Terms and Conditions

CONEXEM END USER LICENSE AGREEMENT

THIS CONEXEM END USER LICENSE AGREEMENT (“EULA”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“YOU”) AND CONEXEM SOFTWARE, LLC (“CXM”) AND SETS FORTH THE TERMS AND CONDITIONS
THAT GOVERN USE OF THE SOFTWARE AS A SERVICE PROVIDED BY CXM (“SERVICES”). BY USING ALL OR ANY PORTION OF THE SERVICES, YOU ACKNOWLEDGE AND ACCEPT ALL THE TERMS AND CONDITIONS
STATED OR REFERENCED IN THIS EULA. IF YOU DO NOT AGREE WITH ANY PART OF THIS EULA, OR IF YOUR AUTHORIZATION TO ACCESS THE SERVICES IS REVOKED FOR ANY REASON, YOU ARE NOT
PERMITTED TO ACCESS THE SERVICES AND MUST IMMEDIATELY STOP ANY ACCESS OR USE OF THE SERVICES.

AUTHORIZATION TO ACCESS THE SERVICES. You are granted access to the Services solely through the health care provider or health care service provider (e.g. a claims processing
or billing service provider) (“Customer”) who has entered into a subscription for the Services with CXM. You acknowledge that you have no right to access and use the Services
apart from the authorization provided by the Customer. In the event your authorization is revoked or the Customer’s subscription expires or is terminated, you are no longer
permitted to access and use the Services.

GRANT OF LICENSE; USE. Subject to the provisions herein, including the required authorization from the Customer, CXM grants you a limited, non-exclusive, revocable license to
access and use the Services, during the term of the Customer’s subscription to the Services, for your internal business use, in compliance with: (i) the subscription agreement
between CXM and the Customer providing you access; (ii) this EULA; (iii) any use or other policies imposed by CXM; and (iv) all applicable laws (including, without limitation,
the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”)). In addition, you acknowledge that you may only access and use patient data for which
you have written permission from such patient or otherwise permitted by applicable law to access. You are responsible for maintaining the security of your user access credentials.
To the extent you are a Business Associate (as defined in HIPAA) of the Customer, your access and use of the Services, and protected health information therein, is further subject
to the Business Associate Agreement between you and the Customer.

RESTRICTIONS ON USE. Unless expressly permitted by this EULA, or otherwise by applicable law or by CXM in writing, you shall not: (i) reproduce, modify, adapt, translate, update
or transmit the Services, in whole or in part; (ii) rent, lease, license, assign, give, transfer, or otherwise provide access or distribute the Services, or rights to the Services,
to another person or entity; (iii) use, alter, remove, or cover trademarks or proprietary notices of CXM or any third party on the Services; (iv) directly or indirectly export,
import or transmit the Services, or any direct product thereof, to any country in contravention of the laws of that country or the laws of the United States; (v) use the Services
except in CXM approved application environment(s); (vi) decompile, disassemble, decrypt, unbundle, extract or otherwise attempt or assist others to reverse engineer the Services;
(vi) use the Services for rental, timesharing, subscription service, hosting or outsourcing; (vii) publish any results of any benchmarks or similar tests performed on the Services;
(viii) access, disclose or use any patient data without patient authorization or as otherwise permitted by applicable law.

OWNERSHIP. The Services is protected by United States and international copyright and intellectual property laws. All rights to the Services are owned by CXM, its affiliates or
third party suppliers, and CXM, its affiliates or third party suppliers retain all rights, title and interest in and to the Services including, without limitation, the source code,
object code and any related information and documentation that may be provided as part of the Services. By acquiring a license to use the Services, you do not become the owner of
the Services or receive any interest in the Services, and you have only limited license rights to access and use the Services and related information and documentation in accordance
with the terms of this EULA. Furthermore, you may not assign, give or transfer any interest in the Services to any third party. This section shall survive the termination of this
EULA.

DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW, CXM, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND
WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR
UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES 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. AS BETWEEN YOU AND CXM, CXM HAS NO OBLIGATION TO PROVIDE MAINTENANCE, UPDATES, FIXES, SUPPORT, OR TRAINING FOR THE SERVICES.

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 SHALL CXM, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS BE LIABLE TO YOU,
OR ANY OTHER PERSON, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL OR PERSONAL INJURY, PROPERTY DAMAGE FOR ANY
MATTER ARISING OUT OF OR RELATING TO THIS EULA OR THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF CXM HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CXM HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON FOR LOSS, DAMAGE OR DESTRUCTION OF ANY DATA. CXM’S MAXIMUM LIABILITY, AND
YOUR SOLE REMEDY FOR DAMAGES, SHALL BE LIMITED TO THE TOTAL FEES PAID DIRECTLY TO CXM BY YOU FOR THE SERVICES HEREUNDER DURING THE SIX MONTHS PRIOR TO AN ACT OR OMISSION GIVING
RISE TO ANY POTENTIAL LIABILITY. THE PARTIES ACKNOWLEDGE THAT CXM HAS CONDITIONED YOUR ACCESS TO THE SERVICES, AND THE CUSTOMER’S RIGHT TO GRANT YOU ACCESS TO THE SERVICES, IN
RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CXM
AND YOU. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL CONTINUE IN EFFECT AND APPLY EVEN IF FOUND TO HAVE
FAILED OF THEIR ESSENTIAL PURPOSE.

INDEMNIFICATION. You agree to indemnify, defend and hold harmless CXM, its affiliates, and each of their respective officers, directors, employees, agents, affiliates,
successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines,
costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of this EULA.
Furthermore, you agree that CXM assumes no responsibility for the content you submit or make available through the Services.

TERMINATION. Without prejudice to any other rights, CXM may terminate this EULA if you do not abide by the terms and conditions of this EULA. This EULA will automatically and
immediately terminate if the Customer revokes your authorization to access and use the Services. Upon termination of this EULA for any reason, you must immediately discontinue
any use of the Services and destroy any documentation, and all copies thereof.

EXPORT RESTRICTIONS. Export laws and regulations of the United States apply to the Services. You agree that such export control laws govern your use of the Services and you
agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information and/or Services
will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. You represents and warrants that: (i) you are
not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are
not listed on any U.S. Government list of prohibited or restricted parties.

MISCELLANEOUS. If any provision of this EULA is deemed illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as
possible the effect of the original term and all other provisions of this EULA will continue in full force and effect. This EULA is governed by and construed in accordance
with the internal laws of the California without giving effect to any choice or conflict of law provision or rule. The parties agree that the Uniform Computer Information
Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA and the Services. Any action or proceeding
related to or arising out of this EULA shall be brought and maintained in a court of competent jurisdiction in Orange County, CA. The parties hereby agree that any dispute
pursuant or related to this EULA shall be resolved by expedited arbitration in Orange County, CA before a single retired Judge of the California Superior Court or the United
States District Court. Any such proceeding shall be on an expedited basis. Such Arbitrator is hereby granted the absolute right to order equitable relief including a
restraining order or injunction.