SAAS TERMS OF SERVICE

SCOPEMEDTECH AND/OR ITS AFFILIATES (“SCOPEMEDTECH”) IS WILLING TO GRANT ACCESS TO THE SAAS PRODUCTS TO YOU OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PRODUCTS (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. CUSTOMER AND SCOPEMEDTECH MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SAAS PRODUCTS. THIS SAAS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND SCOPEMEDTECH. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SAAS PRODUCTS, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SAAS PRODUCTS.

1. Access and Use

1.1. Access and Use. ScopeMedTech grants Customer, during the Subscription Term, a non-exclusive, nontransferable right to access and use (and to permit its Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation and in the quantity specified in the applicable Order. Such license grant is subject to payment of all applicable fees set forth in the Order or payment in accordance with an Indirect Order through a Channel Partner (as appropriate) and the terms and conditions of this Agreement. ScopeMedTech may update or upgrade the SaaS Products from time-to-time.

1.2. Access and Use Restrictions. Customer shall not (directly or indirectly): (a) copy or reproduce the SaaS Products or the Documentation except as permitted under this Agreement; (b) exceed the subscribed quantities, Authorized Users or other entitlement measures of the SaaS Products as set forth in the applicable Order; (c) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the SaaS Products, Documentation or ScopeMedTech Intellectual Property; (d) assign, sell, sublicense, distribute or otherwise transfer or make available the rights granted to Customer under this Agreement to any third party except as expressly set forth herein; (e) modify, reverse engineer or disassemble the SaaS Products; (f) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the SaaS Products, attempt to recreate the SaaS Products or use the SaaS Products for any competitive or benchmark purposes; (g) create, translate or otherwise prepare derivative works based upon the SaaS Products, Documentation or ScopeMedTech Intellectual Property; (h) interfere with or disrupt the integrity or performance of the SaaS Products; (i) attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform penetrating testing on the SaaS Products without ScopeMedTech’s prior written approval; (j) use the SaaS Products in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; (k) use the Software for any High Risk Activities including investment or financial decision making (l) except as otherwise agreed by the Parties in the applicable BAA, store in or process with the SaaS Products any personal health data, or other such sensitive regulated data not required by the Documentation; (m) except when using ScopeMedTech’s services, which are certified under the Payment Card Industry Data Security Standard (PCI DSS) as listed on the ScopeMedTech Trust Center, store in or process with the SaaS Products any Payment Card Industry (PCI) data, including Cardholder Data (as these terms are defined under the PCI DSS, or; (n) use the SaaS Products to send, store or process with the SaaS Products any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. Fees for the SaaS Products are based on use of the SaaS Products in a manner consistent with the Documentation. If Customer uses, or is reasonably suspected of using, the SaaS Products in violation of the Documentation or exceeding the licensed quantities or other entitlement measures as set forth in an applicable Order, Customer shall cooperate with ScopeMedTech to resolve any non-compliance, which may include payment for any such overages at then-current applicable rates.

1.3. Login Access to the SaaS Products. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products, (ii) that such Authorized Users have been trained in proper use of the SaaS Products, and (iii) proper usage of passwords, tokens and access procedures with respect to logging into the SaaS Products. ScopeMedTech may refuse registration of or suspend Customer's or a specific user’s access and use of the SaaS Products if ScopeMedTech knows or reasonably suspects that Customer’s access or use is malicious or otherwise harmful to Customer itself, the SaaS Products or ScopeMedTech’s other customers. ScopeMedTech will provide notice prior to such suspension if permitted by applicable law and unless ScopeMedTech reasonably believes that providing such notice poses a risk to the security of the SaaS Products. ScopeMedTech will promptly reinstate Customer’s access and use once the issue has been resolved.

1.4. Trial Services. If Customer is using a free trial, a proof of concept version of the SaaS Products, a beta version of the SaaS Products, or using the SaaS Products on any other free-of-charge basis (such as ScopeMedTech MCP Server for Secure Cloud Access) including any related support services to the extent provided by ScopeMedTech in its sole discretion (collectively, “Trial Services”), ScopeMedTech makes such Trial Services available to Customer until the earlier of: (i) the end of the free trial or proof of concept period or beta testing period as communicated by ScopeMedTech or specified in an Order; (ii) the start date of any purchased version of such SaaS Products; or (iii) written notice of termination from ScopeMedTech (“Trial Services Period”). ScopeMedTech grants Customer, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in this Agreement. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by ScopeMedTech in writing. Any data Customer enters into the Trial Services and any configurations made to the Trial Services by or for Customer during the term of such Trial Services can be used by ScopeMedTech for its reasonable business purposes, including for improving and developing the SaaS Products, and will be permanently lost unless Customer: (a) has purchased a subscription to the same SaaS Products as covered by the Trial Services; or (b) exports such data or configurations before the end of such free period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the SaaS Products, and Customer should review the SaaS Products features and functions before making a purchase. ScopeMedTech will be under no obligation to provide Customer any support services with respect to the Trial Services. Notwithstanding anything to the contrary, ScopeMedTech provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, ScopeMedTech disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or ScopeMedTech’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of ScopeMedTech to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.

1.5. Support. As part of its provision of the SaaS Products, ScopeMedTech shall make available technical support to Customer in accordance with the Support Services terms applicable to the SaaS Products. Upon notification from ScopeMedTech, Customer shall promptly; update any Agents on Customer systems that interact with the SaaS Products; and/or as applicable ensure that all Authorized Users download and install all available updates for locally installed components without undue delay. Customer acknowledges and agrees that its failure to timely install such updates may result in disruptions to or failures of the SaaS Products, security risks or suspension of Customer’s access to the SaaS Products, without any liability on the part of ScopeMedTech to Customer.

1.6. Usage Analytics. ScopeMedTech and its Affiliates shall be permitted to collect and use Usage Analytics for its reasonable business purposes as well as for Customer’s benefit, including threat detection, statistical analysis, research and development, relationship management, customer support, and the monitoring, improvement and management of ScopeMedTech’s Products. In the event ScopeMedTech discloses Usage Analytics to third parties (either during the Subscription Term or thereafter), other than for the above purposes, such data shall be deidentified so that it will not identify Customer or its Authorized Users. The foregoing shall not limit in any way ScopeMedTech’s confidentiality obligations pursuant to section 4 below.

1.7. Third Party Services. Third Party Services are not required to use the Software. Customer may engage Third Party Services. Customer is solely responsible for: (a) independently testing and verifying all Third Party Services before deployment in any Customer environment; (b) ensuring that its use of such Third Party Services complies with applicable laws and this Agreement; and (c) making all third party payments related to such Third Party Services and any claims arising out of its use of the same. ScopeMedTech disclaims all liability arising from such Third Party Services, including any interface or integration with the Software. Customer remains fully responsible for any breach of this Agreement by a Third Party Service provider. Notwithstanding a Third Party Service provider being designated by ScopeMedTech as “certified,” “authorized,” “advanced”, or similar, ScopeMedTech : (i) does not control, monitor, maintain, or support any such services; (ii) disclaims all warranties, indemnities, and liabilities related to them or any integration with the Software; and (iii) makes no guarantees regarding the availability or functionality of such Third Party Services.

2. Payment and Taxes

2.1. Payment Terms. Without prejudice to Customer’s rights set out elsewhere in this Agreement, all SaaS Products fees are non-refundable and payable in advance. ScopeMedTech may invoice for purchases of SaaS Products upon delivery and in a recurring basis depending on the product purchased. Where:

(A) Customer is paying ScopeMedTech directly, Customer shall pay all invoices within thirty (30) days of date of invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by ScopeMedTech. Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1 ½ %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less; or

(B) Customer places an Indirect Order, ScopeMedTech grants the rights described in this Agreement in consideration for and subject to: (a) Customer’s agreement to comply with the pricing and payment terms of the Indirect Order, to be separately agreed between Customer and the applicable Channel Partner; and (b) Customer’s agreement to comply with its obligations set forth in this Agreement (including the restrictions on use of the SaaS Products).

Notwithstanding the foregoing, the final sales price or rate shall be freely and independently determined between the applicable Channel Partner and Customer. For the avoidance of doubt, in the case of such an Indirect Order, any indication in this Agreement of an agreement between Customer and ScopeMedTech for the price payable by Customer for such Indirect Order shall be null and void and not form a binding part of this Agreement and the provisions of this Agreement related to payment terms, pricing and/or order procedures shall not apply.

2.2. Taxes. The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied, currently or in the future based on applicable legislation, on the SaaS Products. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. ScopeMedTech shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law. ScopeMedTech will be responsible for direct taxes imposed on ScopeMedTech’s net income or gross receipts in its tax jurisdiction. Notwithstanding the foregoing, all payments made under this Agreement shall be in cleared funds, without any deduction or set-off, and free and clear of and without deduction from any Indirect Taxes or other withholdings of any nature.

3. Rights in Intellectual Property

3.1. Intellectual Property. Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and ScopeMedTech Intellectual Property are hereby reserved by ScopeMedTech , its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other.

3.2. Customer Data. Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant ScopeMedTech any rights in Customer Data beyond those expressly provided herein. Customer grants ScopeMedTech and its Affiliates the limited, non-exclusive, worldwide license to view and use the Customer Data solely to enforce this Agreement and to provide, manage, improve, and assess the quality and performance of the SaaS Products.

3.3. Suggestions. To the extent that Customer provides ScopeMedTech with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon ScopeMedTech pursuant to this Agreement and may be implemented by ScopeMedTech in its sole discretion. Customer acknowledges that any ScopeMedTech products or materials incorporating any such Suggestions shall be the sole and exclusive property of ScopeMedTech.

3.4. AI/ML Features. Certain features within the SaaS products use algorithmic analysis, 3rd party artificial intelligence model, 3rd party API and/or machine learning technologies (“AI/ML Features”). Users agree that AI/ML features are informational purposes only, not a substitute for professional advice and users waive ScopeMedTech of all responsibility or liability for the insights provided.

3.5. Output. The results produced by AI/ML Features use technology that produces probabilistic outputs and includes potential for inaccurate content. All results produced by the AI/ML Features must be carefully evaluated by Customer for accuracy and suitability before use. The output generated by ScopeMedTech is intended for informational purposes only and should not be construed as financial, investment, legal, or medical advice. Any projections, probabilities, or market share estimates are for reference purposes only and are subject to uncertainty based on evolving regulatory, clinical, competitive, and economic conditions.

3.6. Training. ScopeMedTech shall not use, or allow its sub-processors to use, Customer Data identifying Customer or its Authorized Users to train generative AI models.

4. Confidentiality

4.1. Confidential Information. The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfil the purposes of this Agreement and in accordance with the terms of this Agreement. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This section 4 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the Parties with respect to Confidential Information and is a complete and exclusive statement thereof. Additionally, the obligations set forth in section 5.4 and not this section 4 herein apply to Customer Data.

4.2. Exceptions. Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information, and the receiving Party can provide evidence to that effect. The receiving Party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing Party prior written notice sufficient to permit the disclosing Party to contest such disclosure.

4.3. Advertising and Publicity. Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter or terms of this Agreement or relationship between the Parties without the prior written consent of the other Party except as expressly permitted in this section. Customer grants ScopeMedTech and its Affiliates during the term of the Agreement the right to use Customer's trade names, logos, and symbols (“Customer Marks”) in its public promotional materials and communications for the sole purpose of identifying Customer as a ScopeMedTech customer. ScopeMedTech shall not modify the Customer Marks, or display the Customer Marks any larger or more prominent on its promotional materials than the names, logos, or symbols of other ScopeMedTech customers. The foregoing promotional materials and communications may be created, displayed, and reproduced without Customer’s review, provided that they are in compliance with this section and any Customer Marks usage guidelines provided by Customer to ScopeMedTech in writing.

5. Security and Processing of Personal Data

5.1. Customer Data Content. As between ScopeMedTech and Customer, Customer is solely responsible for: (i) the content, quality and accuracy of Customer Data as made available by Customer and by Authorized Users; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for the purpose of the SaaS Products; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with ScopeMedTech (to the extent applicable); and (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations including Applicable Data Protection Laws.

5.2. Data Protection Laws. The Parties shall comply with their respective obligations under the Applicable Data Protection Laws. In particular, if Customer is established in the European Economic Area (“EEA”), in Switzerland, in the United Kingdom (“UK”) or in California, or will, in connection with the SaaS Products, provide ScopeMedTech with personal data relating to an individual located within the EEA, Switzerland, the UK or California, the Parties shall comply with the Data Processing standard which in such case is hereby incorporated into this Agreement.

5.3. Security of Customer Data. ScopeMedTech shall: (i) ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; and (ii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. ScopeMedTech shall not materially diminish its security controls with respect to Customer Data during a particular SaaS Products term. The obligations set forth in this section 5.4 are in addition to any confidentiality, privacy, security or other requirements contained in the BAA or DPA, as applicable

6. Warranties

6.1. Limited SaaS Products Warranty. During the applicable Subscription Term, ScopeMedTech warrants that: (a) the SaaS Products will perform substantially as described in the Documentation; and (b) ScopeMedTech will use industry standard measures designed to detect viruses, worms, Trojan horses or other unintended malicious or destructive code in the SaaS Products. Customer must report any warranty breach to ScopeMedTech within thirty (30) days of the incident giving rise to the claim. ScopeMedTech’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for ScopeMedTech’s breach of these warranties will be for ScopeMedTech , at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of receiving notice. If ScopeMedTech fails to correct the breach within such cure period, Customer may terminate the affected Order and receive a pro-rata refund of any unused pre-paid fees for the period following termination. The foregoing warranties are void to the extent any failure of the SaaS Products results from negligence, misuse, or use not in accordance with the Documentation by Customer, any Authorized User, or any party other than ScopeMedTech or its authorized agents.

6.2. Operational Consistency. Without derogating from ScopeMedTech’s obligations under this Agreement, Customer warrants that it shall take and maintain appropriate steps within its control to protect the confidentiality, integrity, and security of its Confidential Information and Customer Data, including: (i) operating the SaaS Products in accordance with the Documentation and applicable law and (ii) dedicating reasonably adequate personnel and resources to implement and maintain the security controls set forth in the Documentation. Customer will be responsible for the acts and omissions of its Authorized Users.

6.3. Third Party Materials. The SaaS Products include Third-Party Materials, use of which is subject to their respective OSS Licenses as indicated in the Documentation. ScopeMedTech warrants that the inclusion of such Third Party Materials in the SaaS Products will not prevent Customer from exercising the license rights provided to Customer herein in respect of the SaaS Products or limit Customer’s ability to use the SaaS Products in accordance with the Documentation. Nothing herein shall derogate from mandatory rights Customer may have under any OSS Licenses, if any. Customer may obtain a copy of the source code for certain Third-Party Materials by following the instructions set forth in the Documentation.

6.4. Disclaimer. Any and all warranties, expressed, incorporated or implied, are limited to the extent and period mentioned in this Agreement. To the maximum extent allowed by applicable law, ScopeMedTech disclaims (and disclaims on behalf of its licensors and/or contributors to any Third-Party Materials) all other warranties, conditions and other terms, whether express or implied or incorporated into this Agreement by statute, common law or otherwise, including the implied conditions and warranties of merchantability and fitness for a particular purpose. ScopeMedTech will have no responsibility or liability for delays, failures or losses (i) attributable or related in any way to the use or implementation of third-party hardware, software or services not provided by ScopeMedTech .

7. Indemnification

7.1. Infringement Indemnity. ScopeMedTech shall defend and indemnify Customer and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Customer’s use of the SaaS Products in accordance with this Agreement and the Documentation.

7.2. Customer Data and Use Indemnity. Customer shall defend and indemnify ScopeMedTech and/or its Affiliates and their officers, directors and employees against any third-party claims, suits and proceedings (including those brought by a government entity), and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from: (i) an alleged infringement or violation by the Customer Data of such third-party’s patent, copyright, trademark, trade secret; or (ii) ScopeMedTech’s use of the Customer Data violating applicable law, provided that such use is in accordance with the terms of this Agreement and (where applicable) with the terms of the DPA and/ or the BAA.

7.3. Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

7.4. Exclusions. The above ScopeMedTech obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the SaaS Products not in accordance with the Documentation and this Agreement; (b) Customer’s use of the SaaS Products in violation of applicable laws; (c) any modification, alteration or conversion of the SaaS Products not created or approved in writing by ScopeMedTech ; (d) any combination of the SaaS Products with any computer, hardware, software, data or service not provided by ScopeMedTech; (e) ScopeMedTech’s compliance with specifications, requirements or requests of Customer; or (f) Customer’s gross negligence or willful misconduct.

7.5. Remedies. If a SaaS Product becomes, or ScopeMedTech reasonably determines that a SaaS Product is likely to become, subject to a claim of infringement for which ScopeMedTech must indemnify Customer as described above, ScopeMedTech may at its option and expense: (a) procure for Customer the right to continue to access and use that SaaS

Product, (b) replace or modify that SaaS Product so that it becomes non-infringing without causing a material adverse effect on the functionality provided by that SaaS Product, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for that SaaS Product. This section titled “Indemnification” states the sole liability of ScopeMedTech and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

8. Limitation of Liability

8.1. Maximum Liability. Except for liability caused by ScopeMedTech’s intellectual property infringement indemnification obligations in section 7.1, Customer’s data infringement indemnity in section 7.2, or Customer’s payment obligations herein, in no event will either Party’s maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the total amount paid or payable to ScopeMedTech under this Agreement during the twelve (12) month period preceding the date of initial claim.

8.2. No Consequential Damages. Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.

8.3. Construction. This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for (a) death or bodily injury caused by a Party’s negligence; or (b) gross negligence, willful misconduct, or fraud.

9. Assignment.

Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

10. Restricted Rights and Export Control

10.1. Export Control. The exportation of the SaaS Products and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, the laws of the State of Israel, and the laws of any country or organization of nations within whose jurisdiction Customer (or its Authorized Users who may use or otherwise receive the SaaS Products as expressly authorized by this Agreement) operates or does business, as amended, and the rules and regulations promulgated from time to time thereunder. Specifically, Customer hereby undertakes not to export or re-export, access or grant access to the SaaS Products and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. Customer also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.

11. Professional Services.

Customer may separately purchase from ScopeMedTech professional services in relation to the SaaS Products as may be generally available by ScopeMedTech to its customers, pursuant to ScopeMedTech’s then applicable professional services terms.

12. Term and Termination

12.1. Term. This Agreement will be effective upon Customer’s first access of a SaaS Product and shall remain in force during the applicable Subscription Term of the SaaS Product or throughout Customer’s continued use of the SaaS Product, as applicable, unless or until terminated by either Party pursuant to this section.

12.2. Termination. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, a SOW, or an Order, in whole or in part, or cease provision of the SaaS Products if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party.

Customer may terminate an Order pursuant to its rights under the EU Data Act upon two (2) months’ prior written notice. No refund or credit will be provided for any prepaid Subscription Fees, and all Subscription Fees for the agreed Subscription Term shall become immediately payable. ScopeMedTech shall not impose any additional exit fees for such termination.

ScopeMedTech reserves the right to suspend Customer’s access to the applicable SaaS Products upon thirty (30) days’ written notice to Customer if: (a) an invoice is more than thirty (30) days past due; or (b) a material breach of this Agreement fails to be cured within thirty (30) days. ScopeMedTech will promptly reinstate Customer’s access and use of the SaaS Products/provision of the Professional Services once the issue has been resolved.

Upon termination or expiration of the Agreement or an Order, (x) any accrued rights and obligations will survive; (y) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable, and (z) Customer will have no further right to access or use the applicable SaaS Products or professional services. If Customer is converting its perpetual self-hosted software licenses to a corresponding SaaS Product license, the applicable previously licensed perpetual self-hosted software licenses will be terminated, along with any associated Support Services, in accordance with the terms of the applicable Order.

12.3. Effect of Termination/Expiration of Subscription Term. Upon termination or expiration of an applicable Subscription Term, ScopeMedTech may immediately deactivate Customer’s account, and: (i) Customer will have no further right to access or use the SaaS Products, except for the limited right to access or use the SaaS Products for purposes of exporting Customer Data in a commonly used, machine-readable format, using available processes, tools or APIs, in accordance with the applicable Documentation; and (ii) each Party shall return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the SaaS Products promptly upon receiving written request from the other Party. Customer acknowledges that it is responsible for exporting any Customer Data to which Customer desires continued access after termination/expiration, and ScopeMedTech shall have no liability for any failure of Customer to retrieve such Customer Data and no obligation to store or retain any such Customer Data beyond 40 days following termination or expiration of Customer’s Subscription Term. Any Customer Data contained on the SaaS Products will be deleted within the period of time is stated in the Documentation, or, in the event that the Documentation does not specify such period, within 60 days of termination or expiration of Customer’s Subscription Term, unless a different retrieval period has been agreed in writing, in which case the applicable deletion period set out above will start upon expiry of such retrieval period. ScopeMedTech shall maintain the security of Customer Data throughout such periods in accordance with applicable law. Upon Customer’s written request, ScopeMedTech will provide reasonable assistance to support Customer’s exit strategy, including by providing relevant information, subject to a separate Order covering such services. Notwithstanding the foregoing, Customer hereby acknowledges and agrees that Confidential Information processed as part of the Zero Touch PKI SaaS Product (“ZTPKI Confidential Information”) may be subject to the Certificate Authority Retention Requirements as set forth by the Certificate Authority. ScopeMedTech shall have the right to keep a copy of ZTPKI Confidential Information; provided, however, any ZTPKI Confidential Information retained remains subject to the obligations of the Agreement until deleted by ScopeMedTech .

13. Miscellaneous

13.1. Independent Contractors. Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between ScopeMedTech and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.

13.2. Compliance with Law. Each Party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.

13.3. Force Majeure. With the exception of Customer’s payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

13.4. Governing Law and Jurisdiction. Each Party agrees to the Delaware governing law without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable court with respect to any dispute, claim, action, suit or proceeding (including non-contractual disputes or claims) arising out of or in connection with this Agreement, or its subject matter or formation. To the extent not prohibited by applicable law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

13.6. Entire Agreement, Execution, and Modification. This Agreement supersedes all prior agreements and representations between the Parties regarding the subject matter of this Agreement. The terms and conditions contained in any Order issued by Customer will be of no force or effect, even if the Order is accepted by ScopeMedTech. ScopeMedTech may make changes to these Terms of Service from time to time. If ScopeMedTech makes a material change to any of the foregoing, ScopeMedTech will inform Customer.

13.7. Severability and Waiver. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Should any term or provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this Agreement that, to the greatest extent possible, achieves the intended commercial result of the original provision. The failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

13.8. Definitions and Interpretation. The following definitions and rules of interpretation apply in this Agreement:

“Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity or the ability to direct the management of the entity by contract or otherwise).

“Agents” means ScopeMedTech’s proprietary software, systems and locally-installed software agents and connectors including mobile applications that interact with the SaaS Products as may be provided by ScopeMedTech in connection with the SaaS Products.

“Applicable Data Protection Laws” means all applicable privacy and data protection laws, their implementing regulations, regulatory guidance and secondary legislations, each as updated or replaced from time to time, including: (a) the General Data Protection Regulation (EU 2016/679) (the “GDPR”) and any applicable national implementing laws; (b) the UK General Data Protection Regulation (“UK GDPR”) and the UK Data Protection Act 2018; (c) the Privacy and Electronic Communications Directive (2002/ 58/ EC) and any applicable implementing laws, including the Privacy and Electronic Communications Regulations 2003 (SI 2003/ 2426) (“EC Directive”); (d) the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”); (e) U.S. legislation (e.g. the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”); and (f) any other laws that may be applicable.

“Authorized Users” means employees, agents, consultants, contractors, vendors or Third Party Service provider authorized by Customer to use the Software solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement. For the avoidance of doubt, licenses associated with SaaS Products purchased as a bundle (under a single product code) cannot be separated between different Authorized Users.

“Certificate Authority” means an organization that is responsible for the authorization, issuance, revocation, and management of digital certificates that record information used to authenticate identities of users, devices, servers or websites.

“Certificate Authority Retention Requirements” means laws or industry policies requiring Certificate Authorities to retain information and audit logs related to Certificate Authority activity, including the requirements set by: (1) CA/Browser Forum Baseline Requirements for the Issuance and Management of Publicly-Trusted Certificates; (2) Swiss Federal Act on Electronic Signatures (ZertES); or (3) Law of Belgium of 21 July 2016 (eIDAS Electronic Archiving Act).

“Channel Partner” means a third-party business entity that ScopeMedTech has appointed as an approved partner to as applicable, distribute, re-sell and support the SaaS Products.

“Confidential Information” means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure.

“Customer Data” means all data and/or content uploaded to the SaaS Products by Customer (including, where applicable Authorized Users).

“ScopeMedTech ” means the ScopeMedTech legal entity providing the SaaS Product to Customer pursuant to this Agreement, at the address specified in section 13.5 “Governing Law and Jurisdiction”.

“Documentation” means the user guides, installation documents, and specifications for the Software that are made available from time to time by ScopeMedTech in electronic or tangible form, including those found at Scopemedtech.com , but excluding any sales or marketing materials.

“High Risk Activities” means any activity or environment requiring fail-safe performance or any other application in which the failure or malfunction of the SaaS Products could lead to death, serious personal injury, environmental harm, or significant property damage.

“Indirect Order” means an Order for the Software or Services from a Channel Partner of Customer’s choosing pursuant to an independent commercial agreement.

“Indirect Taxes” means excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes on turnover and/or revenues, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal, state or province).

“Intellectual Property” means a Party’s proprietary material, technology, or processes (excluding the SaaS Products and Documentation), including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, knowhow, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

“Notice” means any formal legal notice or equivalent communication required or permitted under this Agreement.

“Order” means ScopeMedTech’s quote accepted by Customer via Customer’s purchase order or other ordering document received by ScopeMedTech (directly or indirectly through a Channel Partner) to order ScopeMedTech’s SaaS Products, which references the SaaS Products, pricing, payment terms, quantities, expiration date and other applicable terms set forth in an applicable ScopeMedTech quote or ordering document.

“OSS Licenses” means the respective open-source licenses that the Third-Party Materials are subject to.

“Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.

“SaaS Products” means the software-as-a-service products specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by ScopeMedTech in its sole discretion, and any software, systems and locally-installed software agents and connectors that interact with the SaaS Products as may be provided by ScopeMedTech in connection with the SaaS Products), provided that any free trial SaaS software, proof of concept of the SaaS Products, beta version of the SaaS Products, or any other free-ofcharge software product will also be considered SaaS Products for the purposes of Section 1.4 of this Agreement.

“Subscription Term” means the period of time during which Customer is subscribed to the SaaS Products, as specified in an Order and which shall begin upon delivery of the SaaS Products.

“Suggestions” means, any feedback, ideas or suggestions for improvements, new features, customer experience, functionalities, corrections, enhancements or changes to the SaaS Products suggested by Customer to ScopeMedTech , excluding any Customer Data and Customer Intellectual Property.

“Support Services” means the maintenance and support services for the SaaS Products provided by ScopeMedTech to Customer as part of an active SaaS Products subscription.

“Third-Party Materials” means open source software programs that are made available by third parties under their respective OSS Licenses.

“Third Party Services” means any individual or entity that has an agreement with Customer to administer, manage, support, or otherwise facilitate Customer’s (or its Affiliates’) access and/or use of the Software and/or Services.

“Usage Analytics” means data regarding Customer’s access, use and configuration of the SaaS Products including metadata, usage statistics, telemetry, support data, session metadata, logs, types of applications or accounts utilized or interacting with the SaaS Products and threat detection data.

Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.