Platform Agreement

This Platform Agreement (the “Agreement”) is entered into by and between Brellium, Inc. and the customer identified in the applicable sales order or order form (“Customer”). This Agreement is incorporated by reference into, and made a part of, each Sales Order (as defined below). By executing a Sales Order, Customer agrees to be bound by the terms and conditions of this Agreement.

DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

“Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Law” means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.

“Authorized User” means Customer’s Providers, employees, contractors, or agents authorized by Customer to access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors’ or agents’ access to and use of the Platform will be limited to their provision of services to Customer. Customer is responsible for all acts and omissions of Authorized Users and any other person who accesses and uses the Platform using any Authorized Users’ login credentials.

“Business Associate Agreement” or “BAA” means the agreement made available by Brellium at https://brellium.com/baa, as such agreement may be updated from time to time, which contains provisions required under HIPAA, to protect the confidentiality, integrity, and availability of Protected Health Information of Customer’s Patients. To the extent Customer is a “covered entity” (as that term is defined under HIPAA), Customer’s use of the Platform and Services, whether in a trial, pilot, or production environment, shall be deemed acceptance of and subject to the thencurrent Business Associate Agreement.

“Confidential Information” means: (i) with respect to Brellium, the Platform, and any and all source code relating thereto, the Usage Data, the Aggregate Data, the Documentation, pricing and fees related to the Platform provided hereunder, and any other non-public information or material regarding Brellium’s legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to Customer, the Customer Data, and any other non-public information or material regarding Customer’s legal or business affairs, financing, Authorized Users, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

“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.

“Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform as provided or made available by Brellium to Customer whether in a written or electronic form.

“Fees” means all fees payable by Customer as set forth in the applicable Sales Order, including the Subscription Fees, Professional Services fees and any other fees expressly specified therein.

“Maximum Number of Authorized Users” means the maximum number of Authorized Users that are allowed to access and use the Platform as specified in the applicable Sales Order.

“Patient” means an individual who has a direct patient or consumer relationship with Customer and whose Personal Information or Protected Health Information is ingested into or otherwise processed by the Platform.

“Platform” means Brellium’s proprietary software as a service platform with the specific functional features described in the applicable Sales Order, and all any Updates thereto, together with all Documentation.

“Personal Information” means any information: (i) that can be used to identify, contact, or precisely locate a natural person, household or device; and (ii) defined as ‘personal data,’ ‘personal information,’ ‘personally identifiable information,’ or ‘individually identifiable health information’ under any Applicable Laws

“Professional Services” means customization, development, data migration, integration, testing, implementation, training, conversion, consulting, or other services and deliverables, related to the Platform but not otherwise provided as part of the Platform, as further described in the applicable Statement of Work.

“Protected Health Information” or “PHI” means as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulation (“HIPAA”).

“Provider” means physicians or mid-level healthcare providers authorized by Customer to access and use the Platform.

“Sales Order” means an order form provided by Brellium to Customer and executed by authorized representatives of both parties that specifies the subscription to the Platform and the Services ordered by Customer, including applicable fees and other ordering details, and is incorporated into and governed by the Agreement.

“Services” means the Professional Services and Support Services provided by Brellium under this Agreement.

“Statement of Work” means a written document created and signed by authorized representatives of each party after execution of the Agreement which includes a description of the Professional Services to be provided by Brellium under this Agreement.

“Subscription Fee” means the fees paid by Customer to access the Platform as set forth in the applicable Sales Order(s).

“Updates” means any generally available corrections, fixes, patches, workarounds, and minor modifications denominated by version changes to the right of the decimal point (e.g., v3.0 to v3.1) to the Platform that Brellium provides to Customer under this Agreement. All version numbers shall be reasonably determined by Brellium in accordance with normal industry practice. Updates do not include additions or modifications that Brellium considers to be a separate product or for which Brellium charges its customers extra or separately.

“Usage Data” means the data that Brellium collects in connection with its monitoring of the performance and use of the Platform by Customer and its Authorized Users, including, without limitation, date and time of access, the portions of the Platform visited, the frequency and number of times such pages are accessed, the number of times the Platform is used in a given time period and other usage and performance data.

SALES ORDERS. The access to the Platform to be made available under this Agreement will be as set forth in one or more Sales Order. Each Sales Order is deemed incorporated into and made a part of this Agreement. To the extent any provision set forth in a Sales Order conflicts with any provision set forth elsewhere in this Agreement, the provision set forth in this Agreement shall govern, unless such Sales Order includes the section numbers of this Agreement that the parties no longer govern or are modified for the matters covered thereby.

Access to the Platform

Right to Access the Platform. Subject to the terms and conditions of this Agreement, including the timely payment of the applicable Subscription Fee, Brellium hereby grants to Customer during the Term a limited, non-exclusive, revocable, non-transferable, non-sublicensable, non-assignable (except as provided in Section 15.8 (Assignment)) right and license to permit Authorized Users (but not more than Maximum Number of Authorized Users) to access and use the Platform solely for Customer’s internal business purposes and within the license scope and parameters specified in the applicable Sales Order.

Modifications. 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 may charges additional fees. Access to such additional features and functionality shall only be granted, and Customer shall only be charged for any such additional fees, upon the Parties’ execution of an applicable Sales Order. Brellium further reserve the right to discontinue any feature of the Platform at any time during the Term at Brellium’s sole and reasonable discretion. Any such modification or discontinuance will not materially decrease the overall functionality of the Platform.

Restrictions on Use. 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, destroy or obscure any proprietary notices in or on the Platform including copyright notices, proprietary markings, or confidential legends placed upon or contained within the Platform (x) disclose or make available the Users Credentials associated with the Platform, other than to the applicable Authorized User, or (xi) cause or permit any Authorized User or third party to do any of the foregoing.

Documentation. Customer may copy and use (and permit the Authorized Users to copy and use) the Documentation solely in connection with the use of the Platform under this Agreement.

Onboarding of Authorized Users. Each Authorized User shall be issued a unique user ID and password access to the Platform (collectively, the “User Credentials”). Customer and its Authorized Users shall be solely responsible for maintaining the security and confidentiality of all User Credentials. Customer shall be responsible and liable for all access to, and use of the Platform conducted under the User Credentials, whether or not such access or use if authorized by Customer or performed by an actual Authorized User. Customer shall provide Brellium with the name, contact information and any other information reasonably requested by Brellium to register each Authorized User for access to the Platform, or allow permit Authorized Users to provide such information directly to Brellium (collectively, the “User 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.

Support Services. Brellium shall use commercially reasonable efforts to provide Customer and its Authorized Users problem resolution and technical support in connection with the Platform during the Term (the “Support Services”).

Payer Clawbacks. Brellium may, in its discretion, offer payer clawback protection (“Clawback Protection”) to Customer, but only if and to the extent expressly set forth in an applicable Sales Order. Any Clawback Protection is subject to any additional requirements, limitations, exclusions, eligibility criteria, caps, and procedures set forth in the applicable Sales Order (the “Clawback Terms”). In the event of any conflict between this Agreement and the Clawback Terms, the Clawback Terms shall control with respect to Clawback Protection.

Fees

Fees. Customer shall pay the applicable Fees pursuant to the payment terms set forth in an applicable Sales Order. For each renewal term, the applicable Fees for subsequent years shall automatically increase by ten percent (10%) per year unless otherwise agreed in writing by the parties. Unless otherwise expressly provided for in this Agreement, all Fees paid under this Agreement are non-refundable. Customer agrees that payment of the Fees under this Agreement is not contingent on the delivery of any future Platform functionalities, or features, or any other future commitments.

Invoices. Brellium shall invoice Customer in accordance with the invoicing schedule set forth in the applicable Sales Order. All invoices shall be due and payable as specified in the Sales Order. If a fee is due upon a payment milestone that is not expressly set forth in the Sales Order, such fee shall be due thirty (30) days after Customer’s receipt of the applicable invoice. Any undisputed invoice not paid when due shall be deemed late, and Brellium may assess late charges at a rate not to exceed the lesser of 1.5% per month or the maximum rate permitted by applicable law. If Customer fails to pay any undisputed invoice within ten (10) days after Brellium provides written notice of such nonpayment, Brellium may suspend Customer’s and its Authorized Users’ access to the Services until all outstanding amounts are paid in full. Customer shall notify Brellium in writing of any goodfaith dispute with an invoice within fifteen (15) days of the invoice date, specifying the basis for the dispute. Brellium shall promptly review the dispute and respond with either a corrected invoice or a written explanation supporting the invoiced charges. Customer shall timely pay all undisputed portions of any invoice.

Taxes. The applicable Fees payable by Customer under the Agreement 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 solely on Brellium’s net income. If Brellium is required by law to collect or remit any Taxes for which Customer is responsible under this Section, such Taxes shall be invoiced to and paid by Customer, unless Customer provides Brellium with a valid tax exemption certificate authorized by the applicable taxing authority.

Professional Services

Statements of Work. Customer may request Company to provide Professional Services. All such Professional Services will be covered by one or more Statements of Work agreed on by the Parties. Each Statement of Work will be in writing, signed by an authorized representative of each Party, will reference this Agreement, and will specify the Professional Services covered by that Statement of Work, without limitation: (i) a description of the Professional Services, including any applicable specifications, milestones, and deliverables to be developed; and (ii) the applicable fees. The fees for Professional Services shall be billed by Brellium and paid by Customer in accordance with the applicable Sales Order.

Ownership of Work Product. Unless otherwise set forth in a Statement of Work, Company shall own all right, title, and interest, including, without limitation, all intellectual property rights, in and to all deliverables, customizations, functionalities, and other work product created by Company in the performance of the Professional Services (collectively, “Work Product”); provided, however, that upon the full payment of the applicable Professional Services fees, any Work Product shall be considered part of the Platform hereunder and Customer shall have a license thereto as set forth in Section 3.1 subject to the terms and conditions of this Agreement including the restrictions in Section 3.3.

Obligations of Customer

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.

Connection with Applicable EMR. 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 identified in the applicable Sales Order (and not from any other EMR or other electronic database), and (2) use such Customer Data solely for analysis and identification of potential entry errors or deficiencies. For avoidance of doubt, the Platform is not intended, designed, or licensed for use in connection with making clinical decisions or delivering healthcare services to patients and Customer is solely responsible for all clinical decisions and patient care. During the Term, Customer shall ensure that Brellium has continuous, times, and adequate access to Customer’s Applicable EMR system so that Brellium can perform its obligations under this Agreement. The Customer is responsible for paying all fees, costs, and charged 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 Data, Brellium will make commercially reasonable efforts to assist Customer in resolving such issues; however, Brellium shall have no responsibility or liability for such EMR-related limitations of changes, and Customer remains fully liable for all obligations under this Agreement, including all payment obligations.

Term and Termination

Term. This Agreement shall commence on the date Customer accepts this Agreement (the “Effective Date”) and shall remain in effect for so long as one or more Sales Orders entered into under this Agreement remain in effect, unless earlier terminated in accordance with the terms of this Agreement. Each Sales Order shall specify its own initial term and shall automatically renew for successive periods equal in length to the applicable initial term (or most recently renewed term), unless either party provides written notice of nonrenewal at least sixty (60) days prior to the expiration of the thencurrent term of the applicable Sales Order. Each Sales Order shall renew independently of any other Sales Order. The termination or expiration of any individual Sales Order shall not, by itself, terminate this Agreement or any other Sales Order then in effect. For purposes of this Agreement, the “Term” means, with respect to each Sales Order, the initial term specified in such Sales Order together with any renewal terms thereof. This Agreement shall terminate automatically upon the expiration or termination of the final active Sales Order, unless otherwise agreed in writing by the parties.

Termination. Either Party may terminate this Agreement, any Sales Orders and/or any Statements of Work: (i) upon thirty (30) days’ notice to the other Party if the other Party breaches a material term of this Agreement, any Sales Order, and/or any Statement of Work, and the breach remains uncured at the expiration of such thirty (30) day period; provided, however, that in the event of Customer’s failure to pay undisputed amounts when due, the non‑breaching Party may terminate upon ten (10) days’ written notice if such failure remains uncured at the expiration of such ten (10) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. In addition, Brellium may terminate this Agreement upon written notice to Customer under the limited circumstances set forth in Section 12.2.

Suspension for Non-Payment. Brellium may suspend Customer and its Authorized User’s access to the Platform upon written notice if any undisputed invoiced amount due hereunder is past due. Brellium will not suspend Customer and its Authorized User’s access to the Platform while Customer is disputing any invoiced amount due hereunder reasonably and in good faith and is cooperating diligently to resolve the dispute. If Customer and its Authorized User’s access to the Platform is suspended for non-payment, Brellium may charge a re-activation fee to reinstate the access. Customer will promptly reimburse Brellium for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees Brellium may incur, to the extent necessitated by Customer’s refusal to pay any invoiced amounts that Customer is not disputing in good faith.

Effect of Termination. Upon termination or expiration of this Agreement: (i) all rights and licenses granted hereunder with respect to the Platform shall terminate and Customer and its Authorized Users will stop all access to and use of the Platform and Services; (ii) Customer will promptly pay all unpaid Fees and applicable Taxes due through the end of the such termination or expiration; and (iii) each Party will either return to the Disclosing Party (or, at such Disclosing Party’s instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party’s Confidential Information that are in the Receiving Party’s possession or control. Notwithstanding the foregoing, each Party may (i) retain and use one copy of the other Party’s Confidential Information solely to the extent required to comply with applicable law, regulatory authority, or its bona fide internal document retention policies, and (ii) retain Confidential Information contained in routine backup or archival systems created in the ordinary course of business, provided that in each case such retained Confidential Information (a) remains subject to the confidentiality obligations of this Agreement, and (b) is not readily accessible or used for any purpose other than compliance with the foregoing requirements. Within thirty (30) days of the termination of this Agreement, upon Customer’s written request, Brellium will reasonably assist Customer with an export of Customer Data that is in Brellium’s possession or control in a format mutually agreeable to the Parties. After this thirty (30) day period, Brellium shall have no further obligation to Customer with respect to the storage of Customer Data and Brellium shall permanently delete such Customer Data, except for any Customer Data that may be in Brellium’s backup systems which shall be deleted in accordance with Brellium’s data retention policies.

Survival. The following provisions will survive termination of this Agreement: Section 1 (“Definitions”), Section 4 (“Fees”), Section 7.4 (“Effect of Termination”), this Section 7.5 (“Survival”), Section 8 (“Confidential Information; Feedback”), Section 9.2 (De-identified Data”), Section 9.3 (“Aggregate Data”), Section 10 (“Intellectual Property”), Section 11 (“Representations and Warranties; Warranty Disclaimers”), Section 12 (“Indemnification”), Section 13 (“Limitation of Liability”), and Section 15 (“General”).

Confidential Information; Feedback

Confidentiality Obligations. At all times, the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

Feedback. Customer and its Authorized Users may provide to Brellium suggestions, ideas, enhancement requests, feedback, recommendations or other information (excluding Customer Data) relating to Brellium’s business operations, the operation of the Platform or provision of the Platform or Services (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 Authorized Users. 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.

Customer Data

Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants to Brellium a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, create derivative works of, and distribute the Customer Data during the Term for the purpose of providing the Platform and Services. If Customer is a “covered entity” or a “business associate” (as those terms are defined under HIPAA) and Customer Data includes PHI (as that term is defined under HIPAA), Brellium shall process any PHI included in the Customer Data in accordance with the Business Associate Agreement which is hereby incorporated by reference into this Agreement and forms a part hereof. In the event of a conflict between this Agreement and the Business Associate Agreement, the Business Associate Agreement shall control solely with respect to the processing of PHI. 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, even if it is processed incorrectly. 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. Notwithstanding anything to the contrary set forth herein, 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. 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.

De-identified Data. Customer agrees that Brellium may use De-identified Data (as defined in the Business Associate Agreement) for Brellium’s internal business operations and functions, including but not limited to, training the AI/ML models in the Platform, product improvement and other purposes.

Aggregate Data. Notwithstanding anything to the contrary herein, Brellium may use Customer Data, as well as any Usage Data in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving Brellium’s products and services including the Platform and the Services. Aggregate Data does not identify Customer or any individual. Customer hereby agrees that Brellium may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.

Data Security. Brellium will employ commercially reasonable physical, administrative, and technical safeguards to secure the Customer Data from unauthorized use or disclosure.

Intellectual Property

As between the parties, all right, title, and interest in and to the Platform, the Aggregate Data, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Company. Subject to Section 9, all right, title, and interest in and to Customer Data and all intellectual property rights therein, will be and remain Customer’s sole and exclusive property.

Representations and Warranties

Representations and Warranties. Each party represents and warrants to the other party that: (i) to the extent it is an entity, it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such party; (iii) the individual accepting this Agreement on behalf of a legal entity has the authority to bind such entity to this Agreement; (iv) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (v) it will perform its obligations under this Agreement in compliance with all Applicable Laws.

Additional Representations and Warranties of Brellium. In addition to the representations and warranties set forth in Section 11.1, Brellium represents and warrants to Customer that: (i) the Services to be provided by Brellium hereunder will be performed in a professional manner by qualified personnel or qualified contractors; and (ii) the Platform will operate in substantial conformance with its Documentation during the Term of this Agreement.

Additional Representations and Warranties of Customer. In addition to the representations and warranties set forth in Section 11.1, Customer represents and warrants to Brellium that: (i) Customer has all rights and permissions necessary for Customer to provide Brellium with or grant Brellium access to and use of all Customer Data; (ii) Customer has obtained and maintains all necessary and appropriate consents, permissions, and authorizations from each individual whose data, including Personal Information or PHI in included in the Customer Data to use such data in the manner contemplated by this Agreement; (iii) 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; (iv) all Providers are licensed medical professionals and are in good standing in the states such Providers are providing medical care; and (v) the Customer Data does not violate any Applicable Laws.

Warranty Disclaimers. ALTHOUGH THE PLATFORM AND THE OUTPUT GENERATED THROUGH THE PLATFORM CAN BE USED AS AN AID TO CUSTOMER AND ITS AUTHORIZED USERS TO MAKE INFORMED BUSINESS DECISIONS. THE PLATFORM AND OUTPUT GENERATED THROUGH THE PLATFORM IS NOT MEANT TO SUBSTITUTE LEGAL OR BUSINESS ADVICE OR CUSTOMER’S OR ANY AUTHORIZED USER’S EXERCISE OF THEIR OWN JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY’S SOLE DISCRETION AND ELECTION. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1 AND SECTION 11.2, THE PLATFORM, DOCUMENTATION, SERVICES, OUTPUT GENERATED THROUGH THE PLATFORM, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY BRELLIUM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NEITHER BRELLIUM NOR BRELLIUM’S SUPPLIERS OR SERVICE PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND BRELLIUM HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE PLATFORM, DOCUMENTATION, SERVICES, OUTPUT GENERATED THROUGH THE PLATFORM, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY BRELLIUM ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION AND NONE OF THE FOREGOING RECOMMEND OR ENDORSE ANY PRODUCTS, ACTIONS OR INFORMATION FOR ANY PARTICULAR CIRCUMSTANCES. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ASSURING APPROPRIATE USE BY ITS AUTHORIZED USERS OF ALL MEDICAL INFORMATION PROVIDED THROUGH THE PLATFORM AND FOR COMMUNICATING THE CONTENT OF THIS SECTION TO ITS AUTHORIZED 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. CUSTOMER AND ITS AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS OR TREATMENT DECISIONS CUSTOMER OR ITS AUTHORIZED USERS MAKE BASED UPON ANY OUTPUT PROVIDED AND/OR MADE AVAILABLE THROUGH THE PLATFORM AND THE SERVICES. ALL OUTPUTS ARE INTENDED AS RECOMMENDATIONS OR DRAFT SUGGESTIONS AND MUST BE INDEPENDENTLY REVIEWED AND VALIDATED BY CUSTOMER AND ITS AUTHORIZED USERS BEFORE ANY APPLICATION. BRELLIUM DOES NOT WARRANT THAT THE PLATFORM, DOCUMENTATION, SERVICES, OUTPUT GENERATED THROUGH THE PLATFORM, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY BRELLIUM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE FOREGOING WILL MEET CUSTOMER'S REQUIREMENTS. 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 DATA OR OTHERWISE. BRELLIUM SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN CONNECTION WITH ANY BUSINESS DECISION OR OTHER ACTION UNDERTAKEN BY CUSTOMER, ITS AUTHORIZED USERS OR ANY PATIENT IN CONNECTION WITH THEIR USE OF THE PLATFORM, AND CUSTOMER, ITS AUTHORIZED USERS AND PATIENTS SHALL UNDERTAKE ANY SUCH BUSINESS DECISIONS OR ACTIONS AT THEIR SOLE RISK. 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 CUSTOMER’S OR AUTHORIZED USERS’ 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 AUTHORIZED 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. BRELLIUM IS NOT RESPONSIBLE FOR ANY CLAIMS OR INJURY OF ANY KIND ARISING OUT OF OR RELATED TO CUSTOMER’S OR ITS AUTHORIZED USERS’ RELIANCE ON INFORMATION, INCLUDING BUT NOT LIMITED TO ANY OUTPUT, CONTAINED WITHIN OR TRANSMITTED THROUGH THE PLATFORM. TO THE EXTENT THAT BRELLIUM MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

Indemnification

Indemnification by Customer. Customer will indemnify, defend, and hold Brellium, its affiliates, and its and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Brellium Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Brellium Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from: (i) Customer or its Authorized Users breach of this Agreement; (ii) Customer Data; (iii) gross negligence, willful misconduct, fraud, or violation of Applicable Laws; or (iv) Customer or its Authorized Users breach of any third-party’s terms of use, privacy policy, acceptable usage policies, or other similar policies, including those of the Applicable EMR.

Indemnification by Brellium. Brellium will indemnify, defend, and hold Customer and its Representatives harmless from and against any and Losses incurred by any such parties in connection with any Claim alleging that the Platform or Customer’s or is Authorized User’s use thereof in accordance with this Agreement infringes or misappropriates any third-party intellectual property rights (an “Infringement Claim”). In the event that Brellium reasonably determines that any Platform is likely to be the subject of a third-party Claim, Brellium will have the right (but not the obligation), at Brellium’ own expense, to: (a) procure for Customer the right to continue to use the Platform as provided in this Agreement; (b) replace the infringing components of Platform with other components with equivalent functionality; or (c) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to Brellium on commercially reasonable terms, Brellium may terminate this Agreement and provide Customer a pro-rate refund of unused portion of any Fees that Customer has prepaid. Notwithstanding the foregoing, Brellium is not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any Infringement Claim to the extent the Infringement Claim arises from or is based upon (v) Customer or its Authorized Users’ use of the Platform not in accordance with the Documentation or this Agreement; (w) Customer Data; (x) any unauthorized modifications, alterations, or implementations of the Platform made by or on behalf of Customer (other than by Brellium); (y) use of the Platform in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or expressly permitted in writing by Brellium; or (z) use of the Platform in a manner or for a purpose for which it was not designed. This Section 12.2 states Customer’s sole and exclusive remedy, and Brellium’s sole and exclusive liability, regarding any Infringement Claim.

Indemnification Procedure. The indemnification obligations set forth in Section 12.1 and Section 12.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim (provided that failure to provide prompt written notice to of such Claim will not alleviate the indemnifying Party of its obligations under this Section 12 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party’s approval.

Limitation of Liability

IN NO EVENT WILL BRELLIUM HAVE ANY LIABILITY TO CUSTOMER FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARTY, SPECIAL, OR INCIDENTAL DAMAGES OF ANY KIND, (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 (INCLUDING EPRS), DATA FILES, PROGRAMS OR INFORMATION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT BRELLIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BRELLIUM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID BY CUSTOMER TO BRELLIUM UNDER THE APPLICABLE SALES ORDER UNDER WHICH THE CLAIM ARISES DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE THE ALLEGED LIABILITY AROSE. THE PARTIES AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION REPRESENT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES.

Marketing

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. 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. 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. 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. 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. Subject to mutual written agreement on content and timing, the parties may collaborate on the development of a case study describing Customer’s use of, and experience with, Brellium’s Services (a “Case Study”). Any Case Study shall be subject to each party’s prior written approval, which shall not be unreasonably withheld or delayed, and shall not disclose any Confidential Information of either party without such party’s prior written consent. Each party retains all rights in its respective trademarks, logos, and proprietary information, and no use thereof shall occur except as expressly approved in writing for the Case Study.

General

Relationship of 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.

Governing Law and Venue; Arbitration. This Agreement shall be deemed entered into and performed in the State of Delaware and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflictoflaws principles. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”), the parties shall first attempt in good faith to resolve the Dispute through negotiations for a period of thirty (30) days following written notice of the Dispute. If the Dispute is not resolved through such goodfaith negotiations, either party may, by written notice, require that the Dispute be resolved by binding arbitration administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, including the applicable Expedited Procedures. The seat and venue of the arbitration shall be Delaware. The arbitration tribunal shall award costs and reasonable attorneys’ fees to the prevailing party. If no prevailing party is determined, the tribunal shall have discretion to allocate fees and costs as it deems appropriate. The final arbitration award may be entered and enforced in any court of competent jurisdiction in the State of Delaware, and the parties irrevocably submit to the jurisdiction of such courts for that purpose. 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. Notwithstanding the foregoing, Brellium reserves the right to seek injunctive or equitable relief in a court of competent jurisdiction, without the requirement to arbitrate, in the event of unauthorized use of the Platform, including any use that violates the U.S. Copyright Act or any use by Customer, its representatives, or assigns outside the scope of rights granted under this Agreement.

Notice. Any and all notices, designations, consents, offers, acceptances, or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by: (a) personal delivery with receipt; (b) a nationally recognized overnight courier with all fees prepaid; (c) certified or registered mail, return receipt requested; or (d) email transmission. Notices shall be sent to the addresses (or email addresses, as applicable) set forth in the applicable Sales Order for each party, unless a party provides written notice of a change of address or email address in accordance with this Section. Notices sent by email shall be deemed received on the date sent, provided that no delivery failure or bounceback notice is received by the sending party.

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.

Interpretation. 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. Wherever the context so requires, the singular number includes the plural and conversely. The words ‘herein’, ‘hereof’, ‘hereunder’, and other compounds of the word ‘here’ shall refer to the entire Agreement and not to any particular provision hereof. The word ‘or’ is not exclusive. All references to ‘including’, ‘includes’, or ‘include’ (or similar words) shall be construed as meaning ‘including, without limitation’ (or its applicable variant).

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 counterpart of this Agreement electronically shall constitute a binding original of the Agreement.

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

Assignment. Neither party may assign or otherwise transfer (by operation of law or otherwise) the rights, duties, obligations, or privileges under the Agreement without the prior written consent of the other party, which may not be unreasonably withheld; provided, however, that Brellium may assign or otherwise transfer its rights or privileges and delegate its duties or obligations under the Agreement without Customer’s prior written consent: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

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.

Completeness of the Agreement. This Agreement, the executed 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, including any terms and conditions contained in Customer’s purchase order, acknowledgement or other ordering document shall have any validity or bind either Brellium or Customer.

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, the parties will negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible..

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

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, 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.