. Furthermore, Brellium commits that at least 75% of all issues reported will be resolved within two business days, ensuring prompt and efficient issue resolution.

5.2.3 In case of failure to meet these resolution timeframes or the uptime commitment, Brellium agrees to provide service credits or other compensatory measures as set forth herein, thereby ensuring a commitment to high service standards and customer satisfaction. A failure to maintain 95% uptime will invoke the following penalties:

0-3 consecutive hours of downtime per month or 0-12 non-consecutive hours of downtime per month = No fee reduction

4-7 consecutive hours of downtime per month or 13-18 non-consecutive hours of downtime per month= 10% fee reduction of the monthly fee for that service

8-10 consecutive hours of downtime per month or 19-23 non-consecutive hours of downtime per month= 20% fee reduction of the monthly fee for that service

11+ consecutive hours of downtime per month or 24+ non-consecutive hours of downtime= 75% fee re-duction of the monthly fee for that service

5 days+ of downtime per month will represent a material breach of the Agreement which will give Customer the right to either (1) immediately terminate the Agreement with no further obligation to Brellium, or (2) prorate fees paid to Brellium.

5.3 Compatibility; Prior Version Support.

Brellium shall ensure that each Update is compatible with each preceding version of the Platform, including Customizations.

5.4 Exclusions.

Brellium will have no obligation under this Agreement to support: (i) altered or damaged Platform components or any portion of a Platform component incorporated with or into other Platform applications; (ii) Errors, bugs, or operational problems in the Platform caused by Customer’s negligence, abuse or misapplication of the Platform, or arising out of other causes beyond the control of Brellium; or (iii) Errors, bugs, or operational problems in the Platform resulting from the combination of the Platform with such other programming utilized by Customer which is not compatible with the Platform. Brellium shall not be responsible for Customer’s computer network or for any connectivity or other related issues that prevent Customer from gaining access to the Platform.

THESE TERMS AND CONDITIONS DEFINE A SERVICE ARRANGEMENT AND NOT A PRODUCT WARRANTY. BRELLIUM DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE. ALL PRODUCTS AND MATERIALS RELATED THERETO ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE MASTER SERVICES AGREEMENT BETWEEN THE PARTIES. THESE TERMS AND CONDITIONS DO NOT CHANGE OR SUPERSEDE ANY PROVISION OF ANY SUCH AGREEMENT.

​​5.5 Brellium is committed to maintaining high service standards and agrees to adhere to the following response and resolution time service levels: Response to Customer inquiries and service requests, including support needs, will be provided within 24 hours. For critical issues that significantly impact Customer business operations, an initial response will be issued within 4 hours during business hours (9:00 AM to 5:00 PM EST, Monday to Friday, excluding public holidays). Resolution times may vary based on the complexity of the issue, with ongoing communication provided regarding progress. Customers can escalate unresolved issues via email to support@brellium.com, following which the matter will be promptly addressed by our escalation management team. This service level is subject to periodic review and mutual adjustments to reflect evolving service needs. It is noted that this service level does not cover issues arising from factors beyond Brellium's control, such as natural disasters or Customer's own system failures.

5.6 In case of failure to meet these response or resolution timeframes, Brellium agrees to provide service credits or other compensatory measures as set forth herein, thereby ensuring a commitment to high service standards and customer satisfaction.

5.7 If, in any given month during the Term, Service Provider is Noncompliant with a reported problem on a critical issue on three occasions in a month, the Usage Fee will be reduced by 2% of the total monthly Usage Fees. If, in any three consecutive months or five times in any twelve-month period, Brellium is Noncompliant with over (10) ten support incident response or resolutions then Customer may terminate the Agreement without liability or penalty. "Noncompliant" as such term is used herein, shall mean Brellium response, resolution, Workaround or root cause analysis time with respect to a support incident exceeds the response time listed in Section 1 or Section 5 above.

EXHIBIT B INSURANCE

Brellium represents that it does carry and will continue to carry, with insurance companies rated A- VII or better by A.M. Best Company, and reasonably acceptable to Customer, the insurance coverage set forth in this Section 11, continuously during the term of this Agreement, and thereafter as provided herein.

1. The insurance required herein shall cover claims arising from operations or acts performed by, and materials, equipment or products used or supplied by Brellium Agents, anyone or any entity directly or indirectly employing or employed by them, and anyone else or any other entity for whose acts Brellium may be liable. Brellium shall notify Customer at least thirty (30) calendar days prior to any cancellation or non-renewal of any insurance required under this Agreement. Customer has the right, in its sole discretion, to withhold payment under this Agreement to Brellium in the event Brellium fails to comply with any of the insurance requirements contained herein. Notwithstanding anything to the contrary in this Agreement or a SOW, any such action by Customer shall in no way be deemed a breach of this Agreement by Customer.

2. Commercial General Liability Insurance. Commercial general liability insurance (“CGL”) coverage shall be on an occurrence form containing limits of at least $1,000,000 per occurrence/$1,000,000 general aggregate.

i. The CGL coverage must be primary. Any of Customer’s insurance shall be considered excess for the purpose of responding to claims. The following wording must be included in the Description of Operations on the Certificate of Insurance: “This insurance is Primary and Non-Contributory.”

iii. The policy may not contain exclusions for the Services performed by Brellium pursuant to this Agreement.

3. Umbrella/Excess Liability Insurance.

i. To the extent Brellium carries umbrella or excess liability insurance above the minimum required limits stated in this Agreement, the protection afforded Customer in the umbrella or excess liability insurance shall be as broad or broader than the coverages present in the underlying insurance and in accordance with this Agreement (but no less than $1,000,000 in the aggregate). Each umbrella or excess liability policy shall specifically state that the insurance provided by Brellium shall be considered primary.

ii. Brellium must disclose all applicable insurance policy deductibles and/or self-insured retentions (“SIR”), and agrees to be liable for all costs within the deductibles and/or SIR.

iii. Umbrella/excess liability insurance coverage must be maintained through the expiration of the applicable statute of limitations period.

5. Workers’ Compensation and Employer’s Liability Coverage.

i. Brellium shall carry workers’ compensation insurance providing statutory benefits imposed by Applicable Law such that: (i) Customer will have no liability to Brellium or its Agents; and (ii) Brellium will satisfy all workers’ compensation obligations imposed by state law.

iii. If Brellium has any Agents who are subject to the rights and obligations of the Longshoremen and Harbor Workers Act or any other maritime law or act, the workers’ compensation insurance must be broadened to provide such additional required coverage.

iv. For purposes of workers’ compensation coverage, Brellium agrees that Brellium and its Agents are in no way considered employees of Customer or its Affiliates, and therefore are not beneficiaries of any Customer coverage.

v. Brellium may satisfy its workers’ compensation obligations by providing documentation of current authorization from the appropriate state authorities for the state(s) where the Services are being performed indicating that Brellium is adequately self-insured for workers’ compensation claims.

vi. Brellium agrees to carry employer’s liability coverage with limits of not less than: (i) $1,000,000 each accident; (ii) $1,000,000 aggregate policy limit for disease; and (iii) $1,000,000 each Agent.

6. Professional Liability (Errors and Omissions) coverage. Brellium shall carry professional liability coverage on a claims-made form with a per claim limit of at least $1,000,000 per occurrence, /$1,000,000 general aggregate insuring liability arising out of any alleged negligent act, error, mistake, or omission in rendering or failing to render professional services on behalf of Customer.

i. If said policy contains a retroactive date, this date must be prior to the date Brellium begins to perform work under this Agreement.

ii. Coverage must be maintained through the expiration of the applicable statute of limitations period.

7. Cyber Liability Insurance. Brellium will carry cyber liability insurance coverage with a limit not less than $1,000,000 per occurrence/$1,000,000 aggregate. Coverage shall cover both first party and third party insurance claims and be sufficiently broad to respond to the duties and obligations as undertaken by Brellium in this Agreement and shall include, but not be limited to, coverage for claims related to data privacy and security breaches, business interruption, privacy liability, electronic media liability, unauthorized access, failure of security, wrongful disclosure, collection, or other negligence in the handling, invasion of privacy violations, information theft, damage to or destruction of electronic information, release or misappropriation of private information, duplication or alteration of electronic information, extortion, virus transmission, and network security. Brellium’s policy shall provide coverage for breach response costs as well as regulatory defense, fines, and penalties and credit monitoring expenses. Brellium’s policy shall be endorsed to include Customer as an additional insured shall contain a severability provision such that coverage for any insured shall not be prejudiced by the exclusion or denial of coverage for any other insured.

8. Certificates of Insurance. Brellium shall evidence that such insurance required under this Agreement is in force by furnishing Customer with a certificate of insurance, or if requested by Customer, certified copies of the insurance policies. Brellium agrees to provide to Customer renewal certificate(s) of insurance on an ongoing basis. The certificate of insurance shall state the type of Services being performed, and shall be incorporated into this Agreement. The certificate shall evidence the requirements of this Agreement, including, but not limited to, specifying that:

i. Brellium’s coverage is primary and Customer’s insurance is excess for any Claims. The following wording must be included in the Description of Operations on the Certificate of insurance: “This insurance is Primary and Non-Contributory”;

ii. Brellium’s CGL contains contractual liability coverage;

iii. Brellium must provide evidence of workers’ compensation in the state(s) where they operate.

9. Brellium’s Subcontractor(s)

a. If Brellium should subcontract any of its obligations under this Agreement, Brellium shall nevertheless be bound to indemnify Customer as provided in this Agreement on behalf of Brellium’s Subcontractor(s). In addition, Brellium shall require that Brellium’s Subcontractor(s) also be bound to indemnify Customer as provided in this Agreement. Brellium represents and warrants that Brellium’s Subcontractor(s) shall carry insurance as set forth in this Agreement prior to permitting Brellium’s Subcontractor(s) to commence performance of Brellium’s obligations under this Agreement.

b. Brellium shall require its suppliers to indemnify Brellium and Customer from all losses arising from any materials or supplies included in any Deliverables, Software or System.

10. Modifications to this Agreement.

i. Any attempt by Brellium to cancel or modify any insurance coverage required by this Agreement, or any failure by Brellium to maintain such insurance coverage, shall be a default under this Agreement and, upon such default, Customer will have the right to immediately terminate this Agreement and/or exercise any of its rights at law or at equity. In addition to any other remedies, Customer may, at its discretion, withhold payment of any sums due under this Agreement until Brellium provides adequate proof of insurance.

ii. The amounts and types of insurance set forth above are minimums required by Customer and shall not substitute for an independent determination by Brellium of the amounts and types of insurance which Brellium shall determine to be reasonably necessary to protect itself and its Deliverables.

iii. Customer reserves the right to modify these insurance requirements upon sixty (60) days notification. Brellium agrees to be bound by such modifications upon the next renewal period after receipt of modified provisions.