The Agreement. These Circadia Clinical Intelligence Platform Terms of Use (the “Agreement”) govern your use of the Circadia Platform, the Circadia Software, and the Circadia Service provided by Circadia Health, Inc (“Circadia”, “we”, “us”). This Agreement is a legally binding contract between you (“you”, “your”) and Circadia. You indicate your acceptance of this Agreement by accessing or attempting to access the Circadia Platform or by installing the Circadia Software. If you do not wish to be bound by these terms, (i) do not access or attempt to access the Circadia Platform, and (ii) delete the Circadia Software from Your Device. Capitalized terms are defined in context or in Section 10 (Definitions).

PLEASE NOTE THAT THESE TERMS DO NOT GOVERN CIRCADIA’S COLLECTION, HANDLING, DISCLOSURE, SHARING, OR USE OF YOUR INFORMATION (ALL SUCH AFOREMENTIONED ACTIVITIES, “CIRCADIA’S USE OF YOUR INFORMATION”). FOR TERMS PERTAINING TO CIRCADIA’S USE OF YOUR INFORMATION, SEE OUR CIRCADIA CLINICAL INTELLIGENCE PLATFORM PRIVACY POLICY.

Circadia Platform. Subject to the terms and conditions of this Agreement, you may access the Circadia Platform solely for the purpose of performing duties relating to the care or treatment of Patients on behalf of your Organization.

Circadia Software.

• License. Subject to the terms and conditions of this Agreement, Circadia hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to install and use the Circadia Software solely on Your Device, solely as instructed by Circadia, and solely for the purpose of accessing the Circadia Platform as authorized by Circadia.
  
  

• Restrictions. You shall not reverse engineer, decompile, create derivative works, modify, translate, or disassemble the Circadia Software. You shall take all reasonable, legal, and appropriate measures to prevent any dissemination, distribution, and copying of the Circadia Software or any of its constituent parts and redistributables that is not authorized by Circadia or is illegal under any applicable local, national, and international law or treaty regarding anti-circumvention, including, but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.
  
  

• Authorized Versions Only. You shall only copy, install, and use up-to-date versions of the Circadia Software that are provided by Circadia. You shall alert Circadia upon discovering any versions of the Circadia Software that are modified or distributed by third parties without express authorization from Circadia.
  
  

Your Responsibilities.

• You will:
  
  

  1. maintain Your Device in working order;
     
     

  2. comply with the Documentation in using the Circadia Service;
     
     

  3. ensure that all critical security patches are installed on Your Device and that the operating system of Your Device is kept up-to-date;
     
     

  4. promptly install all updates to the Circadia Software made available by Circadia;
     
     

  5. enable the mechanism provided by the operating system of Your Device that restricts access to Your Device by PIN, passcode, fingerprint, facial recognition, or other customary means of authentication;
     
     

  6. use your best efforts to ensure that Your Device does not leave your possession and that you have knowledge of its whereabouts at all times;
     
     

  7. immediately notify your Organization and Circadia upon becoming aware that your credentials to access the Circadia Platform have been compromised;
     
     

  8. log out of the Circadia Platform prior to allowing any individual to use Your Device who is not authorized by your Organization and by Circadia to view the PHI of a Patient using the Circadia Platform; and
     
     

  9. immediately report the loss or theft of Your Device to your Organization and to Circadia.
     
     

• You will not:
  
  

  1. capture any images, screenshots, or other form of imagery of any interface within the Circadia Software that displays any PHI;
     
     

  2. download, transfer, or otherwise copy any PHI from the Circadia Platform to Your Device;
     
     

  3. directly or indirectly upload and/or transfer to the Circadia Platform any AIDS/HIV, mental health, sexual health, addiction diagnoses or treatments or related data or PHI or other data or PHI for which your Organization is required to acquire additional authorizations and/or separate written consents;
     
     

  4. access or attempt to access the Circadia Platform from outside the United States;
     
     

  5. share or disclose your credentials to access the Circadia Platform to anyone;
     
     

  6. sell, transfer, or otherwise dispose of Your Device prior to deleting the Circadia Software from Your Device;
     
     

  7. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Circadia Service; or
     
     

  8. use any mechanisms, tools, software, exploits, or other techniques for gaining elevated access to Your Device operating system or kernel in any manner that is not enabled by default by Your Device manufacturer. Examples of such techniques include “jailbreaking” or “rooting” of mobile devices.
     
     

Your Warranties and Representations. You hereby warrant and represent that:

• you are authorized by your Organization and by Circadia to use the Circadia Service on Your Device;
  
  

• Your Device meets the minimum system requirements set forth in the Documentation;
  
  

• you have completed all trainings required by law and by your Organization pertaining to the confidentiality of PHI, patient privacy, and the use of technology in the provision of patient care, including any trainings pertaining to or required by the Health Insurance Portability and Accountability Act (HIPAA);
  
  

• you are duly licensed under all regimes applicable to your role in your Organization and are in compliance with all requirements applicable to you under such regimes; and
  
  

• you are in compliance with the requirements of your Organization and any licensing regimes applicable to your role in your Organization relating to the reporting of any disciplinary actions, criminal convictions, positive tests for the improper use of any substances, or other sanctions.
  
  

Your Acknowledgments. You hereby acknowledge and agree that:

• the Circadia Service is not intended to be used, nor should they be used, for emergency purposes;
  
  

• the Circadia Service has inherent limitations and is intended solely as a supplement to, and not a substitute for, any duties pertaining to patient care that are necessary and customary for your role in your Organization;
  
  

• Circadia is not and will not validate, affirm, provide, or issue medical advice, and any communication, data, or other information received by you through the Circadia Service should not be construed as such;
  
  

• Circadia is not responsible for any decisions made by you with respect to the care or treatment of any Patient based on your use of the Circadia Platform;
  
  

• Circadia may, in its sole discretion, revoke your access to the Circadia Service for any reason;
  
  

• the Circadia Service may be affected by delay, interruption or failures; and
  
  

• Circadia bears no responsibility or liability for any injury to any person, including any Patient, resulting from such delay, interruption, or failure, and you expressly assume such risk through your use of the Circadia Service.
  
  

Disclaimer of Warranties. THE CIRCADIA SERVICE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CIRCADIA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CIRCADIA SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND Page | 2 WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CIRCADIA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE CIRCADIA SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DOCK HEALTH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR: (i) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, FAILURE OR MALFUNCTION OF YOUR DEVICE OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; AND (ii) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID TO CIRCADIA FOR YOUR ORGANIZATION’S USE OF THE CIRCADIA SERVICE.
  
  

• THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR DOCK HEALTH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
  
  

• BY USING THE CIRCADIA SERVICE, YOU EXPRESSLY CONSENT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS
  SECTION 8.
  
  

General Terms.

• Assignment. Your rights and obligations as set forth in this agreement are specific to you and are not assignable by you under any circumstances. Circadia may assign this Agreement without notice or consent
  
  

• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States and, to the extent state law may be applicable, the laws of the State of California without regard to the conflicts of laws principles thereof.
  
  

• Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to its existence, validity, interpretation, performance or non-performance, or breach, shall be decided by a single neutral arbitrator agreed upon by the parties hereto in Los Angeles, California in binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association then in effect. The parties to any such arbitration shall be limited to the parties to this Agreement or any successor thereof. The written decision of the arbitrator shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Each party waives any right to a jury trial in any such forum. Each party to the arbitration shall pay its fees and expenses, unless otherwise determined by the arbitrator.
  
  

• Court. Without waiver by either party of any right set forth in this Agreement, in the event that a dispute arising out of this agreement results in an action in a court of competent jurisdiction, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the County of Los Angeles, California.
  
  

• Notices.
  
  

  1. Except as set forth in this Agreement, notices, requests, and approvals under this Agreement must be in writing to the address of Circadia as set forth in the Documentation and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery or (4) upon delivery if by email.
     
     

  2. Circadia may also send operational notices through the Circadia Service.
     
     

• Operational Changes. Circadia may modify the Documentation to reflect new features or changing practices.
  
  

• Waivers and Severability. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any other terms between you and Circadia, the terms of this Agreement shall govern unless expressly indicated otherwise in the other terms. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
  
  

• Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure
  
  

• No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
  
  

• Government Rights. To the extent applicable, the Circadia Software is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Circadia Software is governed solely by the terms of this Agreement, and all other use is prohibited.
  
  

Definitions.

• “Affiliate” means an entity controlled, controlling or under common control with Circadia, where control means at least 50% ownership or power to direct an entity’s management.
  
  

• “Agreement” has the meaning given in Section 1 (The Agreement).
  
  

• “Circadia” is defined in Section 1.
  
  

• “Circadia Platform” means Circadia’ proprietary remote patient monitoring and clinical intelligence platform.
  
  

• “Circadia Service” means any features, functionality, data, insights, or services made available by Circadia to You using the Circadia Platform or the Circadia Software.
  
  

• “Circadia Software” means any proprietary applications or software that Circadia makes available to you in connection with the Circadia Platform.
  
  

• “Documentation” means standard usage documentation made available by Circadia pertaining to the Circadia Platform, the Circadia Software, or the Circadia Service, including any notices, messages, instructions, articles, or other content pertaining to the proper usage, functionality, or features of the Circadia Platform, the Circadia Software, or the Circadia Service provided by Circadia to you or to your Organization.
  
  

• “Force Majeure” means an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.
  
  

• “Organization” means the skilled nursing facility or other institution on behalf of whom you provide care, treatment, or other health-related services to patients.
  
  

• “Patient” means any natural person who is under the care of your Organization.
  
  

• “PHI” means patient, medical, or other protected health information whose use, handling, or disclosure are regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) or other applicable law or regulation.
  
  

• “You”, “you”, or “your” is defined in Section 1.
  
  

• “Your Device” means any device on which you install the Circadia Software that is: (i) owned or controlled solely by you; or (ii) owned or controlled by your Organization and provided to you by your Organization solely for the purpose of assisting you in performing the duties of your role in your Organization.