MAS - Esvyda! Inc. - 47QTCA22D0072

GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system. The INTERNET address GSA

Advantage!® is:

GSAAdvantage.gov.

Multiple Award Schedule (MAS)

FSC Group FSC Class

IT AND TELECOM—NETWORK AS A SERVICE DG10

IT AND TELECOM—COMPUTE: SERVERS (HARDWARE AND PERPETUAL

LICENSE SOFTWARE)

7B22

CONTRACT NUMBER:

47QTCA22D0072

For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov.

PERIOD COVERED BY CONTRACT: April 19, 2022 – April 18, 2027

Contractor’s Administration Source: elozano@esvyda.net

Business Size: Small Business

DUNS: 078398548

UEI: MAFUFKWJN8B4

eHealth anytime, anywhere

Esvyda! Inc.

293 Esther Ave

Campbell, CA 95008-1202 Phone: (408) 829-0985 www.esvyda.com mailto:elozano@esvyda.net https://www.esvyda.com/

Esvyda! Inc. 47QTCA22D0072 Page 2 of 21

Table Contents

CUSTOMER INFORMATION

AWARDED PRICES

Description of Products

Country of Origin

ESVYDA! INC. SOFTWARE-AS-A-SERVICE (SaaS) TERMS OF USE

HIPAA BUSINESS ASSOCIATE AGREEMENT

Esvyda! Inc 47QTCA22D00

CUSTOMER INFORMATION

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs):

SIN

Description

SIN Title

54151ECOM Includes value added network services, e-mail services, Internet access services, electronic subscription services, data transmission services, and emerging electronic commerce technologies.

Electronic Commerce and Subscription Services

33411 Includes desktop, laptop, tablet computers (including rugged), servers, storage equipment, hyperconverged integrated systems, supercomputers, routers, switches and other communications equipment, IT security equipment (hardware based firewalls), audio and video (AV) equipment, public address systems, monitors/displays, sensors and other Internet of Things (IOT) devices, printers and Multi-Function Device (MFD) equipment, broadcast band radio, two-way radio (LMR), microwave radio equipment, satellite communications equipment, radio transmitters/receivers (airborne), radio navigation equipment/antennas, optical/imaging systems, and associated peripherals required for operations (such as controllers, connectors, cables, drivers, adapters, etc., ancillary installation of any equipment purchased.

Purchasing of new electronic equipment

2. MAXIMUM ORDER:

SIN

Maximum Order Limitation

54151ECOM $ 500,000.00

33411 $ 500,000.00

3. MIMINUM ORDER: $100.00

4. GEOGRAPHIC COVERAGE: Domestic Delivery

5. POINT(S) OF PRODUCTION:

▪ 293 Esther Ave Campbell, CA 95008-1202 - USA

6. DISCOUNT FROM LIST PRICES: Prices are NET

7. QUANTITY DISCOUNT(S): 1% for task orders at or above $50,000

8. PROMPT PAYMENT TERMS: 1% 7 days, NET 30

Esvyda! Inc 47QTCA22D00

9. GOVERNMENT PURCHASE CARDS

• Accepted at or below the micro-purchase threshold

• Accepted above the micro-purchase threshold.

10. FOREIGN ITEMS (list items by country of origin). See page 11

11a. TIME OF DELIVERY: To be negotiated between Contractor and Ordering

Activity

11b. EXPEDITED DELIVERY: To be negotiated at the task order level

11c. OVERNIGHT AND 2-DAY DELIVERY: To be negotiated at the task order level

11d. URGENT REQUIREMENTS: Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery

12. FOB POINT: Destination; 48 contiguous states and Washington, DC

SIN Scope

54151ECOM V - 48 States,DC

33411 V - 48 States,DC

Esvyda! Inc Page 5 of 21 47QTCA22D0072

13a. ORDERING ADDRESS:

13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures and establishing Blanket Purchase Agreements (BPAs) are found in FAR 8.405-2.

14. PAYMENT ADDRESS:

15. WARRANTY PROVISION: N/A

16. EXPORT PACKING CHARGES: N/A

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: See 9. above

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE). N/A

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND

ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): NONE

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUITES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for EIT: If applicable, Section 508 compliance information on the supplies and services offered in this contract will be supplied by the Contractor or Manufacturer upon request via email at the following address info@esvyda.com

25. DUNS NUMBER: 078398548 UEI: MAFUFKWJN8B4

26. CAGE #: 6NW23

27. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM) DATABASE:

Contractor is registered and active in SAM mailto:info@esvyda.com

Page 6 of 38 Esvyda! Inc 47QTCA22D0072

AWARDED PRICES

Product Name Price Offered to GSA (Including IFF)

Telehealth Cellular Gateway 4G - GW9014 $76.47 FORA Monthly SIM $5.17 Remote Patient Monitoring (RPM) Service with premium features x patient

$10.63

Remote Patient Monitoring (RPM) Service for single vital sign x patient

$4.04

Telehealth Service for providers with scheduling $32.97 Telehealth System setup for provider $119.90 Chronic Care Management Technology services $5.57 Transitional Care Management Technology services $5.57

Description of Products

Manufacturer Name

MFR Part No Dealer Part No (If Applicable)

UPC-A Product Name

Product Description

ForaCare, Inc

800-9017700-

800-9017700-

NA

Telehealth Cellular Gateway 4G

- GW9014

It is a device that collects biometric data wirelessly from compatible ForaCare devices with Bluetooth and then it is able to transmit the data collected by using SIMcard or ethernet connectivity to the Esvyda Software ( ES-RPM-FULL-PT) or (ES-

RPM-SINGLE-PT).

UOI: EACH

ForaCare, Inc

FORA

Monthly SIM

FORA Monthly

SIM

FORA

Monthly SIM

Enterprise Connectivity: Monthly SIM fee, Server Pass Through, Licensing, Support; (Per month). It is used in the Telehealth Cellular Gateway 4G – GW9014 to allow the transmission of biometric data between Fora Care and Esvyda.

Service Subscription: Per device / each month

ESVYDA! INC

ES-RPM-

FULL- PT

ES-RPM-FULL-

PT

Remote Patient Monitoring

(RPM)

Service with premium features x patient

It is a software as a service (SaaS) that allows to the clinical staff to collect and analyze multiple vital signs data generated by patients using an integrated mobile app (Android/iOS) or other sources such as manual entries, IOT devices (enabled with cellular connectivity) or historical data with the options to create population groups to setup vital sign normal-ranges for triggering medical alerts based on

Page 7 of 38 Esvyda! Inc 47QTCA22D0072 thresholds, create care plans based on goals and activities by health conditions which enable the growth of patient engagement towards the treatment, interactive communication tools (video, voice, chat, and secure messages) between patients and clinical staff.

In addition, the system tracks the clinical staff activities inside the platform to provide insights about the performance and some KPIs (Keep Performance Indicators) such as interaction time per patient per month, patient risk, and patient's adherence.

This SaaS includes:

• Option to collect all the following vital signs (Weight, Glucose, Blood Pressure, Temperature, Steps, Heart Rate, and Blood Oxygen Saturation)

• Care Plan and Compliance module

• Interactive Communication Module: Secure Messaging, Video, Voice, Chat, and Notification system via email, SMS, or Mobile Push Notifications.

• HIPAA compliance

• Interoperability with EHR

(Electronic Health Records) platforms such as Athenahealth

• Patient and Clinical Staff Web Portal

• Patient Mobile App (Android and iOS)

• Report System for (e.g., vital trends, interactive communication compliance, care plan compliance, population groups, tasks, and alerts status).

Service Subscription: Per user/ Per month

It is a software as a service that allows to the clinical staff to collect and analyze only 1 (one) vital sign

Page 8 of 38 Esvyda! Inc 47QTCA22D0072

SINGLE-PT

SINGLE-PT

Remote Patient Monitoring

(RPM)

Service for single vital sign x patient data generated by patients using an integrated mobile app (Android/iOS) or other sources such as manual entries, IOT devices (enabled with cellular connectivity) or historical data with the options to create population groups to setup vital sign normal-ranges for triggering medical alerts based on thresholds, create care plans based on goals and activities by health conditions which enable the growth of patient engagement towards the treatment, interactive communication tools (video, voice, chat, and secure messages) between patients and clinical staff. In addition, the system tracks the clinical staff activities inside the platform to provide insights about the performance and some KPIs (Keep Performance Indicators) such as interaction time per patient per month, patient risk, and patient's adherence.

• Option to collect only 1 (one) of the following vital signs (Weight, Glucose, Blood Pressure, Temperature, Steps, Heart Rate, and Blood Oxygen Saturation)

• Care Plan and Compliance module

• Interactive Communication Module: Secure Messaging, Video,

• Voice, Chat, and Notification system via email, SMS, or Mobile Push Notifications.

• HIPAA compliance

• Interoperability with EHR (Electronic Health Records) platforms such as Athenahealth

• Patient and Clinical Staff Web Portal

• Patient Mobile App (Android and iOS)

• Report System for (e.g., vital trends, interactive communication

Page 9 of 38 Esvyda! Inc 47QTCA22D0072 compliance, care plan compliance, population groups, tasks, and alerts status).

Service Subscription: Per user/ Per month

ES-

TELEHEALTH-

PR

Service for providers with scheduling

It is a software as service (SaaS) that provides interactive communication tools such as video/voice platform, chat, secure messaging, SMS, and emails so users can render telehealth services with an advance scheduling system.

• Scheduling engine that allows both clinical staff and patients to book virtual appointments.

• Customization of virtual visit workflows (pre-visit activities, surveys, online payments, virtual check-ins, waiting room, and simple SOAP notes.

• Reminder system for booked appointments based on no-show risk factors.

• Mobile application for patients (Android and iOS):

self-booking, video encounters, payment collection, reminders.

• Interoperability with EHR (Electronic Health Records) platforms such as Athenahealth.

Service Subscription: Per physician/ Per month

Service for providers with Quick Link

It is a software as service (SaaS) that provides interactive communication tools such as video/voice platform, chat, secure messaging, SMS, and email so users can render telehealth services with an optional simple scheduling system.

Call Features

Page 10 of 38 Esvyda! Inc 47QTCA22D0072

• Minutes and sessions (Unlimited)

• Personalized room URL

• IOS, Android and Laptops support using the Web Browser (app installation not required)

• Standard and High-Quality Video

• Photo capture of patients into waiting room.

• Option to remove patients from queue.

Workflow features

• Waiting Room customization

• Patient Queue

• Meeting Statistics

• Room passcode

• Text & email invitations

• Multiple waiting rooms per clinic.

• Custom terms and conditions.

• Interoperability with EHR

(Electronic Health Records) platforms such as AthenaHealth for scheduling system integration.

• Security

• HIPAA Compliant

• Signed BAA

• End-to-end encryption

Service Subscription: Per physician/

SETUP-PR

SETUP-PR

System setup for provider

This is a training service carried out by an Esvyda agent in which the user is explained the operation of the different modules of the telemedicine system and at the same time an accompaniment is made to configure the scheduling system, the fee‐schedules of the different types of telemedicine appointments, the reminder system, the virtual waiting rooms, the payment collection system. The training duration includes up to 5 (five) hours per user.

Page 11 of 38 Esvyda! Inc 47QTCA22D0072

Service: One time / per user

ES-CCM-PT

ES-CCM-PT

Chronic Care Management Technology services

It is a software as a service (SaaS) that allows users to create care plans based on patient's health conditions. The system tracks patient's vital sign readings and prescriptions which allows physicians to monitor progress based on the care plan prescribed and meet the criteria required by the CTP codes 99487, 99490, 99491, 99487, 99489.

Service Subscription: Per patient/

ES-TCM-PT

ES-TCM-PT

Transitional Care Management Technology services

It is a software as a service (SaaS) that allows users to create care plans after a hospitalization or other inpatient facility stay. The system tracks patient's vital sign readings and prescriptions which allows physicians to monitor progress based on the date the patient is discharged from the inpatient facility up to 7 days for the CPT codes 99496 or 14 days for the CPT code 99495.

Service: Per user/ Per event

Country of Origin

Country of Origin Vendor Name Product Name

TW ForaCare, Inc Telehealth Cellular Gateway 4G - GW9014

US ForaCare, Inc FORA Monthly SIM

US ESVYDA! INC

Remote Patient Monitoring (RPM) Service with premium features x patient

US ESVYDA! INC

Remote Patient Monitoring (RPM) Service for single vital sign x patient

US ESVYDA! INC Telehealth Service for providers with scheduling

US ESVYDA! INC Telehealth Service for providers with Quick Link

US ESVYDA! INC Telehealth System setup for provider

US ESVYDA! INC Chronic Care Management Technology services

US ESVYDA! INC Transitional Care Management Technology services

ESVYDA! INC. EULA SOFTWARE-AS-A-SERVICE (SaaS) TERMS OF USE

Page 12 of 38 Esvyda! Inc 47QTCA22D0072

PLEASE READ CAREFULLY: IF YOU ARE ACCEPTING THIS SOFTWARE-AS-A-SERVICE TERMS OF USE (“AGREEMENT”) ON

BEHALF OF THE ORDERING ACTIVITY UNDER GSA SCHEDULE CONTRACTS IDENTIFIED IN THE PURCHASE ORDER

(“CUSTOMER”), YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE CUSTOMER TO THIS

AGREEMENT. UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF ESVYDA!

INC. (“ESVYDA! INC.”) PRODUCTS (AS DEFINED BELOW), THIS AGREEMENT GOVERNS YOUR RIGHTS TO THE ESVYDA! INC.

PRODUCTS. BY EXECUTING A WRITTEN ORDER FOR ESVYDA! PRODUCTS THE CUSTOMER ACCEPTS THIS AGREEMENT

AND THE AGREEMENT WILL BE DEEMED A BINDING CONTRACT BETWEEN ESVYDA! INC. AND CUSTOMER. IF CUSTOMER

DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT

OR IF YOU DO NOT HAVE AUTHORITY TO BIND THE CUSTOMER, THEN DO NOT CLICK “ACCEPT” AND CUSTOMER WILL

NOT BE AUTHORIZED TO USE THE PRODUCTS.

This Agreement is entered into as of the earliest of the date that Customer accepts the terms and conditions herein, the date set forth on an Order, or the date on which Customer downloads, installs, activates, or uses the Software.

1. Definitions.

a. “Acceptable Use Policy” means ESVYDA! INC.’s Acceptable Use Policy located at the ESVYDA! INC. Customer Care Portal

(CCP) https://esvyda.net/en/terms/ and attached hereto.

b. “Affiliate” means any entity controlling, controlled by or under common control with Customer, where “control” means (i) a general partnership interest in a partnership; or (ii) the beneficial ownership of a majority of the outstanding equity entitled to vote for directors.

c. “Documentation” means the written and/or electronic release notes, implementation guides, or other published technical documentation about the applicable SaaS Product that is provided by ESVYDA! INC. to Customer together with access to the

SaaS Product.

d. “License Term” means the term of the access rights granted for the SaaS Product, as identified in the relevant Order, starting when ESVYDA! INC. delivers to Customer the relevant credentials to access and use the SaaS Product.

e. “Order” means any purchase order, product schedule or ordering document between Customer and authorized reseller or between Customer and ESVYDA! INC. (if purchasing directly) that identifies the products and/or services licensed or sold and any applicable licensing parameters (e.g., the number of licenses).

f. “SaaS Product” means the mobile enterprise management services made available by access to and use of software hosted by ESVYDA! INC. to which Customer has purchased a license under the relevant Order. References in this Agreement to the SaaS Product shall include the Software.

g. “Software” means the object code version of ESVYDA! INC. proprietary computer programs made available by ESVYDA!

https://esvyda.net/en/terms/

Page 13 of 38 Esvyda! Inc 47QTCA22D0072

INC. for download by Customer for use in connection with any SaaS Product, including any Documentation and Updates.

h. “Updates” means any correction, update, upgrade, patch, or other modification or addition made by ESVYDA! INC. to specific Software.

2. Rights of Access and Use.

a. Access and Use. Subject to the terms and conditions of this Agreement, during the applicable License Term, ESVYDA! INC.

hereby grants to Customer (i) a non-exclusive, non-transferable, and non-sub-licensable license for Customer to access and use the SaaS Product and to copy, and install the Software, in each case, solely for Customer’s internal use with Customer’s ordinary business operations and in accordance with the applicable Documentation, and (ii) the right to maintain a reasonable number of copies of the Software on its systems for backup and recovery purposes. Customer may provide access to the SaaS Product to its and its Affiliates’ employees, contractors, and other individual users to access and use the

SaaS Products on its behalf and for its internal business purposes in compliance with this Agreement, provided Customer is responsible for all such users’ actions that violate the terms of this Agreement, any breach by any such user is a breach by

Customer, and no such user is an employee or contractor of a ESVYDA! INC. Competitor (defined below). Customer agrees that its purchase of the Software is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by ESVYDA! INC. with respect to future functionality or features.

b. Trial License. This Agreement applies to trial copies of the SaaS Product (“Trial Product”), except for the following different or additional terms: (i) the License Term for Trial Product is thirty (30) days, which ESVYDA! INC. may extend upon written consent; (ii) the trial period shall commence on the date that ESVYDA! INC. first provides Customer credentials to access the Trial Product; (iii) Trial Product is provided “AS IS” without warranty of any kind, and ESVYDA! INC. disclaims all warranties, indemnities, and all other liabilities for Trial Product; (iv) Customer is not entitled to any support and maintenance services or any Updates for Trial Product; and (v) either party may terminate the license for Trial Product upon five (5) days’ written notice to the other party.

3. Use Restrictions; Customer Obligations. As a condition of the license granted in Section 2, Customer shall not itself and shall not authorize or permit any third party to: (a) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the SaaS Product (except and only to the extent any foregoing restriction is prohibited by applicable law); (b) modify, adapt, or create any derivative works based on the SaaS Product; (c) distribute, sell, license, lease, transfer, or otherwise provide any SaaS Product to third parties except as expressly provided in this Agreement; (d) provide the SaaS Product as a service to unaffiliated third parties, including but not limited to on a service bureau, SaaS, or time-sharing basis; (e) unbundle any component of any SaaS Product; or (f) use the Documentation except for supporting

Customer’s authorized use of the SaaS Product; or (g) violate the Acceptable Use Policy; or (h) employ or authorize a

ESVYDA! INC. Competitor to use or view the SaaS Product or Documentation, or to provide management, hosting, support or similar services with regard to the SaaS Product without the prior written consent of ESVYDA! INC. “ESVYDA! INC.

Competitor” means the successor divisions/subsidiaries that include products providing similar features and technologies.

Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of any SaaS Product and

Page 14 of 38 Esvyda! Inc 47QTCA22D0072 notify ESVYDA! INC. promptly of any such unauthorized access or use.

4. Payment; Additional Licenses; Reporting. Customer shall pay the fees for ESVYDA! INC. products and/or services as set forth in the applicable Order. If Customer is purchasing through a reseller, payment terms will be determined by Customer and the reseller. If Customer is purchasing directly from ESVYDA! INC., all fees shall be paid in U.S. dollars and are due within thirty (30) days of the invoice receipt date. ESVYDA! INC. shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 552.212-4(k). If the actual number of registered devices or users

(as applicable) exceed the number of licenses purchased by Customer in the applicable Order, then Customer shall (a) immediately cease such excess usage or (b) purchase additional licenses to cover the excess usage. Fees for excess usage shall be based on ESVYDA! INC.’s then-current price list or specified in the Order both in accordance with the GSA Schedule

Pricelist. Customer acknowledges that ESVYDA! INC.’s delivery and support infrastructure may enable ESVYDA! INC. to access the device or user count for the SaaS Product. Upon written notice by ESVYDA! INC., Customer shall certify in writing the number and type of registered devices or users.

5. Confidentiality.

a. Definition. “Confidential Information” means non-public information provided by one party (“Discloser”) to the other

(“Recipient”) that is designated as confidential or reasonably should be considered as such, excluding information that (i) is or becomes public through no fault of the Recipient, (ii) was known to Recipient before the disclosure, (iii) is disclosed to

Recipient by a third party without violation of any confidentiality restrictions, or (iv) is independently developed by the

Recipient without access to or use of the Discloser’s information. Confidential Information includes but is not limited to all

SaaS Products (and any derivatives, performance data, benchmark results, security assessments, product roadmaps and any other technical information relating to the SaaS Products), Documentation and its derivatives, and ESVYDA! INC.’s pricing.

b. Non-disclosure and Non-Use. The Recipient shall (i) only use the Confidential Information of the Discloser to exercise its rights and/or to perform under this Agreement, (ii) use the same degree of care to prevent unauthorized use and disclosure of Discloser’s Confidential Information as it does for its own confidential information, but in no event less than reasonable care, and (iii) with respect to employees, contractors, or agents of Recipient, limit access to the Discloser’s Confidential

Information only to those employees, contractors, or agents who have a need to access such Confidential Information and who are subject to confidentiality obligations at least as restrictive as those specified in this Section 5. The Recipient may disclose the Discloser’s Confidential Information to the extent required by any court, governmental body, or law or regulation, provided that, if legally permissible, Recipient shall provide prompt written notice to the Discloser of such disclosure. Upon written request of the Discloser, the Recipient shall return or destroy, at Discloser’s option, the Discloser’s Confidential

Information. ESVYDA! INC. recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

6. Ownership. ESVYDA! INC. and its suppliers own and retain all right, title, and (except as expressly licensed in this

Agreement) interest in and to the SaaS Product and its derivative works. Customer is not obligated to provide ESVYDA! INC.

Page 15 of 38 Esvyda! Inc 47QTCA22D0072 with any suggestions or feedback about the products or services (“Feedback”). To the extent Customer does provide

Feedback to ESVYDA! INC., Customer assigns ownership of such Feedback to ESVYDA! INC. and ESVYDA! INC. may use and modify such Feedback without any restriction or payment. ESVYDA! INC. acknowledges that the ability to use this

Agreement and any Feedback provided as a result of this Agreement in advertising is limited by GSAR 552.203-71.

7. Indemnity.

a. Indemnification by ESVYDA! INC. ESVYDA! INC. shall at its cost and expense (i) have the right to intervene to defend or settle any claim brought against Customer and its directors, officers and employees (“Customer Indemnitee(s)”) by an unaffiliated third party alleging that Customer’s use of the SaaS Product infringes or violates that third party’s intellectual property right(s), and (ii) pay, indemnify and hold Customer Indemnitees harmless from any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.

b. Remedies. If a claim under Section 7.a occurs or in ESVYDA! INC.’s opinion is reasonably likely to occur, ESVYDA! INC.

may at its expense and sole discretion: (i) procure the right to allow Customer to continue using the applicable SaaS Product,

(ii) modify or replace the applicable SaaS Product to become non-infringing, or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s license to the affected portion of applicable SaaS Product and refund a portion of the pre-paid, unused license fees paid by Customer corresponding to such SaaS Product.

c. Exclusions. ESVYDA! INC. shall have no obligations under this Section 7 if the claim is based upon or arises out of: (i) any modification to the applicable SaaS Product not made by or at the direction of ESVYDA! INC., (ii) any combination or use of the applicable SaaS Product with any third-party equipment, products or systems, to the extent that such claim is based on such combination or use, (iii) Customer’s continued use of the allegedly infringing technology after being notified of the infringement claim, (iv) Customer’s failure to use Updates made available by ESVYDA! INC., (v) Customer’s failure to use the

SaaS Product in accordance with the applicable Documentation, and/or (vi) use of the SaaS Product outside the scope of the license granted under this Agreement. This Section 7 constitutes Customer’s sole and exclusive remedies, and ESVYDA!

INC.’s entire liability, with respect to infringement of third-party intellectual property rights.

d. Reserved.

e. Procedures. Each indemnitor’s indemnification obligation is conditioned on the indemnitee: (i) giving the indemnitor prompt written notice of such claim, (ii) permitting the indemnitor to control and direct the defense or settlement of such claim, provided the indemnitor shall not settle any claim in a manner that requires the indemnitee to admit liability or pay money without the indemnitee’s prior written consent, and (iii) providing the indemnitor all reasonable assistance in connection with the defense or settlement of such claim, at the indemnitor’s cost and expense.

8. Support and Maintenance Services, Hardware, and Resale Products.

Page 16 of 38 Esvyda! Inc 47QTCA22D0072

a. Support and Maintenance Services. Support and maintenance services shall be provided in accordance with the support and maintenance terms and conditions specified in Schedule B, attached hereto.

b. Third-Party Services. The Software may contain features designed to interface with applications or services provided or made available by third parties (“Third Party Services”). In order to use a feature in connection with a Third-Party Service, Customer must have a license from the provider of the relevant Third-Party Service. If the Third-Party Services are no longer available or if the applicable third-party provider no longer allows the Third-Party Services to interface with the Software, then such features will no longer be available or function in the Software. ESVYDA! INC. and the provider of the applicable Third-

Party Service disclaim all warranties, indemnities, obligations, and other liabilities in connection with any interface or integration with the Third-Party Service. Further, ESVYDA! INC. disclaims all warranties, indemnities, obligations, and other liabilities in connection with any Third-Party Service.

9. Warranties.

a. SaaS Product. ESVYDA! INC. represents and warrants to Customer that the SaaS Product materially conforms to the specifications specified in the relevant Documentation. Customer must notify ESVYDA! INC. of any warranty deficiencies within thirty (30) days from the provision of the deficient SaaS Product. Customer’s sole and exclusive remedy and the entire liability of ESVYDA! INC. for ESVYDA! INC.’s breach of this warranty will be for ESVYDA! INC., at its option, to (i) repair such

SaaS Product (and/or deliver new applicable Software) or (ii) terminate the applicable License Term and refund any prepaid, unused subscription fees paid to ESVYDA! INC. for the unused period of any such terminated License Term.

b. Professional Services. Customer may order ESVYDA! INC. professional services from any authorized reseller or directly from ESVYDA! INC. Such professional services shall be subject to the terms and conditions of this Agreement and mutually agreed-upon statement of work (if any). For ninety (90) days following the date of delivery of any professional service by

ESVYDA! INC. to Customer, ESVYDA! INC. represents and warrants that such professional services shall be professional, workman-like and performed in a manner conforming to generally accepted industry standards and practices for similar services. Customer’s sole and exclusive remedy and the entire liability of ESVYDA! INC. for ESVYDA! INC.’s breach of this warranty will be for ESVYDA! INC., at its option, to re-perform the non-conforming services or refund the fees paid for such non-conforming professional services.

c. Exclusions. The express warranties do not apply if the applicable SaaS Product or hardware (i) has been modified, except by or at the direction of ESVYDA! INC., (ii) has not been installed, used, or maintained in accordance with this Agreement and

Documentation, (iii) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident, and/or (iv) is used with equipment, products or systems not specified in the Documentation. Additionally, these warranties only apply if notice of a warranty claim is provided within the applicable warranty period.

e. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTIES EXPRESSLY

STATED IN THIS SECTION 9, THE SAAS PRODUCT, HARDWARE, AND SERVICES ARE PROVIDED “AS IS,” AND ESVYDA! INC.

PROVIDES NO OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR

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OTHERWISE, AND ESVYDA! INC. SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

10. Term and Termination. The access rights granted herein with respect to the SaaS Product shall remain effective until the

License Term for the relevant SaaS Product expires or the license for the relevant SaaS Product is terminated. This

Agreement shall remain effective until the earliest of termination in accordance with this Section 10, or expiration of the applicable License Term. If ESVYDA! INC. agrees to reinstate a lapsed subscription license, then the terms of this Agreement shall apply. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, ESVYDA! INC. shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the

Contracting Officer. In addition, the parties may terminate this Agreement by mutual written consent. All other licenses terminate upon expiration or termination of this Agreement. In addition, Sections 1, 3-7, and 9-12, and all liabilities that accrue prior to termination shall survive expiration or termination of this Agreement for any reason. For ninety (90) days after the expiration or termination of this Agreement, upon Customer’s request, ESVYDA! INC. shall permit Customer to access the

SaaS Product solely to the extent necessary for Customer to retrieve applications uploaded to such SaaS Product by

Customer. After such 90-day period, ESVYDA! INC. may delete all Customer Data in ESVYDA! INC.’s possession or control.

11. Limitation of Liabilities. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACHES OF

OR FOR LIABILITY ARISING OUT OF SECTION 3 (RESTRICTIONS), 5 (CONFIDENTIALITY) OR A PARTY’S INDEMNIFICATION

OBLIGATIONS UNDER THIS AGREEMENT, OR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO

THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (UNDER ANY THEORY

OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (a) ANY LOST PROFITS, LOST BUSINESS

OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE

REASONABLY FORESEEABLE, OR (b) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAYABLE TO ESVYDA! INC. FOR THE

RELEVANT SAAS PRODUCT, HARDWARE, OR SERVICE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY

FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT

EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 11. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT

APPLY TO (1) PERSONAL INJURY OR DEATH RESULTING FROM LICENSOR’S NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY

OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.

12. General.

a. Export/Import. The SaaS Product and Documentation may be subject to U.S. and foreign import and export control laws and regulations. Customer agrees to comply with all such regulations applicable to Customer, including obtaining applicable import licenses.

b. U.S. Government End Users. The SaaS Product and Documentation are “commercial items,” as that term is defined in 48

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C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212, the SaaS Product and Documentation are being licensed to U.S. Government end users only as “commercial items” and with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.

c. In-Licensed Materials and Open Source. The SaaS Product may contain or may operate with software services or other technology that is not owned by ESVYDA! INC. but has been licensed to ESVYDA! INC. by a third party and is necessary for the normal operation of the Software (“In-Licensed Materials”) or that is available under open source or free software licenses. The In-Licensed Materials may be subject to additional terms and conditions, as identified on https://esvyda.net/en/terms/ or as otherwise made available to Customer. To the extent ESVYDA! INC uses open source software in the Software, the terms and restrictions set forth herein shall not prevent or restrict Customer from exercising additional or different rights to such open source software in accordance with the applicable open source licenses.

d. Governing Law and Jurisdiction. Except as otherwise provided in Schedule A (if applicable), this Agreement, and the rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with the

Federal laws of the United States. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply.

e. Assignment. Neither party may assign this Agreement without prior written consent of the other party. Any assignment in violation of this Section 12.e shall be void. Subject to the foregoing, all rights and obligations of the parties under this

Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.

f. Data Communications. ESVYDA! INC shall only collect, access, use, store, safeguard, disclose and transfer (“Process”)

Personal Information (i) for the purposes of this Agreement, including without limitation, to implement and deliver the SaaS

Product and its features and associated services, provide Customer support, and help Customer prevent or address service or technical problems, (ii) as otherwise expressly permitted by Customer in writing, or (iii) as compelled by law. Customer shall make such disclosures, obtain such consents, and provide such access, choices and other applicable rights to individual users with regard to the Processing of Personal Information as are required under applicable law, rules or regulations. “Personal Information” means any information relating to an identified or identifiable individual user that is obtained by or communicated to ESVYDA! INC by Customer in performance by ESVYDA! INC of its obligations under this

Agreement. ESVYDA! INC collects, analyzes, and uses aggregated, de-identified technical data and related information (such as product or feature usage, device metrics/metadata and/or mobile application usage) to facilitate market research, product development/improvement and to provide support and maintenance services. ESVYDA! INC may use, store, or disclose such information or material derived from such information, as long as it is in a form that does not identify or is not attributable to any individual.

g. Reserved.

https://esvyda.net/en/terms/

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h. Publicity. ESVYDA! INC may publicly disclose that Customer is a customer of ESVYDA! INC and a licensee of the SaaS

Product, including in a list of ESVYDA! INC customers and other promotional materials to the extent permitted by the General

Services Acquisition Regulation (GSAR) 552.203-71.

i. Independent Contractor. The parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.

j. Customer Affiliates. An Affiliate may purchase ESVYDA! INC products and/or services either by executing a participation agreement with ESVYDA! INC or through ESVYDA! INC’s acceptance of an Order issued by such Affiliate or Authorized

Reseller (as applicable). Upon execution of a participation agreement by Affiliate or, if the Affiliate issues a purchase order referring to this Section 12.j, that is accepted by ESVYDA! INC, such Affiliate shall be deemed to have purchased such products and/or services hereunder, and such Affiliate shall be bound by and shall comply with the terms and conditions of this Agreement as a “Customer” under the Agreement.

k. Waiver & Severability; Amendments. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of any other provision or any subsequent breach. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement may only be amended, or any term or condition set forth herein waived, by written consent of both parties.

l. Notices. Except as otherwise provided in this Agreement, all legal notices to Customer will be given in writing to any

Customer address listed on the applicable Order. All legal notices to ESVYDA! INC will be given in writing to: ESVYDA! INC, Inc., 293 Esther Ave Campbell. CA 95008. Such notices will be effective (a) when personally delivered, (b) on the reported delivery date if sent by a recognized international or overnight courier or by fax, or (c) five business days after being sent by registered or certified mail (or ten days for international mail). For clarity, purchase orders, invoices, and other documents relating to order processing and payment are not legal notices and may be delivered electronically in accordance with

ESVYDA! INC and Customer’s standard ordering procedures.

m. Entire Agreement. This Agreement consists of these terms and conditions, and the attached schedule(s), which are incorporated by reference. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and cancels all prior agreements, representations, communications, and understandings of the parties, written or oral, relating to such subject matter, and is not intended to confer upon any person other than the signatories below any rights or remedies. This Agreement prevails over any conflicting, or additional terms of any ordering document, acknowledgment, confirmation, or other document issued by Customer before or after the execution of this

Agreement unless such conflicting or additional terms have been introduced via an amendment and accepted in writing by both parties. The headings of sections of this Agreement are for convenience and are not for use in interpreting this

Agreement.

HIPAA BUSINESS ASSOCIATE AGREEMENT

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1) Recitals:

A. _____________________________, as a “Covered Entity” (defined below) wishes to disclose certain information to ESVYDA! Inc., hereafter known as the “BUSINESS ASSOCIATE” (defined below) pursuant to the terms of the Agreement, some of which may constitute Protected Health Information (“PHI”) (defined below).

B. _____________________________., And ESVYDA! Inc. intend to protect the privacy and provide for the security of PHI disclosed to ESVYDA! Inc. pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), the Health Information and Technology for Economic and Clinical Health Act, Public Law 111-

005 (“the HITECH Act”), and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the

“HIPAA Regulations”) and other applicable laws.

C. As part of the HIPAA Regulations, the Privacy Rule and Security Rule (defined below) requires

_________________________________., to enter into an Agreement containing specific requirements with ESVYDA! INC., prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations (“C.F.R”) and contained in this Agreement.

The parties agree as follows:

2) Definitions:

“HIPAA” collectively means the administrative simplification provision of the Health Insurance portability and Accountability

Act, enacted by the USA congress, and its implementing regulations, including privacy rule, the Breach Notification Rule, and the Security Rule, as amended from time to time, including by the Health Information technology for Economic and Clinical

Health (“HITECH”) Act and by the modifications to the HIPAA Privacy, Security, Enforcement and Breach Notification rules under the Health Information Technology for Economic and Clinical health Act and the Genetic Information Nondiscrimination

Act; Other Modifications to the HIPAA Rules; Final Rule.

A. Breach shall have the meaning given to such term under the HITECH Act [42 U.S.C. Section 17921].

B. Business Associate shall have the meaning given to such term under the Privacy Rule, the Security Rule, and the HITECH

Act, including, but not limited to, 42 U.S.C. Section 17938 and 45 C.F.R. Section 160.103.

C. Covered Entity shall have the meaning given to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. Section 160.103.

D. Designated Record Set shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45

C.F.R. Section 164.501

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E. Electronic Protected Health Information means Protected Health Information that is maintained in or transmitted by electronic media.

F. Electronic Health Record shall have the meaning given to such term in the HITECH Act, including, but not limited to, 42 U.S.C.

Section 17921.

G. Health Care Operations shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45

C.F.R. Section 164.501.

H. Privacy Rule shall mean the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and E.

I. Protected Health Information or PHI means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to the term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501. Protected Health

Information includes Electronic Protected Health Information. [45 C.F.R. Sections 160.103, 164.501]

J. Protected Information shall mean PHI provided by __________________ , to ESVYDA! Inc. or created or received by ESVYDA!

Inc. on behalf of ________________________., K. Security Rule shall mean the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and C.

I. Unsecured PHI shall have the meaning given to such term under the HITECH Act and any guidance issued pursuant to such

Act including, but not limited to, 42 U.S.C. Section 17932(h).

3) Obligations of ESVYDA! Inc.:

A. Permitted Uses: ESVYDA! Inc. shall not use Protected Information except for the purpose of performing ESVYDA! Inc., obligations under the Agreement as permitted under the Agreement. Further, ESVYDA! Inc. shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule or the HITECH Act if so used by

_________________________________, However, ESVYDA! Inc. may use Protected Information (i) for the proper management and administration of ESVYDA! Inc. or (ii) to carry out the legal responsibilities of ESVYDA! Inc. [45 C.F.R. Sections 164.504(e)(2)(i), 164.501(e)(2)(ii)(A) and 164.504(e)(4)(i)]

B. Permitted Disclosures: ESVYDA! Inc. shall not disclose Protected Information except for the purpose of performing

ESVYDA! Inc., obligations under the Agreement and as permitted under the Agreement. ESVYDA! Inc. shall not disclose

Protected Information in any manner that would constitute a violation of the Privacy Rule or the HITECH Act if so disclosed by

______________________________., If ESVYDA! Inc., discloses Protected Information to a third party, ESVYDA! Inc., must obtain, prior to making any such disclosure, (i) reasonable written assurances from such third party that such Protected Information will be held confidential as provided pursuant to this Agreement and only disclosed as required by law or for the purposes for which it was disclosed to such third party, and (ii) a written agreement from such third party to immediately notify ESVYDA!

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Inc., of any breaches of confidentiality of the Protected Information, to the extent it has obtained knowledge of such breach

[42 U.S.C. Section 17932; 45 C.F.R. Sections 164.504(e)(2)(i), 164.504(e)(2)(i)(B), 164.504(e)(2)(ii)(A) and 164.504(e)(4)(ii)].

C. Prohibited Uses and Disclosures: ESVYDA! Inc., shall not use or disclose Protected Information for fundraising or marketing purposes. ESVYDA! Inc., shall not disclose Protected Information to a health plan for payment or health care operations purposes if the patient has requested this special restriction, and has paid out of pocket in full for the health care item or service to which PHI solely relates [42 U.S.C. Section 17935(a)]. ESVYDA! Inc., shall not directly or indirectly receive remuneration in exchange for Protected Information, except with prior written consent of _______________________., and as permitted by the HITECH Act, 42 U.S.C. Section 17935(d)(2); however this prohibition shall not affect payment by

_____________________________., to ESVYDA! Inc., for services provided pursuant to the Agreement.

D. Appropriate Safeguards: ESVYDA! Inc., shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information otherwise than as permitted by the Agreement, including, but not limited to, administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the

Protected Information, in accordance with 45…