Software Use Agreement — Ascend Solutions

PRACTICE DATA SOLUTIONS SOFTWARE USE AGREEMENT

This Practice Data Solutions Software Use Agreement (the "Agreement," which term includes all appendices hereto) is entered into by and between Ascend Solutions LLC, a Michigan limited liability company, with an address of P.O. Box 775047, Steamboat Springs, Colorado 80477-5047 ("Licensor"), and the entity identified as Licensee on the applicable Order Form ("Licensee") (each of Licensee and Licensor a "Party," together the "Parties"). This Agreement is effective on the Effective Date set forth in or determined by reference to the applicable Order Form.

RECITALS

WHEREAS, Licensor owns the software referred to as Practice Data Solutions along with all procedures, data, Outputs (subject to the Proprietary Rights provisions defined in Section 9 and as defined in Section 10 below), and documentation related thereto (the "Software");

WHEREAS, Licensee acknowledges that the nature of the Software and the Software's Outputs will change over time, and that one purpose of this Agreement is to protect the Intellectual Property in and confidential nature of the Software and its Outputs in both their present form and in any future form in which they may exist;

WHEREAS, Licensor desires to receive comments and suggestions from Licensee for improvement of the Software, and Licensee hereby grants to Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to use, incorporate, reproduce, modify, and otherwise commercialize any such comments, suggestions, or feedback in the Software or any other product or service of Licensor, without obligation of attribution or compensation to Licensee. Licensor may, in its reasonable judgment, make modifications to the Software based upon such feedback and Licensor's own development efforts; and

WHEREAS, Licensor is willing to give Licensee use of the Software, and Licensee is willing to accept use of the Software, pursuant to the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, acknowledged as received, the above-stated recitals are true and accurate, reflect the intentions of the Parties hereto, and are incorporated by reference herein, and the Parties agree as follows:

Acceptance

Licensee's signature on the applicable Order Form constitutes Licensee's acceptance of and agreement to be bound by this Agreement, which is incorporated by reference into the Order Form. No countersignature by Licensor is required for this Agreement or the Order Form to become binding upon the Parties; Licensor's acceptance is evidenced by Licensor's commencement of performance hereunder.

1. Grant of License.

(a) Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license, during the Term, to access and use the Software for Licensee's internal business purposes, in accordance with the Documentation and subject to Licensee's compliance with this Agreement. Licensee receives no ownership rights, title, or any interest in the Software other than as a licensee.

(b) Permitted Use. Licensee may access and use the Software during the Term for Licensee's business purposes, which may include Licensee's use of the Software to provide services to Licensee's clients, customers, or other end users in the ordinary course of Licensee's business (collectively, "Licensee's Clients"). Licensee shall ensure that all such use complies with this Agreement, including the Use Restrictions in Section 13, and Licensee remains fully responsible for all activity conducted through Licensee's user accounts.

Downstream Compliance. Licensee shall ensure that any of Licensee's Clients, employees, contractors, or other parties accessing or benefiting from the Software through Licensee's account (each, a "Downstream User") comply with the Use Restrictions in Section 13 and the access controls in Section 1(c). Any act or omission by a Downstream User that would constitute a breach of this Agreement if performed by Licensee shall be deemed a breach by Licensee. Any reverse engineering, decompilation, disassembly, or attempt to derive source code, or any other violation of Section 13(a) by Licensee or any Downstream User, shall constitute an automatic material breach of this Agreement, entitling Licensor to (i) immediate suspension of Licensee's access to the Software without prior notice, (ii) termination of this Agreement under Section 12(a), and (iii) all remedies available under this Agreement or at law or equity, including injunctive relief under Section 17(g)(d).

Affiliate Use. Licensee may permit its affiliates to access the Software on the same terms, provided Licensee provides written notice to Licensor identifying such affiliates and Licensee remains fully responsible for affiliate use.

Prohibited. Notwithstanding the foregoing, Licensee shall not (i) resell access to the Software, (ii) provide Software access credentials to any party who is not an Authorized User as defined in Section 1(c), or (iii) use the Software to operate a software-as-a-service, application service provider, or similar service offering that competes with the Software.

(c) Access Controls and Authorized Users. Licensee may access and use the Software only through user accounts registered with Licensor. The individuals authorized by Licensee to access the Software shall be (i) Licensee's employees, (ii) Licensee's contractors who have a need to access the Software in connection with services performed for Licensee, and (iii) such other individuals as Licensee may designate, in each case who are bound by written obligations of confidentiality and use restrictions at least as protective as those in this Agreement (each, an "Authorized User"). Licensee may add, remove, or manage the access of Authorized Users at any time through the user management functions provided in the Software, without prior notice to or approval from Licensor. Licensee is solely responsible for all activity conducted through its user accounts, including all actions of its Authorized Users. Licensee shall not, and shall ensure that no Authorized User shall, share logins, passwords, or access credentials with any other party. Licensor may suspend access to any individual user account upon written notice to Licensee if Licensor reasonably determines that (a) the user has violated the Use Restrictions in Section 13, (b) the user's continued access poses a material security risk to the Software or other users, or (c) Licensee has materially breached this Agreement with respect to such user. Licensor shall promptly restore access upon resolution of the underlying issue. Nothing in this Section shall limit Licensor's other suspension or termination rights under this Agreement.

(d) License to Licensor for De-Identified Data. Licensee grants to Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to: (i) de-identify any Raw Data and any other data entered into the Software by Licensee or its Authorized Users in accordance with the de-identification standard set forth in 45 CFR § 164.514(b) (HIPAA Safe Harbor), and (ii) use, reproduce, modify, distribute, display, sell, license, sublicense, aggregate, analyze, and otherwise commercialize such de-identified data for any lawful purpose, including without limitation product development, research, benchmarking, machine learning training, industry analytics, and commercial offerings to third parties. Licensor shall not, in any use of de-identified data permitted under this Section, re-identify the data or attempt to do so. The license granted in this Section survives termination or expiration of this Agreement and the Business Associate Agreement, but applies only to data that has been de-identified in accordance with HIPAA Safe Harbor prior to such termination or expiration.

(e) Title; Reservation of Rights. As between the Parties, Licensor and/or its licensors retain all right, title, and interest in and to the Software, including all related documentation, customizations, updates, corrections, modifications, enhancements, improvements, derivative works, and all intellectual property rights therein. No right, title, or interest in or to the Software is transferred to Licensee under this Agreement other than the limited license expressly granted in Section 1(a). All rights not expressly granted to Licensee are reserved by Licensor and its licensors.

(f) Required Data Entry.

(i) Raw Data. On a monthly basis (or at such other cadence as may be specified in the applicable Order Form), Licensee shall enter into the Software the following data by Payer Class (or such other data sorts as Licensor specifies within the capability of Licensee's data source), which shall be deemed "Raw Data" under this Agreement: Visits, Collections, Adjustments, Charges, Aged Accounts Receivable balances, New Patient Counts, and Claim Counts.

(ii) Accuracy. The Fees associated with this Agreement are dependent on accurate Raw Data input for the billable metrics specified in the applicable Order Form. Licensee acknowledges that purposely or knowingly entering incorrect Raw Data into the Software shall constitute a material breach of this Agreement and shall cause incorrect invoicing.

(iii) Closed Periods. Licensee shall enter required Raw Data for the prior month no later than the 8th day of each month. On the 9th day of each month, the prior month's reporting period shall be closed by Licensor (a "Closed Period"), preventing further Raw Data entry for that period. Access to Raw Data entry for a Closed Period requires written request to Licensor. After the first such request, each subsequent request to reopen a Closed Period shall be subject to a fee of $100 per request, unless otherwise specified in the applicable Order Form.

2. Term.

The initial term of this Agreement (the "Initial Term") shall begin on the date the applicable Order Form is signed by Licensee (the "Effective Date") and shall continue for the period specified in such Order Form. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal periods of equal length to the Initial Term (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the end of the then-current term. The applicable Order Form may specify a different Renewal Term structure (including a month-to-month basis) and a different non-renewal notice period, in which case the Order Form shall control. The Initial Term and any Renewal Terms are collectively referred to as the "Term." Fees applicable during any Renewal Term may be modified by Licensor in accordance with Section 3. This Agreement is subject to the termination provisions set forth in Section 12 below.

3. Payment.

Fees and Billing. Licensee shall pay Licensor the fees and other amounts set forth in the applicable Order Form ("Fees"). All Fees are payable in U.S. dollars. Unless otherwise specified in the applicable Order Form, Licensor will invoice Licensee monthly, and Licensee shall pay each invoice within thirty (30) days of the invoice date. Licensee shall pay all applicable taxes (other than taxes on Licensor's net income) associated with the Fees.

Payment Method. Licensee shall pay Fees by ACH, credit card, or such other payment method as may be agreed by the Parties or specified in the applicable Order Form. If Licensee pays by credit card, Licensor may pass through to Licensee the credit card processing fees to the extent permitted by applicable law; any such pass-through fees, if applicable, shall be set forth in the applicable Order Form.

Late Payment. Any undisputed amount not paid when due shall accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full. Licensee shall reimburse Licensor for all reasonable costs of collection, including reasonable attorneys' fees.

Suspension for Non-Payment. If Licensee fails to pay any undisputed amount when due and fails to cure such non-payment within fifteen (15) days after written notice from Licensor, Licensor may suspend Licensee's access to the Software until all undisputed amounts are paid in full. Suspension under this Section is in addition to, and does not limit, Licensor's other rights and remedies under this Agreement.

Fee Changes. Licensor may change Fees for any Renewal Term upon at least thirty (30) days' prior written notice to Licensee in accordance with Section 17(c). Licensor may also change Fees for the then-current Term upon at least thirty (30) days' prior written notice if such change is materially adverse to Licensee, in which case Licensee's sole remedy is to terminate this Agreement by written notice given before the change takes effect.

Reactivation Fee. If Licensee's access is suspended for non-payment and subsequently reactivated, Licensor may charge a reactivation fee as set forth in the applicable Order Form.

30-Day Minimum Fee Waiver. Notwithstanding any monthly minimum fee set forth in the applicable Order Form, no monthly minimum shall apply during the first thirty (30) days following the Effective Date. Per-transaction fees shall accrue and be invoiced during such initial thirty (30) day period in accordance with the Order Form. Beginning on the thirty-first (31st) day following the Effective Date, both per-transaction fees and any applicable monthly minimum shall apply in full, prorated for any partial month.

4. Delivery.

Promptly following the Effective Date, Licensor will make the Software available to Licensee by enabling access for the user accounts registered with Licensor in accordance with Section 5, and will make available to Licensee user documentation describing how to access and use the Software and the data Outputs. During the Term, Licensor will make the Software available to Licensee subject to scheduled maintenance, updates, and any other downtime described in the documentation or otherwise communicated by Licensor.

5. Registration.

Following the Effective Date, Licensee shall reasonably cooperate with Licensor's personnel during the onboarding process and shall provide all information Licensor reasonably requires to establish Licensee's environment within the Software. Any one-time setup fee, if applicable, shall be set forth in the applicable Order Form. Access to the System Admin functions of the Software is restricted to Licensor's personnel.

6. Limited Warranty.

(a) Licensor warrants, represents and covenants that:

(i) Licensor has the right to grant the access to and use of the Software as set forth herein;

(ii) The Software, when used in accordance with this Agreement and the Documentation, will perform materially as described in the Documentation during the Term;

(iii) Licensor will use commercially reasonable efforts consistent with industry standards to ensure that the Software does not contain malicious code, viruses, worms, or similar harmful components at the time of delivery;

(c) During the Term, Licensor will provide customer support for the Software as described in Section 8 and in any service documentation made available by Licensor.

(d) Licensor does not provide methodology consulting or advisory services on the use of Software Outputs except as specifically engaged for under a separate written agreement.

(e) During the Term, Licensor will provide technical support for the Software in accordance with the support documentation made available by Licensor.

(f) Licensee acknowledges that data entry errors made by Licensee or its Authorized Users may affect Outputs, and that Licensor is not responsible for the accuracy of Outputs to the extent such inaccuracy is caused by erroneous data input by Licensee.

(g) The warranties provided in this Agreement are for the sole benefit of Licensee and may not be extended to or otherwise benefit any third party.

(h) THE SOFTWARE IS PROVIDED "AS IS" AND THE WARRANTIES RECITED IN THIS SECTION ARE THE ONLY WARRANTIES PROVIDED BY LICENSOR, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

7. Limitation of Liability.

EXCEPT AS EXPRESSLY SET FORTH BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES AGREE THAT THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

The limitations of liability set forth above shall NOT apply to: (i) Licensee's payment obligations under this Agreement or any Order Form; (ii) either Party's indemnification obligations under this Agreement; (iii) either Party's breach of its confidentiality obligations; (iv) either Party's breach of the Business Associate Agreement or other HIPAA-related obligations; or (v) liability arising from willful misconduct, gross negligence, or fraud; (vi) Licensee's breach of Intellectual Property protections.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, IN TORT, CONTRACT, OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Maintenance and Support.

During the Term, Licensor will provide maintenance and support for the Software in accordance with the support standards described in the support documentation made available by Licensor, which may be updated by Licensor from time to time. Licensor will use commercially reasonable efforts to address issues reported by Licensee, with response and resolution priority based on the severity of the issue as classified in the support documentation.

9. Proprietary Rights.

(a) Ownership. Licensor and/or its licensors own all right, title, and interest in and to the Software, including without limitation all copyrights, patent rights, trademark rights, and other intellectual property and trade secrets rights , pursuant to an Intellectual Property Licensing Agreement entered into by and between RMK, INTELLECTUAL, L.L.C. and ASCEND SOLUTIONS, L.L.C., related thereto or incorporated therein. For purposes of this Agreement, the term "Trade Secrets" or “Intellectual Property” includes but is not limited to: (i) all data structures and algorithms in the Software; (ii) all source code; (iii) all Output structures and the content of Outputs based on data entered by Licensee; (iv) all Tasks, Time Data, Time by Task lists and Time Inflation data and structures; (v) all metrics, data norms, and benchmarks calculated by Licensor; (vi) formula, business logic, interpretive logic, analytics calculated and derived from Raw Data that is entered into the Software and (vii) any materials labeled by Licensor as "confidential" or "trade secret," though labeling is not required for materials to be deemed confidential or trade secret.

(b) Confidentiality. Licensee shall treat the Software, including all updates, corrections, customizations, Outputs and documentation, as confidential and proprietary. Licensee shall not disclose, directly or indirectly, the Software or any Trade Secrets to any third party except as expressly permitted under this Agreement or with Licensor's prior written consent. Licensee shall promptly notify Licensor of any unauthorized access, possession, use, or disclosure of the Software or Trade Secrets by any person or entity, and shall reasonably cooperate with Licensor in protecting Licensor's proprietary rights.

(c) Liens and Encumbrances. Licensee shall keep the Software, and any customizations, updates, or corrections to the Software, free and clear of any claims, liens, and encumbrances attributable to Licensee's access, use, or possession of the Software. Any act of Licensee, whether voluntary or involuntary, purporting to create a claim or encumbrance against the Software shall be void ab initio.

(d) Raw Data Ownership. The Raw Data entered by Licensee into the Software is not Confidential Information, Proprietary Information, or a Trade Secret of Licensor, and Licensee retains ownership of its Raw Data. The Outputs (as defined in Section 10), the Software code, and all interfaces created to capture, process, or display Raw Data within the Software are the Confidential Information, Proprietary Information, and Trade Secrets of Licensor and/or its licensors.

(e) Michigan Trade Secrets Act. The Software, the Outputs, and all related information received by Licensee in connection with this Agreement are considered Trade Secrets under the Michigan Uniform Trade Secrets Act (MCL § 445.1901 et seq.), and Licensee shall treat such information as strictly confidential.

(f) Exceptions to Confidentiality. Licensee's confidentiality obligations under this Section shall not extend to information that: (i) is or becomes generally available to the public through no act or omission of Licensee; (ii) was already in Licensee's possession prior to disclosure by Licensor, as demonstrated by Licensee's written records, other than as a result of a disclosure by the Licensee or its representatives; (iii) at the time of disclosure or thereafter, was rightfully available to the Licensee on a non-confidential basis from a source other than the disclosing party or its representatives; (iv) is approved in advance for disclosure in writing by Licensor; (v) is marked by Licensor as "Public" or "Not Confidential"; or (vi) is required to be disclosed pursuant to applicable law, regulation, governmental agency request, or court order, provided that Licensee notifies Licensor as soon as reasonably practicable of such required disclosure, reasonably cooperates with Licensor to limit the scope of such disclosure, and seeks to have the disclosure made "under seal" or under similar confidentiality protections to the extent permitted.

(g) Survival. The proprietary rights and confidentiality obligations set forth in this Section 9 shall survive the termination or expiration of this Agreement.

10. Outputs.

(a) Definition. As used in this Agreement, "Outputs" means the data, calculations, metrics, analytics, reports, dashboards, and other forms of processed information generated by the Software from the Raw Data and any other data whether entered by Licensee or its Authorized Users or not. Outputs include, without limitation, aggregated results, statistical analyses, benchmarks, norms, and other derivative data forms generated by the Software's functionality. Outputs may be delivered to Licensee in various formats as the Software's capabilities evolve.

(b) Ownership and License. Pursuant to an Intellectual Property Licensing Agreement entered into by and between RMK, INTELLECTUAL, L.L.C. and ASCEND SOLUTIONS, L.L.C.,

1) the Outputs are the Confidential Information and Trade Secrets of Licensor and/or its licensors, as further described in Section 9.

2) Licensor and/or its licensors retain all right, title, and interest in and to the Outputs and the intellectual property rights therein.

Subject to Licensee's compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, to use the Outputs for Licensee's internal business purposes and, consistent with Section 1(b), to provide services to Licensee's Clients.

(c) Confidentiality. Licensee shall treat the Outputs as confidential in accordance with Section 9. Licensee shall not disclose, publish, distribute, or otherwise share the Outputs with any third party other than (i) Licensee's Authorized Users; (ii) Licensee's Clients in connection with services provided by Licensee in the ordinary course of Licensee's business; and (iii) as otherwise expressly permitted by Licensor in writing. Outputs delivered by Licensor to Licensee shall not include data that identifies any other licensee of the Software or any individual user other than Licensee's own Authorized Users.

(d) Cross-Reference to De-Identified Data License. Nothing in this Section 10 limits or modifies the license granted to Licensor in Section 1(d) over de-identified data, which is separate from the Outputs and governed by Section 1(d).

11. Indemnity.

Licensor will defend, indemnify, and hold harmless Licensee, its directors, officers, employees, agents, and assigns from and against any third-party claim that the Software, as provided by Licensor and used by Licensee in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret of such third party. This indemnity covers damages, judgments, settlement amounts, reasonable attorneys' fees, and other reasonable costs awarded against Licensee. Licensor shall have no obligation under this Section to the extent any claim arises from or relates to: (i) any modification of the Software by Licensee or any party other than Licensor; (ii) the combination of the Software with any products, services, hardware, software, or data not provided by Licensor; (iii) use of the Software outside the scope authorized by this Agreement or the documentation; (iv) Licensee's continued use of the Software after Licensor has notified Licensee to discontinue use; or (v) any data or content provided by Licensee. If the Software is, or in Licensor's reasonable opinion is likely to become, the subject of an infringement claim, Licensor may, at its option and expense: (a) procure for Licensee the right to continue using the Software; (b) modify or replace the Software so that it becomes non-infringing while substantially preserving its functionality; or (c) terminate the affected portion of this Agreement and refund any pro-rata prepaid fees for the unused remainder of the then-current term. THE FOREGOING STATES LICENSOR'S ENTIRE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

Licensee will defend, indemnify, and hold harmless Licensor, its directors, officers, employees, agents, and assigns from and against any third-party claim arising out of or relating to: (i) Licensee's breach of this Agreement, the Business Associate Agreement, or any Order Form; (ii) any data, content, or materials provided by Licensee or its authorized users to the Software, including any claim that such data infringes or misappropriates the intellectual property, privacy, or other rights of any third party; (iii) any representation made by Licensee to its patients, end users, or other third parties regarding the Software, the use of their data, or the parties' relationship; (iv) Licensee's failure to obtain or maintain any consent, authorization, license, or right required for Licensor to receive or process Licensee's data under applicable law (including HIPAA); (v) the combination of the Software with any product, service, hardware, software, or data not provided by Licensor; or (vi) Licensee's gross negligence, willful misconduct, or fraud. This indemnity covers damages, judgments, settlement amounts, reasonable attorneys' fees, and other reasonable costs awarded against Licensor.

As a condition to the indemnifying Party's obligations under this Section, the indemnified Party shall: (i) provide the indemnifying Party with prompt written notice of any claim, no later than thirty (30) days after the indemnified Party becomes aware of the claim, provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations under this Section except to the extent it is materially prejudiced thereby; (ii) grant the indemnifying Party sole control of the defense and settlement of the claim, including the selection of counsel; and (iii) reasonably cooperate with the indemnifying Party in the defense, at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense using counsel of its choosing. The indemnifying Party shall not settle any claim that imposes any liability or obligation on the indemnified Party (other than payment of money for which the indemnifying Party is responsible) without the indemnified Party's prior written consent, which shall not be unreasonably withheld.

12. Termination.

Either Party may terminate this Agreement for cause upon written notice to the other Party in any of the following circumstances: (a) Material Breach. If either Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail, the non-breaching Party may terminate this Agreement effective immediately upon written notice of termination. (b) Non-Payment. If Licensee fails to pay any undisputed amount when due and fails to cure such non-payment within fifteen (15) days after receiving written notice, Licensor may terminate this Agreement effective immediately upon written notice of termination. This subsection (b) is in addition to, and does not limit, Licensor's suspension rights under Section 3. (c) Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party (i) files a petition in bankruptcy or has such a petition filed against it that is not dismissed within sixty (60) days, (ii) becomes insolvent or makes a general assignment for the benefit of creditors, or (iii) has a receiver, trustee, or similar officer appointed over a material portion of its assets. (d) BAA Breach. Either Party may terminate this Agreement in accordance with the termination provisions of the Business Associate Agreement executed between the Parties.

Effect of Termination. (i) Cessation of Access. Upon termination of this Agreement for any reason, Licensee's right to access and use the Software shall immediately cease, and Licensor will disable Licensee's access. (ii) Data Export. For a period of thirty (30) days following the effective date of termination, Licensor will, upon written request from Licensee, provide to Licensee an export of Licensee's data in a format and scope described in the then-current Software documentation. After the expiration of such thirty (30) day period, Licensor may delete or keep Licensee's data, subject to any retention requirements under applicable law (including HIPAA) and the Business Associate Agreement between the Parties. (iii) Return of Confidential Information. Upon termination, each Party shall, upon written request from the other, return or destroy (and confirm such destruction in writing if requested) the other Party's confidential information in its possession, custody, or control, except to the extent retention is required by applicable law. (iv) Fees and Refunds. If Licensee terminates this Agreement for Licensor's uncured material breach under Section 12(a), Licensor will refund to Licensee any prepaid unused fees on a pro-rata basis for the period after the effective date of termination. In all other termination scenarios, no refund of prepaid fees shall be due, and Licensee shall remain obligated to pay all amounts accrued through the effective date of termination, including any applicable minimum fees prorated through such date. (v) Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 6 (Warranties), 7 (Limitation of Liability), 9 (Proprietary Rights), 11 (Indemnity), and 17 (Miscellaneous), as well as any payment obligations accrued prior to termination and any other provision that by its nature is intended to survive.

13. Use Restrictions.

Licensee shall not, and shall not permit any employee, agent, contractor, or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, or algorithms of the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction; (b) circumvent, disable, or otherwise interfere with any security, access control, or technical limitation feature of the Software; (c) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software or its outputs; (d) use the Software or any of its outputs to develop, train, or improve any product, service, machine learning model, or other system that competes with or is substantially similar to the Software; (e) publish or disclose to any third party any benchmark, performance metric, or competitive analysis of the Software without Licensor's prior written consent; (f) use the Software in violation of applicable law; or (g) record, transcribe, or otherwise reproduce any training sessions or training materials provided by Licensor without Licensor's prior written consent.

14. Onboarding and Go-Live Assistance.

Prior to use of the Software, Licensee shall complete the onboarding documentation provided by Licensor. Such onboarding documentation may be updated from time to time as the onboarding process evolves. During the period beginning on the Effective Date and ending sixty (60) days thereafter or upon Licensee's operational use of the Software, whichever occurs first (the "Onboarding Period"), Licensor will provide setup and go-live assistance limited to the following: (i) initial setup and configuration of the Software for Licensee users; (ii) initial training, delivered live or via recorded content at Licensor's discretion, for key personnel; and (iii) go-live support to address immediate setup and connectivity issues. Following the Onboarding Period, Licensor will provide support in accordance with Section 8. Licensee is expected to be self-sufficient in the day-to-day use of the Software. Support, customization, integration, training, or other services beyond the scope set forth in this Section may be subject to separate fees as set forth in the applicable Order Form or a separate written agreement. The applicable Order Form may specify a different Onboarding Period, scope of onboarding assistance, or terms for additional support, in which case the Order Form shall control.

15. Miscellaneous.

(a) Entire Agreement; Order Form; Modifications. This Agreement, together with the applicable Order Form, constitutes the entire agreement between the Parties regarding the Software and supersedes all prior agreements, understandings, and communications, written or oral, on this subject. In the event of any conflict between the terms of this Agreement and an Order Form, the terms of the Order Form shall control with respect to that Order Form. Licensor may modify this Agreement (other than the Order Form) from time to time as follows: (i) Modifications that are materially adverse to Licensee shall become effective only after Licensor posts the updated version on its website and provides Licensee with at least thirty (30) days' prior written notice in accordance with Section 17(c). If Licensee does not agree to such modification, Licensee's sole remedy is to terminate this Agreement by written notice given before the modification takes effect, in which case Licensor will refund any prepaid unused fees on a pro-rata basis for the period after the termination date. (ii) Modifications that are not materially adverse to Licensee — including, by way of example, clarifications, typo corrections, additive features, or cosmetic updates — may be made by Licensor by posting an updated version on its website, with a corresponding entry in a publicly accessible change log maintained on the website. Such modifications shall be effective upon posting. Other modifications to this Agreement, including amendments specific to a particular Licensee, shall be effective only if set forth in a writing signed by Licensee and Licensor.

(b) Governing Law; Venue. The interpretation, validity, and enforceability of this Agreement shall be determined under the laws of the State of Michigan, without regard to its conflict of law rules. Except for arbitration proceedings as provided in Section 17(g) below, exclusive jurisdiction over any dispute under or relating to this Agreement or its subject matter resides in the a Michigan state court of competent jurisdiction, and in the appropriate United States District Court in the State of Michigan, and in any proceeding in such courts neither Party shall claim lack of personal jurisdiction, improper venue, or inconvenient forum.

(c) Notice. Any notice required or permitted under this Agreement shall be in writing and shall be sent by electronic mail. Notice shall be deemed given when sent, provided no bounce-back or non-delivery notification is received. Notices to Licensor shall be sent to: [email protected]. Notices to Licensee shall be sent to the email address specified on the applicable Order Form. Either Party may change its notice email address by giving notice of the change to the other Party in accordance with this Section.

(d) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that preserves the original economic and legal intent as closely as possible. In the absence of such agreement, the invalid or unenforceable provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall continue in full force and effect.

(e) Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties' permitted successors and assigns. Licensee may not assign or transfer this Agreement or any of its rights or obligations under this Agreement, in whole or in part, without Licensor's prior written consent, except that Licensee may assign this Agreement without consent to (i) an affiliate of Licensee, or (ii) a successor in connection with a merger, acquisition, or sale of all or substantially all of Licensee's stock or assets, provided in each case that Licensee provides Licensor with prompt written notice of such assignment. Licensor may assign this Agreement without Licensee's consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Licensor's stock or assets. Any attempted assignment in violation of this Section shall be null and void.

(f) Waiver. Failure of a Party to exercise any right under this Agreement shall not be deemed a waiver of any such right.

(g) Dispute Resolution. (a) Waiver of Jury Trial. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY in any action, proceeding, or counterclaim arising out of or relating to this Agreement. (b) Forum Selection. Except as provided in subsection (d) below, any dispute, claim, or controversy arising out of or relating to this Agreement, the breach, termination, enforcement, interpretation, or validity thereof, or its subject matter, that cannot be satisfactorily resolved by the Parties, shall be resolved in a non-jury forum to be determined by the Licensor. (c) Confidentiality of Proceedings. The Parties shall maintain in strict confidence the existence, content, and result of any arbitration proceeding under this Section, except as may be required by applicable law or to enforce or challenge an arbitral award. (d) Equitable Relief. Notwithstanding subsection (b), either Party may seek injunctive or other equitable relief in the a Michigan state court of competent jurisdiction, or in the appropriate United States District Court in the State of Michigan, in connection with this Agreement, including without limitation to enforce confidentiality obligations, intellectual property rights, or the Use Restrictions in Section 13. (e) Non-Disparagement. During the Term and at all times following termination, each Party shall not disparage, criticize, or make negative comments, whether orally or in writing, about the other Party, its employees, contractors, products, or services, to any third party. This includes statements made on social media, online forums, or any public platform. This subsection (e) does not prohibit (i) truthful factual statements made in good faith in response to a legally required disclosure, (ii) statements made under penalty of perjury in a legal proceeding, or (iii) confidential communications with the Party's legal counsel, accountants, or insurers. Any breach of this subsection (e) shall be deemed a material breach of this Agreement.

(h) No Construction Against Drafter. The parties agree that this Agreement shall not be construed more strongly against either Party as the drafter.

(i) Force Majeure. Except for Licensee's payment obligations under this Agreement, neither Party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond the affected Party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, pandemic or epidemic, government action, labor disputes, or failures of internet service providers, cloud infrastructure providers, or other third-party services not within the affected Party's control (a "Force Majeure Event"). The affected Party shall promptly notify the other Party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice to the other Party, in which case Licensor will refund any prepaid unused fees on a pro-rata basis for the period after the termination date. For the avoidance of doubt, Licensee's payment obligations for amounts accrued prior to the effective date of termination shall not be excused by any Force Majeure Event.

(j) Headings. The headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of any provision.

Version History

Version	Effective Date	Summary
1.0	07.24.2026	Initial release of the Practice Data Solutions Software Use Agreement.