Master Services Agreement

Last updated on May 3, 2024

This Master Services Agreement (the “MSA”) is entered into by and between the customer indicated on the Order (“Customer”, “You”, or “Your”) whose address is found on the Order, and Ambula, Inc., a California corporation (“Ambula” or “We”), located at 13912 Ventura Blvd. Sherman Oaks, CA 91423, and is effective and binding upon Order Effective Date (as defined in the Order) of the initial Order by both Parties. The Order Effective Date of the initial Order is the effective date of the MSA (the “Effective Date”). The MSA, along with any Order, statement of work, or amendment entered into by the Parties, which references this MSA together are the “Agreement”. Ambula and Customer are each a “Party” to this Agreement and together are the “Parties”. All capitalized terms not defined in the MSA have the meanings provided in the Agreement.

DEFINITIONS

“Authorized User” means an employee, contractor, or agent of Customer who is authorized to use the Ambula Services and has access to the Ambula Services by using a unique username and password under an Account (defined in Section 2.1).

“Initial Term” means the period following the Services Start Date as described in Section 1 of the initial Order.

“Ambula Services” means the Ambula online and mobile applications (including, without limitation, (a) the Ambula software, and (b) Ambula’s software modules, features and tools).

“Order” means any Order Form signed by the Parties that references this MSA and describes the services to be provided by Ambula and the fees to be paid by Customer.

“Professional Services” means the services as described in an applicable Statement of Work (“SOW”) that may include, without limitation, training, implementation, data conversion, integrations, consulting services and custom modification to the Ambula Services.

“Renewal Term” means each subsequent period that occurs after the Initial Term.

“Service(s)” means the services provided to You by Ambula as indicated in an applicable Order or SOW, including the Ambula Services, Support and Professional Services.

“Service Fees” means the fees Ambula charges and Customer pays for the Services as specified in the applicable Order.

“Support” means the level of support provided for the Ambula Services generally for its customers and as set forth in the applicable Order provided by Ambula during the Term.

SOFTWARE AND SERVICES

We will provide the Services to in accordance with the Agreement. As of the Services Start Date You will receive access to an Ambula Services account (“Account”).

During the Term, and subject to Your payment of all applicable Service Fees, Ambula hereby grants You a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to access and use the Ambula Services solely for the purposes described in the Agreement.

Ambula may modify or update the Services from time to time without notice to You. We will use commercially reasonable efforts to notify You in advance if a change is material, other than those changes which enhance or extend any features or functionality of the Services.

You are solely responsible for the acts and omissions of Your Authorized Users, including their use of the Services and Your Data (defined in Section 3.1). Customer may only permit Authorized Users to access the Services and that You and Your Authorized Users will maintain the security of their usernames and passwords. Customer shall notify Ambula immediately if You suspect or become aware of any unauthorized use of the Services or if an Authorized User’s username or password is lost or stolen.

Customer and Customer’s Authorized Users shall not: (a) reproduce, license, sell, rent, lease, outsource, act as service bureau, or sublicense the Ambula Services to third parties (without Ambula’s prior written consent); (b) use the Ambula Services (including by uploading Your Data, downloading or sharing other content or information, or emailing, calling, or communicating with others through the Ambula Services) in any manner that is harmful, infringing, threatening, abusive, tortious, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, is a hate crime, or otherwise violates the rights of another or does not comply with applicable law; (c) except as permitted by applicable law, decompile, decipher, disassemble, translate, modify, prepare derivative works of, reverse engineer or otherwise attempt to access or derive the source code or other trade secrets from the Ambula Services; or (d) interfere with or disrupt, disable, damage, impair, or overburden the Ambula Services, including, without limitation, by transmitting viruses or other malicious code or using the Ambula Services to spam others.

Customer may have access to Services that include a marketplace or network of service providers. Such access is not exclusive to Customer and Ambula may provide access thereto to third parties in its sole and absolute discretion.

DATA

Any content, materials, software, data, or other information that You or Your Authorized Users provide to Ambula through the Ambula Services (“Your Data” or “Data”) is Your property. You hereby grant Ambula a worldwide, limited, revocable, non-exclusive right and license to use and reproduce Your Data for the purposes of providing the Services to You, and in providing Support and analysis for improvement of the Services for You which Ambula shall provide in accordance with its compliance obligations in this Agreement (“Compliance Obligations”).

Except where restricted by applicable law, nothing in the Agreement will restrict Ambula from collecting, using and analyzing general information and data from its customers (including Customer) in an anonymized, aggregated manner for business purposes including the improvement and enhancement of the quality and nature of the Services, provided that Ambula does not specifically identify You or disclose any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing that information or data, and that any output therefrom is owned by Ambula. You acknowledge and agree that Ambula is the owner of all de-identified information and that Ambula may use it, and may authorize through sale, license or other means any third party to use it, for any lawful purpose.

If Your Authorized Users choose to share Your Data with third parties, You are solely responsible for that disclosure, and what any third parties do with Your Data. Likewise, You are solely responsible for any actions Your Authorized Users take with respect to Your Data, including deleting or corrupting Your Data. You acknowledge that We are not responsible for the disclosure of Your Data by You or Your agents (including Your Authorized Users), to any third parties.

Subject to Ambula’s Compliance Obligations, You are solely responsible for Your Data, including the content, accuracy and integrity of Your Data and for correcting errors and omissions in Your Data. You acknowledge that Ambula has no obligation to monitor any information on the Ambula Services and that we are not responsible for the accuracy, completeness, appropriateness, or legality of Your Data or any other information or content You may be able to access using the Services. AMBULA IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY WITH THIS PARAGRAPH OR SECTION 3.3, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF AMBULA.

You acknowledge that if You wish to protect Your Data when You are transmitting it to Ambula it is Your responsibility to use a secure encrypted connection to do so.

COMPLIANCE AND SECURITY

Medical Advice. Ambula does not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the Services is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients’ medical and medication history and allergies), obtaining patient’s consent to use the Services, and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of Customer’s acts or omissions. Any use or reliance by Customer upon the Services will not diminish that responsibility. Customer assumes all risks associated with Customer’s clinical use of the Services for the treatment of patients. AMBULA DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR DAMAGE OR INJURY (INCLUDING DEATH) TO CUSTOMER, A PATIENT, OTHER PERSONS, OR TANGIBLE PROPERTY ARISING FROM ANY USE OF THE SERVICE.

Customer’s Compliance with Medical Retention Laws and Patient Records Access. Customer is responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information, and patient authorization to release data. Customer must obtain any necessary patient consent prior to using the Services and will apply settings to exclude information from availability in the Services as necessary to comply with state or federal law.

HIPAA. As part of the Services, Ambula may perform or assist in performing a function or activity on Customer’s behalf that involves the use and disclosure of Protected Health Information (as defined in 45 C.F.R. 164.501; PHI). The parties may use or disclose such PHI as required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Standards for Privacy of Individually Identifiable Health Information (Privacy Rule) and the Standards for Security of Electronic Protected Health Information (Security Rule) promulgated thereunder, and the Health Information Technology for Economic and Clinical Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) (HITECH Act). Capitalized terms used but not otherwise defined have the same meaning given to such terms in HIPAA, the HITECH Act, or any implementing regulations promulgated thereunder, including but not limited to the Privacy Rule and the Security Rule. In connection with and by agreeing to this Agreement, you and Ambula agree to be bound by the terms of a Business Associate Agreement which is incorporated herein by reference which can be found at https://www.ambula.io/baa/. You (the “Covered Entity,” as referred to in the Business Associate Agreement) hereby agree that you have read and agree to be bound by the terms of the Business Associate Agreement.

Telephone, Text or Conversation Recording. Ambula Services may include the option for Customer to record media communication including text and phone calls, or in-person conversation through the Ambula Services which may include, without limitation, natural language proceeding and/or generative artificial intelligence. Customer must comply and is solely responsible for complying with all laws governing any messages, phone calls or conversations sent or received in connection with its access or use the Services, including without limitation, Telephone Consumer Protection Act of 1991, located at 47 U.S.C. §§ 227 et seq., including the implementing regulations therefor located at 47 C.F.R. 64.1200 et seq. (TCPA) and the Telemarketing Sales Rule authorized by the Telemarketing and Consumer Fraud and Abuse Prevention Act, located at 15 U.S.C. §§ 6101-6108 (TSR) and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, located at 15 U.S.C §§ 7701-7713 (CAN SPAM Act). Customer is responsible for, without limitation, obtaining any legally required consents from all third parties (including its patients or customers) to send and receive any text message and/or emails using the Services and honoring any requests revoking such consent or otherwise “opting-out” of receiving any such messages and/or emails. Customer is solely liable for, and must indemnify, defend and hold harmless Ambula from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by Ambula arising from any claims, demands or legal actions made against Ambula resulting from Customer’s failure to comply with this Section and any other provisions governing indemnification in this Agreement.

Data Security. Customer acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for unauthorized access by a third party to Customer’s and its Authorized Users’ (as well as Ambula’s and its service providers’) computer systems, networks and any and all information stored therein. Customer is solely responsible for making an independent determination as to whether the technical and organizational measures for the Services meet Customer’s requirements, including all of its security obligations under applicable data protection laws and regulations. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing of its personal information as well as the risks to individuals) the security practices and policies implemented by Ambula and its service providers provide a level of security appropriate to the risk with respect to its personal information. Customer is responsible for implementing and maintaining privacy protections and security measures for components that Customer provides or controls, including without limitation, ensuring that: (i) Customer’s computer systems are secure and protected from unwanted interference (such as “hackers” and viruses), (ii) all transmissions are screened for viruses or other harmful code prior to transmission to Customer’s servers; and (iii) Data is encrypted. Some content may be subject to governmental regulations or may require security measures beyond those specified by Ambula for an offering. Customer will not input or provide such content unless Customer has first agreed in writing to implement additional required security measures. AMBULA DOES NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. WE SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER’S OR ITS AUTHORIZED USERS’ CONNECTION TO OR USE OF THE INTERNET, AND AMBULA SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION.

PAYMENT

Ambula will invoice You for amounts due under the Agreement and You will pay all undisputed Service Fees as specified in the applicable Order. Unless Customer identifies any disputed amounts within ten (10) days of receipt of invoice, such invoice shall be deemed undisputed. In the event of a dispute, the Parties agree to work together in good faith to resolve such dispute. If the dispute is regarding a portion of an invoice, the undisputed portion shall remain due and payable in accordance with the terms of the Agreement.

Ambula may increase the fees for access to the Services once per year by up to 5% or by a percentage equal to the current Consumer Price Index, whichever is greater. Ambula will give Customer thirty (30) days written notice of any fee increase. All payments shall be made in U.S. Dollars and may be made via check, ACH or credit card. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed by law. Customer shall reimburse Ambula for any expenses incurred, including interest and reasonable attorneys’ fees, in collecting amounts due to Ambula hereunder. If any payment is made by Customer via credit card, Customer hereby agrees that its credit card information will be shared with and processed by Ambula’s third party payment processor subject to such payment processor’s terms of service and privacy policy.

You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services You purchase. Ambula will pay all taxes on its income and all taxes and insurance associated with its personnel.

TERM AND TERMINATION; SUSPENSION

The Agreement will commence on the Order Effective Date of the initial Order and will continue until the latest termination or expiration of any Order referencing this MSA (the “Term”). The anniversary date for the purpose of renewal of any Order for Services that is in addition to and separate from the initial Order, will be based on such Order’s applicable Services Start Date.

Except as otherwise expressly permitted in the Agreement, the Agreement may only be terminated as follows: (A) either Party (“Terminating Party”) may terminate the Agreement at any time, immediately upon written notice to the other, if: (i) the other Party attempts to assign the Agreement or delegate any obligation under the Agreement, except as otherwise permitted in Section 12.1; (ii) the other Party, in full or in part, acquires ownership in or control of or is acquired by or becomes controlled by, a competitor of Terminating Party; or (iii) any assignment is made of the other Party’s business for the benefit of creditors, or if a petition in bankruptcy is filed by or against the other Party, or if a receiver or similar officer is appointed to take charge of all or part of the other Party’s property, or if the other Party is adjudicated as bankrupt; (B) either Party may terminate the Agreement upon written notice to the other if the other Party is in breach of any material term or condition of the Agreement and the breaching Party fails to cure the breach within thirty (30) days of receipt of notice of that breach; or (C) if the Parties have agreed to autorenewal in any Order referencing this MSA, either Party may terminate the autorenewal of such Order upon written notice to the other Party, which notice is given at least thirty (30) days prior to the end of such Order’s then-current Initial Term or Renewal Term, as the case may be. If notice of termination is not provided within such time frame, the subscriptions under the then-current Order(s) will auto-renew under the existing terms and conditions of the Agreement.

In addition to any other remedies available at law or in equity, Ambula will have the right, in its sole discretion, to immediately suspend Your or any of Your Authorized Users’ access to the Ambula Services in the event of acts or omissions of Customer or its Authorized Users not in compliance with the terms of the Agreement. We will use commercially reasonable efforts to give You prior e-mail notice of suspension under this Section, and we will resume the Services as soon as possible once the issue necessitating suspension is resolved. We will not be liable to You for any loss, damage or inconvenience suffered as a result of any suspension, unless such suspension is necessitated due to Ambula’s breach of its warranty under 8.1 (ii).

Ambula may, after sixty (60) days following termination of the Agreement, irretrievably delete Your Data. To the extent termination is not due to Your material, uncured breach of the Agreement (including but not limited to non-payment of any invoice), Ambula will provide You with access to Your Data during the sixty (60) days following termination, solely for the purpose of downloading Your Data to Your own data storage systems, if You have given written notice prior to the end of such sixty (60) day period of your request to access Your Data. Excepted from the foregoing is any of Your Data permanently deleted in order to comply with applicable law or to avoid a security breach. You acknowledge that if Your access to the Services is suspended or the Agreement is terminated, You will not have access to Your Data stored on the Ambula Services during any period of suspension, or at any time following sixty (60) days after the effective date of such termination.

CONFIDENTIALITY

Confidential Information. Confidential Information means nonpublic information that relates to or is provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that the Disclosing Party designates as being confidential or that under the circumstances surrounding disclosure should be treated as confidential (“Confidential Information”). Confidential Information includes, without limitation: information relating to the disclosing party’s software or hardware products that may include source code, API data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods as well as information relating to the disclosing party’s business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, customer lists and financial results. Confidential Information also includes information received from third parties that the Disclosing Party is obligated to treat as confidential.

Exceptions. Confidential Information shall not include any information that the Disclosing Party can show: (a) is already known to or in possession of the Receiving Party prior to disclosure pursuant to this Agreement other than by breach of contract; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) is received by the Receiving Party from a third party without any restriction on confidentiality; or (d) is approved for release by prior written authorization of the Disclosing Party.

Confidentiality Obligations. The Receiving Party agrees to maintain the confidentiality of the Disclosing Party’s Confidential Information and to use at least the same care and precaution in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, the Receiving Party shall not publish or disclose the Disclosing Party’s Confidential Information to third parties other than its employees, personnel, attorneys, advisors, and potential investors who are bound to keep such information confidential. Either party may only use Confidential Information in order to fulfill its obligations under this Agreement.

Required Disclosures. Notwithstanding anything on the contrary in this Section 7, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced. In the event that any Confidential Information is ordered produced in an action or proceeding, such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.

WARRANTIES

Ambula warrants that: (i) it will provide the Services in a professional manner, consistent with recognized industry standards and good commercial practices ; (ii) it will comply with all applicable law, and will be duly licensed and otherwise authorized to provide the Services; and (iii) it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

Customer warrants that: (i) it will comply with all applicable law; and (ii) it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMBULA DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY. AMBULA DOES NOT REPRESENT OR WARRANT THAT THE SERVICES SHALL OPERATE ERROR FREE OR UNINTERRUPTED, SHALL MEET ANY OR ALL OF CUSTOMER’S PARTICULAR REQUIREMENTS, THAT ALL ERRORS OR DEFECTS IN THE SERVICES OR THE SOFTWARE CAN BE FOUND OR CORRECTED.

INTELLECTUAL PROPERTY

You acknowledge that, as between the Parties, Ambula owns and retains all right, title and interest in the Intellectual Property Rights in the Services (including, without limitation, Intellectual Property Rights for all Ambula software including, without limitation, custom development contemplated in an applicable SOW). Except as licensed under Section 3, You own and retain all right, title, and interest in the Intellectual Property Rights in Your Data. “Intellectual Property Rights” means: (i) copyrights and other rights associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; and (v) all registrations, applications, renewals, extensions, continuations, divisions, or reissues now or in the future.

You agree that we (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions You provide to us about our Services without any obligation to You, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to You or any third party.

INDEMNIFICATION

Ambula shall indemnify, defend and hold harmless Customer and its officers, directors, shareholders, agents, legal representatives, subsidiaries, affiliates, successors, permitted assigns and employees (“Customer Indemnified Parties”) against any damages, losses, expenses, costs or liabilities incurred by any Customer Indemnified Party in connection with any action, claim or proceeding brought against a Customer Indemnified Party by a third party alleging that the Services infringe upon the intellectual property rights of a third party. Ambula shall have no obligation under this Section 10.1 or otherwise regarding claims that arise from or relate to (a) Customer’s or its Authorized Users’ use of the Services other than as contemplated by this Agreement, (b) any modifications made to the Services by any person other than Ambula or its authorized representative, (c) any combination of the Services with services or technologies not provided by or expressly authorized by Ambula, (d) use of any version other than the latest commercially available version of the Services made available to Customer, or (e) Customer’s or its Authorized Users’ use of the Services or portion thereof after Ambula has terminated this Agreement in accordance with this Section 10.1. If in Ambula’s opinion the Services may be infringing, Ambula may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Services, (y) modify the Services to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using commercially reasonable efforts, terminate the Agreement or access to the infringing portion of the Services and refund the amount of any pre-paid fees applicable to any access to the Services to be provided after the termination date. AMBULA’S OBLIGATIONS IN THIS SECTION 10.1 SHALL BE ITS SOLE AND EXCLUSIVE LIABILITY TO CUSTOMER, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS INVOLVING THE PLATFORM OR ANY OTHER SERVICES.

Customer shall indemnify, defend and hold harmless Ambula, its affiliates and their respective officers, directors and employees (“Ambula Indemnified Parties”) against any damages, losses, expenses, costs or liabilities incurred by any Ambula Indemnified Party in connection with any action, claim or proceeding brought against a Ambula Indemnified Party by a third party (including any Authorized User) arising from or related to (a) Customer’s or its Authorized Users’ access and use of the Services, including, without limitation, any action that violates this Agreement, or (b) Ambula’s use of the Customer Data in accordance with the terms of the Agreement.

Indemnification Procedures. A party seeking indemnification under this Section 10 will provide the indemnifying party with prompt written notice of the relevant claim (provided that the failure to provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure) and permit the indemnifying party to control the defense, settlement or compromise of such claim. The indemnified party may employ counsel at its own expense to assist it with respect to such claim; provided, however, that if such counsel is necessary because the indemnifying party does not assume control, the indemnifying party will be responsible for the expense of such counsel. The party not controlling such defense may participate therein at its own expense and the party controlling such defense shall keep the other party advised of the status of such claim and the defense thereof. Neither party shall have authority to settle any claim on behalf of the other.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

EXCEPT FOR A PARTY’S RESPECTIVE INDEMNIFICATION OBLIGATIONS AND FOR VIOLATIONS OF SECTION 2.5, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR CONNECTED WITH THE AGREEMENT, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED THE FEES PAID OR OWING TO AMBULA UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. AMBULA WILL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY CUSTOMER TO THE EXTENT ARISING FROM ANY UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF CUSTOMER OR ANY THIRD PARTY OTHER THAN AMBULA’S REPRESENTATIVES. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE AGREEMENT.

SECTIONS 11.1 AND 11.2 OF THESE TERMS NOTWITHSTANDING, IN THE EVENT OF CLAIMS RESULTING FROM A DATA BREACH, AND/OR OF AMBULA’S VIOLATION OF SECTION 3 OF THIS AGREEMENT, THE AGGREGATE TOTAL LIABILITY RELATING TO SUCH CLAIMS OR CONNECTED WITH AND/OR ARISING PURSUANT TO SUCH CLAIMS, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED TWENTY THOUSAND U.S. DOLLARS (US $20,000).

GENERAL

Neither Party may assign the Agreement, or any of its rights or obligations under the Agreement, without prior written consent of the other Party, provided, however that either Party may assign its rights and obligations to any of its majority-owned affiliates or subsidiaries, or to any successor in interest to all or substantially all of such Party’s business or assets associated with the Services, provided that such successor is not a competitor of the other Party.

Ambula and Customer are independent contractors and the Agreement will not establish any relationship of partnership, employment, agency, joint venture, or franchise between Ambula and Customer. Neither Party will have authority, and will not represent that it has any authority, to bind the other.

Except as otherwise expressly set forth in this MSA, all notices given to the Parties under the Agreement will be in writing and will be given by nationally recognized overnight courier service, certified mail (return receipt requested), facsimile or e-mail with electronic confirmation, or personal delivery, if to Customer at the address indicated on the applicable Order, and if to Ambula at:

Ambula, Inc.

Attn: Legal Notices

13912 Ventura Blvd.

Sherman Oaks, CA 91423

With a copy e-mailed of even date to: legal@ambula.io

The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of parties, then each party’s CEO (“Representatives”) shall, within thirty (30) days of a written request by either party to call such a meeting, meet either in person or through any other media and alone (except for one assistant for each party) and shall attempt in good faith to resolve the dispute. If the disputes cannot be resolved by such Representatives in such meeting, the parties agree that they shall, if requested in writing by either party, meet within thirty (30) days after such written notification for one day with an impartial mediator and consider dispute resolution alternatives other than litigation in a location to be determined by Ambula. The mediation will be treated as a settlement discussion and therefore will be confidential and may not be used in a later evidentiary proceeding. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may invoke arbitration proceedings for resolution of disputes. The arbitration will be conducted in California in a location to be determined by Ambula and in English language, in accordance with the JAMS rules (“Rules”). The parties agree that the dispute shall be settled by a sole arbitrator appointed in accordance with the said Rules, and the sole arbitrator so appointed shall be referred to herein as an “Arbitrator.” Following the appointment of the Arbitrator, the Arbitrator shall set forth the schedule and timing of the arbitration proceedings in accordance with the applicable provisions of the Rules. Upon rendering an award or a decision, the Arbitrator shall set forth in writing findings of fact, conclusions of law and a reasoned opinion explaining the basis of such award or decision, and shall make a determination of which party shall be considered the prevailing party, which determination shall be consistent with such reasoned opinion. The Arbitrator shall be empowered to issue injunctive or other equitable relief. Judgment on the award or any other final or interim decision rendered by the Arbitrator may be entered, registered or filed for enforcement purposes in any court having jurisdiction thereof. Nothing in this Section shall prevent, or be construed as preventing, a party from seeking injunctive or other equitable relief in a court of appropriate jurisdiction.

The Agreement is governed by the laws of the State of California, without regard to its conflicts of law rules. Any legal proceeding arising out of or relating to the Agreement will be brought in the state and federal courts of Los Angeles County, California. Each Party consents to the exclusive jurisdiction and venue of such courts. The prevailing party in any legal proceeding shall be entitled to recover their reasonable attorneys’ fees and costs, and You will also pay all costs incurred by Ambula to collect undisputed amounts due, including reasonable attorneys’ fees, whether or not litigation is commenced.

Customer hereby grants Ambula a non-exclusive, royalty-free, fully-paid, non-sublicensable (except to Ambula contractors performing services on its behalf) license during the Term to (i) use, copy, display and reproduce the Customer’s name, trademarks and logos (“Customer Marks”) and (ii) use, transmit, reproduce, display, distribute and prepare derivative works of the content, materials or technology supplied by Customer to Ambula in connection with Ambula’s provision of the Ambula Services, in each case as necessary to provide the Services to Customer. Customer also grants Ambula a non-exclusive, royalty-free, perpetual license to use the Customer Marks to identify Customer as a customer of Ambula on promotional materials, customer proposals, Ambula’s website and other reasonably similar circumstances without divulging the specifics of the Services performed under this Agreement. Any use of the Customer Marks shall be in accordance with Customer’s standard trademark guidelines, if any such guidelines are provided to Ambula.

The parties acknowledge that Ambula may subcontract Services with the prior consent of Customer.

Authorized Users may agree to additional terms related to support requests, access to Ambula Beta programs, community forums, or other features as may be introduced by Ambula from time to time.

If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired. A Party does not waive any right under the Agreement by failing to insist on compliance with any term or by failing to exercise any right under the Agreement. Waiver of any provision of the Agreement is effective only if it is written and signed by the Party granting the waiver and will not imply a subsequent waiver of that or any other provision of the Agreement.

Except as otherwise set forth in the Agreement, the rights and remedies of the Parties under the Agreement are cumulative, and either Party may enforce any of its rights or remedies under the Agreement or other rights and remedies available to it at law or in equity.

The section headings of the Agreement are for convenience only and have no interpretive value. Any list of examples following “including” or “e.g.,” is illustrative and not exhaustive, unless qualified by terms like “only” or “solely.” The Agreement may be executed by provision of original signatures, or electronically or via facsimile, and in counterparts, which together will constitute one and the same agreement.

The rights and obligations of a Party which by their nature must survive termination or expiration of the Agreement in order to achieve its fundamental purposes will survive any termination of the Agreement.

The Services and Software are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You will not import, export, re-export, transfer or otherwise use the Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country, (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Services, You represent that (a) You are not located in any such country or on any such list, and (b) You will not engage in activity that would cause Ambula to be in violation of these laws and regulations.

Neither Party will be liable for any delay or default in its performance of any obligation under the Agreement (other than a payment obligation) caused directly or indirectly by fire, flood, act of God, acts of government, an act or omission of civil or military authority of a state or nation, strike, lockout or other labor problem, inability to secure, delay in securing or shortage of, labor, materials, supplies, transportation or energy, failures of suppliers, or by war, riot, embargo or civil disturbance, breakdown, or destruction of plant or equipment arising from any cause whatsoever, or any cause or causes beyond such Party’s reasonable control (collectively, “Force Majeure Events”). This provision will in no way impair either Party’s right to terminate the Agreement.

The Agreement constitutes the complete and final agreement of the Parties pertaining to the Services, and supersedes the Parties’ prior agreements, understandings and discussions relating to the Services. No modification of the Agreement is binding unless it is in writing and signed by Customer and Ambula. In the event of any conflict or inconsistency between a provision in this MSA and a provision in an Order, the provision in the Order will take precedence and prevail.