OneLoop Terms & Conditions

Effective Date: 01 January 3, 2024

Welcome to OneLoop Health, the home of industry-leading cloud-based HIPAA compliant task management solutions that enable doctors and staff to securely coordinate patient care. Please read through this Master Service Agreement carefully as it contains important information that you should consider before using our task management solutions.

This Master License Agreement is a legal agreement between you (“Customer” or “you”) and OneLoop Health Inc. (“OneLoop Health,“ “our,” “we,” or “us”), establishing terms and conditions under which you may use OneLoop Health’s cloud-based HIPAA compliant software (including all documentation provided to you, the “Application”).

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Section 21 below.

1. ACCEPTANCE OF TERMS. Customer agrees to be bound by this Master License Agreement effective upon (1) clicking the box indicating acceptance and (2) executing an order form that references this Master License Agreement. If an individual accepting this Master License Agreement is accepting this Master License Agreement on behalf of a legal entity (e.g., a corporation or limited liability company), such individual represents that they have the authority to bind such entity and its Affiliates to this Master License Agreement, in which case, the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting this Master License Agreement does not have such authority, or does not agree with this Master License Agreement, such individual must not accept this Master License Agreement and may not use the Application.

The Application may not be accessed for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

OneLoop Health’s direct competitors are prohibited from accessing the Application, except with OneLoop Health’s prior written consent.

2. AMENDMENT TO THIS MASTER LICENSE AGREEMENT. We reserve the right, in our sole discretion, to unilaterally amend, modify, or change this Master License Agreement (each a “Modification”), at any time and from time to time. Whenever a Modification is made to this Master License Agreement, we will post an updated version on www.OneLoop.health (the “Website(s)”) and, where the change is material, we will require Customer to accept the new terms before continuing to use the Application. By accepting new terms or continuing to use the Application after any Modification is posted, Customer agrees to be bound by such Modification. Customer agrees to carefully review this Master License Agreement on the Website from time to time in order to maintain awareness of all Modifications, and agrees that each time Customer uses the Application, the then-current version of this Master License Agreement posted on the Website will apply.

3. FEES AND PAYMENT.

3.1 Subscriptions. Access to the Application is purchased via license subscriptions on either a monthly or annual basis. With respect to monthly license subscriptions for the Application, (i) such subscriptions (i.e., the number of End Users) may be decreased during the calendar month and (ii) such subscriptions (i.e., the number of End Users) may be increased during the calendar month at the then effective pricing and will end on the same date as the original license subscriptions.

With respect to annual license subscriptions of the Application, (i) such subscriptions (i.e., the number of End Users) may be decreased only upon renewal in accordance with Section 9.2 below and (ii) such subscriptions (i.e., the number of End Users) may be increased with the prior written consent of OneLoop Health (or Customer may choose to add End Users via monthly subscriptions in accordance with the first paragraph of this Section 3.1

Customer agrees that its purchases of license subscriptions are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by OneLoop Health regarding future functionality or features.

3.2 Fees. Customer will pay all fees specified in the on-line order(s) form completed and submitted by Customer (the “Order Forms”). Except as otherwise specified herein or in an Order Form, (i) fees are based on license subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable (except as otherwise provided immediately below) and fees paid are non-refundable, and (iii) monthly license subscriptions (but not annual license subscriptions) may be decreased with the corresponding decreased fees applicable in the immediately following month. Customer acknowledges and agrees that OneLoop Health may revise its fee schedule at any time and from time to time upon 30-days prior written notice (posted on www.OneLoop.health); provided, that such changes shall not go into effect for annual subscriptions until renewal thereof.

3.3 Monthly Subscriptions: Invoicing and Payment. With respect to monthly license subscriptions, Customer will provide OneLoop Health with valid and updated credit card information. Customer authorizes OneLoop Health to charge such credit card for all license subscriptions listed in the Order Form(s) for the initial subscription term and any renewal subscription term(s) in advance on the first of each month (prorated for the initial month of any license subscriptions). Customer is responsible for providing complete and accurate billing and contact information to OneLoop Health and notifying OneLoop Health of any changes to such information.

3.4 Annual Subscriptions: Invoicing and Payment. With respect to annual license subscriptions, Customer will provide OneLoop Health with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to OneLoop Health. If Customer provides credit card information to OneLoop Health, Customer authorizes OneLoop Health to charge such credit card for all license subscriptions listed in the Order Form(s) for the initial subscription term and any renewal subscription term(s). Such charges shall be made annually in advance. If the Order Form specifies that payment will be by a method other than a credit card, OneLoop Health will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to OneLoop Health and notifying OneLoop Health of any changes to such information.

3.5 Overdue Charges. If any invoiced amount is not received by OneLoop Health by the due date, then without limiting OneLoop Health’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) OneLoop Health may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” sections above.

3.6 Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized OneLoop Health to charge to Customer’s credit card), OneLoop Health may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, OneLoop Health will give Customer at least 10 days’ prior notice that its account is overdue, before suspending services to Customer.

3.7 Payment Disputes. OneLoop Health will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

3.8 Taxes. OneLoop Health’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If OneLoop Health has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, OneLoop Health will invoice Customer and Customer will pay that amount unless Customer provides OneLoop Health with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, OneLoop Health is solely responsible for taxes assessable against it based on its income, property and employees.

4. 30-Day Free Trial. Customer will receive a temporary license for full access to “Premium OneLoop” for 30 days (the “Trial Period”) subject to all of the terms and conditions set forth in this Master License Agreement (other than the terms and conditions of Section 3 above) and the End User Agreements. There is no limit to the number of End Users (as defined below) during the Trial Period. After 20 days, Customer will receive notice that the Trial Period will end in 10 days and Customer will be offered the opportunity to purchase license subscriptions pursuant to Order Form(s) at any time prior to the expiration of the Trial Period. If Customer chooses not to purchase license subscription(s), access to the Application will terminate the expiration of the Trial Period.

“End User” means, in the case of an individual accepting this Master Service Agreement on their own behalf, such individual, or, in the case of an individual accepting this Master License Agreement on behalf of a legal entity (e.g., a corporation or limited liability company), an individual (i) who is authorized by Customer to use the Application, (ii) who has agreed to an End User Agreement and (iii), for whom Customer has purchased a subscription (except during the Trial Period when no purchase is necessary). End Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

5. LICENSE GRANT. Subject to the terms of this Agreement and each End User Agreement, OneLoop Health grants to Customer’s End Users a limited, non-exclusive and nontransferable license to download, install and use the Application on devices owned or otherwise controlled by Customer or its End Users (“Device”) strictly in accordance with this Master License Agreement and the End User Agreements and any other associated documentation provided to Customer.

6. LICENSE RESTRICTIONS. Customer shall not, and shall not permit its End Users to:

(a) copy the Application, except as expressly permitted by this Master License Agreement or the End User License;

(b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or

(f) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.

7. PERMITTED USES. This Application is intended to allow for the secure transmission of tasks, comments and patient context between medical providers to facilitate the collaboration and management of duties. Customer acknowledges and agrees that it will only use and will cause its End Users to only use, the Application as licensed hereunder and under the End User Licenses and for the purpose intended for the Application. Customer agrees that it will not use and will not permit its End Users to use the Application for any prohibited use. Prohibited uses include, but are not limited to: use of the Application for a deceptive purpose, including for the impersonation of another; permitting another individual to use an End User account; use of the Application to harm or exploit minors; distribution of “spam”; advertisement or solicitation; use of the proprietary content, information or materials in any manner except as permitted under this Agreement and the End User Agreements; reproduction, modification, rental, loan, sale, distribution or creation of any derivative works of the Application; or, use of the Application to harass, abuse, stalk, threaten, defame or violate the rights of any other party.

8. RESERVATION OF RIGHTS. Customer acknowledges and agrees that the Application is provided under license, and not sold, to Customer or any of its End Users. Customer does not acquire any ownership interest in the Application under this Agreement or any of the End User Agreements, or any other rights thereto other than to use the Application in accordance with the licenses granted, and subject to all terms, conditions and restrictions, under this Master License Agreement. OneLoop Health reserves and shall retain its entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto.

9. TERM AND TERMINATION.

9.1 Term. The term of this Master License Agreement commences when Customer acknowledges and accepts this Master License Agreement and will continue in effect thereafter (unless otherwise terminated pursuant to this Section 9) until all license subscriptions for the Application have expired or been terminated in accordance with the provisions hereof. Nothing set forth in this Section 9 shall limit or otherwise restrict a party’s right to terminate an End User Agreement in accordance with the provisions thereof.

9.2 Renewal.

(a) With respect to license subscriptions purchased on a monthly basis, such licenses, this Master License Agreement and all End User Agreements shall automatically renew on a month to month basis absent either OneLoop Health or Customer providing 30-days prior written notice to the other party in which event such licenses, this Master License Agreement and all End User Agreements shall terminate at the end of the next full calendar month following the receipt of such termination notice.

(b) With respect to license subscriptions purchased on an annual basis, such licenses, this Master License Agreement and all End User Agreements shall automatically renew for additional 12-month periods absent either OneLoop Health or Customer providing written notice to the other party no less than 30 days prior to the expiration date of the then applicable term, in which event such licenses, this Agreement and all End User Agreements shall terminate at the end of such term.

9.3 Termination for Cause. Either party may terminate this Master License Agreement and all End User Agreements immediately by a written notice (a “Default Notice”) if the other party commits any material breach of this Master License Agreement; provided, that if such breach is capable of cure, such party shall have fifteen (15) days following its receipt of a Default Notice (the “Cure Period”) to cure such breach to the non-breaching party’s reasonable satisfaction. If such breach is not cured prior to the expiration of the Cure Period, the non-breaching party may terminate this Master License Agreement and all End User Agreements immediately by written notice.

9.4 Obligations Upon Termination. Upon termination of this Master License Agreement for any reason, Customer shall immediately cease and shall cause all of its End Users to immediately cease the use of the Application and delete the Application and all copies thereof from all Customer and End User Devices.

9.5 Customer Data. Customer shall have 90 days following the expiration or termination of this Master License Agreement to retrieve any data uploaded to the Application by its End Users. After such 90 day period, OneLoop Health shall have the right to permanently delete such data from its servers.

9.6 Survival. Notwithstanding anything to the contrary set forth herein, Sections 2, 8, 9.4, 9.5, 9.6, 13, 18, 19, 20 and 21 of this Master License Agreement and any remedies for the breach thereof, shall survive the termination of this Master License Agreement under the terms hereof. Termination of this Master License Agreement shall not relieve or release either party from any rights, liabilities or obligations which it or she has accrued prior the effective date of such termination.

10. COLLECTION AND USE OF END USER PERSONAL INFORMATION. Customer acknowledges that when an End User downloads, installs or uses the Application, OneLoop Health may use automatic means (including, for example, cookies and web beacons) to collect information about the End User’s Device and about the End User’s use of the Application. The End User may be required to provide certain information about themselves as a condition to downloading, installing or using the Application or certain of its features or functionality, and the Application may provide the End User with opportunities to share information about themselves with others (collectively, any personal information processed by the Application on an End User’s behalf shall be referred to as such End User’s “Personal Information”). All Personal Information we collect through or in connection with this Application is subject to our Privacy Statement. By consenting to the terms of this Master License Agreement, you acknowledge and agree that OneLoop Health may collect, use and disclose their End User’s Personal Information in order to provide them with access to and use of the Application. In addition, OneLoop Health may use End Users’ Personal Information for the purposes described in our Privacy Statement.

11. ELECTRONIC UPLOADS OF PHI. Although OneLoop Health may provide interfaces that can be configured and used to electronically upload PHI, as such term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and further described in our Privacy Statement, Customer acknowledges and agrees that Customer will be solely responsible for the content, accuracy, completeness, quality, integrity and legality of any and all PHI and other data uploaded by its End User into the Application. Furthermore, Customer is responsible for obtaining any necessary patient consents and authorizations in order to include the applicable PHI and other data uploaded by End Users into the Application. Customer further acknowledges that OneLoop Health does not verify the nature or status of any data being used, disclosed, accessed or transferred by End User as part of the Application services. Customer and End Users must make independent and informed decisions in full compliance with all applicable law prior to initiating such electronic uploads of patient information and specifically must not upload any PHI or other data (a) for which the applicable patient has opted out of being uploaded into Application; and/or (b) for which applicable law requires a specific patient authorization or consent, where such authorization or consent has not been obtained by Customer or the End User. Without limiting the generality of the foregoing, neither Customer nor End User will directly or indirectly use, disclose, access, upload and/or transfer to the Application, any AIDS/HIV, mental health, sexual health, addiction diagnoses or treatments or related patient data or other patient data for which the provider is required to acquire additional authorizations and/or separate written consents.

12. SHARING PHI. Inviting a user to an “Organization” or “List” within the Application will give that user access to the PHI contained within that Organization and/or List. For the purposes of this Master License Agreement, an Organization includes any user that has been invited by an owner or administrator, irrespective of physical location or affiliation. Only the “Owner” of a List can invite and therefore give access to new members of a List or administrators of a List, as designated by the Owner of that List. Owners (and its administrators by proxy) of a List are solely responsible for appropriate sharing of access to the List and the PHI contained within the List. Invitations to join an Organization will similarly allow access to the PHI contained therein and should only be shared with trusted individuals. OneLoop Health does not assume any responsibility or liability for any willful or unintended sharing of PHI with any unauthorized third parties by inviting access to an Organization or List.

13. CONSENT TO DISCLOSURE AND USE OF PERSONAL INFORMATION IN DE-IDENTIFIED FORM. OneLoop Health may de-identify or anonymize End Users’ Personal Information (i.e., remove all information that could be used to specifically identify End Users to create “De-Identified Personal Data”) provided to us through the Application, and use that De-Identified Personal Data in aggregate or non-aggregate forms for research studies, evaluation of the Application services, quality improvement purposes, or for any other lawful commercial purpose. OneLoop Health’s use and disclosure of any Personal Information and De-Identified Personal Data in aggregated or non-aggregated forms will be conducted in compliance with all applicable laws and regulations. Customer agrees: (a) to such disclosures and uses of De-Identified Personal Data; (b) OneLoop Health is not obligated to pay any amount to Customer or otherwise compensate Customer or any other person in any way for such disclosures and uses; (c) OneLoop Health is not required to furnish Customer with any other information of any kind regarding such disclosures and uses; and (d) to the extent that Customer has proprietary interest in any such De- Identified Personal Data, Customer waives any right to such interest and Customer waives any right to seek compensation for such disclosures or uses.

14. GEOGRAPHIC RESTRICTIONS. The Application is provided for access and use only by persons located in the United States. Customer acknowledges that it may not be able to access the Application outside of the United States and that access thereto may not be legal by certain persons or in certain countries.

15. PASSWORD PROTECTION. Customer is responsible for keeping End User passwords confidential. Customer shall notify us immediately if it comes to its attention that an End User password is hacked or stolen. OneLoop Health is not responsible or liable to Customer or any End User in any way if information is intercepted by an unauthorized person, either in transit or at Customer or an End User’s home, business or other place of access.

16. LOGIN INFO AND ACCESS. Each End User’s access to the Application must be via login credentials (“Login Credentials”). Customer agrees that it is responsible for each End User protecting their Login Credentials from unauthorized use, and Customer is responsible for all activity that occurs under those Login Credentials. Customer agrees to notify us immediately if Customer believes that any of its End Users’ Login Credentials have been or may be used without Customer permission so that appropriate action can be taken. Customer may not (i) create more than one organization account to access the Application, (ii) allow or permit any Login Credentials to be shared with any third party nor (iii) allow or permit the transfer of any End User accounts to any third party. OneLoop Health is not responsible for any loss or damage caused by Customer or an End User as a result of a failure to safeguard any Login Credentials. OneLoop Health may terminate any Login Credentials in its sole discretion. Customer shall not create or permit the creation of a new account to access the Application if prior Login Credentials have been terminated by OneLoop Health. Customer agrees to (i) cause End Users to provide, maintain and update true, accurate, current and complete Personal Information on the screens that collect information from End Users in connection with the Application and (ii) ensure that End Users do not misrepresent their identity or their affiliation with any person or entity.

17. UPDATES. OneLoop Health may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Customer agrees that OneLoop Health has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Device settings, when a Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) Customer and End Users may receive notice of or be prompted to download and install available Updates.

Customer shall promptly, and shall cause its End Users to promptly, download and install all Updates and acknowledges and agrees that the Application or portions thereof may not properly operate should there be a failure to do so. Customer further agrees that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Master License Agreement.

18. DISCLAIMER OF WARRANTIES. THE APPLICATION IS PROVIDED TO YOU AND THE END USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OneLoop HEALTH, 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 APPLICATION, 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, OneLoop HEALTH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION 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.

19. LIMITATION ON LIABLITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OneLoop 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:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; AND

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

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 OneLoop 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 CONSENTING TO THE TERMS OF THIS MASTER LICENSE AGREEMENT AND USE OF THE APPLICATION, YOU EXPRESSLY CONSENT TO THE LIMITATION OF LIABILITY SET FORTH ABOVE IN THIS PROVISION AND ACKNOWLEDGE AND CONSENT TO THE FOLLOWING:

(a) Communication via the Application has certain limitations and may not be as effective as in person communication or other modes of coordination or collaboration. Please seek alternative forms of communication with important clinical communications if necessary.

(b) The Application is not intended to be used, nor should it be used for emergency purposes. In the event of a clinical or patient emergency, please contact the health care providers necessary by more appropriate means.

(c) OneLoop Health is not validating, affirming, providing or issuing medical advice and any communication received or transmitted by you or the End Users through the Application should not be construed as such. Furthermore, OneLoop Health is not responsible for your decision (or an End User’s decision) to seek or not seek medical care or choice of specific treatment based on your (or an End User’s use) use of the Application.

(d) Delay, interruption or failure may occur in communication through use of the Application. Neither you nor the End Users shall hold OneLoop Health liable for any injury resulting from such delay or failure, for whatever reason, and expressly assume such risk through your (and the End User’s use) use of the Application.

(e) The Application is intended to be used as a collaboration tool and supplement to patient care. It may replace email, to-do lists and paper-based task management workflows. Tasks and comments on the Application are not intended to replace the EMR and will not be written to the EMR or accessible by the EMR.

(f) Data placed in the Application will be stored in an encrypted fashion and may be accessible for reference related to its use in the future. Similarly, data entered in the Application should be considered “discoverable” in compliance with applicable law in the event of a patient inquiry. OneLoop Health will do whatever reasonably possible to aid in any requests from legal authorities while maintaining patient and provider privacy.

(g) Customer assumes full responsibility and risk for its (and the End User’s use and reliance) use and reliance on the Application.

20. INDEMNIFICATION. Customer shall indemnify, defend and hold harmless OneLoop Health and its 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 (or an End User’s use or misuse) of the Application, your breach of this Master License Agreement or an End User’s breach of an End User Agreement. Furthermore, you agree that OneLoop Health assumes no responsibility for the content you submit or make (or End Users submit and make) available through this Application.

21. MISCELLANEOUS.

21.1 Notices. All notices shall be in writing by e-mail transmission addressed to the parties hereunder at the addresses set forth below. Any such notice shall be deemed to have been effectively given on the date of the electronic or other confirmation of receipt.

If to OneLoop Health:

Attention: support@OneLoop.health

If to Customer:

At the address set forth on the applicable Order Form or otherwise set forth in Customer’s account information.

21.2 Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not (nor shall you permit the End Users), directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation.

21.3 US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

21.4 Severability. If any provision of this Agreement is 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 Agreement will continue in full force and effect. If a judicial determination prevents the accomplishment of the purpose of this Agreement, the invalid term or condition (or portion of terms or conditions) shall be restated to conform to applicable law and to reflect as nearly as possible the original intention of the parties.

21.5 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

21.6 Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

21.7 Entire Agreement. This Master License Agreement, the End User Agreement and our Privacy Statement constitute the entire agreement between you and OneLoop Health with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

21.8 Waiver. 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 Master License Agreement and any applicable purchase or other terms between you and OneLoop Health, the terms of this Master License Agreement shall govern unless expressly indicated otherwise in the other terms.