Platform Terms

Last updated 17 August 2026

This Subscription Agreement (the "Agreement") is made between the Awell entity identified in the Order ("Awell") and the company identified as the customer in the Order ("Customer"). The Awell entity is either Awell Health, Inc., 600 N Broad Street, Suite 5 #761, Middletown, DE 19709, United States, or Awell Health BV, Kortrijksesteenweg 1126A, 9051 Sint-Denijs-Westrem, Belgium.

For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows.

These are Awell's standard terms for the Awell Platform, and they apply to every Order by default. Where Awell and Customer have signed a separate written agreement covering the same subject matter, whether an Awell-issued addendum or Customer's own contract paper, that agreement prevails over these Terms to the extent of any conflict, and these Terms continue to apply to everything it does not address. An Order may also override a specified provision of these Terms where it expressly identifies the provision being overridden. Section 14.7 sets this out operatively.

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings.

1.1. "Affiliate" means, with respect to a Party, any entity that currently or in the future controls, is controlled by, or is under common control with that Party for so long as that control exists, where "control" means ownership of more than fifty percent (50%) of the outstanding securities representing the right to vote for the election of directors or other managing authority.

1.2. "AI/LLM" means artificial intelligence, machine learning and logic learning machine functionality included in the Awell Platform.

1.3. "API" means any Awell application programming interface described in the API Materials.

1.4. "API Materials" means the technical documentation and materials for the API that Awell makes available to Customer, as updated from time to time.

1.5. "Applicable Law" means all laws, rules, regulations and other proclamations having the effect of law anywhere throughout the world that are applicable to any activity carried out or proposed to be carried out by a Party under this Agreement.

1.6. "Authorized User" means any employee or designee of Customer who Customer authorizes to access the Awell Platform on its behalf in accordance with this Agreement and the Platform Documentation, and who has been supplied access credentials.

1.7. "Awell Data" means any data, information or other routines generated by or on behalf of Awell through any automated data analysis, processing or other operation or use of the Awell Platform.

1.8. "Awell Developed IP" means any technology in any form or medium, including software and other works of authorship, data, databases and collections of data, inventions (whether or not patentable), discoveries, trade secrets, confidential information, processes, know-how and techniques, in each case conceived, developed or reduced to practice by or on behalf of Awell in connection with this Agreement.

1.9. "Awell Materials" means the API, API Materials, Awell Platform, Platform Documentation and Awell Developed IP, and any other software, technology or components developed by or on behalf of Awell, including custom-developed frontend components.

1.10. "Awell Platform" means Awell's proprietary cloud-based software platform, designed to enable end-users to build, run, operate, orchestrate, optimize and deploy Care Flows pursuant to Customer's or an Authorized User's independent judgment. The version made available to Customer is described in the Order. In all cases the Awell Platform consists of, among other features: (a) a digital environment in which Care Flows can be built; (b) hosted software that helps operate and run Care Flows; and (c) technology tools, such as calculator tools based on established medical guidelines or formulas described in scientific publications, all of which can be verified independently by end-users or Customer (the "Calculator Tools"). Certain features may include AI/LLM functionality.

1.11. "BAA" means the Business Associate Agreement between the Parties, where Customer is a covered entity or business associate under HIPAA and uses the Awell Platform to process Protected Health Information.

1.12. "Care Flow" means a sequence of activities or a clinical management protocol determined and controlled solely by Customer to assist Customer in managing its clinical practice and workflow, including Customer-driven protocols, modules, workflows, Calculator Tools and materials.

1.13. "Confidential Information" means any information disclosed, directly or indirectly, by or on behalf of one Party (the "Discloser") to the other (the "Recipient") under this Agreement that is designated as confidential, or that should reasonably be expected to be treated as confidential based on the circumstances of its disclosure and the nature of the information. The Awell Materials are Awell's Confidential Information and the Customer Materials are Customer's Confidential Information. Confidential Information does not include information that: (a) is or becomes generally known and available to the public through no act or omission of the Recipient; (b) was already in the Recipient's possession without a duty of confidentiality at the time of disclosure, as shown by the Recipient's contemporaneous records; (c) is lawfully obtained by the Recipient from a third party entitled to make the disclosure; or (d) is independently developed by the Recipient without breach of any obligation and without use of or reference to the Discloser's Confidential Information.

1.14. "Customer Applications" means the software applications owned or controlled by Customer and described in the applicable Order.

1.15. "Customer Care Flow" means Customer's specific Care Flows, together with any content or materials made available to Awell by or on behalf of Customer for inclusion in configuring them.

1.16. "Customer Data" means all data, information or other material transmitted to the Awell Platform by or on behalf of Customer or any Patient, including via the API, excluding Awell Data and Customer Care Flow.

1.17. "Customer Materials" means the Customer Data and the Customer Care Flow, collectively.

1.18. "Customer Systems" means Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems and networks, whether operated directly by Customer or through third-party services.

1.19. "DPA" means the Data Processing Agreement published at security.awellhealth.com, or a data processing agreement signed by the Parties where they have entered into one.

1.20. "Maintenance Release" means any update, upgrade, release or other adaptation or modification of the Awell Platform or Platform Documentation that Awell makes generally available to all of its customers without additional fees during the Subscription Term.

1.21. "New Version" means any new version of the Awell Platform or Platform Documentation that Awell, in its sole discretion, publicly releases and markets generally as a distinct licensed product, excluding any Maintenance Release.

1.22. "Order" means a mutually executed order form referencing and incorporating the terms of this Agreement.

1.23. "Party" means Awell or Customer individually, and "Parties" means both collectively.

1.24. "Patient" means any individual identified or designated by Customer as a patient, and whom Customer may track or engage with through the Awell Platform in accordance with Customer's own independent medical judgment.

1.25. "Platform Documentation" means any documentation Awell makes available to Customer, in any medium or format, describing the features or requirements of the Awell Platform.

1.26. "Professional Services" means the implementation, training, consulting or other platform-related or technology-related support services identified in an Order.

1.27. "Referenced Documents" means the DPA, the subprocessor list, and the description of Awell's technical and organizational security measures, each published and maintained at security.awellhealth.com and each incorporated into this Agreement by reference.

1.28. "Subscription Term" means the subscription term for access to the Awell Platform set forth in an Order.

1.29. "Territory" means the territories indicated in the Order.

2. Services

2.1. License from Awell

Awell grants to Customer during the Subscription Term a non-exclusive, non-transferable (except under Section 14.3) right in the Territory to:

(a) allow Authorized Users to access and use the Awell Platform and Platform Documentation in accordance with this Agreement and the Platform Documentation;
(b) where API access is selected in the Order, allow Authorized Users to access and use the API as necessary to integrate the Awell Platform with the Customer Applications, and the API Materials as necessary to exercise that right, in each case to enable the Customer Applications to interoperate with the Awell Platform; and
(c) where access through an Awell-provided and hosted user interface is selected in the Order, allow Patients to access and use the features and functionalities accessible on that interface in accordance with this Agreement and the Platform Documentation.

The rights in this Section 2.1 are not sublicensable.

2.2. License from Customer

Customer grants to Awell during the Subscription Term a non-exclusive, irrevocable (subject to Customer's rights to terminate this Agreement), non-transferable (except under Section 14.3), royalty-free and worldwide right to:

(a) host, use, store, reproduce, modify and otherwise process the Customer Materials to provide the Awell Platform;
(b) derive or generate information from use of the Awell Platform that does not identify Customer or any natural person, such as technical logs, data and learnings about Customer's use of the Awell Platform, in order to track use of the Awell Platform, maintain and support it, monitor its performance and stability, prevent or address technical issues, improve it and other products and services, develop new products and services, and for other lawful business purposes such as analytics, benchmarking and reporting; and
(c) where access through an Awell-provided and hosted user interface is selected in the Order, display and apply Customer's trademarks, service marks, logos and other indicators of origin ("Customer Marks") on that interface as described in the Order.

The rights in this Section 2.2 are sublicensable by Awell to its Affiliates and to subcontractors permitted under Section 14.3. Awell will not use Customer Materials to train or fine-tune any AI/LLM model made available to other customers, and imposes the same restriction on its AI/LLM providers. The right in Section 2.2(b) does not permit Awell to use Protected Health Information other than as the BAA permits, or personal data other than as the DPA permits.

2.3. Authorized Users

Customer is solely responsible for: (a) identifying and authenticating all Authorized Users; (b) approving their access to the Awell Materials; (c) protecting against unauthorized access; (d) maintaining the confidentiality of usernames, passwords and account information; (e) ensuring that only duly trained and qualified individuals who hold the licenses, certifications or other authorizations required to use the Awell Platform in connection with applicable healthcare activities access and use it, and providing documentation on Awell's reasonable request to demonstrate compliance; and (f) all activities occurring under its and its Authorized Users' credentials. Customer will enable multi-factor authentication or single sign-on where the Awell Platform offers it. On expiry or termination of an Authorized User's employment or engagement, that person's right of access immediately expires and Customer will revoke it. Awell is not responsible for any harm arising from the acts or omissions of Authorized Users. Customer will notify Awell without undue delay of any actual or suspected breach of this Agreement by an Authorized User. A breach by an Authorized User is deemed a breach by Customer.

2.4. Professional Services

Awell will use commercially reasonable efforts to perform the Professional Services, if any, set forth in each Order. Nothing in this Agreement prevents Awell from developing similar work product or deliverables for other customers. Any Awell Developed IP that Awell incorporates into the Awell Platform is covered by the license in Section 2.1 solely to the extent it is so incorporated.

2.5. Monitoring; Suspension

Awell may, but is not obliged to, monitor Customer's use of the Awell Platform. Awell may, in its reasonable discretion, suspend access to the Awell Materials if: (a) Customer is in breach of this Agreement; (b) use of the Awell Materials poses a security risk to any information technology assets or systems; (c) Customer's use violates, misappropriates or infringes the rights of Awell or a third party; (d) a defect or performance issue adversely affects Awell's systems, or Customer's use imposes unexpected or excessive demands on them; or (e) Applicable Law prohibits Awell from performing its obligations.

Awell will limit any suspension to what is necessary to address the cause, will give Customer as much prior notice as the circumstances reasonably allow, and will restore access promptly once the cause is resolved. Awell will not suspend access where it knows the suspension will interrupt the delivery of care without first notifying the contact Customer provides during onboarding and allowing a reasonable opportunity to respond, except where an immediate and serious security risk makes that impossible.

2.6. Restrictions

Customer may not, directly or indirectly, and may not authorize any third party including any Authorized User to: (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, structure, ideas, algorithms or associated know-how of the Awell Materials, or reconstruct or discover any hidden or non-public elements of them, except to the extent expressly permitted by Applicable Law notwithstanding this restriction; (b) translate, adapt or modify the Awell Materials; (c) write or develop any program based upon the Awell Materials, or otherwise use any portion of them to develop, distribute or make accessible products or services that compete with them, to the fullest extent permitted by Applicable Law; (d) sublicense, sell, transfer, assign, lease, rent, distribute or grant a security interest in the Awell Materials; (e) use any portion of the Awell Materials for any purpose other than as expressly authorized in this Agreement; (f) alter or remove any trademarks or proprietary notices; (g) circumvent or interfere with any authentication or security measure of the Awell Platform, or otherwise interfere with or disrupt its integrity or performance; (h) use any portion of the Awell Materials in violation of Applicable Law; or (i) transmit to or from the Awell Platform any unlawful, infringing, harmful or other data or code, provided that if Customer knows or suspects it has done so it will immediately notify Awell in writing and provide reasonable assistance to identify and delete the data or code.

2.7. Feedback

Customer may provide Awell with ideas, suggestions or feedback relating to any aspect of the Awell Materials ("Feedback"). Feedback is non-confidential, and Customer grants Awell a non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free and worldwide license to implement, use, modify or otherwise exploit it without restriction, fees, attribution or other obligation. Customer will not include Confidential Information or personal data in Feedback.

2.8. User Agreement and Privacy Notice

(a) Where Customer grants Patients access to the Awell Platform, Customer will enter into an enforceable written contract with each Patient governing that access and use, consistent in all material respects with this Agreement and compliant with Applicable Law (each a "User Agreement"). Customer must require each Patient to enter into the User Agreement before obtaining access, and each User Agreement must remain in effect for as long as the Patient accesses or uses the Awell Platform. Customer will notify Awell as soon as reasonably practicable of any material breach of a User Agreement that could reasonably be expected to result in the misappropriation or infringement of intellectual property rights owned or controlled by Awell.
(b) Customer will provide all Patients with a written notice disclosing Customer's and Awell's collection, use and disclosure practices with respect to Customer Data, compliant with Applicable Law, before any Patient obtains access to or uses the Awell Platform (the "Privacy Notice"). The Privacy Notice must give Patients the notices and disclosures required under Applicable Law to enable Awell to process Customer Data as contemplated by this Agreement. Customer will provide to or obtain from Patients any other notice, disclosure, consent, authorization or permission required by Applicable Law for the same purpose. Awell has no obligation to gather, and no liability for failure to gather, any of them.
(c) The User Agreement and Privacy Notice will be on documentation prepared by Customer and may, but need not, name Awell specifically.

3. Awell Obligations

3.1. Support Services; Service Levels

Awell will provide the technical support services and service level commitments set forth in the Order.

3.2. Updates

Awell will provide Customer with all Maintenance Releases, and Customer is required to accept them. All Maintenance Releases are licensed to Customer under Section 2.1. This Agreement gives Customer no right to receive New Versions, which must be agreed in an amendment to this Agreement or a separate written agreement.

3.3. Security

Awell will implement and maintain appropriate technical and organizational measures to protect Customer Materials against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing.

Those measures include encryption in transit and at rest, role-based access control with multi-factor authentication, logging and monitoring, segregation of customer environments, secure development practices, and regular testing including annual penetration testing. Awell maintains an information security management system certified to ISO 27001 and reports annually under SOC 2, and will make its current certificate and report available to Customer on request.

Awell may change its security measures during the Subscription Term provided the overall level of protection is not reduced. The current description of those measures is published at security.awellhealth.com and forms one of the Referenced Documents.

3.4. Security Incidents

Awell will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Materials. The notification will describe the nature of the incident, the categories and approximate volume of data and individuals concerned, the likely consequences, and the measures taken or proposed. Where Awell cannot provide all of that at once it will provide information in phases without undue further delay. Awell will assist Customer with Customer's own notification obligations. Where the BAA applies, its notification terms govern in respect of Protected Health Information.

3.5. Data Residency

Customer may instruct Awell in an Order to host the Customer Data in a particular country or region offered by Awell (the "Designated Region"), and Awell will not host the Customer Data outside the Designated Region. Where the Order so specifies, Awell will further ensure that only personnel physically located in a specified country or region may access Customer Data, except where Customer gives prior written consent on a case-by-case basis. Transfers of personal data outside the Designated Region that are necessary to provide the Awell Platform are governed by the DPA.

4. Customer Obligations

4.1. Customer Systems; Customer Materials

Notwithstanding anything to the contrary, Customer: (a) has and will retain sole control over the security, operation, maintenance and management of, and all access to and use of, the Customer Systems, and is solely responsible for obtaining all internet connectivity necessary to access and use the Awell Platform; (b) will at all times during the Subscription Term set up, maintain and operate in good repair all Customer Systems through which the Awell Platform is accessed, provide Awell personnel with such access to the Customer Systems as is necessary for Awell to perform its obligations, and provide all cooperation and assistance Awell reasonably requests for the same purpose; and (c) is solely responsible for any security vulnerability, and the consequences of it, arising from Customer Materials, including any virus, Trojan horse, worm or other programming routine in Customer Materials that could limit or harm the functionality of a computer or damage, intercept or expropriate data.

4.2. Failure or Delay

Awell is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement, including any unavailability, error, defect or other issue in the Customer Systems or Customer Materials (each a "Customer Failure").

4.3. Lawfulness of Customer Materials

Customer is responsible for the lawfulness of the Customer Materials and of the instructions it gives Awell, including for having a lawful basis to collect and process the personal data it submits and for providing any notice or obtaining any consent required from Patients or other individuals.

4.4. SMS and Electronic Communications

Where Awell sends Patients SMS text messages or other electronic communications in connection with the Awell Platform, Customer will obtain all consents, permissions and authorizations from, and provide all notices and disclosures to, Patients as required by Applicable Law, including the Telephone Consumer Protection Act of 1991 (TCPA) and any applicable electronic marketing or telecommunications law, so that Awell may send those communications in compliance with Applicable Law.

5. Clinical Responsibility and Regulatory Status

The following allocations of responsibility are fundamental to this Agreement and to the fees charged under it.

5.1. Awell does not practice medicine

Awell and the Awell Platform do not provide medical advice to any person or entity. None of the information or technology tools provided through the Awell Platform has the ability to diagnose, treat, prescribe, or perform any automated task that constitutes the practice of medicine. The Awell Platform provides technology tools and technology-related services intended to facilitate or assist Customer's management of its own clinical practice and workflow.

5.2. Customer controls clinical decisions

Customer is solely and exclusively in control of the use of the Awell Platform and any technology tools within it, including how the Awell Platform engages with Customer's Patients. Customer assumes all liability arising out of clinical decisions, patient care, and all interactions with Patients. Nothing in this Agreement alters or otherwise affects the legal, ethical or professional relationships among Customer, its Authorized Users and Patients, nor abrogates any right, privilege or obligation arising from or related to the physician-patient relationship.

5.3. Care Flow safety

Customer is solely responsible for the clinical content, safety, appropriateness and validity of its Care Flows, and for ensuring that each Care Flow is reviewed and approved by a suitably qualified person before it is used with Patients and re-reviewed at intervals appropriate to its clinical risk. Customer is responsible for its own clinical risk management, including any clinical safety case, hazard log or equivalent required by the standards applicable to it. Awell will provide the information about the Awell Platform that Customer reasonably requires for that purpose.

5.4. Human oversight of automation

Customer will maintain human oversight of automated steps in its Care Flows proportionate to the clinical risk of each step, and will not use the Awell Platform to automate a decision that Applicable Law requires a natural person to make.

5.5. Calculator Tools and AI/LLM output

Calculator Tools and AI/LLM tools included in the Awell Platform are supplementary aids intended to assist medical caregivers in their decision-making, and are not to replace independent medical judgment. Output generated by AI/LLM functionality is produced probabilistically and may contain errors or be inaccurate, particularly where it relies on third-party or external data. While Awell uses commercially reasonable efforts to ensure the functionality of these tools, Awell makes no representation or warranty regarding the accuracy, completeness or fitness of their output. Customer is responsible for reviewing output before it is relied on. Awell will make available the information about an AI/LLM feature that Customer reasonably requires to meet its own transparency and oversight obligations, and lists the providers of that functionality in the subprocessor list.

5.6. Not a medical device

The Awell Materials are not intended to diagnose, treat, mitigate, cure or prevent any disease, and accordingly are not a medical device. Where Customer uses the Awell Materials to create software functions that are regulated as medical devices, in-vitro diagnostic devices, or regulated artificial intelligence systems, Customer is solely and exclusively responsible and liable for determining that regulatory status and for obtaining all regulatory authorizations and meeting all obligations that follow, including conformity assessment, registration, clinical evaluation, post-market surveillance and vigilance reporting.

5.7. Not for monitoring, records or urgent communication

The Awell Platform is not intended for automated patient monitoring, or for monitoring that uses a device regulated by the FDA, the EMA or an equivalent authority, including any remote monitoring device transmitting physiological data to the Awell Platform, where Customer relies on the Awell Platform as the first or primary source of clinical information for clinical decision-making. The Awell Platform is not intended for use as, or to replace, Customer's medical records or electronic health records, or any system intended to receive, transmit, create, secure or maintain those records, and Awell is not responsible for Customer's compliance with medical records retention laws.

The Awell Platform must not be used as the sole or primary channel for emergency or time-critical clinical communication or escalation. Customer will maintain alternative or backup methods of communicating with Patients, and will inform its Authorized Users and Patients accordingly.

5.8. Accuracy of exchanged information

Awell is not obliged to monitor or confirm the accuracy of any information exchanged between or among Customer, Authorized Users and Patients.

5.9. Regulatory cooperation

Each Party will notify the other without undue delay if it becomes aware of an incident, regulatory enquiry or field safety issue relating to the Awell Platform, and will cooperate reasonably in responding to it.

6. Data Protection

6.1. Personal data

Where Awell processes personal data on Customer's behalf in providing the Awell Platform, the DPA applies and is incorporated into and forms part of this Agreement. Customer agrees to the DPA by executing an Order, and no separate signature is required. Customer is the controller and Awell is the processor, or, where Customer is itself a processor acting for another controller, Awell is a subprocessor. Where the Parties have signed a separate data processing agreement or addendum, that document prevails over the published DPA to the extent of any conflict.

6.2. Protected Health Information

Where Customer is a covered entity or business associate under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and uses the Awell Platform to process Protected Health Information, the Parties will enter into the BAA, which governs that processing and is incorporated into this Agreement. In the event of conflict, the BAA prevails as to Protected Health Information.

6.3. Compliance

Each Party will comply with the data protection laws applicable to it, including HIPAA, Regulation (EU) 2016/679 (GDPR), the UK GDPR and the Data Protection Act 2018, in each case if and to the extent applicable.

6.4. Subprocessors

Customer gives Awell general written authorization to engage subprocessors to process personal data in providing the Awell Platform. The current subprocessors, what each is used for, and where each processes personal data are published at security.awellhealth.com. Awell will publish any intended addition or replacement at that location at least thirty (30) days before the subprocessor begins processing, and will notify subscribers to the Trust Center by email at the same time. Customer may subscribe at that location, and Awell enrolls the data protection contact Customer provides during onboarding. Customer is responsible for keeping that contact current and for notifying Awell of any change. Customer's right to object, and the consequences of an objection, are set out in the DPA. Awell imposes data protection obligations on each subprocessor no less protective than those in the DPA and remains liable for their performance.

6.5. Audit and assurance

Awell will make available to Customer the information necessary to demonstrate compliance with its obligations as a processor. Awell satisfies that in the first instance through the certifications, audit reports, penetration test summary and completed security questionnaire available at security.awellhealth.com. Customer's further audit rights are set out in the DPA.

7. Fees; Payment

7.1. Fees

Customer will pay Awell all fees of the type and in the amounts set forth in the applicable Order (the "Fees"). If Fees for Professional Services are not set forth in an Order, those Professional Services will be charged at Awell's then prevailing time and materials rates.

7.2. Payment terms

Unless the Order provides otherwise, all Fees are billed in advance. Invoices are due and payable in the currency stated in the Order within thirty (30) days after the invoice date, without deduction or setoff. Interest accrues on overdue undisputed amounts from the due date at the lesser of 1.5% per month or the highest rate allowed by Applicable Law, or, where the governing law is Belgian law, at the statutory rate for commercial transactions.

7.3. Disputed amounts

Customer will not be treated as late in respect of an amount it disputes in good faith and notifies to Awell within thirty (30) days of the invoice date, provided Customer pays the undisputed balance when due and works with Awell in good faith to resolve the dispute promptly.

7.4. Taxes

Customer is responsible for all sales, use, value added, excise and similar taxes, fees and duties arising out of this Agreement, other than taxes based on Awell's net income. Where Customer is required by law to withhold tax, Customer will gross up the payment so that Awell receives the amount it would have received had no withholding been required.

7.5. Fee changes at renewal

Awell may change the Fees with effect from a renewal term by giving Customer at least sixty (60) days' notice before the end of the then-current term.

8. Proprietary Rights

8.1. Ownership

As between the Parties: (a) subject to the license granted in Section 2.1, Awell solely owns and retains all right, title and interest in and to the Awell Materials and Awell Data, including all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions, works of authorship and other technology in any form pertaining to the Awell Platform or to any other software, technology or materials developed by Awell (collectively, "Awell IP"), and Awell may use and exploit the Awell IP without restriction. Awell IP includes materials that incorporate contributions by non-Awell staff members. (b) Customer solely owns and retains all right, title and interest in and to the Customer Materials and Customer Marks, subject to the rights granted to Awell in Section 2.2.

If any ownership right in the Awell IP vests in Customer under Applicable Law, Customer assigns it to Awell to the fullest extent permitted, and where assignment is not permitted, waives it to the fullest extent permitted.

8.2. Reservation of rights

All rights not expressly granted are reserved. Neither Party grants the other any implied right or license under any theory.

9. Term and Termination

9.1. Term

This Agreement starts on the subscription start date set forth in the first Order executed by the Parties and continues, unless terminated earlier in accordance with this Agreement, until all Orders have expired or been terminated. The term of each Order begins on the date of last signature of that Order and continues until the end of the Subscription Term for that Order. Unless the Order provides otherwise, where an Order automatically renews, either Party may give at least thirty (30) days' notice of non-renewal before the expiration of the then-current term.

9.2. Termination for cause

Either Party may terminate this Agreement or any Order by written notice if the other Party is in material breach and does not cure that breach within thirty (30) days after written notice of it. Customer's non-compliance with Section 2.6 or Section 7 is deemed a material breach. Either Party may terminate immediately on written notice if the other becomes insolvent, enters administration or liquidation, or ceases to carry on business. The expiration or termination of one Order does not affect the term of any other Order then in effect.

9.3. Effect of termination

On the effective date of expiry or termination of this Agreement: (a) all Orders then in effect and all access to the Awell Materials terminate; and (b) all outstanding payment obligations of Customer become immediately due and payable.

Customer may export Customer Materials through the Awell Platform at any time during the Subscription Term and for thirty (30) days after its expiry or termination. On Customer's written request within that period, Awell will provide a copy of the Customer Materials in a structured, commonly used and machine-readable format, and will use commercially reasonable efforts to accommodate a reasonable request for an alternative format.

After that thirty (30) day period, Awell will delete or return the Customer Materials at Customer's election in accordance with the DPA and, where it applies, the BAA, and in any event will delete them within ninety (90) days, other than data held in routine backups, which is deleted on the ordinary backup cycle and remains protected by this Agreement and the DPA until it is. This Section 9.3 does not require Awell to delete anything Applicable Law requires it to retain.

9.4. Refunds

If Customer terminates for Awell's uncured material breach, Awell will refund prepaid Fees covering the period after termination. If Awell terminates for Customer's uncured material breach, Fees for the remainder of the then-current Subscription Term become due.

9.5. Survival

Sections 1, 2.3, 2.6, 2.7, 2.8, 4.1, 4.2, 4.3, 5, 6.1, 6.2, 7, 8, 9.3, 9.4, 10, 11, 12, 13 and 14, and any defined terms and provisions required to interpret or enforce them, survive termination or expiry.

10. Confidentiality

The Recipient will use the same efforts to protect the Discloser's Confidential Information from loss, alteration and unauthorized access, use or disclosure that it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable efforts. The Recipient may use the Discloser's Confidential Information only to perform its obligations and exercise its rights under this Agreement.

The Recipient will not disclose or provide access to the Discloser's Confidential Information to any third party except: (a) to the Recipient's employees, consultants and Affiliates with a need to know in order to perform its obligations, to subcontractors permitted under Section 14.3, and to its professional advisors, potential investors and potential acquirers (each a "Permitted Recipient"), in each case where bound by obligations of confidentiality no less protective than these; and (b) where compelled by Applicable Law, provided the Recipient gives the Discloser prior written notice to the extent legally permitted and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure.

The Recipient will promptly inform the Discloser in writing of any actual or suspected loss, alteration, or unauthorized access to, use or disclosure of Confidential Information. The Recipient is liable for any breach of this Agreement by its Permitted Recipients.

11. Representations and Warranties

11.1. Mutual

Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the full right, power and authority to enter into and perform its obligations and to grant the licenses it grants under this Agreement; (c) execution of an Order by the representative whose signature appears on it has been duly authorized; and (d) once an Order is executed by both Parties, this Agreement constitutes that Party's legal, valid and binding obligation, enforceable in accordance with its terms.

11.2. By Awell

Awell warrants that it will provide the Awell Platform and Professional Services with reasonable skill and care and in substantial conformity with the Platform Documentation, that it will not materially reduce the security of the Awell Platform during a Subscription Term, and that the Awell Materials do not to its knowledge contain malicious code. Customer's exclusive remedy for breach of the conformity warranty is for Awell to correct the non-conformity or, if it cannot do so within a reasonable period, for Customer to terminate the affected Order and receive a refund of prepaid Fees covering the period after termination.

11.3. By Customer

Customer represents, warrants and covenants that: (a) it will comply with all Applicable Law in using the Awell Platform; (b) it owns or otherwise holds, and will continue to hold, all rights in and relating to the Customer Materials and Customer Marks necessary for their use as contemplated by this Agreement, and that use does not and will not infringe, misappropriate or otherwise violate the rights of any third party or violate Applicable Law, and does not trigger any obligation to, or right of, any third party to receive consideration; and (c) each Care Flow has been reviewed and approved as Section 5.3 requires.

12. Indemnification

12.1. By Awell

Awell will defend, or at its option settle, any claim brought against Customer by a third party arising out of or relating to: (a) a breach of the warranties in Section 11.1; (b) Awell's gross negligence or willful misconduct; or (c) an allegation that Customer's use of the Awell Platform, during an active Subscription Term and in accordance with this Agreement, directly infringes the intellectual property rights of a third party (each a "Claim"). Awell will pay damages finally awarded, or amounts agreed in a monetary settlement, in any Claim it defends.

Awell has no obligation under this Section for: (x) use of the Awell Materials in combination with software, products, services, data or technologies not provided by Awell, to the extent the Awell Materials would not be infringing but for that combination; or (y) Customer's failure to use the Awell Materials in accordance with this Agreement.

Where a Claim under (c) is brought or threatened, Awell may at its option and expense: procure for Customer the right to continue using the infringing items; modify them to make them non-infringing; replace them with non-infringing technology of substantially similar capability; or, if none of those is commercially practicable, terminate the affected Orders and refund prepaid Fees covering the period after termination.

12.2. Exclusive remedy for infringement

SECTION 12.1 STATES AWELL'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

12.3. By Customer

Customer will defend, or at its option settle, any claim brought against Awell by a third party arising from or in connection with: (a) any use or misuse of the Awell Materials by Customer, its Authorized Users or its Patients; (b) any Care Flow, or any medical product or medical device, created by Customer using the Awell Materials; (c) any clinical or therapeutic decision based in whole or in part on the Awell Materials; or (d) Customer's breach of Section 2.8 or Section 4.4, in each case other than anything for which Awell must indemnify Customer under Section 12.1. Customer will pay damages finally awarded against Awell, or the amount of any settlement Customer enters into, in respect of any such claim.

12.4. Procedure

The indemnified Party will give the indemnifying Party prompt written notice of the claim, sole control over its defense and settlement, and all information and assistance reasonably requested, at the indemnifying Party's expense. A failure to give prompt notice relieves the indemnifying Party only to the extent it is materially prejudiced. The indemnifying Party will not enter into any settlement that imposes a non-financial obligation or an admission of liability on the indemnified Party without its prior written consent, not to be unreasonably withheld. The indemnified Party may participate in the defense at its own expense through counsel of its choosing.

13. Disclaimers; Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING TERMS APPLY.

13.1. Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 11.2, AWELL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM A COURSE OF DEALING OR RELIANCE. WITHOUT LIMITING THE FOREGOING, AWELL DOES NOT WARRANT THAT: (a) THE AWELL MATERIALS WILL BE ERROR-FREE OR UNINTERRUPTED; (b) THE AWELL MATERIALS WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE; (c) ANY DATA PROVIDED BY OR THROUGH THE AWELL MATERIALS, INCLUDING ANY THIRD PARTY CONTENT, WILL BE ACCURATE OR COMPLETE; OR (d) ANY PARTICULAR CLINICAL OR OPERATIONAL OUTCOME WILL BE ACHIEVED.

13.2. Excluded damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR ECONOMIC ADVANTAGE, AND COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS TERMINATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY.

13.3. Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. THIS CAP APPLIES TO ALL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LIABILITY ARISING FROM A BREACH OF SECTION 3.3 (SECURITY) OR SECTION 10 (CONFIDENTIALITY), AND FROM A PERSONAL DATA BREACH OR A BREACH OF THE DPA OR THE BAA.

13.4. Exclusions from the cap

SECTIONS 13.2 AND 13.3 DO NOT LIMIT LIABILITY FOR: DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; CUSTOMER'S OBLIGATION TO PAY FEES; OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13.5. Allocation of risk

THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THE FEES CHARGED, AND APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

14. General Provisions

14.1. Interpretation

Unless a clear contrary intention appears: any term defined in the singular includes the plural where the context requires; headings are for convenience only, are not part of this Agreement, and are not used in its interpretation; and "including" means "including, without limitation". Any ambiguity will be interpreted without regard to which Party drafted this Agreement or any part of it.

14.2. Changes

(a) Changes to the Awell Platform. Awell may make changes or updates to the Awell Materials during the Subscription Term, including to reflect changes in technology, industry practice and patterns of system use. No such change will result in a material reduction in the level of performance, functionality, availability or security of the Awell Materials during the Subscription Term.
(b) Changes to the Referenced Documents. Awell may update the Referenced Documents to reflect changes in Applicable Law, guidance from supervisory authorities, or the Awell Platform. Awell will publish each update at security.awellhealth.com. Where an update materially reduces Customer's rights or Awell's obligations, Awell will notify Customer at least thirty (30) days before it takes effect, using the data protection contact Customer provides during onboarding and the notification facility on the Trust Center, and the update takes effect at the start of Customer's next renewal term. All other updates take effect on the date published. Updates required to comply with Applicable Law take effect as that law requires. Awell will not make a change that materially reduces Customer's rights or Awell's obligations without Customer's agreement, except where required to comply with Applicable Law.
(c) Objection. If Customer objects in writing to an update that materially reduces its rights, and the Parties cannot reach agreement within thirty (30) days, Customer may terminate the affected Order on written notice and receive a refund of prepaid Fees covering the period after termination.
(d) Everything else. All other amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties. All waivers of rights must be made in writing by the Party waiving them.

14.3. Assignment; Subcontractors

Neither Party may assign this Agreement or any of its rights without the other's prior written consent, except that either Party may assign it in full, on notice to the other, as part of a corporate reorganization, to an Affiliate, or upon a change of control, consolidation, merger, or sale of all or substantially all of its business or assets related to this Agreement. Subject to that, this Agreement binds and benefits the Parties and their respective successors and permitted assigns. Awell may engage third parties to perform any of its obligations, including hosting and other services, and remains responsible for their compliance with this Agreement. Third parties that process personal data are subprocessors and Section 6.4 applies to them.

14.4. Force Majeure

Neither Party is liable for any failure or delay in performance due to a cause beyond its reasonable control, including act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure or degradation of the internet, but in all cases excluding the payment of Fees (a "Force Majeure"). The delayed Party must notify the other and use commercially reasonable efforts to correct the failure or delay.

14.5. Governing law; dispute resolution

(a) Where the Awell entity is Awell Health, Inc., this Agreement is governed solely by the laws of the State of Delaware, U.S.A., without regard to its conflict of laws provisions and excluding the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except for claims for equitable relief and claims regarding intellectual property rights or Confidential Information, which may be brought in any court of competent jurisdiction, any dispute arising under this Agreement will be finally settled under the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. by a single arbitrator appointed in accordance with those rules. The arbitration will take place virtually by teleconference, in the English language, and the award may be enforced in any court of competent jurisdiction. The prevailing Party is entitled to recover its out-of-pocket costs of the arbitration, including attorneys' fees.
(b) Where the Awell entity is Awell Health BV, this Agreement is governed by the law of Belgium, excluding its conflict of laws provisions and the 1980 U.N. Convention on Contracts for the International Sale of Goods, and the courts of Ghent have exclusive jurisdiction.

14.6. Publicity

Awell may use Customer's name and logo as a reference for marketing or promotional purposes on Awell's website and in communications with existing or potential customers, investors and acquirers, subject to any restriction stated in the Order. Neither Party will issue any press release or publish any publicly available statement or documentation describing the activities taking place under this Agreement without the other Party's prior written consent, not to be unreasonably withheld.

14.7. Application; entire agreement; order of precedence

(a) Default application. This Agreement is Awell's standard agreement for the Awell Platform and applies to every Order by default. Where the Parties have signed a separate written agreement covering the same subject matter, including a negotiated master agreement, an addendum, or Customer's own contract paper (each a "Negotiated Agreement"), that Negotiated Agreement prevails over this Agreement to the extent of any conflict. This Agreement continues to apply to any matter the Negotiated Agreement does not address.
(b) Order of precedence. All Orders, Referenced Documents and any Negotiated Agreement are incorporated into this Agreement. In the event of conflict, the following order of precedence applies, in each case only as to the subject matter of the conflict: (i) the BAA, as to Protected Health Information; (ii) the DPA, as to personal data; (iii) any Negotiated Agreement; (iv) the Order, where it expressly states that it overrides a specified provision of this Agreement and identifies that provision; (v) this Agreement; and (vi) the other Referenced Documents.
(c) Entire agreement. This Agreement, including all Orders, Referenced Documents and any Negotiated Agreement, is the sole agreement of the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements and understandings on that subject matter, except that no Negotiated Agreement is superseded, varied or otherwise affected by this Agreement, and each Negotiated Agreement continues in force in accordance with its own terms and with Section 14.7(a).
(d) Customer forms. No term of any purchase order, acknowledgement, vendor portal or other form provided by Customer modifies this Agreement, regardless of any failure by Awell to object to it.

14.8. Third party beneficiaries

This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in it confers on any other person any legal or equitable right, benefit or remedy, except that Customer's Affiliates and each Party's indemnified persons may enforce the provisions expressly made for their benefit.

14.9. Notices

Any notice under this Agreement is effective if it is: (a) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the address set forth in the Order for Customer, or the address in Section 14.13 for Awell; or (b) sent by electronic mail to the person set forth in the Order for Customer, or to legal@awellhealth.com for Awell, with notices concerning data protection copied to DPO@awellhealth.com. Either Party may change its address for notices by notifying the other in accordance with this Section. Notices are deemed given two (2) business days after mailing, one (1) business day after delivery to a courier, and on the same day for electronic mail. Any notice threatening litigation or alleging breach of this Agreement must be sent by method (a).

14.10. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment or fiduciary relationship, and neither Party has authority to contract for or bind the other.

14.11. Severability

If any provision is held unenforceable by a court of competent jurisdiction: it will be severed; the court will replace it with a provision that most closely reflects the Parties' original intent to the fullest extent permitted by Applicable Law; and the rest of this Agreement remains in full force and effect.

14.12. Counterparts

An Order may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute a single agreement.