Terms of Use

1. DEFINITIONS

The following words shall have the following meaning with this Agreement:

a) “Agreement” means this license agreement, all schedules attached hereto, each Order Form and any other document incorporated by reference herein.

b) “Authorized User” means the Health Care Practitioner or Customer Staff authorized by the Customer to use the Service.

c) “Documentation” means any and all manuals, instructions and other documents and materials that WELLSTAR provides or makes available to Customer Staff or Health Care Practitioners in any form or medium which describes the functionality, components, features or requirements of Service, including any aspect of the installation, configuration, integration, operation, use, or support thereof.

d) “Health Care Practitioner” means a registered health care professional (including, without limitation, a physician or nurse) who is provided clinic services, IT systems, staff and other supports by the Customer.

e) “Customer” means the signatory of this Order Form and payor of the Service subscription. In some cases, the Customer will also be the Health Care Practitioner.

f) “Customer Data” means any data, information, content, records, and files that the Customer or any of its Users loads, receives through, transmits to or enters into the Service.

g) “Customer Staff” means employees or agents of the Customer who assist with the administrative functioning of the Customer.

h) “IP Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

i) “Applicable Laws” means any applicable federal and provincial laws, statutes, and regulations the Parties are subject to through the provision of the Services, which for the avoidance of doubt, may include Canada’s Personal Information Protection and Electronic Documents Act, Ontario’s Personal Health Information Protection Act (“PHIPA”), British Columbia’s Personal Information Protection Act, and Alberta’s Health Information Act.

j) “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

k) “Order Form” means the order form this schedule is appended to.

l) “Parties” means both WELLSTAR and Clinic;

m) “Patient” means the person who is seeking health care treatment from the Health Care Practitioner who is affiliated with the Customer covered by this Agreement.

n) “Permitted Use” means use of the Service by a User for the benefit of the Customer in the ordinary course of its internal business operations.

o) “Personal Health Information” or “PHI” means personal health information as the concept is understood under Applicable Laws.

p) “Services” means Nexus AI, a proprietary desktop software-as-a-service solution used to support clinicians in their clinical documentation;

q) ‘“SOW” means a statement of work setting out the details of the Professional Services to be provided by WELLSTAR to the Customer.

r) “Subscription” means a subscription to access and use the Service and to receive support for the Service for the Subscription Period, as evidenced by an Order Form.

s) “Subscription Period” means the time period of each Subscription as set out in an Order Form, commencing upon the initial delivery of login credentials to the Service. If no time period is set out in the Order Form, the Subscription Period shall be a twelve (12) month period.

t) “User” means any third party permitted by the Customer to use the Service, including Health Care Practitioners and Customer Staff.

OBLIGATIONS

2. The Customer shall:

a) mandate and ensure that all Health Care Practitioners who use the Service have read and signed the End User License Agreement attached hereto as Exhibit “A” (“EULA”);

b) follow approved WELLSTAR procedures when training Customer Staff, in accordance with the Documentation;

c) make such additional copies of the Documentation as the Customer reasonably requires for use by the Users, provided that such copies will be owned by WELLSTAR and bear notices of WELLSTAR’s ownership of copyright;

d) follow all reasonable instructions given by WELLSTAR from time to time with regard to the use of the Service and the Documentation by Users;

e) furnish all professional credentials, evidence of good standing with the relevant regulatory college, and other reasonably requested information (including location of practices) to WELLSTAR; and

f) permit WELLSTAR, or its agent, at all reasonable times and at WELLSTAR’s expense, to verify that the use of the Services and the Documentation by the Customer and the Users is in accordance with the terms of this Agreement.

3. WELLSTAR shall:

a) carry out the Service in compliance with the requirements of this Agreement and all Applicable Laws and any terms and requirements as set out in the Nexus AI Privacy Policy with respect to the provision of the Service;

b) conform to generally accepted industry practices, and perform the Service in a professional, skillful, timely and careful manner;

c) ensure that all WELLSTAR personnel who have access to, or who may gain access to Personal Health Information are appropriately trained on security and privacy matters, including on WELLSTAR’s relevant policies. Training shall be provided prior to the commencement of such personnel’s employment with WELLSTAR and annually thereafter;

d) notify the Customer, as soon as reasonably possible, of any situation which affects the ability of WELLSTAR to complete the Service or of any defects in workmanship, errors, omissions, unauthorized access to or disclosure of Confidential Information (as defined below) that is collected, transferred, accessed or maintained by WELLSTAR in the course of providing the Service or thereafter, or mistakes in the Service, and shall take all reasonable and necessary steps to mitigate such situation;

e) ensure that the Services maintain audit trails and logs that can be provided or made accessible to Healthcare Practitioners within one year of the date of appointment, upon request; and

THE SERVICE

4. Subject to the Customer’s compliance with the terms and conditions of this Agreement and any applicable Order Form, WELLSTAR will make the Service for which WELLSTAR has received payment of the corresponding Fees available to the Customer for use by the Customer and all Users during the Subscription Period.

5. The Customer must not itself, and will not permit others (including Authorized Users and Users) to:

a) copy the Service, in whole or in part;

b) license, sub-license, sell, resell, transfer, assign, rent, lend, lease, publish, transfer, distribute, or otherwise commercially exploit or make available to any third party in any way, the Service or any intellectual property rights therein;

c) use or access the Service in violation of any Applicable Law or intellectual property right, in a manner that threatens the security or functionality of the Service, or for any purpose or in any manner not expressly permitted in this Agreement;

d) bypass or breach any security device or protection used for or contained in the Service or Documentation;

e) use the Service to create, collect, transmit, store, use or process any Customer Data: (i) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) that the Customer does not have the lawful right to create, collect, transmit, store, use or process; or (iii) that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

f) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvement of the Service;

g) reverse engineer, de-compile, decode, disassemble or adapt the Service or otherwise attempt to drive or gain access to the source code of the Service, in whole or in part;

h) remove, delete, efface, alter, translate, combine, supplement, obscure or otherwise change any trade-marks, terms of the Documentation, warranties, disclaimers, proprietary notices, labels, or IP Rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any version and copy of the Service and Documentation, including brand, copyright, trademark and patent or patent pending notices;

i) access or use the Service for the purpose of: (i) benchmarking or competitive analysis of the Service; (ii) developing, using, providing or building a similar or competitive product or service; or (iii) any other purpose that is to WELLSTAR’s detriment or commercial disadvantage;

j) perform any vulnerability, penetration or similar testing of the Service; or

k) use the Service and Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement.

6. At any time during the Subscription Period, WELLSTAR may, at its discretion:

a) monitor the Customer’s access to or use of the Service for the purpose of operating the Service, ensuring compliance with this Agreement, or complying with Applicable Law or the order or requirement of a court, administrative agency, or other governmental body;

b) with reasonable advance notice, suspend the Customer’s access to or use of the Service or any component thereof for scheduled maintenance, if the Customer violates any provision of this Agreement, or to address any emergency security concerns; and

c) provide notice if the Customer violates any provision of this Agreement and, if the Customer fails to cure such violation within ten (10) days of said notification, suspend the Customer’s access to the Service; and

d) modify the Service.

7. For greater certainty, the Customer is required to accept all patches, bug fixes and updates made by or on behalf of WELLSTAR to the Service.

8. The Customer agrees that it is responsible for protecting the security and integrity of the login credentials of its Authorized Users and Users. The Customer agrees that it is responsible for all actions taken by its Authorized Users and Users and is liable for any acts or omissions by them, whether authorized or not, in the Service. Authorized Users and Users shall not gain, or attempt to gain, or permit any third party to gain, unauthorized access to the Service or use the Service in an unauthorized manner. The Customer shall use commercially reasonable efforts to prevent and stop any unauthorized access and shall immediately report any suspected or known unauthorized access or use of the Service.

OWNERSHIP, RESERVATION OF RIGHTS

9. The Customer retains all ownership and intellectual property rights in and to Customer Data and all custodianship of Personal Health Information contained in the Customer Data. The Customer grants to WELLSTAR a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data, including Personal Health Information, for the purpose of providing the Service.

10. WELLSTAR may collect and analyze data and other information relating to the provision, use and performance of the Service and related systems and technologies (including, without limitation, Customer Data, provided it does not include any Personal Health Information except if such use is for the sole benefit of the specific User associated with that Personal Health Information, and data derived therefrom), and during and after the term of this Agreement, WELLSTAR may:

a) use such information to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other WELLSTAR offerings except where prohibited by Applicable Law;

b) use and disclose such data solely in aggregated or other de-identified form in connection with its business except where prohibited by Applicable Law; and

c) access, use and disclose such data and information as required by Applicable Law.

11. WELLSTAR or its licensors retain all ownership and intellectual property rights in and to the Service, anything developed or delivered by WELLSTAR under this Agreement, and any Modifications to the foregoing.

12. All rights not expressly granted by a Party to the other Party under this Agreement are reserved by WELLSTAR.

13. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to the Customer, an Authorized User, or any third party, any IP Rights or other right, title or interest in or to any of the Service or Documentation.

14. WELLSTAR shall only designate the Customer the custodian of all Personal Health Information for purposes of Applicable Law (and not any Authorized Users) and for interpretation of this Agreement. Any requests relating to Personal Health Information which may be contained within the Services must be given by the Customer.

15. WELLSTAR has taken reasonable steps to ensure all data sets used to train the Service have been lawfully obtained and do not infringe upon any third-party intellectual property rights, including copyrights, trademarks, or trade secrets, and that WELLSTAR has taken reasonable steps to ensure compliance with Applicable Laws when sourcing and utilizing such data.

PRIVACY AND SECURITY

16. The Customer shall ensure that it has obtained all necessary consents and permissions to use all Customer Data, including, without limitation, any Personal Health Information within the Customer Data, entered into or transmitted through the Service. WELLSTAR has no obligation to monitor any Customer Data or ensure Customer has collected Personal Health Information in accordance with Applicable Law.

17. The Parties agree to conform to the requirements of any applicable Canadian local, provincial or federal privacy legislation, laws or regulations as they relate to the Service.

18. The Customer acknowledges that all Customer Data, including Personal Health Information, entered into or transmitted through the Service will be treated in accordance with Applicable Laws and Nexus AI privacy policy, as updated from time to time.

19. WELLSTAR represents, warrants and covenants that it maintains appropriate safeguards to help protect the confidentiality, integrity, and availability of the Customer Data, including Personal Health Information contained within it, in accordance with Applicable Law. WELLSTAR shall conduct testing (including penetration testing) annually and following any major system release on the System. WELLSTAR shall remediate material vulnerabilities or deficiencies identified by such testing

20. WELLSTAR will not use any Personal Health Information for the purposes of training any artificial intelligence systems used by the Service (except for any artificial intelligence system is for the sole benefit of the User the Personal Health Information is associated with).

21. In the event of any loss of, unauthorized access to, or unauthorized use or disclosure of Personal Health Information, WELLSTAR shall: notify the Customer within 48 hours; investigate the incident and provide the Customer with information about the incident within a reasonable time; and take commercially reasonable actions to mitigate the effects and to minimize any damage resulting from the incident.

22. If WELLSTAR gains unauthorized access to Customer Data under this Agreement, WELLSTAR shall: notify the Customer within 48 hours; if Customer Data has come into the possession of WELLSTAR, securely return all copies of such Customer Data to the Customer and, if applicable, ensure that such Customer Data has been permanently removed from any media or hardware on which it was stored; and hold such Customer Data in the strictest confidence and ensure that its employees, contractors and agents hold it in the strictest confidence.

23. The Customer shall configure the retention periods for Customer Data within the Service for all Users. Customer acknowledges that the maximum retention period for the Services may not align with Healthcare Practitioner’s obligations under Applicable Law and that the Healthcare Practitioner is solely responsible for saving all Customer Data in their electronic medical record or permanent record system.

24. If there is a conflict or inconsistency between the terms of this Agreement and the terms of the Nexus AI Privacy Policy, the terms of this Agreement will prevail.

FEES AND PAYMENT

25. The Customer will pay to WELLSTAR the fees set forth in each applicable Order Form or SOW (collectively, “Fees”) in accordance with the terms set out therein. Except as otherwise specified in an Order Form or SOW, all Fees are identified in Canadian Dollars.

26. Except as otherwise specified in an Order Form, Subscription fees are based on Service purchased and not actual usage; and payment obligations are non-cancellable and fees paid are non-refundable.

27. The Customer will set up with WELLSTAR an automatic payment plan (either via bank account withdrawal or credit card) that will pay the fees, as specified in an Order Form, on the first of the month.

28. Fees do not include applicable sales and use taxes. The Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of WELLSTAR.

CONFIDENTIAL INFORMATION

29. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include:

a) information already known or independently developed by Recipient without access to Discloser’s Confidential Information;

b) information that is publicly available through no wrongful act of Recipient; or

c) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

30) Recipient hereby agrees that during the term of this Agreement and at all times thereafter it will not:

a) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing;

b) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or

c) alter or remove from any Confidential Information of the Discloser any proprietary legend.

31. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Party takes to protect its own Confidential Information of a similar type.

32. Notwithstanding the above, Recipient may disclose Discloser’s Confidential Information:

a) to the extent that such disclosure is required by Applicable Law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by Applicable Law, Recipient promptly notifies Discloser in writing of such required disclosure and cooperates with Discloser to seek an appropriate protective order;

b) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or

c) in the case of WELLSTAR, to potential assignees, acquirers or successors of WELLSTAR if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of WELLSTAR.inf

33. Customer hereby consents and authorizes, on behalf of itself and all Users, for WELLSTAR to disclose to Canada Health Infoway (“Infoway”) as part of the funding and supply agreement (the “Funding Agreement”), all requested User information necessary to (i) identify and track Healthcare Practitioner to participate in Infoway’s Artificial Intelligence’s Scribe program, (ii) link such enrollment data with the Service’s usage data for the purposes of monitoring and reporting, (iii) contact Healthcare Practitioner directly to offer targeted support and facilitate change management activities, (iv) contact Healthcare Practitioner for participation in pre-implementation and post-implementation surveys; and (v) permit Infoway to share the collected information with a pre-identified provincial or territorial entity in each province and territory, as applicable.

WARRANTY, DISCLAIMER, INDEMNITY

34. The Customer represents and warrants to, and covenants with, WELLSTAR that Customer Data will only contain Personal Health Information in respect of which the Customer and/or its Authorized User has provided all notices and disclosures, obtained all applicable consents and permissions, and otherwise has all authority, in each case as required by Applicable Laws, to enable WELLSTAR to provide the Service, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Health Information, including by or to WELLSTAR and to or from all applicable third parties.

35. WELLSTAR does not warrant that the Service will be uninterrupted or error free or that all errors can or will be corrected. Nor does it make any guarantee or warranty as to the results that may be obtained from use of the Service. The Service (and any part thereof), and any other products and services provided by WELLSTAR to the Customer (including all third-party products and services) are provided “as is” and “as available”.

36. To the extent permitted by Applicable Law, WELLSTAR hereby disclaims all express, implied, collateral or statutory warranties, representations and conditions, whether written or oral, including any implied warranties or conditions of merchantability, merchantable quality, compatibility, title, non-infringement, security, reliability, completeness, quiet enjoyment, accuracy, quality, integration or fitness for a particular purpose or use, or any warranties or conditions arising out of course of dealing or usage of trade. Without limiting the generality of any of the foregoing, WELLSTAR expressly disclaims any representation, condition or warranty that: (1) any data or information (including all third-party information) provided to the Customer in connection with the Customer’s or any Authorized User’s use of the Service is accurate, or can or should be relied upon by the Customer or Authorized User for any purpose whatsoever; (2) the Service will meet the requirements of the Customer or Authorized User; (3) the Service will be free of viruses or other harmful components; (4) the Service will function uninterrupted or will be timely, secure, error-free, or available at any particular time or location; (5) any errors or defects will be corrected; or (6) any products, services, information or other material purchased or obtained by the Customer through the Service will meet the Customer’s or Authorized User’s personal expectations or be of a certain quality.

37. The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

a) THE CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS WELLSTAR FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, ACTIONS, DEMANDS, AND EXPENSES (INCLUDING LAWYERS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S OR AN AUTHORIZED USER’S: (1) VIOLATION OR BREACH OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, INCLUDING APPLICABLE PRIVACY LAWS; (2) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING ANY PATIENTS WHOSE CLINICAL RECORDS ARE PREPARED WITH THE SUPPORT OF THE SERVICE; OR (3) USE OR MISUSE OF THE SERVICE.

b) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY AUTHORIZED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

c) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF WELLSTAR TO THE CUSTOMER, IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER FOR THE SERVICE IN THE PRIOR SIX(6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL WELLSTAR’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

COMMENCEMENT, RENEWAL, TERMINATION, SURVIVAL

38. This Agreement will commence on the Effective Date and will continue until no Order Forms remain in force and effect, unless terminated earlier in accordance with the terms of this Agreeme

39. Unless otherwise indicated in the applicable Order Form, Subscription Periods shall automatically renew for one (1) year periods at the then current fee for the Service.

40. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach. Notwithstanding the foregoing, this Agreement will terminate immediately upon:

a) the institution by or against either Party of insolvency, receivership or bankruptcy proceedings for the settlement of the other Party’s debts;

b) either Party making an assignment for the benefit of creditors; or

c) either Party’s dissolution or ceasing to do business.

41. Subject to item 6 below, WELLSTAR reserves the right to terminate this Agreement with thirty (30) days advanced notice.

42. Subject to item 6 below, upon termination of this Agreement, all rights, licenses and authorizations granted to the Customer hereunder will immediately terminate and the Customer shall:

a) immediately cease all use of and other activities with respect to the Service and Documentation; and

b) within seven (7) days destroy and permanently erase from all devices and systems the Customer directly or indirectly controls, the Service, and the Documentation, including all documents, files and tangible materials (and any partial and complete copies) containing, reflecting, incorporating or based on any of the foregoing, whether or not modified or merged into other materials (except that the Parties may keep such copies as may be reasonably required for business purposes, and each Party shall return the other Party’s Confidential Information or, upon request, destroy such Confidential Information and all copies thereof);

c) WELLSTAR shall immediately destroy and permanently erase all Customer Data, Personal Health Information, and other identifiable personal information or data from all devices and systems WELLSTAR directly or indirectly controls but may retain de-identified and/or anonymized data only for the purposes set out in Paragraph 10) ;

d) certify to WELLSTAR in a signed written instrument that it has complied with the requirements under this paragraph; and

e) promptly pay to WELLSTAR all outstanding Fees owing as of the date of termination.

Automatic Termination upon termination of the Funding Agreement

43. In the event the Funding Agreement between the Customer and Infoway expires or is terminated for any reason, these Terms shall automatically terminate. Upon such automatic termination, the Customer or Users shall have no obligation to pay any additional fees and WELLSTAR shall grant the Customer a reasonable opportunity of at least thirty (30) days from the effective date of termination to export and retrieve all Customer Data in an appropriate file format from WELLSTAR’s systems

44. To facilitate the termination of these Terms, WELLSTAR shall, to the extent practicable upon termination, provide notice to the Customer of the effective date of termination of these Terms and make the Services available to the Customer for at least ten (10) calendar days following the effective date of termination of these Terms.

45. Any provisions of this Agreement that by their nature should survive termination shall survive and remain in effect, including but not limited to confidentiality, indemnification, limitation of liability, governing law and jurisdiction, payment obligations, intellectual property rights and representations and warranties.

USE OF LOGO

46. The Customer grants to WELLSTAR the express right to use the Customer’s company logo in public facing marketing, sales, and public relations materials and other communications solely to identify the Customer as WELLSTAR’s customer. WELLSTAR hereby grants to the Customer the express right to use WELLSTAR’s logo solely to identify WELLSTAR as a provider of services to the Customer. Other than as expressly stated herein, neither Party shall use the other Party’s marks, codes, drawings or specifications without the prior written permission of the other Party.

GENERAL PROVISIONS

47. Notice. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent:

a) if to WELLSTAR, to the address set forth on the signature page to this Agreement

b) if to the Customer, to the address set forth on the signature page to this Agreement.

48. Changes in contact information. Either Party may change its contact information by providing the other Party written notice of the Party’s new contact information.

49. Assignment. Neither Party will assign this Agreement to any third party without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign its rights or obligations under this Agreement, in whole or in part, without the other Party’s consent, in connection with the transfer or sale of all or substantially all of the Party’s business or assets to a third party, whether by merger, sale of stock, sale or donation of assets or otherwise. Any assignment in violation of this provision will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

50. Governing law, forum, injunctive relief. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in the city of Toronto. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent WELLSTAR from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

51. Force Majeure. WELLSTAR will not be liable for delays caused by any event or circumstances beyond its reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving WELLSTAR’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites.

52. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

53. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

54. Independent contractor relationship. WELLSTAR’s relationship to the Customer is that of an independent contractor, and neither Party is an agent, employee or partner of the other. Neither Party will have, or represent to any third party that it has, any authority to act on behalf of the other Party.

55. Entire agreement. This Agreement, together with any schedules, Order Forms and SOW’s that are incorporated herein by this reference, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.

56. Amendment. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.

57. Execution in counterpart. This Agreement may be executed by the Parties in separate counterparts, all of which, when taken together, will constitute a single agreement among the Parties. Execution of this Agreement by a Party may be evidenced by way of an emailed (by way of an Adobe Acrobat PDF file) transmission of such Party’s signature, or by a photocopy of a Party’s signature, each of which will constitute the original signature of such Party to this Agreement. Any Party who evidences its signature of this Agreement by emailed PDF file shall, promptly following a request by any other Party, provide an originally executed counterpart of this Agreement, but its failure to do so will not invalidate this Agreement.