TigerConnect End-User License Agreement

1. THE PARTIES

This End User License Agreement (this “EULA”) governs your, or the company or entity on whose behalf you entered this EULA or that is identified on the applicable Order Form (“Subscriber”), use of the Services as made available by TigerConnect, Inc. (“TigerConnect”).

For purposes of this EULA, (i) “Order Form” means an order form or other ordering document between Subscriber and either TigerConnect or a duly-authorized channel partner (i.e., distributor or reseller of the Services) of TigerConnect that references this EULA and grants Subscriber the right to use the Services; (ii) “Services” means the online technology platform offered by TigerConnect that enables collaboration amongst healthcare professionals, and related services (as applicable), as more particularly described in an Order Form. In the event of a conflict or inconsistency between this EULA and an Order Form, then the terms of the Order Form shall govern and control.

Each of Subscriber and TigerConnect may be referred to herein as a “party,” and Subscriber and TigerConnect together may be referred to as the “parties.”

2. PERMITTED USES AND RESTRICTIONS

Subject to the terms of this EULA, during the applicable EULA Term (defined below), TigerConnect grants Subscriber a limited, non-exclusive, non-transferable and non-sublicensable right for Subscriber to use the Services in conjunction with Subscriber’s business purposes solely to enable Subscriber’s Authorized Users to communicate and collaborate in their capacity as healthcare professionals utilizing the functionality offered through the Services, in accordance with this EULA, the Order Form, and any of TigerConnect’s applicable documentation (including user guides, reference guides, manuals, and other instructional, technical, and specification-related materials associated with the Services supplied or made available by TigerConnect) (“Documentation”).

If the Services include “Patient Engagement” (as set forth in an applicable Order Form or SOW), the additional terms and restrictions set forth on Exhibit A, attached hereto, shall apply to such Services, and Subscriber will comply with Exhibit A.  If the Services include “Physician Scheduling” (as set forth in an applicable Order Form or SOW), the additional terms and restrictions set forth on Exhibit B, attached hereto, shall apply to such Services, and Subscriber will comply with Exhibit B. Should Subscriber wish to add additional Services beyond those in the initial Order Form, Subscriber will notify TigerConnect and TigerConnect may provide Subscriber with an additional Order Form that must be approved in writing by Subscriber before any additional Services apply. Order Forms are incorporated into and governed by this EULA by reference hereof.

Subscriber may authorize its employees, contractors, and affiliates (and other individuals subject to TigerConnect’s prior written approval) to use the Services (its “Authorized Users”), subject to the maximum number of Authorized Users indicated in the applicable Order Form. Any Authorized Users provisioned on the system or otherwise using the Services will be subject to the per-seat license charge (or other prorated charge if the license is on other than a per-seat basis) set forth in the applicable Order Form for the remainder of the subscription term indicated in such Order Form. Subscriber will at all times be fully liable and responsible for the acts and omissions of each Authorized User, including ensuring each Authorized User’s compliance with this EULA as if such Authorized User was Subscriber.

Subscriber is granted permission to access, download and use the Services, provided that Subscriber shall not (and shall not permit any person or entity, including any Authorized User to):

• Use the Services for any illegal or unauthorized purpose, beyond the scope of the Services’ expected use, or in a manner that infringes the intellectual property or other rights of any third party;
• Intentionally or knowingly interfere with the operation of the Services or with any other person’s use of the Services;
• Intentionally or knowingly gain (or attempt to gain) unauthorized access to the Services;
• Use the Services in excess of or beyond the maximum number of registered users and/or devices that Subscriber has agreed to;
• Merge the Services with other software;
• Resell, sell, lease, lend, redistribute, sublicense, assign or otherwise transfer the Services to any third party;
• Use the Services for any purpose other than internal business needs;
• Use the Services to compete against TigerConnect, or to develop a competing product;
• Alter, modify, adapt, reverse engineer, decompile, disassemble or hack the Services, create derivative works from the Services or otherwise attempt to derive the source code for the Services;
• Remove or alter any copyright notices or other notices included in the Services;
• Alter or modify another website so as to falsely imply that it is associated with TigerConnect;
• Use the Services to create or transmit unwanted email, junk email, bulk email, promotions, spam or content that includes any advertising;
• Intentionally transmit any viruses, bugs, worms, or any other computer code of a destructive nature or that may harm a network, computer, server, hardware, software or telephone equipment using the Services;
• Violate anyone else’s legal rights (e.g. privacy rights) or any laws (e.g. copyright laws) in Subscriber’s jurisdiction while using the Services;
• Remain solely responsible for any message data sent from Subscriber’s account;
• Use the Services in violation of any applicable law;
• Use any data mining, robots or similar data gathering and extraction methods in connection with the Services;
• Impose an unreasonable burden on the Services or network;
• Breach, or attempt to breach, the security of the Services;
• Use the Services or export the Services in violation of U.S. export laws and regulations;
• Solicit any activity, unlawful or otherwise, that infringes TigerConnect’s rights or the rights of any other party;
• Enable others to violate any of these terms and conditions; and
• Ensure that all users of the Services are at least 18 years of age or older or have received the consent of a parent or guardian if under 18 years of age.

TigerConnect may terminate or suspend Subscriber’s access to the Services (and Subscriber’s associated account) immediately upon any violation of this EULA (including this Section 2).

3. THIRD PARTY SERVICES

Certain features and functionalities within the Services may allow Subscriber and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. TigerConnect does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Subscriber is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Subscriber to use the Third-Party Services in connection with the Service.

4. TERM AND TERMINATION

This EULA commences on the effective date of the applicable Order Form (the “Effective Date”) and shall remain in effect for so long as TigerConnect is providing Services pursuant to an Order Form or SOW (the “EULA Term”), unless earlier terminated in accordance the terms herein.

If the parties have not entered into an Order Form or SOW, the EULA Term commences as of the date Subscriber first accesses, downloads or uses any of the Services, and shall continue for so long as TigerConnect allows Subscriber, in TigerConnect’s sole discretion, to use or access any of the Services pursuant to this EULA.

Either TigerConnect or Subscriber may terminate this EULA, and all underlying Order Forms, without penalty if the other party materially breaches the terms of this EULA or any Order Form and fails to cure such breach within fifteen (15) days’ notice of such breach (a “Material Breach”). Termination of this EULA shall cause all Order Forms to terminate. In addition, if Subscriber fails to make any payment to TigerConnect when due, TigerConnect may suspend Services upon 15 days’ prior notice (email notice being sufficient).

Upon termination of the EULA Term, (i) the license granted to Subscriber pursuant to Section 2 will terminate and Subscriber shall no longer be permitted to use or access the Services; and (ii) Subscriber will return or destroy, at TigerConnect’s election, all TigerConnect Confidential Information in its possession or control, and certify to the same. In addition, if this EULA is terminated by TigerConnect as a result of a Material Breach by Subscriber, all fees owed for the remainder of the term of each Order Form and SOW will become immediately due and payable by Subscriber.

The following Sections will survive termination or expiration of this EULA for any reason: the restrictions on use of the Services in the third paragraph of Section 2; Section 4; the second paragraph of Section 5; the first two paragraphs relating to intellectual property ownership and trademark restrictions in Section 6; Section 8; Section 9; Section 11; Section 12; Section 13; Section 14; and Section 15.

5. DATA

Subscriber owns all of Subscriber’s data, text, information, graphics, photos, profiles, audio and video clips, links and other content and materials that Subscriber submits and/or transmits using the Services, (collectively, “Data”). TigerConnect may use Data to provide, monitor and improve the Services, provided that no Protected Health Information (as defined by HIPAA) contained within the Data (“PHI”) may be used to improve the Services. Subscriber shall be fully liable and responsible to ensure that Data does not violate any law, regulation or the terms of this EULA. TigerConnect shall not be responsible for maintaining backups of Data on TigerConnect systems. All Data will be processed and stored within the geographic limits of the United States. Upon termination of Subscriber’s TigerConnect account, Data will no longer be stored on TigerConnect’s systems.

Notwithstanding anything to the contrary in this EULA, TigerConnect may monitor, collect, use and store usage data, metadata and other aggregated data, in deidentified form, regarding use of the Services (the “Usage Data”). TigerConnect owns all title, right, and interest, including any associated intellectual property rights, in and to the Usage Data.

6. IP OWNERSHIP; SUBSCRIBER ACKNOWLEDGEMENTS

Subject to the limited rights expressly granted to Subscriber in Section 2, TigerConnect reserves and, as between the parties will solely own the Services; the underlying software provided in conjunction with the Services (and all updates and upgrades thereto); algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services; Documentation; TigerConnect Confidential Information; Usage Data; all improvements, customizations, modifications, or enhancements to, or derivative works of, the foregoing; and all intellectual property rights in and to any of the foregoing. No rights are granted to Subscriber hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

“TigerConnect” and other TigerConnect graphics, logos, designs, page headers, button icons, scripts and service names are trademarks in the United States and other countries. TigerConnect’s trademarks and trade dress, as well as third-party trademarks, logos, and service marks used in conjunction with the Services, may not be used in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without TigerConnect’s prior written permission.

Subscriber fully understands, acknowledges, and agrees that: (a) the messaging system that may comprise part of the Services is intended to deliver non-critical, non-emergency messages between users; (b) the Services are dependent upon a number of factors outside TigerConnect’s control, including but not limited to the operation of third party provided hardware and network services; (c) the Services are not a substitute for any of Subscriber’s current systems of administering and safeguarding medical treatment and/or medicine; (d) there may be occasional communication failures or delays in delivering or receiving properly sent TigerConnect messages or in Subscriber being able to access or use the Services in the manner intended; (e) the Services are not expected to perform at the same level of performance and/or reliability one might expect from medical devices used in delivering critical medical care environments; and (f) Subscriber is solely responsible for providing to TigerConnect accurate information regarding Subscriber’s account or the delivery of the Services, including, without limitation, user information, changes in personnel, phone number changes and email address changes.

7. SERVICES UPDATES

By using the Services, Subscriber grants TigerConnect permission to send to Subscriber’s Authorized Users (excluding Subscriber patients) messages (including via email) regarding the Services, its features, service alerts and network activity, including educational and instructional materials. Notwithstanding the foregoing, it is Subscriber’s responsibility to register for updates from, and/or regularly check, TigerConnect’s webpages at http://status.tigerconnect.com and https://tigerconnect.com/sitemap/release-notes/ for updates with respect to the Services. Subscriber’s continued use of the Services after such updates will constitute its acceptance of the changes.

8. PRIVACY POLICY

TigerConnect may process personal data about Authorized Users and their use of the Services, but not including any PHI, in accordance with TigerConnect’s Privacy Policy (the “Privacy Policy”), the terms of which are incorporated into this EULA, and which can be found at https://tigerconnect.com/privacy-policy/. The terms and conditions in the Privacy Policy may be changed by TigerConnect in its sole discretion, and those changes become effective upon posting. It is the Subscriber’s responsibility to review the Privacy Policy for any revisions.

9. ENTERPRISE ACCOUNTS, SUPPORT, IMPLEMENTATION AND PROFESSIONAL SERVICES

Subscriber shall pay the non-refundable fees set forth in each Order Form, without set-off or deduction. Unless otherwise set forth in an Order Form, all charges will be based on Provisioned Users, and billing and payment for the Services shall be annual in advance. TigerConnect may impose a late payment charge of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. Subscriber is responsible for all sales, use, ad valorem and excise taxes, and similar taxes imposed by any governmental regulatory authority on any amount payable by Subscriber to TigerConnect hereunder (other than taxes imposed on TigerConnect’s income). Additional support, implementation and professional services may be purchased by Subscriber if and as offered by TigerConnect to Subscriber pursuant to an Order Form and/or statement of work (“SOW”). All such additional services delivered by TigerConnect are subject to this EULA and each applicable Order Form and/or SOW.

10. MULTI-ORG USERS

Subscriber acknowledges that some of its Authorized Users (excluding Subscriber patients) may desire to work with other healthcare organizations and that the users of other healthcare organizations may desire to work with Subscriber (each such Authorized User is referred to as a “Multi-Org User”). In order to facilitate use of the Services for Multi-Org Users, and notwithstanding anything to the contrary in any other document, Subscriber grants TigerConnect the right and permission to share the name, mobile phone number, email address, pager number, job title and department of Multi-Org Users (“Contact Details”) with applicable organizations, including Subscriber. Subscriber is required to treat such Contact Details in the same manner it treats other Confidential Information.

11. CONFIDENTIAL INFORMATION

“Confidential Information” means any non-public data, information and other materials regarding the products, software, services, prices, discounts or business of a party (or of third parties, to the extent a party is bound to protect the confidentiality of any third party’s information) provided by a party, its employees, contractors or affiliates (“Disclosing Party”) to the other party (“Receiving Party”) where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential or proprietary. The parties agree, without limiting the foregoing, that (i) any performance and security data, product roadmaps, source code, benchmark results and technical information relating to the Services, including pricing information, (ii) Documentation; and (iii) the terms of each Order Form and SOW are TigerConnect’s Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information which: (a) is already known to the Receiving Party without obligations of confidentiality prior to disclosure by the Disclosing Party; (b) becomes publicly available without fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; (d) is independently developed or created by the Receiving Party without using Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law or governmental regulation, provided that Receiving Party provides reasonable notice to Disclosing Party of such required disclosure to the extent allowed by law, and reasonably cooperates with Disclosing Party in limiting such disclosure. Except as expressly authorized herein, the Receiving Party shall: (i) maintain Disclosing Party’s Confidential Information in strict confidence, (ii) use the Confidential Information of the Disclosing Party only to perform its obligations or exercise rights granted to it hereunder; and (iii) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case with less than reasonable care, and (iv) only disclose Confidential Information of the Disclosing Party (a) to its employees, representatives, or contractors who have a bona fide need to know such Confidential Information to perform under this EULA and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this EULA, or (b) to the extent required by an order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

12. INDEMNIFICATION

Subscriber will indemnify, hold harmless and defend TigerConnect and its officers, shareholders, predecessors, successors in interest, directors, employees, agents, subsidiaries, affiliates, licensors and suppliers from and against any and all claims, charges, complaints, damages, losses, liabilities, costs and expenses (including attorneys’ fees and experts’ fees) due to, arising out of or relating in any way to (i) Subscriber’s or any Authorized User’s use (or misuse) of, or access to, the Services, including any communications from or on behalf of Subscriber to any other user of the Service; (ii) Data; (iii) Subscriber’s violation of applicable law, including HIPAA or other laws related to data privacy or security or consumer protection; and (iv) Subscriber’s violation of this EULA.

13. DISCLAIMER

SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTHWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY AGREEMENT BETWEEN SUBSCRIBER AND TIGERCONNECT, USE OF THE SERVICES IS AT SUBSCRIBER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH SUBSCRIBER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TIGERCONNECT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TIGERCONNECT DOES NOT WARRANT AGAINST INTERFERENCE WITH SUBSCRIBER’S ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN OR PERFORMED BY THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY UPDATE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED OR THAT THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THE SERVICES MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. SUBSCRIBER FURTHER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAY OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL, FINANCIAL OR ENVIRONMENTAL DAMAGE. USING THE SERVICES FOR TRADING SECURITIES IS NOT PERMITED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TIGERCONNECT OR AN APPROVED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, SUBSCRIBER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, IF APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY IN THOSE JURISDICTIONS.

14. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, AN ORDER FORM OR SOW, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TIGERCONNECT, ITS OFFICERS, SHAREHOLDERS, PREDECESSORS, SUCCESSORS IN INTEREST, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF TIGERCONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY DIRECT DAMAGES THAT RESULT FROM: (1) THE USE OF, OR INABILITY TO USE, THE SERVICES; (2) THE PERFORMANCE OF THE SERVICES; OR (3) ANY FAILURE IN THE SERVICES. SUBSCRIBER ASSUMES TOTAL RESPONSIBILITY FOR USING THE SERVICES. SUBSCRIBER’S ONLY REMEDY AGAINST TIGERCONNECT FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. IF, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TIGERCONNECTS TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS EULA OR THE SERVICES EXCEED THE AMOUNT PAID BY SUBSCRIBER TO TIGERCONNECT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. MISCELLANEOUS
    1. Governing Law and Venue. This EULA and all matters arising out of or relating to this EULA shall be governed by and construed in accordance with the laws of the State of California, without regard to any conflict of law provisions. Each party irrevocably agrees that any claim brought by it in any way arising out of this EULA or the Services must be brought solely and exclusively in state or federal court located in Los Angeles County, California, and each party irrevocably accepts and submits to the sole and exclusive jurisdiction of such courts, generally and unconditionally, with respect to any action, suit, or proceeding brought by it or against it by the other party.
    2. Assignment. Neither party may assign or transfer this EULA or any of its rights or obligations hereunder, nor may it contract with third parties to perform any of its obligations hereunder except as contemplated in this EULA, without the other party’s prior written consent; provided, however, that TigerConnect may, without consent, assign or transfer this EULA in connection with a reorganization, merger, or sale of all or substantially all of TigerConnect’s assets or equity. Any attempt to assign or transfer this EULA in violation of this Section will be null and void.
    3. Feedback. From time to time Subscriber may provide TigerConnect with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Subscriber hereby grants TigerConnect a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with TigerConnect’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
    4. Notices. All notices required or contemplated by this EULA shall be in writing. Any notice to be given or served hereunder, by either party shall be deemed given and received when delivered personally or five (5) days after being mailed certified mail, postage prepaid. Notices to TigerConnect shall be sent to the principal office address of TigerConnect as indicated on https://tigerconnect.com. Notices to Subscriber shall be sent to the address for Subscriber listed on any agreement between Subscriber and TigerConnect, or to such other address as Subscriber may designate in writing to TigerConnect. A copy of all notices to TigerConnect shall also be emailed to legal@tigerconnect.com on the same day as any personal delivery or the date any such notice was mailed to TigerConnect.
    5. Entire Agreement. This EULA, together with any Order Form, exhibits, appendices, and other attachments thereto that are specifically incorporated herein, shall constitute the entire agreement between TigerConnect and Subscriber and contains all of the understandings and agreements of the parties in respect of the subject matter hereof. Any and all prior understanding and agreements, expressed or implied, between the parties in respect of the subject matter of this EULA are superseded hereby.
    6. Severability. If any terms or provisions in this EULA or any application thereof is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this EULA or any application thereof shall not in any way be affected or impaired, except that, in such event, this EULA shall be deemed revised in order to provide the party adversely affected by such declaration with the benefit of its expectation, evidenced by the provision(s) affected by such declaration, to the maximum extent legally permitted.
    7. Modifications and Amendments. Except as expressly set forth herein, this EULA may not be modified or amended except by an instrument in writing signed by the parties. Accordingly, no course of conduct shall constitute an amendment or modification of this EULA.
    8. Marketing Materials.  Subscriber agrees that TigerConnect may identify Subscriber as a customer and use Subscriber’s name and logo(s) (i) to provide, operate, maintain, and improve the Services, (ii) on TigerConnect’s website, (iii) in sales presentations and marketing materials, and (iv) subject to Subscriber’s prior written consent in each instance, in press releases and in a brief customer profile or case study for use by TigerConnect for promotional purposes.
    9. Force Majeure. TigerConnect shall not be liable for any failure or delay in performance of its obligations under this EULA due to causes beyond its reasonable control, including any government action or inaction, mechanical or electrical breakdown, war, civil, unrest, natural disaster or other cause beyond its reasonable control. If either party is affected by an interruption or delay contemplated by this Section, it will: (a) promptly provide notice to the other party, explaining the full particulars and the expected duration of the delay and (b) use its commercially reasonable efforts to remedy the interruption or delay if it is reasonably capable of being remedied.
    10. Section Headings. Section headings in this EULA are for the parties’ convenience only. Accordingly, they shall not constitute a part of this EULA when interpreting or enforcing this EULA.
    11. Breach and Waiver. No waiver of any breach of this EULA shall: (a) be effective unless it is in a writing which is executed by the party charged with the waiver, or (b) constitute a waiver of a subsequent breach, whether or not of the same nature. All waivers shall be strictly construed. No delay in enforcing any right or remedy as a result of a breach of this EULA shall constitute a waiver thereof.
    12. Binding Agreement. This EULA shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.
    13. Defined Terms and Use of Terms. All defined terms used in this EULA shall be deemed to refer to the masculine, feminine, neuter, singular and/or plural, in each instance as the context and/or particular facts may require. The terms “hereunder”, “herein”, “hereby”, and similar terms refer to this EULA.
    14. Cumulative Remedies. No right or remedy conferred by this EULA is exclusive of any other right or remedy conferred herein or by law or in equity. Rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time to time.
    15. Ambiguous Terms. Any ambiguities in this EULA will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This EULA will not be construed against any party by reason of its preparation.
    16. Compliance with Legal Processes. TigerConnect cooperates with government and law enforcement officials to enforce and comply with the law. TigerConnect may, therefore, disclose any information if TigerConnect deems it reasonably necessary to: (a) satisfy any applicable law, regulation, legal process (such as a subpoena or court order) or enforceable governmental request; (b) enforce the EULA or the Services, including investigation of potential violations thereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; or (d) protect against harm to TigerConnect’s rights, property or safety, TigerConnect’s users or the public as required or permitted by law.
    17. Equitable Relief. A breach or threatened breach by Subscriber of any of its obligations under this EULA may cause TigerConnect irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, TigerConnect will have the right to immediate equitable relief and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    18. Export Regulation. Subscriber will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or software, or any Subscriber Data, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.
    19. Independent Contractors. TigerConnect and Subscriber are and at all times shall remain independent contractors as to each other. No joint venture, partnership, agency, or other relationship that would impose liability upon one party for the act or failure to act of the other shall be created or implied by this EULA.  Each party shall bear full and sole responsibility for its own expenses, liabilities, trade creditors, employees, costs of operation and taxes. Neither party has or shall have the power to bind the other party or to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party.
    20. No Third Party Beneficiaries. No provision of this EULA is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than the parties and their respective successors and assigns.
16. APPLE, INC. APP STORE

Subject to Subscriber’s compliance with this EULA, TigerConnect grants Subscriber a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install TigerConnect’s mobile application enabling access to the Services (the “App”) on Subscriber’s personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for Subscriber’s personal non-commercial purposes.  Except as expressly permitted in this EULA, Subscriber may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

This Section applies to any App that Subscriber acquires from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, Subscriber may notify Apple, and Apple will refund the App purchase price to Subscriber (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by Subscriber or any third party relating to the App or Subscriber’s possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that Subscriber’s possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of this EULA, and upon Subscriber’s acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against Subscriber as a third-party beneficiary thereof. Subscriber represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties. Subscriber must also comply with any applicable third-party terms of service when using the App.

Exhibits:

Exhibit A – Patient Engagement Additional Terms and Conditions

Exhibit B – TigerConnect Physician Scheduling Additional Terms and Conditions

Exhibit A

Patient Engagement Additional Terms and Conditions

The TigerConnect patient engagement feature allows you to communicate with Subscriber’s patients and their caregivers through an encrypted, HIPAA compliant secure webform.  Due to the unique requirements associated with communicating directly with patients, we require Subscriber’s agreement to the following additional terms and restrictions in order to activate this service on Subscriber’s account:

1. The access code or other request for identity verification provided to Subscriber’s patients will only be active for 7 days from the time the first SMS message is sent to the patient, and a new access code or identity verification will automatically be generated for patients if they wish to continue communicating with Subscriber past this 7-day period.
2. Subscriber will be able to set the maximum period of time Subscriber’s organization permits a dialog to be open to its patients, after which time Subscriber will need to initiate a new conversation with those patients.
3. All recipients will have the right to cancel the patient engagement service at any time by texting “STOP” to the message, and TigerConnect will send them an SMS message to confirm that they have been unsubscribed. After this, they will no longer receive messages from Subscriber.
4. Text messages between Subscriber and Subscriber’s patients will not be archived unless Subscriber has elected archiving as part of Subscriber’s access to the TigerConnect services. Subscriber also will have the option to print any conversations using the service, but messages not archived or printed will be deleted once the message lifespan Subscriber has set for Subscriber’s organization has expired.  If Subscriber has video and audio enabled, due to HIPAA requirements, video and audio chats will not be recorded and cannot be archived even if Subscriber has archiving as part of Subscriber’s TigerConnect services.
5. TigerConnect is able to enable the patient engagement feature with the following major mobile phone carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile. TigerConnect is also able to deliver messages to a number of regional carriers, and the full list of compatible carriers is available on our website at tigerconnect.com. We will update this list as necessary, but TigerConnect naturally cannot be held responsible for use of the service with any carriers not included on the most current listing.
6. Unless a bulk messaging add-on option has been purchased, the patient engagement feature is intended for communicating with individual patients and their caregivers regarding patient care matters and may not be used for bulk messaging, marketing or promotional purposes, or to send messages that include any advertising.
7. Subscriber understands and acknowledges that, like all TigerConnect services: (a) the TigerConnect patient engagement feature is intended to deliver non-critical, non-emergency messages between users; (b) the service is dependent upon a number of factors outside TigerConnect’s control, including the operation of third party provided hardware and network services; (c) the service is not a substitute for any of Subscriber’s current systems of administering and safeguarding medical treatment and/or medicine; (d) there may be occasional communication failures or delays in delivering or receiving properly sent messages; (e) the service is not expected to perform at the same level of performance and/or reliability one might expect from medical devices used in delivering critical medical care environments; (f) TigerConnect is not responsible for the security of the messages on Subscriber’s patients’ or their caregivers’ personal devices, or for the dissemination of personal health information outside the TigerConnect platform; and (g) Subscriber is solely responsible for providing to TigerConnect accurate information regarding patients’ accounts, including, without limitation, user information and phone numbers, whether Subscriber’s patients wish to add or delete someone authorized to receive messages on their behalf, and whether patients wish to allow persons added to a conversation to see the prior messages in that conversation. Please be aware that the TigerConnect patient engagement feature should never be used for any emergency medical situations, and Subscriber should always instruct Subscriber’s patients to call 911 in case of an emergency.  Subscriber also should advise Subscriber’s patients that they should call Subscriber’s office if at any time they have an urgent question, do not understand a message or do not feel comfortable discussing an issue via text message, even securely.
8. The use of TigerConnect’s patient engagement feature by Subscriber and Subscriber’s patients will be subject to all of the terms and conditions applicable to the other TigerConnect services, including, without limitation, terms relating to permitted uses and restrictions, indemnification and limitations on liability. In that regard, Subscriber’s patients and their caregivers will be considered “Authorized Users” of Subscriber, and Subscriber will be responsible for all matters arising out of or relating in any way to their use of any TigerConnect services.

Exhibit B

TigerConnect Physician Scheduling Additional Terms and Conditions

TigerConnect Physician Scheduling provides an on-line software solution to create, maintain and communicate physician work and on-call schedules (the “Software”). This Addendum sets forth the additional terms and restrictions applicable to the TigerConnect Physician Scheduling product.

1. License Grant and Use. TigerConnect hereby grants Subscriber a license to use the Software solely as a means for accessing, storing, loading, installing, executing or displaying the Software for use in generating an on-call schedule for a single specialty medical group or department, or viewing on-call schedules for multiple specialty groups or departments within a hospital or healthcare setting. Subscriber may not modify the Software or disable any licensing or control features of the Software. If the Software is licensed for one user or entity only, Subscriber may not allow more than the maximum number of authorized users to use the Software.
2. Services Provided by TigerConnect. TigerConnect will provide Subscriber the following services:
   1. Configuration and access to the TigerConnect Physician Scheduling schedule creation product.
   2. Configuration and access to the TigerConnect Physician Scheduling Microsite product.
   3. Online training to assigned schedule creator.
   4. Online training for one physician coordinator
   5. Software support from 5:30 a.m. to 5:30 p.m. (Pacific time), Monday through Friday, and 8:00 a.m. to 5:00 p.m. (Pacific time) on weekends (excluding major holidays).
   6. 24 x 7 emergency server support.
3. Subscriber Responsibilities. Subscriber will be responsible for the following:
4. Designating one (1) main scheduler point person for project coordination.
5. Providing assistance in coordinating scheduler training.
6. Completing training, configurations and implementation with assigned trainer.
7. Making the TigerConnect Physician Scheduling system available to all eligible users.
8. Training individual doctors on how to use the TigerConnect Physician Scheduling system.
9. Complying with all terms of the Agreement and this Addendum in using the TigerConnect Physician Scheduling system.
10. Access Upon Termination. Upon expiration or other termination of the Subscription Term, Subscriber’s account will be deactivated, and Subscriber will no longer have access to the Software or any of the Services in the TigerConnect Physician Scheduling system; provided, however, that, for a period of 30 days following any such expiration or termination, Subscriber may in its sole discretion export or print off the information created by Subscriber in connection with its use of the TigerConnect Physician Scheduling system at no charge.
11. LIMITATIONS. THE TIGERCONNECT PHYSICIAN SCHEDULING SYSTEM AND SOFTWARE IS NOT INTENDED TO BE USED FOR ANY PATIENT DATA. END USERS MAY NOT ENTER, STORE, OR USE THE SYSTEM OR SOFTWARE TO TRANSMIT RESTRICTED INFORMATION OR ANY PERSONAL HEALTH INFORMATION USING THE SYSTEM OR THE SOFTWARE. ENTERING RESTRICTED HEALTH INFORMATION INTO THE SYSTEM IS PROHIBITED, A DIRECT VIOLATION OF THE AGREEMENT AND GROUNDS FOR IMMEDIATE SUSPENSION OR TERMINATION OF SUBSCRIBER’S ACCESS TO THE SYSTEM AND THE SOFTWARE. TIGERCONNECT IS NOT RESPONSIBLE FOR ANY ACTION OR LIABALITY RESULTING FROM SUBSCRIBER’S VIOLATION OF THIS POLICY.

[End of EULA]