VectorCare Terms of Service

Terms of Service

VectorCare® provides a variety of healthcare related services (collectively, "VectorCare" the "Services" or "Platforms") which are covered by these Terms, including:

• VectorCare Hub™ which allows Authorized Users to access features and functions such as scheduling, credentialing, member benefits management, and Insights™ (our reporting tool) through a web interface ("VectorCare Hub"). It designed to assist in identifying, coordinating, and requesting services, transactions, and activities between (i) service requestors ("Service Requestors"), such as government agencies, hospitals, nursing homes, care facilities, or others managing, requesting or coordinating services on their behalf, and (ii) service providers ("Service Providers"), such as transportation providers, durable medical equipment providers, home health care providers, and others who desire to offer or provide products or services to Service Requestors (collectively "SP Offerings").
• VectorCare App (available on iOS) and VectorCare GO (available on iOS and Android) which allow Authorized Users to access the features and functions of VectorCare Hub through an application interface.
• DispatchCare™ which provides a B2C solution allowing individuals to request SP Offerings from Service Providers for themselves or a third party.
• Other non-standard modules or functionality which integrate with our other services, such as API connections, Third-Party Integrations (including TNCs and Prior-Authorizations), VectorCare Pay and ADI. If you are purchasing any of these, your Order Form and/or Exhibit B identifies them and provides any additional terms for those.
• Trust (available on iOS and Android) which permits Authorized Users to manage, track and share their professional credentials through an application interface.

These Terms of Service ("Terms" or "Terms and Conditions"), together with any order forms or other materials referencing these Terms (collectively, the "Agreement") are entered into between VectorCare, Inc. ("VectorCare", "we" or "us"), and:

• the organization (whether a Service Requestor, Service Provider, or both) named in the Order Form, accepting these terms electronically, or using the Services (each a "Customer"), or;
• an Authorized User for an organization, or;
• an Individual using the Services.

These Terms are effective as of the earliest date you accept these terms online, both parties sign this Agreement or an Order Form, or use the Services defined below (the "Effective Date"). Customers, Authorized Users and Individuals are individually and collectively referred to as "you" in this Agreement. You acknowledge the existence of VectorCare's privacy policy available at https://www.vectorcare.com/privacy-policy.

Notwithstanding anything to the contrary in any agreement between the parties or related to these services, these terms supersede any supplemental or conflicting terms, except where the other terms are required by law (such as those terms expressly required by HIPAA).

1. Definition of Terms

Capitalized terms will have the meanings set forth in this Section 1 or in the section in which they are first used.

1.1. "Authorized User" means each of Customer's employees, agents, and independent contractors who are authorized to access the Services.

1.2. "Customer Content" means any content, data, and information provided to VectorCare by or on behalf of Customer or its Authorized Users for use with the Services, including, without limitation, any Customer logos, names, or trademarks. Customer Content does not include Licensed Material or Resultant Data.

1.3. "Department" means a medical caregiving department or practice at a Facility.

1.4. "Documentation" means the materials describing the use and operation of VectorCare that are made available to Customer as written technical briefs or such other web page as VectorCare may designate to Customer from time to time.

1.5. "Facility" means a physical building and/or address where Transports are scheduled to begin or end. Facilities may include specific locations of Transport Requestors.

1.6. "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.7. "Licensed Material" means reports, results, materials, and documentation made available to Customer as part of the Services. Licensed Material does not include VectorCare or any component of VectorCare.

1.8. "Order Form" means (a) an order form signed by both parties that references this Agreement, or (b) ordering terms provided on the Platform or online by VectorCare and agreed to electronically by you.

1.9. "Platform" means VectorCare's proprietary application software, interfaces, web-site platform hardware, and technology infrastructure relating to the Services identified in an Order.

1.10. "Professional Services" means services designated as such under Section 3 and in an Order for Professional Services. Professional Services may include training, data conversion, deployment, or implementation services other than the SaaS Services.

1.11. "Resultant Data" means statistics, data, insights, observations, analyses, ideas, and other information that does not identify any natural person and is derived from the categorization, modeling, or other processing of one (or more) data set(s), including, without limitation, data sets that include Customer Content and data of VectorCare's other customers and users.

1.12. "Services" mean the subscription based services, functions, and features that are ordered by Customer under a subscription Order, including limited access and use rights to the applicable functions and features of the Platform and participation rights in the marketplace for Transports enabled through the Platform, as further described in the applicable Order, Documentation and this Agreement. Services do not include Professional Services.

1.13. "Subscription Term" means the duration of Customer's right to receive, access, and use the Services, which is renewed month-to-month, unless a Party provides the other Party at least thirty (30) days' notice of non-renewal.

1.14. "Transport" means the pick-up and/or delivery of an individual from a Facility which is scheduled, accepted, or otherwise facilitated by the Platform or Services, in whole or in part. Transports include both emergency and non-emergency pick-ups and/or deliveries.

1.15. "Transport Requestors" mean the requestor(s) of Transport(s), which may include hospitals, health systems, retirement facilities, assisted living facilities, or other providers or caregiving centers.

2. Provision of Services

2.1. Access. Subject to Customer's payment of the fees set forth in the Order Form or Agreement ("Fees"), if any, and subject to the terms and conditions noted here or attached to the Order Form or Agreement, VectorCare will provide Customer with access to VectorCare on a non-exclusive and non-transferable basis during the Term. Fees as between Service Provider and Service Requestor is typically set by the Service Requestor ("Contribution Model"). If there is a Contribution Model, Service Requestor is responsible for any Fees unpaid by the Service Provider. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, VectorCare, and notify VectorCare promptly of any unauthorized use known to Customer.

2.2. From time to time in accordance with VectorCare's generally applicable procedures, VectorCare shall make available and implement upgrades, enhancements, and error corrections at no additional charge when such upgrades, enhancements and error corrections are generally made available to its other customers at no additional charge.

2.3. Support Services. Subject to the terms and conditions of this Agreement, VectorCare will exercise commercially reasonable efforts to (a) provide support for the use of VectorCare to Customer, (b) keep VectorCare operational and available to Customer, in each case in accordance with its standard policies and procedures, and (c) provide the Service in accordance with the Service Level Commitment below. The Services will be available 99.5% ("Service Level Commitment"), measured monthly, excluding holidays and weekends and scheduled maintenance (such measurement generally, the "Service Level"). Any downtime resulting from outages of third party connections or utilities or other reasons beyond Company's control are excluded from any calculation. Customer's sole and exclusive remedy, and Company's entire liability, for failure to meet the Service Level Commitment is: Company will credit Customer 10% of that month's Service fees for the main platform if the Service level is over 95% but under 99.5% and will credit 20% of that month's Service fees for the main platform is under 95%. Downtime begins to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide notice will forfeit the right to receive downtime credit. Credits may not be redeemed for cash and are not cumulative in any 1 calendar month. Company will only apply a credit to the month in which the incident occurred. Company's blocking of data communications or other Service in accordance with its policies will not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

2.4. Hosting. VectorCare will, at its own expense unless otherwise agreed, provide for the hosting of VectorCare, provided that nothing in this Agreement will be construed to require VectorCare to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access VectorCare from the Internet. VectorCare may monitor use of the Platform (a) for quality assurance purposes and to improve VectorCare products and services, and (b) to verify compliance with this Agreement. Customer shall not interfere with such monitoring or otherwise obscure from VectorCare any use of the Platform.

2.5. Mobile App. We have made, and may make in the future, various mobile applications ("Mobile Apps") for your use on mobile devices. You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App, e.g., the Apple iPhone or Android app stores ("App Store"), and you may only use that Mobile App on the applicable App Store's designated devices and operating systems and in accordance with their usage terms and policies. You acknowledge that this Agreement is between you and us and not with the App Store, and the Mobile App is part of the Platform and subject to the applicable provisions of this Agreement. VectorCare, not the App Store, is solely responsible for the Mobile App, Services, and the VectorCare material and any maintenance, support, and warranty related to the Services, and addressing any claims relating thereto (e.g., liability, legal compliance, or intellectual property infringement), all as described in this Agreement. In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with that access. You also agree to pay all fees (if any) charged by the App Store in connection with the Mobile App. You must comply with, and your right to use the Mobile App is conditioned upon your compliance with, all applicable third party terms and policies (e.g., the App Store's terms and policies) when using the Mobile App. You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of this provision and will have the right to enforce it.

2.6. Professional Services. Customer may engage VectorCare to perform certain Professional Services in connection with the Services or Platform, including, without limitation, data conversions, training, deployment, implementations, integration, or other Professional Services. Any Order for Professional Services shall describe the fees, costs and expenses payable by Customer to VectorCare and any assumptions or dependencies relating to such Professional Services. VectorCare shall have no obligation to perform any Professional Services until an Order for such Services has been executed.

2.7. Modifications and Change Control. A Party may request a modification to the Professional Services by written request to the other Party and specifying the desired modification(s). After receiving a request from Customer, VectorCare shall submit an estimate of the impact for such modifications and a revised estimate of the time for performance following receipt of such request and all required information. Modifications shall be performed under the terms of this Agreement and the applicable Order once mutually agreed. Modifications in any Order shall become effective only when executed by authorized representatives of both Parties.

2.8. Customer Responsibilities for Professional Services. Customer shall cooperate with VectorCare as necessary for VectorCare to provide Professional Services. Subject to the applicable Order, Customer shall make available in a timely manner at no charge to VectorCare all facilities, office space and equipment, programs, data, files, documentation, test data, or other information and resources required by VectorCare for the performance of the Professional Services. Customer shall be responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all data, materials and information supplied by Customer. Customer shall reimburse VectorCare for any additional efforts or costs it incurs as a result of Customer's failure to perform its obligations.

3. Intellectual Property

3.1. License Grant. Subject to the terms and conditions of this Agreement, VectorCare grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.8) license during the Term (as defined below), solely for Customer's internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use VectorCare in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of VectorCare. Customer may permit Authorized Users to access and use the features and functions of VectorCare as contemplated by this Agreement.

3.2. Restrictions.

a. You will not, and will not permit any Authorized User or other party to: (a) allow any third party to access VectorCare, Licensed Material, or Documentation, except as expressly allowed in this Agreement; (b) modify, adapt, alter, or translate VectorCare, Licensed Material (except as expressly provided in this Agreement), or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer, or otherwise allow the use of VectorCare, Licensed Material, or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure, or organization) or nonpublic APIs of VectorCare, except as required by law; (e) interfere in any manner with the operation of VectorCare or the hardware and network used to operate VectorCare; (f) modify, copy, or make derivative works based on any part of VectorCare or Documentation except for permitted White Labeling or through permitted custom reporting in Insights™; (g) access or use VectorCare or Licensed Material to build a similar or competitive product or service; (h) attempt to access VectorCare through any unapproved interface; (i) use any manual or automated software, devices or other processes to "scrape" or download data from the Platform; (j) attempt to circumvent, manipulate, bypass, or otherwise alter the allocation of bids or tickets or any other aspect of the operation of the Services; or (k) otherwise use VectorCare, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement.

b. You acknowledge and agree that VectorCare will not be used, and is not licensed for use, in connection with any emergency, medical-decision making, provision of medical care, time-critical, or mission-critical functions. You must not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of VectorCare or its licensors on the Licensed Material or any copies.

c. The Services can be accessed from countries around the world but are only intended for use and access in the United States of America by those authorized to work within the United States of America. We make no representation that the Services are appropriate or available for use by individuals in other locations. Access or use of the Services from other countries is prohibited.

3.3. Ownership. As between the parties, the Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to VectorCare in this Agreement are reserved by Customer. As between the parties, VectorCare, Licensed Materials, Documentation, and Resultant Data, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of VectorCare and its suppliers. All rights in and to VectorCare, Licensed Materials, Documentation, and Resultant Data not expressly granted to Customer in this Agreement are reserved by VectorCare and its suppliers.

3.4. License to Licensed Material. Subject to the terms and conditions of this Agreement, VectorCare grants Customer a non-exclusive, non-transferable (except as permitted under Section 13.8), non-sublicensable, royalty-free, and fully-paid license to use Licensed Material solely for Customer's internal business purposes and, where legally required (such as for the Census), to publicly display reports generated by the Services as reasonably necessary to fulfill its legal obligations.

3.5. License to Customer Data; Resultant Data. All Organization data shall be considered proprietary to the Organization. VectorCare will only use Organization data for performing its obligations under this Agreement, to facilitate actual or potential Transports between Customer and Transport Requestors in the marketplace available through the Platform, for reporting purposes, to create Resultant Data, including, without limitation, utilizing machine learning applications and other analytical methods, to maintain and improve the Platform or develop new offerings, for general marketing purposes (provided that Customer Data is anonymized and aggregated with respect to such marketing activities, unless otherwise agreed, and no personal or protected health information is used for such marketing purposes), or as otherwise authorized under this Agreement. Organization acknowledges that the value of VectorCare to Organization and VectorCare's ability to provide it in accordance with this Agreement are contingent on VectorCare's ability to operate and improve VectorCare based on what it learns from the Resultant Data generated in the course of delivering VectorCare across all VectorCare customers and users. Further information on how VectorCare uses PHI and personal information can be found in our Privacy documents available at https://www.vectorcare.com/privacy-policy.

3.6. Open Source. Certain items of software may be provided to Customer with VectorCare and certain Licensed Materials are subject to "open source" or "free software" licenses ("Open Source Material"). Some of the Open Source Material is owned by third parties. Open Source Materials are not subject to the terms and conditions of Sections 3.1 or 10. Instead, each item of Open Source Materials is licensed under the terms of the end-user license that accompanies such Open Source Materials. Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end-user license for the Open Source Materials. If required by any license for particular Open Source Materials, VectorCare makes such Open Source Materials, and VectorCare's modifications to that Open Source Materials, available by written request to VectorCare, Inc., 28 Liberty Ship Way, Suite 2812, Sausalito, CA 94965.

3.7. Third Party Products. Certain features and functionality of the Services may rely on third party data, software, or applications ("Third Party Products"). Third-Party Products may be subject to their own terms and conditions, which will be identified to the Customer in writing before they are incorporated into the Services. If Customer does not agree to abide by the applicable terms for any Third-Party Products, then Customer should not install or use the Third-Party Products or utilize any features or functionality of the Services that incorporate them.

3.8. Feedback. You hereby grant to VectorCare a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any VectorCare products or services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Authorized Users, relating to the Services. VectorCare will not identify an Authorized User or Customer as the source of any such feedback.

4. Fees and Expenses; Payments

4.1. Fees and Expenses. In consideration for the access rights granted to Customer and the Services performed by VectorCare under this Agreement, Customer will pay to VectorCare the Fees. You understand and agree that responsibility for payment of Fees as between Service Provider and Service Requestor is typically set by the Service Requestor ("Contribution Model"). If there is a Contribution Model, Service Requestor is responsible for any Fees unpaid by the Service Provider. Except as otherwise provided in the Order Form, all Fees are billed at the end of the month due and must be paid within 5 (five) days of the date of the invoice. Customer will reimburse VectorCare for documented expenses that are expressly provided for in an Order Form or SOW (defined below) or that have been approved in advance in writing by Customer. VectorCare reserves the right (in addition to any other rights or remedies VectorCare may have) to discontinue VectorCare and suspend all Authorized Users' and Customer's access to the Services if any Fees are more than 5 (five) days overdue until all amounts are paid in full. If Customer believes that Company has billed Customer incorrectly, Customer must contact VectorCare no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Service Provider and Service Requestor share the obligation to ensure that the Platform contains the correct data required to enable billing, for example, request status. All fees and other amounts paid by Customer under this Agreement are non-refundable. All dollar amounts referred to in this Agreement are in United States Dollars.

Customer must provide us with a valid bank account, credit card (e.g., Visa or MasterCard), or other payment method accepted by us to use certain Services. By providing us this information, Customer authorizes us to invoice and charge Customer's account for all amounts due and payable to us under this Agreement and affirms that no additional notice or consent is required. Customer will immediately notify us of any change in its billing address or the credit card or other account used for payment. Customer will pay us directly by another designated method if the credit card or other payment method designated above is declined or subject to a chargeback.

4.2. Taxes. The Fees are exclusive of all applicable sales, use, value-added, and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all taxes (other than taxes based on VectorCare's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of VectorCare to Customer. Customer will make all payments of Fees to VectorCare free and clear of, and without reduction for, any withholding taxes; any taxes imposed on payments of Fees to VectorCare will be Customer's sole responsibility. Customer will provide VectorCare with official receipts issued by the appropriate taxing authority, or other evidence as VectorCare may reasonably request, to establish that taxes have been paid.

4.3. Interest. Any amounts not paid by Customer when due will bear interest at the rate of 1.5% per month, or the maximum legal rate if less, from the due date until paid unless the non-payment is subject to a Good Faith Dispute. "Good Faith Dispute" means a good faith dispute by Customer of certain amounts invoiced under this Agreement. A Good Faith Dispute will be deemed to exist only if (a) Customer has given written notice of the dispute to VectorCare promptly after receiving the invoice and (b) the notice explains Customer's position in reasonable detail. A Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed.

4.4. Credit Card Payments. VectorCare reserves the right to charge Customer a transaction fee based on its form of payment (such as a credit card). VectorCare will detail the amount of the fee, if any, at the point of collection when presenting the payment options.

5. Customer Content and Responsibilities

5.1. Licenses; Customer Content. Customer will obtain all third party licenses, consents, and permissions needed for VectorCare to use the Customer Content to provide the Services and exercise its rights under this Agreement. Customer is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Content.

5.2. Customer Warranty and Responsibility.

a. Customer represents and warrants that (1) the Customer Content and its use by VectorCare in accordance with this Agreement will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic, or unlawful; (d) contain any viruses, worms, or other malicious computer programming codes intended to damage, exfiltrate, or prevent VectorCare or its users' access to VectorCare's systems, network, or data; and (e) otherwise violate the rights of a third party, individual, or applicable law; and (2) it will comply with all applicable laws under this Agreement, including HIPAA and all local, state, federal, and international data security and privacy laws. Customer represents and warrants that: (x) before you submit any personal or protected health information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), you must get our consent and execute our standard BAA; (y) except for our obligation to comply with the BAA, You are solely responsible for determining the applicability of HIPAA and, if it applies, will ensure compliance with all aspects of HIPAA regarding your and your users' use of the Services including as to the individuals whose PHI you provide under this Agreement; and (z) you will adequately inform and obtain all necessary consents and authorizations from the applicable individuals to provide any personal information to us and retain written records of all consents and you will not provide us any personal information that you do not have the rights for us to process in accordance with our privacy policy and this Agreement.

b. In order to access certain features related to the Services, you or your Users may be required to register. In registering, you must (1) provide true, accurate, current and complete information as prompted by the registration process (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it accurate, current, and complete. You represent that you are (1) at least 18 years old; (2) of legal age and otherwise authorized to form a binding contract; and (3) not a person barred from using the Services under the laws of the United States, your place of residence, or any other applicable jurisdiction or by us. You must monitor your account to restrict use by unauthorized people, and you will accept full responsibility for any unauthorized use (except where it is due to VectorCare's unauthorized disclosure of your credentials). If you provide any information that is untrue, inaccurate, not current or incomplete, or VectorCare has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, VectorCare has the right to suspend or terminate your Services and account and refuse any and all current or future use of the Services. You must not create an account using a false identity or information, or on behalf of someone other than who you purport to be or represent. You must not create an account or use the Services if you have been previously removed by VectorCare, or if you have been previously banned from the Services.

c. Customer is responsible under all terms of this Agreement for all acts and omissions of (i) Authorized Users, (ii) any other users of the Services under this Agreement, and (iii) Customer's Service Providers, in each of (i)-(iii) to the same extent as if the acts and omissions were by Customer itself. To the extent a Service Provider has its own enterprise agreement or a Service Provider is acting as a Service Requestor (or both), the Service Provider and Service Requestor are jointly and severally liable for compliance under this Agreement. Use of the Services by Authorized Users must only be for the sole benefit of Customer in the normal course of its business.

5.3. Back-ups; Security. Customer will have the ability to export Customer Content out of VectorCare for the Term of the relevant Order Form and thereafter in accordance with Section 11.4. Customer acknowledges that VectorCare is not intended to serve as its data retention repository and that Customer is solely responsible for creating its own backup copies of any Customer Content at Customer's sole cost and expense. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to or deletions of Customer Content by Customer and the security of all usernames, passwords, API keys, and other credentials in its possession required to access VectorCare. Customer will be responsible for any and all actions taken using Customer's accounts and passwords where the passwords or access are provided by or taken from Customer (as opposed to VectorCare). If any Authorized User who has access to VectorCare is no longer an employee of or engaged by Customer, then Customer will immediately delete access and otherwise terminate the Authorized User's access to VectorCare.

5.4. HIPAA. As detailed above, you may only process PHI using the Services with our advance permission. The following terms provide additional detail around PHI but do not limit the obligations in Section 5.2. Certain functions, features and modules of the Platform may involve the transmission, processing, or storage of personal or protected health information as further described in the applicable Services documentation ("Regulated Content"). We will use commercially reasonable efforts to comply with industry standards and applicable laws and regulations (including the Health Insurance Portability and Accountability Act and related regulations, as amended, ("HIPAA")) relating to Regulated Content as and if described in the documentation for such Services. Similarly, you will also comply with all industry standards and applicable laws and regulations relating to Regulated Content. If you are a Service Provider receiving Regulated Content, you will also enter into (and comply with) a business associate agreement, sub-business associate agreement, or other agreement required by us or the applicable Service Requestor ("BAA") before receiving access to Regulated Content; we may refuse to provide you access to all or certain Content if you have not done so. A BAA is hereby incorporated by reference into this Agreement, and any breach of the BAA is subject to this Agreement.

If you are a Service Requestor providing Regulated Content, you will only provide and process the minimum necessary amount of Regulated Content, if any, through the Services, and hereby agree that we may provide such information, if any, to others as necessary to provide the Services or as directed by you or your users through the Services. You also acknowledge and agree that we may use cloud solution services supporting HIPAA as available from nationally reputable cloud service providers.

5.5. Power and Authority; No Conflicts. Each Party to this Agreement represents and warrants that it has the full right, power and authority to enter into this Agreement and to discharge its obligations hereunder. Each Party further represents and warrants that neither the execution, delivery and performance of this Agreement by such party nor the consummation by such Party of the transactions contemplated hereby will conflict with, or result in a breach of, any of the terms, conditions or provisions of such Party's Articles of Incorporation, Bylaws, or any agreement to which it is a Party.

6. White Labeling, API Access and Third Party Integration Access

6.1 White Labeling. Upon mutual agreement of VectorCare and Customer and subject to VectorCare's standard fees as well as these Terms, we will modify the Services for your use by creating a white-labeled version for your use as part of your standard business operations and not for resale. The white-labeled platform will feature your trademarks and logos provided by you with a designation such as "Powered by VectorCare."

6.2. API Access. Any API use is governed by the terms available in Exhibit A at www.vectorcare.com/terms-of-service.

6.3. Third-Party Integration Access. Any Third-Party Integration use is governed by the terms available in Exhibit B at www.vectorcare.com/terms-of-service.

7. Warranties and Disclaimers; Responsibility

7.1. Limited Warranty. VectorCare represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner and in substantial conformity with the Documentation. VectorCare's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for VectorCare to use commercially reasonable efforts to correct the reported non-conformity, or if VectorCare determines this remedy to be impracticable, either party may terminate the portion of the Services affected by the breach of warranty and Customer will receive as its sole remedy a refund of any Fees Customer has pre-paid for use of the Services for the terminated portion of the applicable Term. The limited warranty set forth in this Section will not apply: (i) unless Customer makes a claim within 30 days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by use not in accordance with the Documentation, unauthorized modifications, or third-party hardware, software, or services, or (iii) to use provided on a no-charge, trial, or evaluation basis.

7.2. Disclaimer. VECTORCARE DOES NOT AND CANNOT GUARANTEE ANY PARTICULAR RESULTS FROM USE OF THE SERVICES. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF PAYING SERVICE REQUESTOR IN ITS CAPACITY AS A PAYING SERVICE REQUESTOR ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL, AND DOCUMENTATION ARE PROVIDED "AS IS," AND NEITHER VECTORCARE NOR ITS SUPPLIERS MAKES (AND THESE PARTIES HEREBY DISCLAIM) ANY OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NO INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. VECTORCARE IS NOT LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS (INCLUDING SERVICE PROVIDER AND SERVICE REQUESTOR PLATFORMS), OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF VECTORCARE OR THE ACCURACY, QUALITY, INTEGRITY, OR LEGALITY.

VECTORCARE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THESE, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, UNINTERRUPTED, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

7.3. Responsibility. IT IS YOUR RESPONSIBILITY TO EXAMINE AND TEST THE SERVICES AFTER IT IS AVAILABLE TO YOU TO DETERMINE IF IT IS ACCEPTABLE TO YOU AND ADEQUATE, COMPLIANT, AND SAFE FOR YOUR NEEDS AND USES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF AND RELIANCE ON THE SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT THE RIGHT TO USE THE SERVICES IS CONDITIONED ON YOUR REPRESENTATION TO US THAT YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THIS AGREEMENT AND THESE PROVISIONS AND DISCLAIMERS.

7.4. VectorCare is a technology provider. We are software developers; not physicians or lawyers. While VectorCare strives to provide Customers with a useful logistics management platform, it is Customer's responsibility to ensure its use is appropriate for Customer's needs and allowed. We provide a tool and a platform to help coordinate certain aspects of ancillary health services that you need to customize and review elements to ensure it tracks your contracts and the law as it applies to your location, your services, the individual being cared for, and other specifics. Without limiting the generality of the foregoing, VectorCare is not a medical services provider nor a compliance, benefits/payment collection or credential tool and does not provide medical, psychological, psychiatric, or legal advice. If applicable to you, you are solely responsible for maintaining valid credentials, registration, and insurance and ensuring that your Service Providers do the same. VectorCare does not review any information inputted into the Services by users nor vet any providers or administrators nor their actions or omissions.

7.5. The Services require access to the internet. You understand that if a Service Provider or other vendor, such as an ambulance provider, is in a remote area or otherwise unable to access the internet, the Services will not work.

8. Limitation of Liability

8.1. Types of Damages. EXCEPT WITH RESPECT TO A PARTY'S LIABILITY UNDER SECTION 10 (INDEMNIFICATION) AND YOUR BREACH OF SECTIONS 3.1 (LICENSE GRANT), 3.2 (RESTRICTIONS), 4 (FEES), 5.1 (LICENSES; CUSTOMER CONTENT), 5.2 (CUSTOMER WARRANTY AND RESPONSIBILITY), 5.4 (HIPAA), AND 9 (CONFIDENTIALITY) (COLLECTIVELY, "EXCLUDED CLAIMS"), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE WARRANTIES MADE BY VECTORCARE IN THIS AGREEMENT, AND THE OBLIGATIONS OF VECTORCARE UNDER THIS AGREEMENT, RUN ONLY TO CUSTOMER AND NOT TO ANY THIRD PARTY. UNDER NO CIRCUMSTANCES SHALL ANY CUSTOMER AFFILIATE, AUTHORIZED USER, FACILITY, DEPARTMENT, DISPATCHER, TRANSPORT REQUESTOR, PATIENT, CONTRACTOR, OR ANY OTHER THIRD PARTY BE CONSIDERED A THIRD PARTY BENEFICIARY OF THIS AGREEMENT.

8.2. Amount of Damages. EXCEPT FOR EXCLUDED CLAIMS, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED (A) THE FEES PAID BY CUSTOMER TO VECTORCARE DURING THE 12 MONTHS PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) IF YOU ARE NOT SUBJECT TO FEES UNDER THIS AGREEMENT, THEN $50. IN NO EVENT WILL VECTORCARE'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. WHERE REQUIRED BY LAW, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.

8.3. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all limitations form an essential basis of the bargain between the parties. No action or claim of any type relating to this Agreement may be brought or made by Customer more than one (1) year after Customer first has knowledge of the basis for the action or claim.

8.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

8.5. Exclusion for Unauthorized Actions and Results of Use. VectorCare shall have no liability under any provision of this Agreement with respect to any performance problem, delay, or other matter to the extent attributable to any (a) unauthorized or improper use or modification of the Services, Platform, Documentation, or Professional Services deliverables, (b) any unauthorized combination with other services, deliverables, platforms, software, hardware, or technology, or (c) any act or omission by Customer, its affiliates, Facilities, Departments, Authorized Users, Transport Requestors or other third parties outside of VectorCare's control. Customer is solely responsible for the results obtained from the use of the Services, Platform, Documentation, and Professional Services.

9. Confidentiality

9.1. Confidential Information. "Confidential Information" means any code, inventions, analysis methods and products, know-how, business, technical, and financial information, and any other nonpublic information of a party excluding personal information (the "Disclosing Party"), whether disclosed orally or in written or digital media, that it discloses to the other party (the "Receiving Party") and identifies as "confidential" or with a similar legend at the time of such disclosure or that the Receiving Party knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements to either of the foregoing will be considered Confidential Information of VectorCare.

9.2. Protection of Confidential Information. Except as expressly authorized in this Agreement, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations, and exercising its rights, under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer or you) or to personnel and contractors who have a need to know such information for the purpose of the performance of the Receiving Party's obligations or exercising its rights under this Agreement, who have confidentiality obligations no less restrictive than those set forth in this Agreement, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

9.3. Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information (i) to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law (including, without limitation, freedom of information laws) or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure to the extent permitted by law, cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order, discloses no more information that is legally required, and in the case of disclosure required by freedom of information laws, you will afford all confidentiality protections available under applicable law to such Confidential Information of VectorCare prior to disclosing it pursuant to such laws, including, without limitation, by providing VectorCare notice of freedom of information requests for such Confidential Information, the opportunity to object to your disclosure, and notice of your disclosure determinations; and (ii) to its attorneys, accountants, professional advisors, and actual or potential lenders, investors, or acquirers so long as such parties are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

10. Indemnification

10.1. By VectorCare. VectorCare will defend at its expense any claim brought against Customer to the extent the claim is by a third party alleging that VectorCare infringes the third party's patent, copyright, or trademark rights under applicable laws of any jurisdiction within the United States of America ("IP Claim"), and will indemnify and hold harmless Customer from and against any damages, expenses, and costs finally awarded against Customer or agreed in settlement by VectorCare (including reasonable attorneys' fees and costs) resulting from the IP Claim. If any portion of VectorCare becomes, or in VectorCare's opinion is likely to become, the subject of an IP Claim, VectorCare may, at VectorCare's option: (a) procure for Customer the right to continue using VectorCare; (b) replace VectorCare with non-infringing software or services that do not materially impair the functionality of VectorCare; (c) modify VectorCare so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of VectorCare and Documentation. Notwithstanding the foregoing, VectorCare will have no obligation under this Section or otherwise with respect to any infringement claim based upon (i) any use of VectorCare not in accordance with this Agreement or as specified in the Documentation; (ii) any use of VectorCare in combination with other products, equipment, software, or data not supplied by VectorCare; (iii) any modification of VectorCare by any person other than VectorCare or its authorized agents; or (iv) Customer's settlement or admission with respect to any claim without VectorCare's prior written consent (each an "Exclusion"). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of VectorCare, or any of its officers, directors, employees, shareholders, contractors, suppliers, or representatives, for infringement claims and actions.

10.2. By Customer. Customer will defend at its expense any claim brought against VectorCare to the extent the claim is based on a claim by any third party arising from or relating to the Customer Data, your marks or logo provided to us as part of white labeling, your use of the Services (except where the claim is specific to and generally applicable to the Services and not your use of it), the breach or alleged breach by Customer of Sections 3.1 (License Grant), 3.2 (Restrictions), 5.1 (Licenses; Customer Content), 5.2 (Customer Warranties and Responsibilities), 5.4 (HIPAA), or 9 (Confidential Information), or any Exclusion, and Customer will indemnify and hold harmless Customer from and against any damages, expenses and costs finally awarded against Customer or agreed in settlement by Customer (including reasonable attorneys' fees and costs) resulting from such claim.

10.3. Procedure. The indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit. The indemnifying party will have sole control of the defense or settlement of any claim or suit. The indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

11. Termination

11.1. Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the "Term"). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for the time period specified in this Agreement, unless earlier terminated in accordance with the Agreement. Your continued use of the platform will trigger an automatic renewal of an Order Form, unless either party gives written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current term.

11.2. Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement and the breach remains uncured more than 30 days after receipt of written notice of the breach.

11.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted under this Agreement will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to delete or return all Confidential Information of the other party, as set forth in the Section 9; notwithstanding the foregoing, for clarity, VectorCare is not obligated to delete or return Resultant Data; and (c) any amounts owed to VectorCare under this Agreement will become immediately due and payable. Sections 1, 3.2, 3.3, 3.5-3.8 (inclusive), 4, 5, 7.2-7.5, 8-10 (inclusive), 11.3, 11.4, 12, and 13 will survive expiration or termination of this Agreement for any reason.

11.4. Data Extraction. For 30 days after the end of the Term, VectorCare will make Customer Content and Licensed Materials available to Customer through VectorCare on a limited basis solely for Customer to retrieve the Customer Content and Licensed Materials, except to the extent Customer has instructed VectorCare to delete it. After this period, VectorCare may, but is not obligated to, destroy all copies of Customer Content and Licensed Materials in its possession.

12. Publicity

12.1. Co-Marketing. Customer hereby grants VectorCare a license to use Customer's name and logo on VectorCare's web site and in VectorCare promotional materials. Customer agrees that VectorCare may disclose Customer as a customer of VectorCare. At the request of VectorCare, Customer additionally agrees to participate in limited marketing materials, e.g. press releases, promotional materials. Each party will have the right to approve the marketing materials in advance, but approval may not be unreasonably delayed or withheld.

13. Other Provisions

13.1. Governing Law and Venue. This Agreement and any related action will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The parties hereby expressly consent to the personal jurisdiction and exclusive venue in the state and federal courts of San Francisco County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2. Dispute Resolution. If a dispute arises relating to this Agreement or the provision of Services, the Account Managers will confer and use commercially reasonable efforts to resolve the dispute amicably. If the Account Managers are unable to resolve the dispute under any portion of the Agreement within 10 business days, they will refer the dispute to the Executive Sponsors for resolution within 10 Business Days following the end of the 10-business day period. The Executive Sponsors will meet either in person or via telephone to attempt in good faith to resolve the dispute. This section does not limit either party's right to bring a claim for injunctive or other emergency relief in the courts. Account Managers are the contact person under this Agreement for the Customer and us. The Executive Sponsor is an executive at the party responsible for this relationship or a similar executive at the company. Each party will provide the names, email address, and mobile numbers of the Account Managers and Executive Sponsors within 2 business days of a request.

13.3. Freedom of Information Requests. VectorCare will cooperate with Customer's requests to provide information that Customer requires to comply with its legal obligations under applicable freedom of information laws. Where the cooperation exceeds basic data provision, VectorCare will provide such cooperation for a fee or as Professional Services pursuant to an SOW.

13.4. Export. You must not export, report, or transfer, directly or indirectly, any U.S. technical data acquired from VectorCare, or any products utilizing such data, in violation of the United States or foreign export laws or regulations.

13.5. Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All Services were developed fully at private expense. All other use is prohibited.

13.6. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.7. Waiver; Interpretation. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The terms "include" and "including" are meant to be inclusive and will be deemed to mean "include without limitation" or "including without limitation."

13.8. No Assignment. Except as provided in this section and Section 13.12, neither party may assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations in this Agreement, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Customer or VectorCare may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or other operation of law, without consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

13.9. Compliance with Law. You will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material, and Documentation.

13.10. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) or failure to perform any duties or obligations will not be considered a breach of this Agreement if the delay or failure is caused by a labor dispute, shortage of materials, fire, earthquake, flood, denial of service or other cyber-attack, diminishment of telecommunications or data networks or services, or any other event beyond the control of a party, provided that the party uses reasonable efforts, under the circumstances, to notify the other party of the cause of delay and to resume performance as soon as possible.

13.11. Independent Contractors. Your relationship to VectorCare is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that you have, any authority to act on behalf of VectorCare.

13.12. Subcontractors. VectorCare may use the services of subcontractors and permit them to exercise the rights granted to VectorCare in order to provide the Services under this Agreement, provided that VectorCare remains responsible for (a) compliance of any subcontractor with the terms of this Agreement and (b) for the overall performance of the Services as required under this Agreement.

13.13. Notices. All notices required or permitted under this agreement must be delivered in writing, if to VectorCare, by emailing support@vectorcare.com and if to Customer by emailing the contact listed under Customer Information in this Agreement, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of the notice will also be sent in writing to the other party at the address listed under Customer Information by courier or by a nationally-recognized express mail service. Each party may change its email address or address for receipt of notice by giving notice of the change to the other party.

13.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

13.15. Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matters of this Agreement and supersedes and merges all prior discussions between the parties with respect to these subject matters. VectorCare may amend these terms by posting new terms at https://www.vectorcare.com/terms-of-service. VectorCare will use commercially reasonable efforts to provide you notice of updated terms. For example, we may send you an email notifying you if we have an email address for you or we may provide a pop-up or banner notice the next time you log into the Services. Your continued use of the Services is your consent to the amended terms. If you don't agree to the amended terms, contact us to disable your account.

Exhibit A — APIs

We offer an openAPI called VectorCare OpenAPI (the "API") (the documentation is available via an open-source license) to permit you to receive data and content from the Services or to submit data to the Services (the "Integration"). You must have our permission to use the API to connect to our network. The API documentation is available on Postman, which provides the details you need to integrate to our Services via API. The API is part of the Services and all terms relating to the Services apply except that the code for the API is available under the open source terms detailed on Postman or wherever we make the API available.

The API Guidelines in this Exhibit, in addition to the Terms, apply to the use of the API. In the event of a conflict, this Exhibit applies but only to the minimal extent necessary for the API.

Use of the data you receive as a result of the Integration is subject to the Services Terms.

API Guidelines

1. Login/Certification

We must approve each integration of the API within your applications in writing before you first launch it by promoting it or making it available online or materially changing a version we previously approved. Our written approval may be provided by email or by us providing you access technologically. We may revoke your certification by providing you notice by email at any time (such as if you launch a competing service).

2. Privacy

You'll respect the privacy of our users and all individuals whose personal information is processed through the Services. You will not use any information processed through the Services to train data models, or for use in other similar artificial intelligence technologies or purposes. Your Integration must display a privacy policy for users, detailing the information you'll collect from them when you use the Integration.

3. Ownership

We own all worldwide rights, titles, and interest in the Service and the API, including all intellectual property rights, marks, code, and features. You won't infringe or copy our code, design, or content. Any rights not expressly granted by this Exhibit are withheld, so if you don't see it here, then it's not a right we're giving you. You own all worldwide rights, titles, and interest in the Integration, except for the API, our marks, and the Service, including all intellectual property rights. If you give us comments about the API or the Service, we may copy, modify, create derivative works, display, disclose, distribute, and use that feedback without any obligation to compensate you.

4. Use of Marks

You may not alter or remove any proprietary notices in our API or content. You won't use our name or marks in your Integration name or logo, or in any way that implies an endorsement by us. If you want additional rights to use our name or logo, please contact us. If you use our marks, you hereby assign any goodwill and other rights to us at no expense.

5. Representations and Warranties

You represent and warrant that you'll maintain all the licenses, permissions, and consents required for your Integration, and that your Integration won't violate any law or regulations in any way.

6. Disclaimer

To the maximum extent permitted by law, we provide the API AS IS. That means we don't provide warranties of any kind, either express or implied, including merchantability, noninfringement, title, satisfactory quality, and fitness for a particular purpose.

7. Updates

We may update or modify the API and this Exhibit from time to time by posting the changes on our website or notifying you via email. These changes may affect your use of the API or the way your Integration interacts with the API. If we make a change that's unacceptable to you, you should stop using the API. Continued use of the API or Integration means you accept the change.

8. Confidentiality

You may have access to confidential, proprietary, and non-public information specific to the API ("API Confidential Information"). You may use this information only to use and build with the API. You won't disclose the API Confidential Information to anyone without our written consent, and you'll protect the API Confidential Information from unauthorized use and disclosure in the same way you'd protect your own confidential information. API Confidential Information is our Confidential Information under the Terms.

9. Indemnification

You'll indemnify and hold us and our suppliers, licensors, partners, and affiliates harmless from any losses (including attorney fees) that result from third-party claims that relate to your use of the API or Integration or your users' use of the Services.

10. Our Relationship

This policy is part of our Terms. This policy doesn't create or imply any partnership, agency, or joint venture.

11. Spam and Abuse

You'll follow all documentation we provide for the APIs. You won't attempt to hack or change the way the Services function. We may throttle your use of the APIs at any time. We may monitor your use of the APIs for compliance with these rules and deny you access to the API or shut down your Integration if you try to go around or exceed the limitations we set.

12. Documentation

You must: (a) Abide by rate limits and request quotas. By default these are 180 requests/minute. We may choose to modify these on request or upon our discretion; (b) Not systematically copy data from our API or cache results for more than 24 hours. Talk to us if you have specific needs for bulk access or retention; (c) Handle API keys with care and rotate any key that you believe has been made public.

Exhibit B — Third-Party Integrations

VectorCare offers our Customers and Authorized Users a range of Third-Party Integrations, including Plug-Ins, to enable use of services provided by Third-Parties. These Third-Party Integrations offer either additional functionality and services not provided by VectorCare, or replace/improve VectorCare functionality and services with an alternative solution. These Third-Party Integrations are available through our marketplace.

You must have our permission to use our Third-Party Integrations as part of, or connected to, our Services. Any Third-Party Integration requires an integration that is part of the Services and all terms relating to the Services apply. However, because the Third-Party Integration is offered by third parties, VectorCare does not take responsibility for it. Notwithstanding anything else in this Agreement, VectorCare provides no warranty, indemnity, SLA, or support for Third-Party Integrations, and its liability for Third-Party Integrations will not exceed US$50.

Customer agrees to pay for any additional fees or charges that the Customer or its Authorized Users incur from any Third-Party Integration and Customer indemnifies VectorCare for any such fees or charges.

The Third-Party Integration Guidelines in this Exhibit, in addition to the Terms, apply to the use of all Third-Party Integrations. In the event of a conflict, this Exhibit applies but only for the Third-Party Integrations.

Third-Party Integrations Guidelines

1. Specific Third-Party Integration Terms

SSO. Customer acknowledges and agrees that SSO allows users to authenticate to our Services through a Third-Party Identity Provider instead of current VectorCare passwords and Multi-Factor Authentication (MFA) processes. Customer understands and expressly agrees that, following the setting up of SSO, the relevant Authorized Users will neither be able to login to our Services with their VectorCare passwords, nor will be able to set up MFA with VectorCare. Customer remains responsible for ensuring that only Authorized Users access the Services.

SSO allows Customers to connect and use the relevant Third-Party Identity Provider's products, services, or software in conjunction with Customer's use of our Services ("Third-Party Services"). Customer's use of SSO is limited to integration with one Third-Party Identity Provider.

To enable SSO, Customer may be required to sign up or log into the services of the Third-Party Identity Provider on its respective website or application and follow terms and conditions and privacy policy of the Third Party Service (which may include, but is not limited to, the Microsoft terms, Okta terms, and the Google terms).

2. Stripe

VectorCare Pay uses Stripe to allow Organizations to charge Customers and Individuals for the SP Offerings. Stripe is not HIPAA compliant, but relies on the exemption in HIPAA for payment providers. VectorCare Pay allows you to choose the information that you add to invoices and you are responsible for ensuring that any data you choose to share follows HIPAA requirements. To enable VectorCare Pay, Customer will be required to create an account with Stripe and follow terms and conditions and privacy policy of the Third Party Service (which may include, but is not limited to, the Stripe Consumer Terms of Service and Stripe Services Agreement).

3. VectorCare SMS Notifications

These services are provided by Twilio. Customer has obtained or will obtain, and it will maintain, all rights and permissions necessary under the TCPA and any other applicable Law to use an automated telephone dialing system to send SMS notifications to the Rider or other individual associated with the phone number (whether a Rider or otherwise) provided by Customer.

4. License

VectorCare will make available Third-Party Integrations to Customer in accordance with these Terms, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable right to allow its selected Authorized Users to access and use Third-Party Integrations, solely for Customer's business purposes.

5. Use of Marks

You may not alter or remove any proprietary notices in our Third-Party Integrations or content. You grant a limited, non-sublicensable, non-exclusive, non-transferable right to use a logo of your organization that will appear in the listing of organizations that use our Third-Party Integrations where it is required for User functionality. We grant you a limited, non-sublicensable, non-exclusive, non-transferable right to use a logo of our organization to assist your Users in locating our Service (e.g. on an internal network, Intranet page or similar). If you want additional rights to use our name or logo, please contact us. If you use our marks, you hereby assign any goodwill and other rights to us at no expense.

6. Representations And Warranties

Further to Clause 5.3 of the Terms of Service, you represent and warrant that as the Customer, you are responsible for maintaining the confidentiality of passwords and Customer accounts, including the setting up of Third-Party Integrations and the configuration of Third-Party Services. Customer represents that it has the requisite expertise to evaluate the suitability of feature and it has in fact undertaken its own investigation of the suitability of the feature for the Customer's purposes and it has relied upon its own skill and judgment in enabling Third-Party Integrations for its business purposes in accordance with and subject to these Terms. VectorCare will not be liable if Customer sets up Third-Party Integrations and an unauthorized person gets access to any data or information including any Encrypted Data as a result of, or in connection with the integration with the Third-Party Service.

7. Disclaimer

By enabling the VectorCare Platform to access the services of such Third-Party Integration Providers, Customer consents to VectorCare providing certain information to the Third-Party Integration Provider and granting the Third Party Service permission to access or otherwise process such information as described in the Third-Party Integration documentation, for the purposes of enabling Third-Party Integrations. You acknowledge that your use of such Third Party Service is governed solely by the terms and conditions and privacy policy of the Third Party Service.

VectorCare does not endorse, is not liable for, and makes no representations as to the Third Party Service, or the manner in which such Third Party Service uses, stores, or processes your data. We are not liable for any damage or loss arising from or in connection with your enablement of such Third-Party Service. We are not responsible or liable for any changes to or deletion of your data as a result of, or in connection with the integration with the Third-Party Service.

8. Updates

VectorCare reserves the right to update or modify the available Third-Party Identity Provider(s) at any time and/or to revoke Third-Party Integrations in accordance with Section 2.1 of the Terms of Service. In such cases, Customers will be notified with a thirty-day written notice prior to implementation unless the change is necessary to prevent imminent harm to Customer, VectorCare or the Services or to avoid security or intellectual property risk.

Customer understands and agrees that, if Customer's Administrator switches off Third-Party Integrations in respect of any Administered Users for any reasons or VectorCare no longer provides Third-Party Integrations in accordance with the above, then the relevant User(s) will be required to use standard VectorCare systems and processes.