Sigma Computing, Inc. End User Agreement Terms

Zus Health, Inc. (“Zus”), as a party to a Service Agreement with Sigma Computing, Inc. (“Sigma”), is authorized to grant the Builder (“End User”) a limited, non-exclusive, non-transferable, non-sublicensable license for End User to use Sigma Services and Materials (as defined below), for the sole purpose of internal use by End User (the “Sublicense”). The Sublicense granted hereunder shall automatically terminate upon (a) termination of the relationship between Zus and End User, or (b) termination of the Service Agreement between Zus and Sigma, unless prior written consent of Sigma is obtained by Zus or a direct license between End User and Sigma is entered into.

1. The Service

1.1 Subscription. Use of and access to any services provided by Sigma and used by End User (the “Service”) is permitted only by individuals authorized by Zus for End User’s own internal business purposes and not for the benefit of any third party (“Authorized Users”).

1.2 Sigma’s Ownership. Sigma owns the Service, including the Dashboards, and the Documentation (collectively the “Sigma Materials”). Sigma retains all right, title, and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Sigma Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under these Terms and any rights not expressly granted to End User in these Terms are expressly reserved by Sigma.

1.3 Use Restrictions and Responsibilities. End User is responsible for all activity on its account unless such activity is caused by a third party bad actor able to access End User’s account by exploiting vulnerabilities in the Service itself. End User will ensure that its Users are aware of and bound by obligations and/or restrictions stated in these Terms and will be responsible for breach of any such obligation and/or restriction by a User. End User also agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Sigma branding contained in or on the Service, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, including, without limitation, by introducing viruses and other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology, (g) use or access the Service to build or support and/or assist a third party in building or supporting products or services competitive to the Service or (h) attempt to probe, scan, or test the vulnerability of the Service or any Sigma system or networks. If End User (including Users) is using the Service in a manner that, in Sigma’s reasonable judgment, causes or is likely to cause significant harm to Sigma or the Service or otherwise threatens the security, integrity or availability of the Service then Sigma may suspend End User’s access to the Service. Sigma or Zus will use commercially reasonable efforts under the circumstances of such suspension to (x) provide End User with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) limit the suspension to only accounts involved in the activities in question; and (z) remove the suspension as quickly as practicable after the circumstances leading to the suspension have been resolved.

2. Third-Party Applications

The Service may work together with third party products, services or applications that are not owned or controlled by Sigma, (e.g., Zus’s Data Warehouse provider) (“Third-Party Applications”) and End User, at its sole option, may choose to use such Third-Party Applications. END USERS WILL LOOK SOLELY TO THE PROVIDERS OF THE THIRD-PARTY APPLICATIONS FOR ANY WARRANTY RELATED ISSUES OR OTHER CLAIMS RELATED THERETO. SIGMA WILL HAVE NO LIABILITY OR OTHER OBLIGATION OF ANY KIND ARISING OUT OF OR RELATED TO ANY THIRD-PARTY APPLICATIONS.

3. Term and Termination

Sections titled “Sigma’s Ownership”, “Third-Party Applications”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of these Terms and the Service Agreement between Zus and Sigma.

4. Warranty Disclaimer

THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SIGMA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. END USER ACKNOWLEDGES THAT SIGMA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

5. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SIGMA WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THESE TERMS, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (C) ANY DIRECT DAMAGES.

6. Confidentiality; Feedback

Confidential Information, as defined in Zus’s Terms of Service, shall include but not be limited to Sigma’s business, technical or financial information, including non-public information regarding features, functionality, and performance of the Service. End User may from time to time provide suggestions, comments, or other feedback with respect to the Service (“Feedback”). Sigma may want to incorporate Feedback into its Service and this clause provides Sigma with the necessary license to do so. End User hereby grants to Sigma and Sigma’s assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license, if any, to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise distribute and exploit any Feedback as Sigma sees fit, entirely without obligation or restriction of any kind, except that Sigma will not identify End User as the provider of such Feedback.

7. Data

7.1 User Information. End User is required to provide information of its Users such as IP address, username, password, and any personally identifiable information including, without limitation, name, phone number, or email address (“User Information”) upon logging into the Service in order to access the Service. End User grants Sigma and its subcontractors the right to store, process and retrieve the User Information in connection with End User’s use of the Service. End User represents and warrants that it has obtained all necessary rights to transfer User Information to Sigma and to process the User Information as contemplated by these Terms. End User is responsible for all User Information. Accordingly, End User is responsible for all resulting liability if usernames, passwords, tokens, or keys in End User’s possession are used by any party not authorized to do so. End User (on behalf of its Users) grants Sigma the right to access, use, process, copy, distribute (to Users), perform (for Users), export (to Users) and display (for Users) User Information, only as reasonably necessary (a) to provide the Service to End User (including the transfer of User Information to Sigma); (b) to prevent or address service, security, support, or technical issues; (c) as required by law; and (d) as expressly permitted in writing by End User.

7.2 Service Data. As End User interacts with the Service the Service collects data pertaining to the performance of the Service and measures of the operation of the Service (“Service Data”). Notwithstanding anything else to the contrary herein, provided that the Service Data is aggregated and anonymized, and no User Information, End User Data, or any other personal identifying information of End User is revealed to any third party, Sigma is free to use the Service Data in any manner. Sigma owns all right, title, and interest in and to such Service Data. For clarity, this section does not give Sigma the right to identify End User as the source of any Service Data.

8. General Terms

Sigma is not liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party that make it impossible or commercially impracticable for such party to perform its obligations hereunder, which may include failure by a third-party hosting provider or utility provider, strikes (provided that such strike does not involve the employees of the party failing to perform), shortages, riots, fires, acts of God, war, terrorism, and governmental action. End User acknowledges that the Service is an on-line, subscription-based product, and that to provide improved customer experience Sigma may make changes to the Service provided, however Sigma will not materially decrease the core functionality of the Service.

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