CHRONIC CARE MANAGEMENT SERVICES AGREEMENT

This Advanta Biometrics Chronic Care Management Services Agreement (“Agreement”) is a legally binding agreement between you (“CUSTOMER”) and Advanta Biometrics Inc. (“COMPANY”) and applies to CUSTOMER’s use of the Services, as deﬁned in this Agreement.

It is important that CUSTOMER reads and understands this Agreement as it governs CUSTOMER’s use of the Services. CUSTOMER represents and warrants that it has the authority to accept this Agreement on behalf of the legal entity for whom CUSTOMER has executed an Order Form and to provide any information that CUSTOMER shares with COMPANY. By indicating CUSTOMER’s acceptance of this Agreement or by executing an order form (“Order Form”) or other agreement that references this Agreement, CUSTOMER agrees to be bound by this Agreement. If CUSTOMER does not accept this Agreement, Customer must not access or use the Services.

COMPANY may amend this Agreement at any time by providing notice to CUSTOMER. Notice may be provided to CUSTOMER on https://advantabiometrics.com, on any other website maintained by COMPANY, by email, or by any other reasonable means. The amended Agreement is effective when posted or as of the date indicated, and CUSTOMER’s continued use of the Services constitutes COMPANY’s acceptance of any amended Agreement.

The “Effective Date” of this Agreement is the effective date set forth in the initial Order Form.

CHRONIC CARE MANAGEMENT PROGRAM. CUSTOMER seeks to establish a chronic care management (“CCM”) program, as regulated by the Centers for Medicare and Medicaid Services (“CMS”), or seeks to supplement its existing CCM program. Subject to the terms of this Agreement and any applicable Order Form, COMPANY will use commercially reasonable efforts to deliver a suite of services aimed at supporting CUSTOMER’s CCM program, as further described herein and as listed on the Order Form (the “Services”).

SERVICES. The Services include the provision of some or all of the following activities, as further speciﬁed and selected in the Order Form, in consideration of (and subject to) payment of any fees listed herein and on the applicable Order Form (the “Fees”), and subject to full compliance with all the terms and conditions of this Agreement. The Services include:

Communications and Data Collection. COMPANY, on CUSTOMER’s behalf, may engage CUSTOMER’s patients by conducting phone screenings, administering health questionnaires, monitoring medication and clinical protocol adherence, communicating laboratory test and diagnostic results, scheduling appointments, documenting the patient’s overall health status and wellbeing, and conducting any other activity as mutually agreed upon by the Parties to operationalize CUSTOMER’s CCM program (“Patient Engagement”).

Health Alert Escalations. COMPANY shall propose protocols to CUSTOMER and maintain protocols accepted by CUSTOMER for identifying, escalating, and communicating health alerts or concerns related to CUSTOMER’s patients that may arise during the provision of Services (“Health Alert Communication”). The Health Alert Communication will be delivered exclusively to CUSTOMER electronically or by any other medium as mutually agreed upon by the Parties (“Health Alert Transmission”). For the avoidance of doubt, COMPANY has no further obligation to CUSTOMER beyond the Health Alert Transmission. CUSTOMER agrees that any action that needs to be taken in response to the Health Alert Communication to be CUSTOMER’s sole responsibility and that any such action is out of the scope of this Agreement with respect to COMPANY’s duties and Services.

Care Plan Construction. COMPANY will construct and organize care plans for patients on behalf of CUSTOMER, using care plan templates approved by CUSTOMER and using patient information provided to COMPANY by both CUSTOMER and patient (“Care Plan”). For the avoidance of doubt, COMPANY may not engage in medical decision making, make medical conclusions, or act in any manner that conﬂicts with Section 3.1 of this Agreement in its construction, organization, and sharing of a Care Plan.

CCM Educational Content. COMPANY has developed certain educational materials to support its Patient Engagement activities (“Educational Content”). COMPANY retains all right, title, and interest in and to the Educational Content, including all intellectual property rights therein. COMPANY hereby grants to CUSTOMER a limited, non-exclusive, non-transferable, and revocable license to use and distribute the Educational Content solely for the purpose of facilitating the delivery of the Services. CUSTOMER shall not copy, modify, or create derivative works of the Educational Content without COMPANY’s prior written consent.

Software. COMPANY has developed and owns certain proprietary software applications, and technological systems (“Software”) to assist its provision of the Services. The Software will be made available to CUSTOMER solely for the purpose of facilitating the delivery of the Services during the term of this Agreement, as set forth in the Order Form. COMPANY hereby grants to CUSTOMER a limited, non-exclusive, non-transferable, and revocable license to access and use the Software solely in connection with receiving the Services from COMPANY. CUSTOMER shall not copy, modify, reverse engineer, decompile, or otherwise attempt to derive the source code of the Software. COMPANY may, from time to time, provide updates, upgrades, enhancements, or modiﬁcations to the Software (“Updates”). Such Updates shall be considered part of the Software and subject to the terms of this Agreement. The Software may incorporate or rely upon certain third-party software components, which shall be subject to their respective third-party licenses and terms of use. CUSTOMER acknowledges and agrees that COMPANY retains all right, title, and interest in and to the Software, including all intellectual property rights therein. CUSTOMER shall not remove, alter, or obscure any proprietary notices or legends on or in the Software.

Other. COMPANY may provide other related services as mutually agreed upon by the Parties and speciﬁed in an Order Form.

To the extent any of the Services require additional terms, COMPANY will present such terms for CUSTOMER’s approval and execution, not to be unreasonably withheld, in a separate agreement (“Additional Terms”). COMPANY reserves the right to delay or suspend delivery of the Services until it has received approval and execution of the Additional Terms. COMPANY reserves the right to improve, modify, remove, or replace the various activities that make up the Services at any time subject to reasonable notice to CUSTOMER, and provided that any such change does not materially diminish the core support provided by the Services to CUSTOMER.

RESPONSIBILITIES OF COMPANY

No Control Over Healthcare or Professional Matters. Notwithstanding any provision in this Agreement to the contrary, the Parties agree and acknowledge that COMPANY and its employees shall not provide or otherwise engage in any activity which constitutes the unauthorized practice of medicine as deﬁned by all applicable state laws. Nothing contained in

this Agreement shall be construed to permit COMPANY to engage in the practice of medicine, it being the sole intention of the Parties that any services involving an interaction with any of CUSTOMER’s patients by COMPANY are solely provided by clinical staff, as deﬁned by Current Procedural Terminology (“Clinical Staff”), through the operation of a CCM program under the supervision and oversight of CUSTOMER’s physicians. Nothing in this Agreement is intended or will be construed to allow COMPANY to exercise control or direction over the manner or method by which CUSTOMER or any physician under contract with CUSTOMER performs professional medical care. The rendition of all medical services shall be the sole responsibility of CUSTOMER, and COMPANY shall not interfere in any manner or to any extent therewith.

Data Security and HIPAA Compliance. COMPANY acknowledges the sensitivity of the patient data that it will access, collect, store, process, and transmit in the course of providing the Services under this Agreement. COMPANY agrees to implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect the security, conﬁdentiality, and integrity of such patient information and data. These safeguards will be consistent with industry standards and will comply with all applicable federal and state laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”). COMPANY further agrees to ensure that any subcontractors or agents to whom it provides access to such patient information and data are bound by written agreements that include obligations to implement and maintain similar safeguards and comply with the relevant provisions of HIPAA. COMPANY shall promptly report to CUSTOMER any security incident or breach of which it becomes aware that affects or may affect patient information or data, and shall cooperate fully with CUSTOMER in the investigation, mitigation, and remediation of such incident or breach. COMPANY agrees to separately execute a Business Associate Agreement in compliance with HIPAA.

Accessibility of Certain Documents and Materials. COMPANY will make the Care Plans, Educational Content, and any other materials that COMPANY distributes to patients accessible for CUSTOMER’s review and feedback upon CUSTOMER’s request, and COMPANY may implement CUSTOMER’s feedback in its reasonable discretion.

3.4 Caller Identiﬁcation Cloning. CUSTOMER hereby expressly authorizes COMPANY to utilize caller identiﬁcation cloning technology to display CUSTOMER's telephone number(s) as the caller identiﬁcation when COMPANY contacts CUSTOMER's patients or other third parties in connection with the delivery of Services hereunder. CUSTOMER shall provide the technical cooperation necessary to implement and maintain caller identiﬁcation cloning, including participating in any authorization process and onboarding requested by COMPANY's information technology personnel within ﬁve (5) business days of COMPANY's written request. CUSTOMER's failure to provide such cooperation may impact COMPANY's ability to deliver the Services in accordance with the agreed-upon timeline. CUSTOMER represents and warrants that it has all necessary rights and authority to authorize the use of its telephone number(s) for the purposes described herein and that such authorization will not violate any applicable laws, regulations, or third-party agreements. CUSTOMER agrees to indemnify and hold harmless COMPANY from any claims arising out of COMPANY's authorized use of CUSTOMER's caller identiﬁcation information in accordance with this Section, except to the extent such claims arise from COMPANY's gross negligence or willful misconduct.

RESPONSIBILITIES OF CUSTOMER

Compliance with CCM Requirements. CUSTOMER shall ensure that it complies with all applicable requirements and conditions set forth by CMS for CCM. CUSTOMER shall ensure that it along with its physicians, staff, and operations comply with all applicable federal, state, and local laws, regulations, and industry standards related to the provision of healthcare services, including but not limited to the HIPAA, the Medicare and Medicaid programs, and any relevant professional licensing and credentialing requirements.

Oversight and Supervision. CUSTOMER shall maintain ultimate oversight and supervision of the relevant CCM activities performed by COMPANY. This includes reviewing care plans, monitoring patient progress, evaluating the quality and appropriateness of services rendered, and providing guidance and direction to COMPANY as necessary. CUSTOMER will be solely and exclusively in control of all aspects of the delivery of medical care to its patients.

Data Sharing. CUSTOMER shall provide COMPANY with all necessary and current patient information, including medical records, treatment plans, medication lists, and any other relevant data required for COMPANY to effectively deliver the Services. CUSTOMER shall keep such information current and any updates or changes shall be communicated promptly to COMPANY. If indicated on the Order Form, CUSTOMER will provide COMPANY access to its electronic health records system (“EHR”) and expressly authorizes COMPANY to access and extract patient data from the EHR as needed for the Services.

Enrollment. CUSTOMER will provide COMPANY with a list of patients that have enrolled in its CCM program, along with the requisite consent to contact such patients (“Customer Enrollment”), and CUSTOMER agrees that COMPANY may assume such consent has been retrieved by CUSTOMER and thus rely on such consent in its provision of the Services. CUSTOMER may elect to have COMPANY enroll patients on its behalf based on criteria it provides to COMPANY (“Company Enrollment”). CUSTOMER authorizes COMPANY to obtain and rely on the patient’s verbal consent to participate in CUSTOMER’s CCM program through any Company Enrollment. Per CMS guidelines, COMPANY will document and store patients’ verbal consent.

Patient Records. All patient records, reports and information obtained, generated or encountered relating to the CUSTOMER shall at all times be the property of the CUSTOMER and shall be held in strict conﬁdence. COMPANY shall keep and shall instruct all of its personnel to keep conﬁdential any such information, as well as any ﬁnancial, statistical, personnel and patient information obtained or encountered in the performance of its services hereunder.

Timely Approvals and Responses. CUSTOMER acknowledges that timely communication and timely responses to COMPANY inquiries are essential for the delivery of the Services to CUSTOMER. As such, CUSTOMER agrees to the following:

Health Alert Communications. CUSTOMER shall have designated medical personnel available to receive and respond to Health Alert Communications as required by the CCM program guidelines. CUSTOMER agrees that Health Alert Transmissions are deemed received upon submission by COMPANY without any required acknowledgment from CUSTOMER.

Responses to Inquiries and Requests. CUSTOMER shall respond to any inquiries, requests for clariﬁcation, approvals, or additional information from COMPANY within a reasonable timeframe, not to exceed three (3) business days, unless the matter is urgent or time-sensitive, in which case CUSTOMER shall respond as soon as practicable.

Failure by CUSTOMER to provide timely responses or information may result in delays or disruptions in the delivery of the Services. COMPANY shall not be held responsible for any adverse consequences to CUSTOMER or its patients arising from CUSTOMER’s failure to meet the timely response requirements outlined in this Section.

FEES. CUSTOMER shall pay COMPANY the Fees in accordance with the terms set forth in the Order Form and the terms set forth herein. The Fees for any Renewal Term shall be at COMPANY’s then standard rates currently in effect, or if applicable, as otherwise stated in the Order Form. COMPANY reserves the right to increase the Fees upon the completion of a Term upon at least thirty (30) days’ prior written notice to CUSTOMER.

Suspension. In the event CUSTOMER fails to pay any undisputed Fees within ﬁfteen (15) days after the due date. COMPANY shall have the right to suspend the provision of Services to CUSTOMER until such outstanding Fees are paid in full.

Not Conditioned Upon CUSTOMER Collections. The Fees payable by CUSTOMER to COMPANY under this Agreement shall not be conditioned upon, or contingent on, CUSTOMER’s collection of payments from patients, third-party payers, insurance companies, or any other entities for any service rendered by CUSTOMER or COMPANY. CUSTOMER shall remain solely responsible for billing and collecting any such payments, and CUSTOMER’s obligation to pay the Fees to COMPANY shall remain absolute and unconditional with exception given only in the cases of section 5.3.

DENIALS & CREDIT

Denials due to Incorrect Monitoring ICD Codes. If a claim is denied due to incorrect ICD codes, and those codes were submitted to CUSTOMER by COMPANY, COMPANY will issue a credit.

Denials due to Patients Already Enrolled in CCM with Another Provider. If a claim is denied because the patient already participates in a Chronic Care Management (CCM) service with another provider, COMPANY will issue a credit to CUSTOMER.

Denials due to Patients on Hospice, in the Hospital, or Deceased. If a claim is denied due to a patient being on hospice, in the hospital, or deceased between the time of the engagement and the billed service date (typically at the end of the monitoring month), COMPANY will issue a full credit.

Other Denials. All other reasons for denial are the sole responsibility of the CUSTOMER and will not be awarded a credit by COMPANY.

Submissions. It is the responsibility of the CUSTOMER to submit denial requests to COMPANY if they believe their claim was denied inappropriately. All denial submissions must be submitted within thirty (30) days of the CUSTOMER'S receipt of the denial. All denial submissions will be reviewed by COMPANY’s billing and coding team prior to issuing credits. Accounts will be notiﬁed of the reason for approval/denial and the resulting action within ten

(10) business days of the CUSTOMER’S submission. If a credit is approved by COMPANY, it will be reﬂected in the CUSTOMER’S following invoice.

DATA

COMPANY shall own all right, title and interest in and to all data generated by Company in delivering the Services to CUSTOMER, as well as any data that is based on or derived from such data, including but not limited to any outputs and results of the Services (“COMPANY Data”).

Notwithstanding anything to the contrary and subject to any restrictions and requirements under HIPAA and any other applicable laws and regulations, COMPANY shall have the right to utilize the COMPANY Data for any purpose, including but not limited to, improving and enhancing the Services, creating new offerings, conducting research and development, maintenance and diagnostic purposes, and other business purposes in connection with the Services and other COMPANY offerings (“COMPANY Developments”). COMPANY shall own all rights, title, and interest in and to the COMPANY Developments. COMPANY shall also have the right to share, sublicense, and otherwise disseminate COMPANY Data and COMPANY Developments to third parties.

CUSTOMER shall own all rights, title, and interest in and to the data it shares with COMPANY (“CUSTOMER Data”) provided that COMPANY shall hold an irrevocable, perpetual, non-exclusive, fully sublicensable, worldwide license to process, use, and utilize CUSTOMER Data to deliver its Services under this Agreement and for the COMPANY Developments, subject to any restrictions and requirements under HIPAA and any other applicable laws and regulations. COMPANY shall also have the right to aggregate and anonymize CUSTOMER Data for the purpose of creating data sets that can be utilized for analytical, research, and business purposes, provided that any aggregated data shall be deidentiﬁed in accordance with the provisions of HIPAA (“Deidentiﬁed Data”). For the avoidance of doubt, Deidentiﬁed Data shall be considered Company Data under this Agreement. In consideration of our provision of the Services, you hereby transfer and assign to us all right, title and interest in and to all Deidentiﬁed Data. You agree that we may use, disclose, market, license and sell such Deidentiﬁed Data for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.

TERM AND TERMINATION

Term. The term of this Agreement shall be as speciﬁed in the Order Form.

Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. COMPANY may terminate this Agreement immediately if CUSTOMER becomes insolvent, ﬁles for bankruptcy, or makes an assignment for the beneﬁt of creditors.

Termination for Convenience. CUSTOMER may terminate this Agreement for convenience upon ninety (90) days' prior written notice to COMPANY; provided, however, that CUSTOMER shall pay to COMPANY an early termination fee in an amount equal to the Monthly Minimum Service Fee as indicated in the Order Form multiplied by the number of months left in the Term

("Early Termination Fee") [AC2] [MD3] [AC4] in addition to any other amounts due and owing under this Agreement.

Termination for Delinquency. COMPANY may terminate this Agreement upon written notice to CUSTOMER in the event CUSTOMER becomes delinquent on its payment obligations. For purposes of this Section, CUSTOMER shall be deemed delinquent if any invoices remain unpaid for more than thirty (60) days past their respective due dates. Upon such termination, CUSTOMER will be responsible for an early termination fee in an amount equal to the Monthly Minimum Service Fee as indicated in the Order Form multiplied by the number of months left in the Term ("Early Termination Fee") [AC2] [MD3] [AC4] in addition to any other amounts due and owing under this Agreement.

Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights granted to CUSTOMER hereunder shall immediately terminate; (b) CUSTOMER shall immediately cease all use of the Services; (c) CUSTOMER shall pay to COMPANY all amounts due and payable under this Agreement, including, if applicable, the Early Termination Fee; and

(d) each Party shall return or destroy all Conﬁdential Information of the other Party in its possession or control.

Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 3.1 through 3.2, Section 4.1, and Sections 5 through 12.

CONFIDENTIALITY

Each Party (“Recipient”) understands that the other Party (“Discloser”) has disclosed or may disclose information relating to Discloser’s business (hereinafter referred to as “Proprietary Information” of Discloser). For the avoidance of doubt, Proprietary Information includes but is not limited to (a) patent and patent applications; (b) trade secrets, (c) ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design

details and speciﬁcations, engineering, ﬁnancial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, educational content, sales and merchandising, and marketing plans.

Recipient agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. Discloser agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof (except the Services, trade secrets, underlying software, algorithms and information embodied therein which shall remain conﬁdential indeﬁnitely) or any information that Recipient can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it without restriction on disclosure prior to receipt from Discloser, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Discloser, or (e) is required by law, statute, regulation, order, subpoena or government discovery request, or in response to an inquiry or request of any governmental or regulatory agency or self-regulatory organization, provided that, to the extent not prohibited, Recipient will notify Discloser of such request as soon as practicable in order to afford Discloser an opportunity to seek a protective order. In the performance of the Services, COMPANY is expressly authorized to collect general CUSTOMER Data and report on the aggregate response rate and other aggregate measures of the Services’ performance, provided that the CUSTOMER Data is anonymized and no personally identifying information of the CUSTOMER or its patients is revealed. Notwithstanding the foregoing, either party may disclose Proprietary Information to its employees, oﬃcers, directors, attorneys, accountants, consultants, ﬁnancial advisors, and other agents (collectively, “Representatives”) who have a bona ﬁde need to know such Proprietary Information, provided that: (i) such Representatives are bound by conﬁdentiality obligations no less restrictive than those contained herein, (ii) the Recipient remains responsible for the use and disclosure of the Proprietary Information by its Representatives, and (iii) any breach of this Agreement by a Representative shall be deemed a breach by the Recipient. Each party shall take reasonable measures to ensure that its Representatives comply with the conﬁdentiality obligations set forth in this Agreement.

INDEMNIFICATION

COMPANY’s Indemniﬁcation. COMPANY shall indemnify, defend, and hold harmless CUSTOMER, its oﬃcers, directors, employees, agents, and representatives from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from the COMPANY’s gross negligence or willful misconduct.

CUSTOMER’s Indemniﬁcation. CUSTOMER shall indemnify, defend, and hold harmless COMPANY, its oﬃcers, directors, employees, agents, and representatives from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from the CUSTOMER’s: (a) gross negligence or willful misconduct, (b) failure to comply with any applicable federal, state or local laws, regulations or codes, (c) medical services it provides to its patients, including all diagnosis, treatment, ethical determinations, and chronic care management, and (b) medical billing practices.

COMPANY’s or CUSTOMER’s indemniﬁcation obligations shall be subject to the following conditions: (a) the indemniﬁed Party shall promptly, but in no event later than thirty (30) days after becoming aware of any claim or potential claim, notify the indemnifying Party in writing of any claim or potential claim for which indemniﬁcation may be sought; (b) the indemnifying Party shall have sole control of the defense and settlement of any such claim, provided that the indemniﬁed Party shall have the right to participate in the defense at its own expense; and (c) the indemniﬁed Party shall cooperate fully with the indemnifying in the defense of any such claim. If the indemniﬁed Party fails to comply with its obligations under this Section 9.3, the indemnifying Party shall be relieved of its indemniﬁcation obligations to the extent it is prejudiced by such failure.

WARRANTY AND DISCLAIMER.

EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN AGREEMENT, COMPANY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NONINFRINGEMENT. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. COMPANY DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. COMPANY DOES NOT WARRANT THAT ANY INFORMATION PROVIDED BY OR IN CONNECTION WITH THE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PRODUCED BY THE SERVICES WILL ALWAYS BE AVAILABLE. COMPANY EXERCISES NO CONTROL OVER, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF, CUSTOMER’S USE OF THE SERVICES.

LIMITATION OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON AND EXCEPT FOR THE INDEMNITY OBLIGATIONS OF THE PARTIES UNDER SECTION 9 OF THIS AGREEMENT, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR DELIVERY OF THE SERVICES, OR FOR LOSS OR INACCURACY OR CORRUPTION OF THE INFORMATION OR DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

For the avoidance of doubt CUSTOMER agrees not to hold COMPANY liable for any claims, damages, or losses resulting from (a) inaccuracies or errors found in any information CUSTOMER shares with COMPANY, including but not limited to patient information, laboratory results, protocols, care plans, information provided in furtherance of any of the Patient Engagement activities, and any feedback to the Educational Content (altogether, the “Information”); (b) errors made by COMPANY’s Clinical Staff in the communication of any Information, provided that such information is transmitted without gross negligence or willful misconduct to CUSTOMER’s patients; and (c) any misinterpretation of the Information by CUSTOMER’s patients. CUSTOMER agrees it is CUSTOMER’s responsibility to ensure the accuracy and integrity of the Information before they are delivered to COMPANY for transmission to patients. CUSTOMER agrees it is the responsibility of CUSTOMER’s patients to consult with CUSTOMER or their primary healthcare provider for any clariﬁcations or further understanding related to the Information.

MISCELLANEOUS PROVISIONS

Governing Law. This Agreement is governed by and will be construed under the laws of the State of California. The Parties agree that any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state court located in San Bernardino County, California, and each Party irrevocably submits to the jurisdiction and venue of such court.

Binding Effect. Subject to the provisions contained herein, this Agreement will be binding upon and inure to the beneﬁt of the Parties and upon their respective successors.

Entire Agreement. This Agreement and any associated Additional Terms constitute the entire agreement between the Parties in connection with the subject matter hereof, and supersede all prior agreements, whether written or oral, and whether explicit or implicit, which have been entered into before the execution hereof.

Amendment. Except as otherwise provided in the introductory paragraphs of this Agreement, no amendment to the terms of this Agreement will be binding on either Party unless in writing and executed by the duly authorized representatives of each Party.

Independent Contractor Status. The Parties are independent contractors, and nothing in this Agreement is intended and nothing shall be construed to create an employer/employee, partnership, or joint venture relationship. Nothing in this agreement shall be construed to allow either Party to exercise control or direction over the manner or method by which the other performs the services that are the subject matter of this Agreement, except as set forth in Sections 3.1 and 4.2 of this Agreement; provided always that the services to be provided hereunder shall be furnished in a manner consistent with the standards governing such services and the provisions of this Agreement. Except as set forth in this Agreement, no Party will be treated as an employee for federal tax purposes of the other Party, and neither Party will withhold on behalf of the other Party any sums for income tax, unemployment insurance, social security, or any other withholding pursuant to any law or requirement of any governmental body or make available any of the beneﬁts afforded to its employees.

Partial Invalidity. If any one or more of the terms, provisions, promises, covenants or conditions of the Agreement or the application thereof to any person or circumstances is found to any extent invalid, unenforceable, void or voidable for any reasons by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement or their application to other persons or circumstances will not be affected thereby and will be valid and enforceable to the fullest extent permitted by law.

Change of Law. If after the Effective Date, any new law becomes effective or any binding interpretation of a law by any federal or state governmental authority is rendered that makes illegal the structure of the relationship among the Parties as set forth in this Agreement, and such illegality is solely the result of the structure of the relationship among the Parties as set forth in this Agreement, then and in that event, any Party shall have the right to require that the other Parties renegotiate the terms of this Agreement, and each Party shall use its respective best efforts to promptly negotiate a new agreement or an amendment to this Agreement in good faith. To the maximum extent possible, any such new agreement or amendment shall preserve the underlying economic and ﬁnancial arrangements among the Parties

Assignment. CUSTOMER may not assign this Agreement without the prior express written consent of COMPANY, which consent may be withheld in its sole and absolute discretion. Any

assignment in violation of the foregoing shall be null and void. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party’s consent, to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party’s assets or any other change in control of the assigning Party.

Waiver. A waiver by either Party of any term, condition, rights, performance or obligation set forth in this Agreement shall not be construed as a permanent waiver of that term, condition, right, performance or obligation or any subsequent breach of the same, and the waiving Party shall have the right to insist upon the future performance of any such term, condition, or obligation and preservation of its rights thereto.

Publicity Rights. CUSTOMER hereby grants COMPANY the right to use CUSTOMER’s name, trademarks, and service marks (collectively, “Marks”) in any of COMPANY’s marketing materials, presentations, websites, social media accounts, case studies, and promotional activities related to the Services provided under this Agreement to both identify CUSTOMER as a client of COMPANY and to generally market COMPANY’s services and performance to others.

Notice. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written conﬁrmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by

e-mail of a PDF document (with conﬁrmation of receipt) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certiﬁed or registered mail, return receipt requested, postage prepaid:

If to COMPANY, to:

Advanta Biometrics Inc.

888 S Brea Canyon Rd, Diamond Bar, CA 91789

Email: matthew@advantabiometrics.com

If to CUSTOMER, to the address and email set forth in the Order Form. Any Party may change its address from time to time by giving the other Party written notice.

Headings, Titles. The headings appearing herein are for convenience and reference only and will not govern, limit, modify or in any manner affect the scope, meaning or intent of the provision of this Agreement.

Terms and Conditions