Legal

Terms & Polices

KAPIOS PRIVACY POLICY
Effective August 2, 2018.

Protecting the privacy and security of our customers’ personal information is very important to us. This Privacy Policy is intended to help you understand what information we collect, why we collect it, and how you can update, manage, export, and delete your information.

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MEDICAL EMERGENCIES.

IN A MEDICAL EMERGENCY, PLEASE IMMEDIATELY CALL EMERGENCY PERSONNEL (911) TO GET PROMPT MEDICAL ATTENTION. DO NOT RELY ON ELECTRONIC COMMUNICATIONS FOR ASSISTANCE FOR YOUR URGENT MEDICAL NEEDS. NEITHER THIS WEBSITE NOR ANY SUBSCRIPTION SERVICE IS DESIGNED FOR USE IN MEDICAL EMERGENCIES.

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OUR WEBSITE AND SUBSCRIPTION SERVICES.

We develop and distribute healthcare software solutions that are designed to help improve health and wellness. Our Subscription Services include mobile apps, such as Face2Face, as well as installed or hosted platforms such as I/O Surg and Laboratory Assured Compliance Solutions. This Privacy Policy applies to our Website, our Subscription Services, and our installed or hosted products ("Products").
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INFORMATION KAPIOS COLLECTS.

Information You Provide to Kapios.

Forms you complete on our Website, when you request information or supply feedback to us. This may include telephone numbers, email addresses, or return addresses. After you fill out a form, we may contact you with follow-up information (unless you have checked an “opt-out” box on the form). We may collect further information in those communications.

Email correspondence, when we reply to requests for information. However, we will never request your password, user name, credit card information or other personal information through email. If you receive an email that looks like it is from Kapios asking you for your personal information, do not respond. It is likely a “Phishing” scam, which is designed to steal your personal information.

Surveys. Occasionally, we may survey visitors to our Website. The information from these surveys is used in an aggregate form to help us understand the needs of our visitors so that we can improve our Website. We generally do not ask for information in surveys that would personally identify you. If we do request contact information for follow-up, you may decline to provide it. If survey respondents provide personal information (such as an email address) in a survey, it is shared only with those people who need to see it to respond to the question or request.

Through our Subscription Services:

Account Information. When you download, register with, or use the Subscription Service, you provide us with personal information that includes your name, email address, and password. With some Subscription Services, you may also be required to add payment information to your account.

Troubleshooting Information. When you report a problem, we may ask for additional information to assist in identifying the source of the problem and fixing it.

Content you Create. We also collect the content you create, upload or receive from others when using the Subscription Service. This includes things like photos and videos you save.

Information We Collect as You Use the Website, Products and Subscription Services.

As you navigate through and interact with our Website, Products and Subscription Services, we may use automatic data collection technologies to collect information about your equipment, browsing actions, and patterns. We use this information for internal operations purposes, to identify products that might benefit you, and to improve your experience using the Website, Products and the Subscription Services. The information we may collect includes:

Usage Details. When you access and use the Website, Products and Subscription Services, we automatically collect certain details about your use, including information about which web pages you came from, which pages you visit, search terms used, your location when you visit, interactions with content and ads, and videos you watch.

Device Information. We may collect information about your computer, mobile device, and internet connection, including your network provider, IP address, geolocation, operating system, software versions, browser type and version, mobile network information, and the device’s telephone number, if applicable.

Stored Information and Files. Our Subscription Services may also access information and files stored on your device. This may include, for example, photographs, audio and video clips, and calendar events. This may also include the metadata, or underlying information about those files, such as time of creation. For more information about how Subscription Services use this information, see [insert URL for layered policy provisions here].

Location Information. Our Website, Products and Subscription Services collect real-time information about the location of your device through your IP Address. While the nature of Internet services requires the use and short-term storage of IP addresses, you can request that we not collect and further store this information by not using the Website, Products or Subscription Service, or you may opt out at any time by [OPT OUT METHOD].

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HOW WE COLLECT YOUR INFORMATION.

The technologies we use for automatic data collection may include:

Browser Cookies.

A browser cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate settings on your browser. However, if you select this setting you may be unable to access or use certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.

Mobile Cookies.

A mobile cookie is a small file placed on your mobile device. It may be possible to refuse to accept mobile cookies by activating the appropriate setting on your mobile device. However, if you select this setting you may be unable to access or use certain parts of our Subscription Services.

Flash Cookies.

Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. Flash cookies can be managed through the "Settings" option on the Flash content.

Web Beacons.

Pages of our Website, Subscription Services, and emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website and service statistics (for example, recording the popularity of certain content and verifying system and server integrity).

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WHY WE COLLECT YOUR INFORMATION.

We use the information we collect from this website and our subscription services for the following purposes:

To Provide our Services.

We use your information to deliver our Subscription Services, for example collecting user data to create user login for the software, helping to create form content, and to store photos and videos.

To Maintain and Improve Our Services.

We use your information to ensure that our Website, Products and Subscription Services are working as intended, such as tracking outages or troubleshooting issues that you report to us. We also use your information to make improvements to our Website, Products and Subscription Services, including developing solution enhancements and marketing strategies.

To Develop New Services.

We use the information we collect in existing services to help us develop new ones.

To Measure Performance.

We use data for analytics and measurement to understand how our Website, Products and Subscription Services are used. For example, we analyze data about visits to our sites to do things like optimize product design. We use a variety of tools to do this, including Google Analytics, HubSpot, and mailchimp.

To Communicate with You.

We use information we collect, like your email address, to interact with you directly. For example, we may send you a notification if we detect suspicious activity, like an attempt to sign in to your account from an unusual location. Or we may let you know about upcoming changes or improvements to our Products or Subscription Services.

Certain Subscription Services. We use information we collect through certain Subscription Services for specific purposes.

Face2Face is a Subscription Service that is intended to support wellness and facilitate treatment and recovery following a stroke. Face2Face collects the following personal information for the following purposes:

Demographic Information: Such as your name, age, gender, and location: the collection, use and storage of this information is necessary to permit the proper functioning of Face2Face.

Access to the device camera: Face2Face must access the device camera and stores images taken while the user is using the application to permit the proper functioning of Face2Face.

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YOUR PRIVACY CONTROLS.

This section describes key controls for managing your privacy across our Website, Products and Subscription Services. In addition to these tools, we offer specific privacy settings in our Subscription Services.

Limiting Our Collection of Your Information.

We strive to provide you with choices regarding the personal information you provide to us. This section describes mechanisms we provide for you to control our collection of your information.

Tracking Technologies.

You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies or block the use of other tracking technologies, some parts of the Website, the Products, and/or Subscription Service may be inaccessible or not function properly.

[Location Information.

You can choose whether or not to allow the Subscription Service to collect and use real-time information about your device's location [through the device's privacy settings] [or] [OTHER METHOD]. If you block the use of location information, some parts of the Subscription Services may then be inaccessible or not function properly.]

[Promotion by Us.

We would like to offer information to you about our own or third parties' products or services by email using the information you have provided to us. We select items and information that we believe will be helpful to our customers. If you are happy to receive this information, you can agree ("opt-in") by logging in to the Subscription Service and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes.

[Targeted Advertising by Us.

We may also identify products or services that we believe will be particularly useful to you, based on information that we collect or that you provide to us, according to our advertisers' target-audience preferences. If you would like to receive this information, you can indicate your consent [OPT-IN METHOD]). You can also always adjust your user advertising preferences in your account profile by checking or unchecking the relevant boxes.

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SHARING YOUR INFORMATION.

When You Share Your Information.

Some of our Subscription Services may allow you to share information with other people. You have control over how you share such information.

When We Share Your Information.

We do not share your personal information with companies, organizations, or individuals outside of Kapios, except in the following instances:

With Your Consent.

We’ll share personal information outside of Kapios when we have your consent.

For External Processing.

We use third party companies to process payments, assist with marketing, provide analytical services, to host our servers, and provide other operational support. We enter into agreements with these companies that limit the use and disclosure of customer information. We limit the information provided to these companies to information that is appropriate to permit them to provide the services, which are necessary to permit us to provide services to You.

For Legal Reasons.

We will share personal information outside of Kapios if we have a good-faith belief that access, use, preservation, or disclosure of the information is reasonably necessary to 1) meet any applicable law, regulation, legal process, or enforceable governmental request; 2) enforce applicable Terms of Service, including investigation of potential violations; 3) detect, prevent, or otherwise address fraud, security or technical issues; or 4) protect against harm to the rights, property or safety of Kapios, our users, or others as required or permitted by law.

INFORMATION TRANSFERS

We do not intentionally direct our goods or services to the European Union or the European Economic Area. If you are located in the European Economic Area, we want you to know that we do transfer your information to the United States, which has not received an adequacy determination from the European Union. This means that the European Union does not view the United States as providing equivalent privacy protections. However, Kapios will comply with the terms of this Privacy Policy, whether your information is in the EEA or the U.S.
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KEEPING YOUR INFORMATION SECURE.

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. All information you provide to us is stored on secure servers behind firewalls. Any payment transactions will be encrypted. You should look for indications that a web page is encrypted before sending private information such as credit card data. One indicator that a transmission is safe is a small green padlock symbol in the URL bar.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, Products or Subscription Service, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Website, Products or Subscription Service like message boards. The information you share in public areas may be viewed by any user of the Website, Products or Subscription Service.

Unfortunately, the transmission of information via the internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Website, Products or Subscription Service. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures we provide.
------------------------------------------------------------------------------------------------------------- ABOUT THIS POLICY.

When this Policy Applies.

This Privacy Policy applies to our Website, Products, and to all of the Subscription Services we offer that refer to this Privacy Policy. This Privacy Policy does not apply to Subscription Services that have separate privacy policies that do not incorporate by reference this Privacy Policy.

This Privacy Policy does not apply to:

Information collected by third-party sites, content, or applications that may linked to or be accessible from or on our Website or Subscription Services.

The information practices of other companies and organizations that advertise our Subscription Services.

Services offered by other companies or individuals.

Changes to this Policy.

We may change this Privacy Policy from time to time. The date the Privacy Policy was last revised is identified at the top of the first page. We will place a notice on the Website home page whenever we make changes to this Privacy Policy. You are responsible for periodically visiting our Website and the Privacy Policy to check for any changes.

Agreement to this Policy.

Please click the "I Agree" button below to demonstrate that you agree to the use of your information as described in this Privacy Policy. Unfortunately, we are unable to deliver many of our Subscription Services unless we are able to collect, use and disclose information as we have described. We may change this Privacy Policy from time to time (see Changes to this Policy above). If you continue to use this Website, the Products, or Subscription Services after we make changes, you will be deemed to have accepted those changes, so please check the Privacy Policy periodically for updates.

Children Under the Age of 13.

Our Website, Products and Subscription Services are not intended for children under the age of 13. No one under the age of 13 may provide any information to or on the Website, Products or Subscription Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information to our Website, Products or Subscription Services, use any of the interactive or public comment features of the Website, Products or Subscription Services, or provide any information about yourself to us, including your name, address, telephone number, email address, screen name, or any other user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at [info@kapioshealth.com].

Questions.

To ask questions or comment about this Privacy Policy and our privacy practices, contact us at: Support@KapiosHealth.com
------------------------------------------------------------------------------------------------------------- DEFINITIONS.

“Kapios,” “we,” “us” or the like means Kapios, LLC, d/b/a Kapios Health, with a principal place of business at 2865 North Reynolds Road, Toledo, Ohio 43615, and its subsidiaries and affiliates.

“Subscription Services” means the Kapios applications licensed by you, which may include the Laboratory Assured Compliance Solution, I/O Surg, or Face2Face.

“Website” means the domain www.kapioshealth.com.

I HAVE READ AND HEREBY CONSENT, FREELY AND KNOWINGLY, TO THE USE OF MY INFORMATION AS DESCRIBED IN THIS PRIVACY POLICY. I ALSO CONSENT TO THE USE OF COOKIES AS DESCRIBED, IN ACCORDANCE WITH THE SETTINGS ON MY COMPUTER OR MOBILE DEVICE

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Contract Terms and CONDITIONS

KAPIOS STANDARD TERMS

1. AGREEMENT. These Kapios Standard Terms (“Standard Terms”) hereby incorporate by reference any Service-Specific Addenda or other addenda or exhibits referenced in the Order Form(s), or that are otherwise accepted by you when you placed your order with Kapios. In order to use the Subscription Service made available by Kapios, you are required to accept an end user license agreement, which we may update throughout the Term in our sole discretion (“EULA”). The Standard Terms, EULA, and Order Form(s) are collectively referred to herein as the “Agreement.”

2. DEFINITIONS AND CONSTRUCTION
2.1 Capitalized terms shall have the meanings given below or set forth throughout the Agreement:
“Business Days” means Monday through Friday, excluding Kapios’s holidays.
“Confidential Information” means all confidential or proprietary information disclosed by one party or its representatives (“Disclosing Party”) to the other party or its representatives (“Recipient”) that is marked or otherwise identified as “confidential” or “proprietary” or that should reasonably be understood to be confidential given the nature of the information, and any notes, analyses, compilations, reports, or other materials prepared by Recipient that contain, are based on, or otherwise reflect or are derived, in whole or in part, from such information. The Agreement, Subscription Service, and Documentation for the same are Kapios’s Confidential Information.
“Device” means a tablet or mobile device.
“Documentation” means the Kapios user guides regarding the Subscription Services that are available from within the Subscription Service.
“Live Date” means the date that Kapios makes the applicable Subscription Service available to you.
“Order Form” means the applicable agreement for Subscription Services between you and Kapios that is subject to these Standard Terms. The Order Form may be a written agreement or accepted by you through our website or a Device.
“Software” means the Device-based software we make available to you for download for use solely in connection with the applicable Subscription Service.
“Subscription Service” means the application(s) set forth in the Order Form, as more fully described in the corresponding Service-Specific Addendum, and the Software. The Subscription Service may be Laboratory Assured Compliance Solution or I/O Surg.
“Subscription Term” means the Initial Subscription Term set forth in the Order Form and any renewal term.
“Term” means the term of the Agreement, which begins on the Effective Date, and continues until all Subscription Terms are terminated.
“User” has the meaning set forth in the applicable Service-Specific Addendum.

2.2 The terms defined throughout the Agreement include the plural as well as the singular and the derivatives of such terms. Except in the term “Business Days,” all references to “days” mean calendar days. Use of the terms “hereunder,” “herein,” and similar terms refer to this Agreement. Any ambiguities in this Agreement will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement will not be construed against any party by reason of its preparation. The headings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement in any way.

3. SUBSCRIPTION SERVICES AND RELATED OBLIGATIONS
3.1 Subject to the terms of the Agreement, (a) Kapios will make the Subscription Services available to Client during the applicable Subscription Term, and (b) Client shall have the non-exclusive, non-transferable, non-sublicenseable, limited right to download the Software on Devices owned or under the exclusive control of Client, and to use the Subscription Services in accordance with its Documentation for Client’s internal business purposes during the applicable Subscription Term. During the Subscription Term, Kapios may make available to Client updates to the Subscription Service that may address security fixes, critical patches, and general maintenance functionality, in each case at Kapios’s sole discretion. If such an update is made available, it shall automatically replace the previous version of the Subscription Service pursuant to this Agreement.
3.2 Neither Client nor its Users shall: (a) copy the Subscription Service, except for one copy of the Software for archival or emergency restart purposes; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Subscription Service; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Subscription Service or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Subscription Service, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Service, or any features or functionality of the Subscription Service, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one Device at any time; (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Subscription Service; or (g) except to the extent expressly permitted by the Order Form, use the Subscription Service in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, nor upload any protected health information as defined in HIPAA (“PHI”), or other individually-identifiable information protected by state, federal, or international law (“PII”) into the Subscription Service or otherwise disclose PHI or PII to Kapios.  All notices of proprietary rights, including trademark and copyright notices, must appear on all copies of the Software made in accordance with 3.2(a).
3.3 Kapios and its licensors retain ownership of the Subscription Service, Documentation, and any copies or portions thereof. The Software is licensed, not sold, to you by Kapios for use only under this Agreement, and we reserve all rights not expressly granted to you. Your rights to the Subscription Service will terminate automatically without notice from Kapios if you fail to comply with any of these provisions, unless Kapios allows you a cure period pursuant to Section 6 (Term and Termination), in our sole discretion.
3.4 The Subscription Service does not include the provision by Kapios of a Device, any equipment, or any products or services necessary to access the internet, or any other third party products or services (collectively, “Third Party Materials”), in each case unless expressly provided in the Order Form. Kapios, its subsidiary and affiliated companies, and its and their directors, officers, employees, and agents do not have any responsibility or control over the Third Party Materials, and Kapios hereby disclaims any and all responsibility or liability for Third Party Materials, including Client’s use thereof. Client shall be solely responsible for any damages arising from or resulting from the Third Party Materials and any use thereof.
3.5 To use the Subscription Service, you will require internet connectivity and appropriate telecommunication links. You acknowledge that the agreement with your respective mobile network provider or internet service provider (“Service Provider”) will continue to apply when using the Subscription Service. As a result, you may be charged by the Service Provider for access to network connection services for the duration of the connection while accessing the Subscription Service or any such third-party charges as may arise. You accept sole responsibility for any such charges.
3.6 If Kapios determines that disruptions to the Hosted Services are being caused by Client, or if Kapios has reasonable grounds to believe that unlawful activities are occurring and such actions may result in liability on the part of Kapios, Kapios may suspend the Hosted Services immediately without notice to Client.

4. PAYMENT
4.1 Fees for the Initial Subscription Term and any set-up fees are due on the Effective Date of the applicable Order Form, and fees for renewal terms are due within 30 days of receipt of invoice, or if later, by the renewal date. However, if the applicable Order Form indicates that monthly billing applies, then fees for the first month of the Initial Subscription Term and any set-up fees shall be due on the Effective Date, and the remaining monthly fees for the Initial Subscription Term shall be due monthly thereafter, regardless of whether invoices are sent. Unless otherwise expressly set forth in an Order Form: (a) fees are due in advance and (b) for any implementation, training, or other professional services, fees are exclusive of any travel or other out-of-pocket expenses incurred by Kapios in performance of such services. Client must pay Kapios all amounts by check or wire transfer, without setoff of any kind. You may issue a purchase order consistent with this Agreement, but a purchase order is not required. If you issue a purchase order, then it shall be for the full amount owed, and any additional or conflicting terms appearing in a purchase order shall not amend this Agreement or otherwise be binding on Kapios.
4.2 Late payments may bear interest at the lesser of 1.5% per month or the highest rate permitted by law, until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Kapios in collecting unpaid amounts. If Customer is late on payment, Kapios may terminate the Agreement or applicable Order Form for breach pursuant to Section 6 (Term and Termination) or suspend its performance under the Agreement, in addition to any other remedies that may be available.
4.3 All prices are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments including sales and use taxes, valueadded taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction, and the interest and penalties thereon (collectively, “Taxes”). You shall be responsible for and bear Taxes associated with your purchase of, payment for, access to, or use of any Subscription Service and services hereunder. Taxes shall not be deducted from the payments to us, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, we receive and retain (free from any Tax liability) an amount equal to the amount we would have received had no such deductions or withholdings been made. Each party is responsible for and shall bear taxes imposed on its net income. If Client claims exemption from any Taxes under this Agreement, Client shall provide a tax exemption number and certificate to us prior to your purchase and, after receipt of valid evidence of exemption, Kapios shall not charge you any Taxes from which you are exempt. If we are required to invoice or collect Taxes associated with your purchases, we will issue an invoice to you including the amount of those Taxes, itemized where required by law. You shall provide to us your VAT or GST identification numbers for the country where you have established your business and any other country where you have a fixed establishment. You shall use the Software for your business use in the foregoing locations in accordance with the provided VAT or GST identification numbers.

5. REPORTS, RECORDS, AND AUDITS
5.1 At least annually, and anytime upon request of Kapios, Client shall identify the number of Users, and any other information specified in the Service-Specific Addendum, in a report to Kapios (each, a “Report”). Client’s submission of its each Report to Kapios shall constitute Client’s good faith attestation of the accuracy and completeness of the Report. Without limiting Kapios’s rights in Section 5.2, Client shall reasonably cooperate with Kapios in Kapios’s review of such Reports, and provide additional commercially reasonable detail upon Kapios’s written request in connection with Client’s Reports.
5.2 Client shall keep complete and accurate books and records concerning this Agreement for at least 3 years following the year to which they pertain. Client shall also maintain appropriate procedures and technology to track the number of Users and maintain computer server logs for audit purposes. Kapios or its representative may, at Kapios’s expense and no more than once per year (unless required by Kapios’s licensors, in which case, the audit may occur more than once per year) upon 30 days’ notice, audit and copy Client’s records relating to this Agreement.

6. TERM AND TERMINATION
6.1 Client may not terminate or cancel any Order Forms, except as otherwise provided below.
6.2 The Subscription Term shall commence on the Live Date, and unless the Order Form expressly specifies a perpetual term or is terminated as provided below, shall automatically renew upon the expiration of the Initial Subscription Term set forth in the Order Form for the same period as the Initial Subscription Term. Either party may prevent such renewal by giving written notice of termination to the other party at least 90 days before the renewal date.
6.3 If a party breaches the Agreement, the other party may terminate the applicable Order Form (or if the breach relates to all Order Forms, may terminate the Agreement), provided the terminating party first gives written notice specifying the breach in reasonable detail, the other party fails to cure the breach within 30 days of receipt thereof, and the terminating party gives written notice of termination within a reasonable time of such failure to cure. Notwithstanding the foregoing, (a) if Kapios allows a cure period for breach of Section 3 (License and Restrictions), then Kapios may terminate the Agreement if Client fails to cure such breach within three Business Days, and (b) Kapios may terminate the Agreement if Client fails to cure a second or subsequent breach of Section 4 (Payment) within five Business Days. Either party may terminate the Agreement if the other party becomes bankrupt, insolvent, or makes a distribution for the benefit of its creditors.
6.4 If an Order Form is terminated prior to the end of the Term for any reason other than an uncured material breach by Kapios, Client must pay the balance of the amounts owed within five Business Days of termination. Upon termination for any reason, Client must (i) destroy all of its copies of the Software and all of its component parts and provide a written certification that such destruction has occurred within five Business Days of termination; and (ii) send Kapios a final Report. Sections 3.3, 3.4, 4, 6.4, and 7-10 shall survive expiration or termination of the Agreement.

7. INDEMNITY
7.1 Kapios will indemnify and defend Client against any losses, damages, and reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Client resulting from any claim, suit, action, or proceeding, in each case brought by a third party that is unaffiliated with Client, to the extent based on an allegation that the Subscription Service, or any use thereof in accordance with this Agreement, infringes or misappropriates such third party’s U.S. patent, copyright, trade secret, or other intellectual property rights (“Infringement Claims”), provided that Client promptly notifies Kapios of the Infringement Claim, but in any event within 5 Business Days of becoming aware thereof, reasonably cooperates with Kapios in investigating and defending the Infringement Claim, and allows Kapios sole control of the defense and settlement. Client may participate in Kapios’s defense of any Infringement Claim at Client’s sole cost and expense.
7.2 Section 7.1 will not apply to the extent that the Infringement Claim arises from or is based on: (a) Client’s breach of the Agreement; (b) use of the Subscription Service in combination with any data, software, hardware, or other technology not provided by Kapios or authorized by Kapios in writing; (c) modifications to the Subscription Service not made by Kapios; or (d) Client’s failure to implement any updates to the Subscription Service (“Excluded Claims”).
7.3 If an Infringement Claim occurs or Kapios believes such a claim is possible, then Kapios may, at its sole option and expense: (a) procure the right for Client to continue using the Subscription Service; (b) modify the Subscription Service to make it non-infringing without materially reducing its functionality; or (c) replace the Subscription Service with a non-infringing alternative without materially reducing its functionality. If Kapios does not believe the remedies in this Section 7.1.2 are commercially reasonable, in its sole discretion, then Kapios may suspend its performance and terminate Client’s rights to the Subscription Service. In the event of such termination, Kapios shall refund to Client a pro-rated portion of any prepaid fees attributable to the unused portion of the Subscription Term.
7.4 This Section 7.1 contains Kapios’s sole liability and Client’s sole and exclusive remedy for any Infringement Claims.
7.5 Client will indemnify and defend Kapios and its licensors against any losses, damages, and reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Kapios or its licensors resulting from any claim, suit, action, or proceeding, in each case brought by a third party that is unaffiliated with Kapios, to the extent based on either an Excluded Claim or the disclosure of PHI or PII to Kapios without first ensuring that the parties have executed a business associate agreement as required by HIPAA (“Claims”), provided that Kapios or its licensor promptly notifies Client of the Claim, but in any event within 5 Business Days of becoming aware thereof, reasonably cooperates with Client in investigating and defending the Claim, and allows Client sole control of the defense and settlement. Kapios and its licensors may participate in Client’s defense of any Claims at Kapios’s or its licensors’ sole cost and expense.

8. DISCLAIMER AND LIMITATION OF LIABILITY
8.1 THE SUBSCRIPTION SERVICE (INCLUDING ALL THIRD PARTY CONTENT CONTAINED THEREIN) IS PROVIDED “AS IS,” WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KAPIOS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SUBSCRIPTION SERVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, KAPIOS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SUBSCRIPTION SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. KAPIOS DISCLAIMS ALL RESPONSIBILITY FOR ANY CONSEQUENCES ATTRIBUTABLE TO OR RELATED TO ANY USES, NONUSE, MISUSE, OR INTERPRETATION OF THE INFORMATION CONTAINED IN OR NOT CONTAINED IN THE SUBSCRIPTION SERVICE. KAPIOS WILL NOT BE DEEMED TO BE ENGAGED IN THE PRACTICE OF MEDICINE OR DISPENSING MEDICAL SERVICES. KAPIOS DOES NOT WARRANT THAT THE DATA CONTAINED IN THE SUBSCRIPTION SERVICE WILL BE ACCURATE, COMPLETE OR WITHOUT ERROR, OR THAT SUCH DATA WILL COMPLY WITH YOUR REQUIREMENTS.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SUBSCRIPTION SERVICE REMAINS WITH CLIENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
8.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KAPIOS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, BUSINESS PROFITS, BUSINESS INTERRUPTION, DATA, BUSINESS INFORMATION, OR GOODWILL, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RESULTING FROM THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICE, REGARDLESS OF THE CAUSE OF ACTION, EVEN IF KAPIOS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND KNOWN DEFECTS. KAPIOS’S MAXIMUM LIABILITY ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO KAPIOS PURSUANT TO THE APPLICABLE ORDER FORM UNDER WHICH THE LIABILITY AROSE IN THE 12 MONTHS BEFORE THE LIABILITY AROSE.

9. CONFIDENTIALITY
9.1 Recipient will protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as Recipient would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. The confidentiality obligations of the Recipient hereunder with respect to disclosures made during the Term shall continue for three years after the Term, except with regard to any Confidential Information that constitutes a trade secret, including the Subscription Service and Documentation, in which case such obligations shall continue for as long as such item remains a trade secret under applicable law.
9.2 The foregoing obligations do not apply to information that: (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of any breach of this Agreement by Recipient; (b) at the time of disclosure is, or thereafter becomes, available to Recipient on a non-confidential basis from a third-party source, provided that, to Recipient’s knowledge, such third party is not and was not prohibited from disclosing such Confidential Information to Recipient by any legal, fiduciary, or contractual obligation; (c) was known by or in the possession of Recipient on a non-confidential basis, as established by documentary evidence, prior to being disclosed by or on behalf of Disclosing Party pursuant to this Agreement; or (d) was or is independently developed by Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any Confidential Information.
9.3 Upon the expiration or termination of this Agreement, or at Disclosing Party’s written request at any time during the Term, Recipient shall promptly return to Disclosing Party all copies (whether in written, electronic or other form or media) of the Confidential Information, or destroy all such copies and certify in writing to Disclosing Party that such Confidential Information has been destroyed. The foregoing does not require Client to return or destroy the Software or Documentation while it has a valid license during the Term or Kapios to return or destroy Confidential Information of Client required for Kapios’s performance pursuant to this Agreement.

10. GENERAL PROVISIONS.
10.1 This Agreement constitutes the sole and entire agreement between the parties. This Agreement supersedes all proposals, oral or written, and any prior understandings, agreements, representations, and documentation relating to the subject matter of this Agreement. In entering into this Agreement, Client has not relied on, and will not have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set forth in this Agreement, if any. In the event of a conflict between or among any terms comprising the Agreement, the applicable Service-Specific Addendum will control, followed by the Standard Terms, and then the EULA. This Agreement may only be amended by written instruments referencing this Agreement that are signed by authorized representatives of both parties, subject to Kapios’s right to modify the EULA as described in Section 1 (Agreement).
10.2 No waiver of any term or condition of this Agreement by us shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ours to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
10.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
10.4 Notices must be in writing and addressed to the applicable address set forth on the Order Form, or a subsequent address given by the applicable party. Notices may be deemed to be received when delivered personally, when delivered by a nationally-recognized overnight courier service, or three days after being deposited in the U.S. mail, postage prepaid, sent registered or certified mail, return receipt requested.
10.5 The parties agree to work cooperatively to resolve any dispute amicably at appropriate, mutually-determined management levels. If such resolution does not occur and a party wishes to escalate to a formal dispute resolution forum, such party must submit the dispute to binding arbitration at an agreed-upon site in Lucas County, Ohio, under the then-prevailing rules of the American Arbitration Association. Notwithstanding the foregoing, either party may bring an action in court to enjoin actual or threatened infringement or misuse of intellectual property or other proprietary rights. If for any reason a claim proceeds in court rather than in arbitration, then you hereby consent to personal jurisdiction and exclusive venue in the courts situated in Lucas County, Ohio, and hereby waive any right to jury trial, or to object to personal jurisdiction or venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding all choice of law provisions. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBSCRIPTION SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
10.6 Except for the payment of amounts owed under this Agreement, neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
10.7 Nothing in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, fiduciary, or other form of joint enterprise relationship between the parties. Neither party nor their agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
10.8 This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by you without the prior written consent of Kapios. Subject to the preceding sentence, the rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and assigns. Any attempted assignment other than in accordance with this Section shall be null and void.
10.9 Neither this Agreement nor any rights conferred by this Agreement may be assigned by Client without Kapios’s prior written consent, which it may withhold in its reasonable discretion. Kapios may impose a reasonable license fee on any such assignment. Kapios may assign or transfer this Agreement without Client’s consent.
10.10 Without limiting the generality of Section 9 of these Standard Terms or any of the other disclaimers in the Agreement, Client acknowledges and agrees that it is solely responsible for: (a) its compliance with all applicable laws, regulations, and accreditation requirements, the results of any audits on it or its facilities or affiliates, and any losses, liabilities, fines, or penalties arising out of or resulting from any of the foregoing, even if alleged to have been caused by failures of the Subscription Service; (b) backing up and retrieving any data stored in the Subscription Service, including by downloading any data upon termination of the applicable Subscription Term before it is deleted from the Subscription Services, and confirming that such data is complete; and (c) ensuring that its hardware is compatible with the Subscription Service.
10.11 The Subscription Service is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212, and containing commercial technical data, as that term is used in 48 C.F.R. § 12.211. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to the Subscription Service as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, or 48 C.F.R. § 227.7101 through 48 C.F.R. § 227.7104 with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §§ 12.211-12.212, with respect to all other US Government licensees and their contractors.  Kapios does not agree to license the Subscription Service to the Federal Government based on the license in 48 C.F.R. § 52.227-14, 48 C.F.R. § 52.227-19 or any other license provision. The Kapios reserves all rights to approve any license with any Federal agency.
10.12

LABORATORY ASSURED COMPLIANCE SOLUTION ADDENDUM

Subscription Service	Laboratory Assured Compliance Solution (“LACS”)
Minimum Specifications	Client shall be solely responsible for having: (i) the software (including the latest version of Microsoft Edge, Chrome, or Firefox only, with cookies and JavaScript enabled) and hardware (including the mobile tablet devices running iOS 10, or better, or Android 7.0, or better) needed to run the Subscription Service, and (ii) a high-speed internet connection (requires an internet connection delivering a minimum actual transfer speed of 1.5Mbps down, 128 kilobits up per individual User).
Support Services	Support Hours and Response Times. Between the hours of 8:00AM – 5:00PM Kapios’s local time on Business Days (“Working Hours”), technical support will be available during the Subscription Term via a support channel (LACS.Support@KapiosHealth.com) or phone (567-661-0772). Kapios will use commercially reasonable efforts to meet the target response timeframes set forth below. The timeframes described below are applicable during Working Hours. “Severity Level 1” means the Subscription Service is down from within Kapios’ secure data center. “Severity Level 2” means an issue which does not prevent or significantly impair the performance of any mission critical program functions, or where such prevention or impairment can be circumvented or avoided on a temporary basis by Client. “Severity Level 3” means a low impact issue or Documentation issue. Kapios shall undertake commercially reasonable efforts to respond to Severity Level 1 issues within two hours, Severity Level 2 issues within eight hours, and Severity Level 3 issues within three business days. The permanent resolution of Severity Level 3 issues may appear in future product releases. Kapios issue resolution efforts may be suspended or delayed (a) upon agreement of Client or (b) during such period as Client assistance is required to continue effective work and Client is not available. Point of Contact. Client shall maintain a primary point of contact for Kapios. Such contact shall be Client’s internal expert on LACS software application issues, who will be responsible for receiving and disseminating LACS application information from Kapios to Client and shall serve as Client’s primary contact with the support desk. Client is encouraged to maintain a backup person for this function. Kapios may refuse requests for support from Client unless they are made by the primary contact.
Hosting Responsibilities	Unless the Order Form specifies that Hosting Services are included, Client shall be responsible for installing and implementing LACS on servers under its possession or control, whether on-premises at Client’s location or through a third-party provider such as Microsoft Azure, and configuring the applicable network to allow Kapios any necessary access to LACS. Kapios will provide assistance with such installation, implementation, and configuration, in each case for an agreed-upon charge. If the Order Form specifies that Hosting Services are included, then Kapios will host LACS.

I/O SURG ADDENDUM

Subscription Service	I/O Surg
Additional Definitions	“CPT Content” means the Current Procedural Terminology (“CPT®”) licensed by Kapios from the American Medical Association (“AMA”) for incorporation into the Subscription Service. CPT is a registered trademark of, and the CPT Content is copyrighted by the American Medical Association. “Users” means employees, agents, contractors, and other personnel employed or engaged by Client, in each case who access or use the Subscription Service, as well as any individual who: (a) accesses, uses, or manipulates CPT Content contained in the Subscription Service; (b) accesses, uses, or manipulates the Subscription Service to produce or enable output (data, reports, or the like) that could not have been created without the CPT Content embedded in the Subscription Service, even though CPT Content may not be visible or directly accessible; or (c) makes use of an output of the Subscription Service that relies on or could not have been created without the CPT Content embedded in the Subscription Service, even though CPT Content may not be visible or directly accessible.
Additional Termination Terms	In addition to the termination rights set forth in the Standard Terms, Kapios may terminate the Subscription Service: Immediately, without cause or penalty in the event its license agreement with the AMA is terminated. Client understands and acknowledges that the provision of each annual release of CPT Content is dependent on a continuing contractual relationship between Kapios and the AMA. Pursuant to AMA requirements, the Order Form will terminate in the event of your default. However, Kapios will use commercially reasonable efforts, if appropriate, to coordinate with the AMA in an attempt to reinstate the Order Form. If after termination, notwithstanding the requirements set forth in Section 6.4, Client continues to utilize the CPT Content, Client shall, within thirty (30) days of the termination date, obtain a license directly from the AMA for use of such CPT Content. Client hereby agrees to indemnify, defend, and hold Kapios harmless for any claim, suit, action, or proceeding by the AMA resulting from its failure to obtain such a license.
License Metric	Fees are based on the number of Users. If the number of Users exceeds the maximum set forth on the Order Form at any point during the Term, then Client shall owe an additional $18.00 per User above such maximum.
Minimum Specifications	Client shall be solely responsible for having: (i) the software (including the latest version of Microsoft Edge, Chrome, or Firefox only, with cookies and JavaScript enabled) and hardware (including the mobile tablet devices running iOS 10, or better, or Android 7.0, or better) needed to run the Subscription Service, and (ii) a high-speed internet connection (requires an internet connection delivering a minimum actual transfer speed of 1.5Mbps down, 128 kilobits up per individual User).
Support Services	Support Hours and Response Times. Between the hours of 8:00AM – 5:00PM Kapios’s local time on Business Days (“Working Hours”), technical support will be available during the Subscription Term via a support channel (iosurg.Support@KapiosHealth.com) or phone (567-661-0772). Kapios will use commercially reasonable efforts to meet the target response timeframes set forth below. The timeframes described below are applicable during Working Hours. “Severity Level 1” means the Subscription Service is down from within Kapios’ secure data center. “Severity Level 2” means an issue which does not prevent or significantly impair the performance of any mission critical program functions, or where such prevention or impairment can be circumvented or avoided on a temporary basis by Client. “Severity Level 3” means a low impact issue or Documentation issue. Kapios shall undertake commercially reasonable efforts to respond to Severity Level 1 issues within two hours, Severity Level 2 issues within eight hours, and Severity Level 3 issues within three business days. The permanent resolution of Severity Level 3 issues may appear in future product releases. Kapios issue resolution efforts may be suspended or delayed (a) upon agreement of Client or (b) during such period as Client assistance is required to continue effective work and Client is not available. Point of Contact. Client shall maintain a primary point of contact for Kapios. Such contact shall be Client’s internal expert on I/O Surg software application issues, who will be responsible for receiving and disseminating I/O Surg application information from Kapios to Client and shall serve as Client’s primary contact with the support desk. Client is encouraged to maintain a backup person for this function. Kapios may refuse requests for support from Client unless they are made by the primary contact.
Hosting Responsibilities	Unless the Order Form specifies that Hosting Services are included, Client shall be responsible for installing and implementing I/O Surg on servers under its possession or control, whether on-premises at Client’s location or through a third-party provider such as Microsoft Azure, and configuring the applicable network to allow Kapios any necessary access to I/O Surg. Kapios will provide assistance with such installation, implementation, and configuration, in each case for an agreed-upon charge. If the Order Form specifies that Hosting Services are included, then Kapios will host I/O Surg.
CPT Content Notices and Additional Terms	US Government Rights. This product includes CPT which is commercial technical data, which was developed exclusively at private expenses by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. The AMA does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights- General) and DFARS 252.227-7015 (Technical Data – Commercial Items) or any other license provision. The AMA reserves all rights to approve any license with any Federal agency. THE SUBSCRIPTION SERVICE IS NEITHER APPROVED NOR SPONSORED BY THE AMA. The parties hereby agree that the AMA shall be a third-party beneficiary of this Agreement. The license to CPT Content is nontransferable, nonexclusive, for the sole purpose of internal use by Client and its Users within the United States. You are prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the Subscription Service, or a copy or portion of Subscription Service. Without limiting the restrictions in Section 3.2 of the Standard Terms or elsewhere in the Agreement, you may only make copies of the Subscription Service for back up or archival purposes. All notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made. You must ensure that anyone with authorized access to the Subscription Service will comply with the provisions of the Agreement. Client shall take all reasonable efforts to prevent any infringement of the copyrights or other proprietary rights residing respectively in the CPT Content and the Subscription Service. Client represents and warrants that neither it, nor its Users, shall utilize the Subscription Service outside of the United States. If Client or an User utilizes the Subscription Service outside of the United States, and Kapios or the AMA reasonably believes that, due to Client or its Users’ intentional acts or negligent use of the Subscription Service outside of the United States, the AMA’s copyright in the CPT Content, and/or Kapios’s intellectual property rights in the Subscription Service, have been misappropriated or infringed, Kapios shall notify Client of such belief in writing. Thereafter, Client shall, with Kapios’s reasonable assistance and at Client’s sole expense, take all reasonable actions necessary to protect AMA’s copyright in the CPT Content, and Kapios’s intellectual property rights in the Subscription Service, and otherwise protect the AMA and Kapios from any losses in connection therewith. Without limiting the generality of Section 8 of the Standard terms, CPT Content as contained in the Subscription Service is provided “as is” without any liability to the AMA, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet your requirements, and the AMA’s sole responsibility is to make available to Kapios replacement copies of the CPT Content if the data is not intact; and the AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in CPT Content.
Additional Reporting Obligations	Without limiting the obligations set forth in Section 5 of the Standard Terms, Client shall submit to Kapios, on June 1, and December 1 of each year, Reports containing the following data elements: (1) Organization name; (2) Parent Organization; (3) City, State; (4) Country (if not United States); (5) Number of annual releases (if more than one per year); and (6) Number of Users. Client hereby understands, acknowledges, and agrees that Kapios may provide such information to the AMA.
Trial Period	Billing will be delayed for 90 days after the Live Date. During the first 90 dates after the Live Date (“Trial Period”), Client may provide a written notice of termination of the Order Form without incurring any financial penalties pursuant to Section 6 (Term and Termination). If written notice of termination is received during the Trial Period, then Client will not be invoiced for the use of the product. If Client does not submit such a written notice of termination, then Client will be invoiced for the first 90 days of use on the next invoice.

Audit Ready Compliance Addendum

Subscription Service	Audit Ready Compliance (“ARC”)
Minimum Specifications	Client shall be solely responsible for having: (i) the software (including the latest version of Microsoft Edge, Chrome, or Firefox only, with cookies and JavaScript enabled) and hardware (including the mobile tablet devices running iOS 10, or better, or Android 7.0, or better) needed to run the Subscription Service, and (ii) a high-speed internet connection (requires an internet connection delivering a minimum actual transfer speed of 1.5Mbps down, 128 kilobits up per individual User).
Support Services	Support Hours and Response Times. Between the hours of 8:00AM – 5:00PM Kapios’s local time on Business Days (“Working Hours”), technical support will be available during the Subscription Term via a support channel (ARC.Support@KapiosHealth.com) or phone (567-661-0772). Kapios will use commercially reasonable efforts to meet the target response timeframes set forth below. The timeframes described below are applicable during Working Hours. “Severity Level 1” means the Subscription Service is down from within Kapios’ secure data center. “Severity Level 2” means an issue which does not prevent or significantly impair the performance of any mission critical program functions, or where such prevention or impairment can be circumvented or avoided on a temporary basis by Client. “Severity Level 3” means a low impact issue or Documentation issue. Kapios shall undertake commercially reasonable efforts to respond to Severity Level 1 issues within two hours, Severity Level 2 issues within eight hours, and Severity Level 3 issues within three business days. The permanent resolution of Severity Level 3 issues may appear in future product releases. Kapios issue resolution efforts may be suspended or delayed (a) upon agreement of Client or (b) during such period as Client assistance is required to continue effective work and Client is not available. Point of Contact. Client shall maintain a primary point of contact for Kapios. Such contact shall be Client’s internal expert on ARC software application issues, who will be responsible for receiving and disseminating ARC application information from Kapios to Client and shall serve as Client’s primary contact with the support desk. Client is encouraged to maintain a backup person for this function. Kapios may refuse requests for support from Client unless they are made by the primary contact.
Hosting Responsibilities	Unless the Order Form specifies that Hosting Services are included, Client shall be responsible for installing and implementing ARC on servers under its possession or control, whether on-premises at Client’s location or through a third-party provider such as Microsoft Azure, and configuring the applicable network to allow Kapios any necessary access to ARC. Kapios will provide assistance with such installation, implementation, and configuration, in each case for an agreed-upon charge. If the Order Form specifies that Hosting Services are included, then Kapios will host ARC.

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