C8 Health:
Subscription Terms

C8 Health – Subscription Terms

These subscription terms (the “Agreement”) governs your and your Users’ (defined
below) access to and use of our Subscription Services (as defined below), which are made
available to you (“Client”, “You” or “you”) by C8 Health Inc. (“C8 Health,” “we”, “us,” or
“our”).
If you are entering into this Agreement on behalf of a legal entity, you represent that you
have the authority to bind such entity to this Agreement, in which case the terms “Client” “you”
or “your” refers to such entity.
BY ACCESSING AND/OR USING OUR SUBSCRIPTION SERVICES, YOU
ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO BE LEGALLY
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT
ACCEPT THE TERMS OF THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO
BIND THE ENTITY TO THIS AGREEMENT, YOU AND YOUR USERS MAY NOT
ACCESS OR USE OUR SUBSCRIPTION SERVICES.
The parties intending to be legally bound, hereby agree as follows:
1. DEFINITIONS
1.1. “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.
1.2. “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.
1.3. “Client Content” means any information, text, graphics, images, documents,
policies, procedures, and other materials that you or your Users provide or
otherwise upload through the Platform, including any Third-Party Content, and all
updates, modifications, improvements, enhancements, adaptations, translations,
and derivative works thereof.
1.4. “Client Data” means any data, or other information that you or your Users
provide or otherwise upload through the Platform, including without limitation,
information about physicians and other health professionals.
1.5. “Content Provider” means C8 Health’s client that opts-in to receive access to the
Knowledge Sharing Hub and contributes Shared Content through the Knowledge
Sharing Hub.
1.6. “Content Recipient” means C8 Health’s client that opts-in to receive access to
the Knowledge Sharing Hub and receives access to Shared Content through the
Knowledge Sharing Hub.
1.7. “Documentation” means the standard written materials regarding the Platform or
Subscription Services that C8 Health may make available to its customers.
1.8. “Harmful Code” means computer code, programs, or programming devices that
are intentionally designed to disrupt, modify, access, delete, damage, deactivate,
disable, harm, or otherwise impede in any manner, including aesthetic disruptions
or distortions, the operation of the Services or the Platform, or any other
associated software, firmware, hardware, computer system, or network (including,
without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time
locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices)
or any other harmful, malicious, or hidden procedures, routines or mechanisms
that would cause the Services or the Platform to cease functioning or to damage or
corrupt data, storage media, programs, equipment, or communications, or
otherwise interfere with the operations of the Subscription Services or Platform.
1.9. “Knowledge Sharing Hub” means a repository of content that is made available
for sharing by various C8 Health clients through the Platform.
1.10. “Order Form” means an order form signed by both parties for Client to receive
Subscription Services, or purchase certain services from C8 Health. Each Order
Form will be non-cancelable and non-refundable, except to the extent expressly
provided in this Agreement or such Order Form.
1.11. “Platform” means the C8 Health software and mobile application developed and
managed by C8 Health and the related services listed in the applicable Order
Form, including any Third-Party Content included therein, and all enhancements,
updates, upgrades, modifications or other releases thereof provided to Client, and
Documentation.
1.12. “Shared Content” means any Client Content that Content Provider designates for
sharing with one or more Content Recipients. For purposes of this Agreement,
Shared Content shall be considered part of the Client Content and all terms and
conditions of this Agreement that apply to Client Content shall also apply to
Shared Content.
1.13. “Subscription Services” means the Platform as made available to Client online
and managed by C8 Health for use within the scope set in the applicable Order
Form, including related services.
1.14. “Third-Party Content” means any information, and other materials owned by a
third party.
1.15. “Users” means Your employees, contractors, or agents authorized by You to
access and use the Subscription Services pursuant to the terms and conditions of
this Agreement; provided, however, that any contractors’ or agents’ access to and
use of the Subscription Services will be limited to their provision of services to
You.
2. LICENSE RIGHTS; RESTRICTIONS
2.1. License. C8 Health grants You, subject to full compliance with the terms and
conditions set forth herein, a limited, non-exclusive, non-transferable,
non-sublicensable, revocable right during the Term as designated in the applicable
Order Form, to:
2.1.1 Subscription Services: Access and use the Platform, solely for Your
internal use and not for any further commercialization or provision of
services which involve the provision of the Platform benefits to any
third party, in accordance with Documentation;
2.1.2 Grant Your Users access to the Platform solely as necessary for Your
internal business purposes. Access to the Platform by Users is made
through authorized email addresses, which You provide to Users.
2.2. Use Restrictions.
Unless otherwise expressly provided herein, you agree that You will not, nor will
you authorize any third party to: (a) distribute, license, sublicense, or sell the
Platform or Subscription Services to any third party; (b) modify, alter, copy,
transfer, emulate or create any derivative works of the Platform, or Subscription
Services; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any
way attempt to derive source code, know-how or designs from the Platform, the
Subscription Services or any part thereof; (d) remove, alter or obscure any
copyright, trademark or other proprietary rights notice, on or in, the Platform or
Subscription Services; (e) bundle, integrate, or attempt to integrate with the
Platform or Subscription Services, any third-party software technology other than
as expressly permitted in writing by C8 Health (including through the
Documentation); (f) use the Platform or Subscription Services for any
benchmarking or for competing development activities, (g) publish or disclose to
any third party any technical features, quality, performance or benchmark test, or
comparative analyses relating to the Platform or Subscription Services except for
your internal use or as expressly permitted by C8 Health in writing, (h) use the
Platform, Subscription Services, or any portion or component thereof in violation
of any Applicable Law, (i) introduce, post, or upload to the Subscription Services
or Platform any Harmful Code, (j) use the Subscription Services or Platform in
connection with service bureau, timeshare, service provider or like activity
whereby you operate the Subscription Services or Platform for the benefit of a
third party, or (k) circumvent any processes, procedures, or technologies C8
Health has put in place to safeguard the Platform or Subscription Services.
Without derogating from the foregoing, you shall take commercially reasonable
precautions to prevent any unauthorized access and/or unauthorized usage of the
Platform. You shall be responsible and liable for any act or omission by any of
your affiliates, Users or other personnel acting on your behalf and any other
person who accesses and/or uses the Platform using any of your Users’ login
credentials, as if performed by You.
2.3. Service Changes. C8 Health reserves the right to modify, correct, amend,
enhance, improve, or make other changes which do not have a substantial adverse
effect on the Platform or Subscription Services without notice, at any time. In the
event of a temporary or permanent discontinuation of the Platform or Subscription
Services, or in the event of a modification to the Platform or Subscription Service
which is reasonably expected to have a material adverse impact on the Services,
C8 Health will make reasonable efforts to provide You with reasonable prior
written notice in advance. You agree that C8 Health shall not be liable to You or
to any third party for any modification, suspension or discontinuance of the
Platform or Subscription Services under this section.
2.4. Feedback. You may provide C8 Health with feedback regarding the use,
operation, performance, and functionality of the Platform, Subscription Services
or any beta features or functionality of the Platform or Subscription Services
which are not generally available to C8 Health customers (“Pre-Release
Features”), including identifying potential errors and improvements
(“Feedback”). You hereby grant C8 Health a perpetual, irrevocable, worldwide,
unlimited, sublicensable, fully paid-up and royalty-free right to use the Feedback
in any manner.
2.5. Third Party Software. You hereby confirm and acknowledge the utilization of
third-party software components in the Subscription Services or Platform
including without limitation components licensed under free or open source
licenses, and you hereby consent to use of such third party components and that
the use of such third party components may be subject to separate terms, licenses
and notices which will be made available to you together with the Platform.
Without derogating from C8 Health’s limited warranty provided in Section 5
below, such third-party components are utilized on an “AS IS” basis without any
warranty whatsoever.
2.6. Export Restrictions. You acknowledge that the Platform or Subscription Services
may be subject to United States’ export jurisdiction and to any other Applicable
Laws concerning the transfer of the Platform or any part thereof across
international borders. You will comply with all Applicable Laws that apply to
Your use of the Platform or Subscription Services, including United States Export
Administration Regulations, as well as end user, end use and destination
restrictions which may be issued by the United States and other governments from
time to time.
3. TERM AND TERMINATION
3.1. Term. This Agreement is binding upon signing and will continue through the
Term of its Order Forms (“Term”), unless earlier terminated pursuant to this
Section 3.
3.2. Material Breach. In the event that either party commits a material breach of this
Agreement or any Order Form, and such breach remains uncured for thirty (30)
days following receipt of written notice from the non-breaching party, the
non-breaching party may terminate this Agreement or such Order Form by
providing written notice of the breaching party’s failure to cure such breach. If
such termination is due to C8 Health’ breach, C8 Health will refund Client any
unused, pre-paid fees for the Subscription Services and/or Platform. In the event
that C8 Health reasonably believes that You are breaching or have breached of the
terms of this Agreement, C8 Health reserves the right to either suspend or
terminate Your use of the Subscription Services, Platform or C8 Health’ provision
of other products or services.
3.3. Bankruptcy. Either party may, by written notice to the other party, terminate this
Agreement or any Order Form in the event such other party terminates or
suspends its business, admits in writing to its inability to pay its debts as they
mature, makes an assignment for the benefit of creditors, becomes subject to
direct control of a trustee, receiver or similar authority, or becomes subject to any
other bankruptcy or insolvency proceedings not dismissed within sixty (60) days.
3.4. Upon Termination or Expiration. If the Agreement is terminated or expires, each
party will return to the other, or certify in writing the destruction of all
Confidential Information (as defined below) or property of the other, provided,
however, that neither party has to delete or erase any Confidential Information
that has been saved to a back-up file or electronic archiving system in accordance
with such party’s ordinary back-up or document retention policies or that is
required for litigation, regulatory or corporate records retention reasons. Upon
termination of the Agreement or any Order Form (other than for termination due
to C8 Health’ breach of the Agreement), the payment obligation for all fees for
the full applicable term will be paid to C8 Health at the time of termination of this
Agreement or the Order Form. If this Agreement or an Order Form is terminated
or expires, all rights granted under the Agreement and that Order Form will
terminate and You shall immediately cease any and all use and access to the
Subscription Services and Platform.
3.5. Survival. Sections 2.4, 3.4, 3.5, 4, 5 through 13 and any outstanding payment
obligations will survive the termination or expiration of this Agreement.
4. FEES
4.1. In consideration for the rights and Subscription Services provided to You
hereunder, you shall pay C8 Health the Fees set forth in the applicable Order
Form.
4.2. Except to the extent expressly provided in the applicable Order Form, all fees are
non-cancelable and non-refundable. All payments are due 30 days from the date
of C8 Health’s invoice and will be subject to a late charge of 1.5% monthly or the
maximum amount permitted by applicable law, whichever is less.
4.3. All Fees are stated and payable in US Dollars and are exclusive of any applicable
taxes such as Sales Tax (State or Federal) or Value Added Tax (VAT). Client will
bear and pay all taxes related to or arising from this Agreement, except for those
taxes based on C8 Health’s income. Client may not withhold or set off any Fees
due to C8 Health.
5. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
5.1. Mutual 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.
5.2. Additional Representations and Warranties of Client. In addition to the
representations and warranties set forth in Section 5.1, Client represents and
warrants that: (i) Client has all rights, licenses and permissions necessary for
Client to provide C8 Health with and grant C8 Health the rights granted hereunder
with respect to Client Data and Client Content, (ii) Client has obtained all
necessary and appropriate consents, permissions, and authorizations in accordance
with all Applicable Laws with respect to Client Data and Client Content provided
hereunder, and (iii) Client and its Users will not include in the Client Data, Client
Content or otherwise make available through the Platform or the Subscription
Service, any protected/personal health information or any information that is
otherwise regulated under HIPAA or other Applicable Law (“PHI”).
5.3. C8 Health Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION
5.1, THE PLATFORM,SUBSCRIPTION SERVICES, THEIR COMPONENTS,
ANY DOCUMENTATION, AND ANY OTHER MATERALS AND
INFORMATION, INCLUDING ANY THIRD-PARTY CONTENT PROVIDED
BY C8 HEALTH HEREUNDER ARE PROVIDED “AS IS” AND “AS
AVAILABLE,” AND C8 HEALTH AND ITS SUPPLIERS, SERVICE
PROVIDERS AND LICENSORS MAKES NO REPRESENTATIONS OR
WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED WITH
RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS
AGREEMENT, AND C8 HEALTH HEREBY DISCLAIMS ANY AND ALL
EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES ARISING FROM COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY
OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, OR NON-INTERFERENCE.
6. DATA
6.1. Ownership. You or your licensors retain all right, title and interest in and to all
the Client Data and Client Content. You are solely responsible for the accuracy,
quality and legality of your Client Data and Client Content. To the extent that
personal information is provided as part of the Client Data or Client Content in
compliance with this Section 6 and the Agreement, C8 Health will process such
personal information in accordance with its privacy policy (“Privacy Policy”).
6.2. License to Use Client Data and Client Content. You hereby grant C8 Health a
worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable right and
license, with the right to grant sublicenses through multiple tiers to vendors
providing services to C8 Health (such as hosting providers) to access, use,
execute, store, archive, perform, display, process, modify, distribute and
reproduce the Client Data and Client Content during the Term, for the purposes of
providing the Subscription Services, support or as otherwise expressly provided in
this Agreement and the applicable Order Form.
6.3. Anonymous Cumulative Information. You hereby acknowledge and consent that
the Subscription Services or Platform may collect and store certain Client Data
and other data and diagnostic information in connection with the routine operation
of the Subscription Services and Platform (“Usage Data”). Without derogating
from the foregoing, you hereby grant C8 Health a perpetual, irrevocable,
non-exclusive, worldwide, royalty-free license to use aggregated Usage Data that
has been anonymized and that cannot be used to identify or otherwise understood
to be related to an individual or attributed to you or your Users, for the purpose of
internal use, research or otherwise improving or enhancing the Subscription
Services, the Platform or other services provided by C8 Health.
6.4. Incorporated Terms. Your and your Users’ use of the Platform or Subscription
Services is governed by this Agreement, as well as the Platform terms of use (the
“Platform Terms of Use”) and Privacy Policy, which may be updated from time
to time by C8 Health without notice to you. The Platform Terms of Use and the
Privacy Policy, as amended (collectively, the “Platform Incorporated Terms”),
are incorporated into this Agreement by this reference and made a part hereof. In
the event of any inconsistency or conflict between the Platform Incorporated
Terms and the terms of this Agreement, the terms of this Agreement shall prevail.
6.5. Data Security. C8 Health (and third-party hosting and other service providers that
C8 Health may engage) will employ commercially reasonable physical,
administrative, and technical safeguards to secure the Client Data and Client
Content, from unauthorized use or disclosure.
7. PROPRIETARY RIGHTS; CONFIDENTIALITY
7.1. Proprietary Rights. You agree and acknowledge that, as between You and C8
Health, C8 Health is and shall remain the sole and exclusive owner of any and all
Intellectual Property rights in or pertaining to the Platform, Subscription Services,
Usage Data, and any part thereof, including any modifications, enhancements,
improvements, updates and upgrades, and derivative works, thereof. “Intellectual
Property” shall mean all inventions, ideas, concepts, analyses, (whether patented,
or patentable, or not), methods, methodologies, designs, processes, patents, patent
applications, rights associated with works of authorship, including copyrights,
copyrights applications, copyrights restrictions, moral rights, any information,
ancillary materials, devices, results, know-how, and all rights relating to the
protection of trade secrets and confidential information; design rights and
industrial property rights; mask works, software, all code including source code,
object code, firmware; and any other proprietary rights relating to intangible
property. Other than as explicitly stated hereunder, no license, express or implied,
in or to the Platform, Subscription Services and Intellectual Property of C8
Health, is granted to You under these terms. The terms of this Agreement do not
grant You any rights to C8 Health’s trademarks, trade names, design marks or
service marks.
7.2. Confidentiality. Each party, on behalf of itself and its agents, employees and
representatives (collectively, “Representatives”) shall hold and treat in
confidence all confidential and proprietary information it learns regarding the
other party’s business and any other confidential and proprietary information
disclosed by such other party hereunder (“Confidential Information”). The
Subscription Services, Platform, the Documentation and the Usage Data are
considered Confidential Information of C8 Health and the Client Data and Client
Content are considered Confidential Information of Client. Each party and its
Representatives shall utilize the other party’s Confidential Information disclosed
hereunder for the sole limited purpose of the Subscription Services in accordance
with this Agreement. Without prior written consent from the other party, neither
party nor any of its Representatives shall disclose any of the other party’s
Confidential Information in any manner whatsoever, in whole or in part, nor use
any such Confidential Information other than for the aforementioned purpose,
unless compelled by law (and then only to the minimum extent necessary). Each
party will at all times remain responsible for any violations of this Agreement by
any of its Representatives. If a party receives any legal request for any
Confidential Information, such party will provide the other party, without undue
delay, a copy of such request, in order to give such other party an opportunity to
respond or object before the party that received the request turns over such
information. The undertakings of this Section 7.3 shall not apply to information
that (i) becomes generally available to the public other than as a result of a
disclosure by the receiving party or its Representatives; (ii) was available to the
receiving party on a nonconfidential basis prior to its disclosure to the receiving
party by the disclosing party as can be evidenced by receiving party’s dated
records; (iii) becomes available to the receiving party on a nonconfidential basis
from a source other than disclosing party, provided such source was entitled to
make the disclosure to the receiving party; or (iv) was independently developed
by the receiving party or its employees without any use or reference to such
Confidential Information. Each party acknowledges that the other party may be
irreparably harmed by any breach of this Section 7.3, and agrees that such other
party may seek, in any court of appropriate jurisdiction, an injunction and/or any
other equitable relief necessary to prevent or cure any such actual or threatened
breach thereof, without the necessity of proving monetary damages or posting a
bond or other security. The preceding sentence shall in no way limit any other
legal or equitable remedy, including monetary damages, the non-breaching Party
would otherwise have under or with regard to this Agreement.
8. TERMS AND CONDITIONS APPLICABLE TO SHARED CONTENT
If you opt-in to receive access to the Knowledge Sharing Hub, you agree to the terms and
conditions set forth on Appendix A attached hereto (“Shared Content Terms and Conditions”).
You acknowledge and agree that the Shared Content Terms and Conditions are in addition to the
terms and conditions contained in this Agreement.
9. INDEMNIFICATION
9.1. Indemnification by C8 Health. C8 Health shall indemnify, defend and hold You
and your officers, directors, employees and successors and permitted assigns
(“Client Indemnified Parties”) harmless from and against any and all liabilities,
costs and expenses actually (including reasonable attorneys’ fees) (“Losses”)
incurred by any such party in connection with any third-party claim, action, or
proceeding (each, a “Claim”) arising alleging that the Platform, the Subscription
Services, or any portion thereof, infringes any third party Intellectual Property
rights.
9.2. Infringement Claims. Should the Platform, Subscription Services, or any part
thereof, become, or in C8 Health’s opinion be likely to become, the subject of any
infringement claim as specified above, then C8 Health will, at its own option and
expense either: (i) procure the right to continue using the Platform and/or
Subscription Services without infringement; (ii) replace or modify the Platform
and/or Subscription Services without non-negligibly reducing its functionality, so
that it becomes non-infringing; or (iii) if (i) or (ii) cannot be achieved with by
using reasonable commercial efforts, C8 Health shall be entitled to terminate your
license to use the Platform or Subscription Services immediately upon written
notice. This section 8.2 together with the indemnity provided in Section 8.1,
states the exclusive remedy of the Client and the entire liability of C8 Health with
respect to infringement claims involving the Platform, the Subscription Services
or any part or use thereof.
9.3. Exceptions to C8 Health’s Indemnification Obligations. Notwithstanding the
foregoing, C8 Health shall have no liability for any claim which results from (a)
the use of the Platform or the Subscription Services in violation of any provision
of this Agreement, (b) your failure to install changes, revisions or new releases as
instructed or provided by C8 Health at no cost, (c) use of a combination of the
Platform, the Subscription Services or any part thereof with other products,
equipment, or software not provided or approved in writing for such use under the
Documentation or by C8 Health, (d) modifications of the Platform or the
Subscription Services not made by C8 Health, on C8 Health’s behalf or without
C8 Health’s prior written consent, (e) Client Data and/or Client Content, or (f) any
updates, enhancements, modifications, adaptations, translations, improvements,
and derivative works of Client Content that you or your Users create through the
Platform or Subscription Services.
9.4. Indemnification by Client. Client will indemnify, defend and hold C8 Health and
its officers, directors, employees and successors and permitted assigns (“C8
Health Indemnified Parties”) harmless from and against any and all Losses
incurred by any such party in connection with any Claim arising from: (i) your or
your Users breach or violation of this Agreement, including any of your
representations and warranties hereunder; (ii) alleging that the use of Client Data
and/or Client Content in accordance with this Agreement infringes, violates or
misappropriates any third party Intellectual Property rights; (iii) gross negligence
or willful misconduct; or (iv) any updates, enhancements, modifications,
adaptations, translations, improvements, and derivative works of Client Content
that you or your Users create through the Platform or Subscription Services.
9.5. Procedure. The indemnification obligations set forth in this Section 9 are subject
to: (i) the indemnified party promptly notifying the indemnifying party in writing
of any such claim; (ii) indemnifying party having the ability to assume sole
control of the defense and/or settlement of such claim; (iii) the indemnified party
furnishing to indemnifying party, on request, all reasonable information available
to the indemnified party for such defense; and (iv) the indemnified party not
admitting fault with respect to any such claim and/or making any payments or
concessions with respect to such claim without the prior written consent of
indemnifying party. The indemnifying party shall (i) keep the indemnified party
duly informed in connection with the litigation and/or settlement negotiations, and
(ii) not execute any settlement covenant that imposes any liability or obligations
on the indemnified party without the prior written consent from the indemnified
party.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL C8 HEALTH, NOR ITS
AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDER,
AND EMPLOYEES’ (“C8 HEALTH’S PARTIES”) AGGREGATE LIABILITY TO
YOU, EXCEED THE AMOUNTS PAID BY YOU TO C8 HEALTH UNDER THE
APPLICABLE OREDER FORM IN THE 12 MONTHS PRECEDING THE EVENT
THAT GAVE RISE TO SUCH LIABILITY. IN NO EVENT WILL C8 HEALTH OR C8
HEALTH PARTIES, HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES,
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR
REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER
FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION
ARISING FROM THE INSTALLATION, OPERATION, USE OF OR INABILITY TO
USE THE SOLUTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. NO
ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT AGAINST C8 HEALTH MORE THAN TWELVE
(12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THE
APPLICABLE ORDER FORM.
11. SUPPORT. C8 Health will provide maintenance and support as set in the applicable
Order Form.
12. PUBLICITY. You hereby agree that C8 Health may publicly refer to you and identify
you as C8 Health’s client or business partner and use Client’s marks such as name and
logo, in its sales presentations, marketing materials and in press releases, and on C8
Health’s website.
13. GENERAL. In the event any provision or part of the terms of this Agreement is held to
be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to
the extent required to render it valid, legal and enforceable, or deleted if no such
amendment is feasible, and such amendment or deletion shall not affect the enforceability
of the other provisions hereof; No waiver of any breach of the terms of this Agreement
will be a waiver of any other breach, and no waiver will be effective unless made in
writing and signed by an authorized representative of the waiving party. The failure of
either party to enforce any rights granted hereunder or to take action against the other
party in the event of any breach hereunder shall not be deemed a waiver by that party as
to subsequent enforcement of rights or subsequent actions in the event of future breaches.
The parties are independent contractors. Neither party will be deemed to be an employee,
agent, partner, joint venturer, or legal representative of the other party for any purpose,
and neither Party will have any right, power, or authority to obligate the other party.
Neither party may assign or otherwise transfer any of its rights or obligations under this
Agreement without the prior, written consent of the other party; provided, however, that
C8 Health may, upon written notice to you, assign or otherwise transfer this Agreement 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. Neither party will be deemed to be in breach of
this Agreement for any failure or delay in performance to the extent caused by reasons
beyond its reasonable control, including, but not limited to, acts of God, acts of any
governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire,
flood, strike or other labor disturbance, COVID-19, quarantine restrictions, freight
embargoes, unavailability of or interruption or delay in telecommunications or third-party
services, or virus attacks or hackers (collectively, “Force Majeure Event”). When such
Force Majeure Event arises, either party shall notify the other immediately in writing of
its failure to perform, describing the cause of failure and how it affects performance, and
the anticipated duration of the inability to perform. For the avoidance of doubt, nothing
in this Section 13 shall be construed to excuse any payment obligations hereunder. The
terms of this Agreement supersede all previous agreements or representations, written or
oral, with respect to the subject matter hereof between You and C8 Health. The validity,
interpretation, and performance of the terms of this Agreement shall be controlled by and
construed under the laws of the State of California, USA as if performed wholly within
California and without giving effect to the principles of conflicts of laws. The Parties
hereby consent to the exclusive jurisdiction of the courts of California.

Appendix A: Shared Content Terms and Conditions

Capitalized Terms used but not defined herein shall be defined in the Agreement.
1.1. If you are a Content Provider, you agree to comply with the following terms and
conditions:
1.1.1. You hereby grant to C8 Health and its Affiliates a worldwide, perpetual,
royalty-free, fully paid-up, non-exclusive, irrevocable, transferable right and license, with
the right to grant sublicenses through multiple tiers to vendors providing services to C8
Health (such as hosting providers) to: (i) access, use, execute, store, archive, perform,
display, process, modify, distribute and reproduce the Shared Content, for the purposes of
providing the Subscription Services, support or as otherwise expressly provided in this
Agreement and the applicable Order Form; (ii) make Shared Content available to one or
more Content Recipients, Content Recipient’s Users and any third parties designated by
such Content Recipients; and (iii) to permit one or more Content Recipients to import to
their systems, reproduce, publish, distribute, host, freely modify and create derivative
works based on, perform, display, and otherwise use the Shared Content solely for
Content Recipient’s internal business purposes and for the benefit of Content Recipient’s
organization and not for any further commercialization or for provision of services which
involve the provision of Platform benefits or services to any third party.
1.1.2. You acknowledge and agree that the license that C8 Health will grant to Content
Recipients pursuant to Section 1.1 (iii) shall survive the expiration or termination of this
Agreement.
1.1.3. You acknowledge and agree that C8 Health has no control over how and with
whom the Content Recipients, its Users and third parties designated by Content
Recipients may share the Shared Content and therefore, C8 Health shall not be
responsible or liable with respect thereto.
1.1.4. You acknowledge and agree that the Content Recipient and not C8 Health is
solely responsible and liable for any updates, enhancements, modifications, adaptations,
translations, improvements, and derivative works of Shared Content that the Content
Recipient, its Users and any third parties create. Content Recipient shall be solely
responsible and liable for any use of the Shared Content made by the Content Recipient,
its Users and any third parties.
1.1.5. Shared Content will be attributed to the Owner and their institution. If the Shared
Content is later updated, enhanced, adapted or otherwise modified by any other third
party or person, the attribution to the Owner of the Shared Content will remain. For
purposes of this Appendix, “Owner” means a person designated by the Content Provider
as the owner of the Shared Content. For the avoidance of doubt, a creator and/or author of
the Shared Content may be the Owner of the Shared Content.
1.1.6. For clarity, Shared Content will be made available within the Content Recipient’s
organization that has opted-in to receive access to the Knowledge Sharing Hub and to
third parties outside the Content Recipient’s organization for the benefit of the Content
Recipient’s organization. The Content Recipient’s organization may, in addition to other
activities, import to their systems, freely modify or make derivative works of Shared
Content, reproduce, publish, distribute, host, perform, display, and otherwise use Shared
Content in accordance with the license set forth above.
1.1.7. C8 Health reserves the right to modify, correct, amend, enhance, improve, or
make other changes to Shared Content or remove Content Recipient’s access to Shared
Content at any time, without restriction.
1.2. If You are a Content Recipient, You agree to comply with the following terms and
conditions:
1.2.1. C8 Health hereby grants You a worldwide, perpetual, royalty-free, fully paid-up,
non-exclusive, irrevocable, sub-licensable right and license (i) to make the Shared
Content available to your Users and third parties that you designate; and (ii) to import to
Your and/or their systems, reproduce, publish, distribute, host, freely modify and create
derivative works based on, perform, display, and otherwise use the Shared Content solely
for Your internal business purposes and for the benefit of your organization and not for
any further commercialization or for provision of services which involve the provision of
Platform benefits or services to any third party.
1.2.2. You represent and warrant that you, your Users and third parties that access and
use the Shared Content shall include appropriate attribution statement with respect to the
source of the Shared Content in any derivative works that are made using the Shared
Content. The attribution statement should be substantially in the form given below:
“Original content contributed by [Name of the Owner(s)] at [Content Provider(s)].”
1.2.3. C8 Health reserves the right to modify, correct, amend, enhance, improve, or
make other changes to Shared Content or remove Your, Your Users or third party’s access
to Shared Content at any time, without restriction.
1.2.4. You will indemnify, defend and hold C8 Health Indemnified Parties harmless
from and against any and all Losses incurred by any such party in connection with any
Claim arising from: (i) use of the Shared Content; or (iv) any updates, enhancements,
modifications, adaptations, translations, improvements made to the Shared Content, and
derivative works created of Shared Content.
1.2.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH
HEREIN OR IN THE AGREEMENT, C8 HEALTH MAKES NO REPRESENTATIONS
OR WARRANTIES REGARDING THE ACCURACY OR AVAILABILITY OF THE
SHARED CONENT. YOU ACKNOWLEDGE AND AGREE THAT THE SHARED
CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND C8 HEALTH AND
ITS SUPPLIERS, SERVICE PROVIDERS, CONTENT PROVIDERS AND
LICENSORS MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR
WRITTEN, EXPRESS OR IMPLIED WITH RESPECT TO THE SAME OR
OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND C8 HEALTH
HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES ARISING FROM
COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE,
QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, OR NON-INTERFERENCE. CONTENT
RECIPIENT, ITS USERS AND ANY THIRD PARTIES THAT ACCESS AND USE
THE SHARED CONTENT ARE SOLELY RESPONSIBLE FOR EVALUATING THE
ACCURACY OF THE SHARED CONTENT. THE SHARED CONTENT MAY NOT
REFLECT CURRENT, CORRECT OR COMPLETE INFORMATION AND CONTENT
RECIPIENT, ITS USERS AND ANY THIRD PARTIES THAT ACCESS THE SHARED
CONTENT MAY RELY ON THE SHARED CONTENT AT THEIR SOLE RISK. USE
OF SHARED CONTENT IS AT YOUR OWN RISK. NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS APPENDIX OR IN THE
AGREEMENT, C8 HEALTH WILL HAVE NO LIABILTIY OF ANY KIND
RELATING TO SHARED CONTENT OR ITS USE BY CONTENT RECIPIENTS, ITS
USERS, THIRD PARTIES OR ANY OTHER PERSON.
1.3. The provisions of this Appendix B that by their nature are intended to survive termination
or expiration of this Agreement shall so survive.