Terms of Service

Last modified: June 16, 2022

The following are the terms of service (“Terms of Service”) that define the relationship between Khure Health Corporation (“Company,” “Khure,” “we,” or “us”)) and you, defined as the entity listed in the Order Form, and govern your use of Khure Services.

ARTICLE 1: DEFINITIONS AND SCHEDULES

1.1 Definitions

“Agreement” means this Khure software-as-a-service agreement, all schedules attached hereto, each Order Form and any other document incorporated by reference herein.
“Authorized User” means the Health Care Practitioner or Health Care Provider Staff authorized by Healthcare Provider to use the Khure SaaS Services.
“Documentation” means any and all manuals, instructions and other documents and materials that Khure provides or makes available to Healthcare Provider Staff or Health Care Practitioners in any form or medium which describes the functionality, components, features or requirements of Khure Services, including any aspect of the installation, configuration, integration, operation, use, or support thereof, including, for clarity, any such documentation provided in connection with the Standard Maintenance and Support. which can be found posted at khurehealth.ca/privacypolicy/, www.khurehealth.ca/serviceagreement/
“Fees” has the meaning set out in Section 7.1.
“Khure SaaS Services” means proprietary software-as-a-service solution, developed and owned by Khure, used to assist physicians to identify and assess patients with rare and complex conditions.
“Khure Services” means the Khure SaaS Services, the Professional Services and other related products and services made available by Khure, including any third-party software, under this Agreement and any applicable Order Form.
“Health Care Practitioner” means a registered health care professional (including but not limited to physicians, nurses, physiotherapists, etc.) who are provided clinic services, IT systems, staff and other supports by the Health Care Provider.
“Health Care Provider” means the signatory of this Agreement. Health Care Provider may provide supports to Health Care Practitioners including clinic services, IT systems, staff and other supports to support them in patient care. In some cases, the Health Care Provider will also be the Health Care Practitioner.
“Healthcare Provider Data” means any data, information, content, records, and files that Healthcare Provider or any of its Users loads, receives through, transmits to or enters into the Khure SaaS Services.
“Health Care Provider Staff” means employees or agents of the Health Care Provider who assist with the administrative functioning of the Health Care Provider.
“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.
“Laws” means all applicable laws, statutes, ordinances, regulations, by-laws and directions, orders, and rules of all governmental authorities having the force of law.
“Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
“Order Form” means an order schedule, a sales quote, a SOW, or any other document confirming the Khure Services to be ordered by Healthcare Provider, any applicable Subscription Periods, any Professional Services and any other services to be purchased by Healthcare Provider, in each case, as signed by the duly authorized representatives of both Parties. [Each applicable and current Order Form will be attached to this Agreement and incorporated herein by reference]
“Patient” means the person who is seeking health care treatment from the Health Care Practitioner who is affiliated with the Health Care Provider covered by this agreement.
“Permitted Use” means use of the Khure SaaS Services by a User for the benefit of Healthcare Provider in the ordinary course of its internal business operations.
“Personal Health Information” or “PHI” has the meaning given to it in section 2 of PIPEDA or any applicable provincial legislation that has been declared substantially similar to PIPEDA with respect to health information, including but not limited to Ontario’s Personal Health Information Protection Act (“PHIPA”).
“Personal Information” means information about an identifiable individual.
“Professional Services” means any professional services provided by Khure, as set forth in an Order Form or SOW.
“SOW” means a statement of work setting out the details of the Professional Services to be provided by Khure to Healthcare Provider.
“Subscription” means a subscription to access and use the Khure SaaS Services and to receive support for the Khure SaaS Services for the Subscription Period, as evidenced by an Order Form.
“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 Khure SaaS Service. If no time period is set out in the Order Form, the Subscription Period shall be a twelve (12) month period and auto-renewed annually thereafter unless terminated by either party.
“User” means any third party permitted by Healthcare Provider to use the Khure SaaS Services, including Health Care Practitioners and Health Care Provider Staff.

1.2 Schedules

The following schedules are attached to and form a part of this Agreement. Schedules may be updated by Khure from time to time, in its sole discretion, acting reasonably, and posted at www.khurehealth.ca/privacypolicy/, www.khurehealth.ca/serviceagreement/.

Schedule A – Order form

Exhibit “A” – End User License Agreement

HEALTH CARE PROVIDER OBLIGATIONS:

Health Care Provider shall:

mandate and ensure that all Health Care Practitioners who use Khure SaaS Services have read and signed the End User License Agreement attached hereto as Exhibit “A” (“EULA”); and
permit Khure, or its agent, at all reasonable times and at Khure’s expense, to verify that the use of the Services and the Documentation by the Healthcare Providers and the Users is in accordance with the terms of this Agreement.

ARTICLE 2: KHURE SAAS SERVICES

2.1 Provisioning of the Khure SaaS Services

Subject to Healthcare Provider’s compliance with the terms and conditions of this Agreement and any applicable Order Form, Khure will make the Khure SaaS Services available to Healthcare Provider for use by Healthcare Provider and all Users during the Subscription Period.

2.2 Minimum Terms with Users.

Healthcare Provider will ensure that all Health Care Practitioners who will use the Khure application or notes have entered into the End User License Agreement attached hereto as Exhibit “A”.

2.3 Restrictions on Use

Healthcare Provider must not itself, and will not permit others (including Authorized Users and Users) to:
1. copy the Khure SaaS Services, in whole or in part;
2. sub-license, sell, rent, lend, lease, publish, transfer or distribute the Khure SaaS Services or any intellectual property rights therein or otherwise make the Khure SaaS Services available to others;
3. use or access the Khure SaaS Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Khure SaaS Services, or for any purpose or in any manner not expressly permitted in this Agreement;
4. bypass or breach any security device or protection used for or contained in the Khure SaaS Services or Documentation;
5. use the Khure SaaS Services to create, collect, transmit, store, use or process any Healthcare Provider Data:
  1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  2. that Healthcare Provider does not have the lawful right to create, collect, transmit, store, use or process; or
  3. 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);
modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvement of any Khure SaaS Services;
reverse engineer, de-compile, decode, disassemble or adapt the Khure SaaS Services or otherwise attempt to drive or gain access to the source code of the Khure SaaS Services, in whole or in part;
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 Khure SaaS Services and Documentation, including brand, copyright, trademark and patent or patent pending notices;
access or use the Khure SaaS Services for the purpose of: (i) benchmarking or competitive analysis of the Khure SaaS Services; (ii) developing, using, providing or building a similar or competitive product or service; (iii) any other purpose that is to Khure’s detriment or commercial disadvantage;
perform any vulnerability, penetration or similar testing of the Khure SaaS Services; or
use the Khure SaaS Services and Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement.

2.4 Suspension of Access; Scheduled Downtime; Modifications

At any time during the Subscription Period, Khure may, at its discretion:

suspend Healthcare Provider’s access to or use of the Khure SaaS Services or any component thereof:
1. for scheduled maintenance;
2. if Healthcare Provider violates any provision of this Agreement; or
3. to address any emergency security concerns; and
modify the Khure SaaS Services. For greater certainty, Healthcare Provider is required to accept all patches, bug fixes and updates made by or on behalf of Khure to the Khure SaaS Services.

2.5 Access Methods; Responsibility for Users

Healthcare Provider agrees that it is responsible for protecting the security and integrity of the login credentials of its Authorized Users and Users. Healthcare Provider 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 Khure SaaS Service. Authorized Users and Users shall not gain, or attempt to gain, or permit any third party to gain, unauthorized access to the Khure SaaS Service or to use the Khure SaaS Service in an unauthorized manner. Healthcare Provider 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 Khure SaaS Service.

ARTICLE 3: PROFESSIONAL SERVICES

Khure will use commercially reasonable efforts to perform the Professional Services set out in the Order Form or SOW.

ARTICLE 4: OWNERSHIP; RESERVATION OF RIGHTS

4.1 Ownership

Healthcare Provider retains all ownership and intellectual property rights in and to Healthcare Provider Data. Healthcare Provider grants to Khure a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Healthcare Provider Data to provide the Khure Services. Khure may collect and analyze data and other information relating to the provision, use and performance of the Khure Services and related systems and technologies (including, without limitation, information concerning Healthcare Provider Data and data derived therefrom), and during and after the term of this Agreement, Khure may: (i) use such data and information to improve and enhance the Khure Services and for other development, diagnostic and corrective purposes in connection with the Khure Services and other Khure offerings except where prohibited by applicable law; (ii) 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 (iii) access, use and disclose such data and information as required by applicable law.
Khure or its licensors retain all ownership and intellectual property rights in and to: (i) the Khure Services; (ii) anything developed or delivered by Khure under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
All rights not expressly granted by a Party to the other Party under this Agreement are reserved by Khure.

4.2 No Implied Rights

Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Healthcare Provider or any third party any IP Rights or other right, title or interest in or to any of the Khure Services or Documentation.

ARTICLE 5: PRIVACY AND SECURITY

5.1.1 Healthcare Provider shall ensure that it has obtained all necessary consents and permissions to use all Healthcare Provider Data, including, without limitation, any Personal Information within the Healthcare Provider Data, entered into or transmitted through the Khure SaaS Service. Khure has no obligation to monitor any Healthcare Provider Data.

5.1.2 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 Khure Services.

5.1.3 Healthcare Provider acknowledges that all Personal Information and Healthcare Provider Data entered into or transmitted through the Khure SaaS Service will be treated in accordance with applicable privacy laws, Khure’s privacy policy, as updated from time to time, including that Khure may aggregate and/or de-identify Personal Information for quality improvement purposes, and other business purposes as stated in Khure’s Privacy Policy.

5.1.4 Khure maintains reasonable, industry standard administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of the Khure SaaS Service and the Healthcare Provider Data.

5.1.5 In the event of any loss of, unauthorized access to, or unauthorized use or disclosure of PHI (a “Privacy Breach”), at the first opportunity following the time Khure has confirmed the Privacy Breach, Khure shall:

immediately notify the Healthcare Provider of the Privacy Breach by phone followed by email.
investigate the Privacy Breach and provide the Healthcare Provider with detailed information about the Privacy Breach within a reasonable time; and
take the necessary actions to mitigate the effects and to minimize any damage resulting from the Privacy Breach.

5.1.6 If Khure gains unauthorized access to the Healthcare Provider Data under this Agreement, Khure shall at the first reasonable opportunity:

notify the Healthcare Provider by telephone, followed by written notice;
if the Healthcare Provider Data has come into the possession of Khure, securely return all copies of the Healthcare Provider Data to the Healthcare Provider and, if applicable, ensure that such Healthcare Provider Data has been permanently removed from any media or hardware on which it was stored; and
hold such Healthcare Provider Data in the strictest confidence and ensure that its employees, contractors and agents hold it in the strictest confidence.

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

ARTICLE 6: FEES AND PAYMENT

6.1 Fees

The fees set forth in each applicable Order Form or SOW are to be paid 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.
Except as otherwise specified in an Order Form, where applicable,
1. Subscription fees are based on Khure SaaS services purchased and not actual usage; and
2. Payment obligations are non-cancellable, and fees paid are non-refundable.

6.2 Invoicing

Where applicable, the Health Care Provider will set up with Khure 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.

6.3 Taxes

Fees do not include applicable sales and use taxes. Healthcare Provider 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 Khure.

ARTICLE 7: CONFIDENTIAL INFORMATION

7.1 Definitions

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: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

7.2 Confidentiality Covenants

Recipient hereby agrees that during the term of this Agreement and at all times thereafter it will not: (i) disclose Confidential Information of 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; (ii) use Confidential Information of Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. 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 Recipient takes to protect its own Confidential Information of a similar type.

7.3 Exceptions to Confidentiality

Notwithstanding Section 8.2, Recipient may disclose Discloser’s Confidential Information: (i) 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 law, Recipient promptly notifies Discloser in writing of such required disclosure and cooperates with Discloser to seek an appropriate protective order; (ii) 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 (iii) in the case of Khure, to potential assignees, acquirers or successors of Khure 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 Khure.

ARTICLE 8: WARRANTY; DISCLAIMER; INDEMNITY

8.1 Healthcare Provider Warranty

Healthcare Provider represents and warrants to, and covenants with Khurethat the Healthcare Provider Data will only contain Personal Information in respect of which Healthcare Provider has provided all notices and disclosures (including to each Authorized User and User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Khure to provide theKhure SaaS Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Khure and to or from all applicable third parties.

8.2 GENERAL DISCLAIMER

KHURE DOES NOT WARRANT THAT THE KHURE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE KHURE SERVICES. THE KHURE SERVICES (AND ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY KHURE TO HEALTHCARE PROVIDER (INCLUDING ALL THIRD-PARTY PRODUCTS AND SERVICES) ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, KHURE 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, KHURE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION (INCLUDING ALL THIRD-PARTY INFORMATION) PROVIDED TO HEALTHCARE PROVIDER IN CONNECTION WITH HEALTHCARE PROVIDER’S USE OF THE KHURE SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY HEALTHCARE PROVIDER FOR ANY PURPOSE WHATSOEVER.

Khure Services cannot and shall not, IN any way whatsoever, REPLACE OR substitute professional medical JUDGEMENT, SKILL OR advice REGARDING, among other things, diagnosis or treatment. healthcare provider agrees that medical diagnosis and treatment decisions cannot be and are not made by Khure nor through the usage of the Khure Services.

ARTICLE 9: LIMITATION OF LIABILITIES

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:

9.1 AMOUNT

NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF KHURE TO THE HEALTHCARE PROVIDER, 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 HEALTHCARE PROVIDER FOR THE KHURE SERVICES IN THE PRIOR SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000 (CND), WHICHEVER IS LESS. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL KHURE’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

9.2 TYPE

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY PERMITTED 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.

ARTICLE 10: SUBSCRIPTION PERIOD, TERM AND TERMINATION

10.1 Subscription Period; Automatic Renewal

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 Khure SaaS Services. The Khure SaaS Services may be cancelled at any time without notice prior to the expiration of the then-current Subscription Period.

10.2 Term of the Agreement

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 Agreement.

10.3 Termination for Agreement

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 (i) the institution by or against either Party of insolvency, receivership or bankruptcy proceedings for the settlement of the other Party’s debts, (ii) either Party making an assignment for the benefit of creditors, or (iii) either Party’s dissolution or ceasing to do business.

10.4 Effect of Termination

Upon termination of this Agreement (either pursuant to this Section 10.3 or other terms of this Agreement), all rights, licenses and authorizations granted to Healthcare Provider hereunder will immediately terminate and Healthcare Provider shall: (i) immediately cease all use of and other activities with respect to the Khure Services and Documentation; and (ii) within seven (7) days destroy and permanently erase from all devices and systems Healthcare Provider directly or indirectly controls, the Khure Services, 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; (iii) certify to Khure in a signed written instrument that it has complied with the requirements under this Section 10.4; and (iv) promptly pay to Khure all outstanding Fees owing as of the date of termination.

10.5 Survival

The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Article 4 (Ownership; Reservation of Rights), Article 5 (Privacy), Article 6 (Fees and Payment), Article 7 (Confidential Information), Article 8 (Warranty; Disclaimer; Indemnity), Article 9 (Limitation of Liabilities), Article 10.5 (Survival), and Article 12 (General Provisions).

ARTICLE 11: USE OF LOGO

Healthcare Provider grants to Khure the express right to use the Healthcare Provider’s company logo in public facing marketing, sales, and public relations materials and other communications solely to identify Healthcare Provider as Khure’s customer. Khure hereby grants to the Healthcare Provider the express right to use Khure’s logo solely to identify Khure as a provider of services to Healthcare Provider. 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.

ARTICLE 12: GENERAL PROVISIONS

12.1 Notices

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:
1. if to Khure, to the following address and contact information located at the following link: https://khurehealth.ca/contact-us/
2. if to Healthcare Provider, to the address set forth on the signature page hereto.
Either Party may change its contact information by providing the other Party written notice of the Party’s new contact information.

12.2 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 Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

12.3 Choice of Law

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 Khure from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

12.4 Export Restrictions

Healthcare Provider will comply with all export laws and regulations that may apply to its access to or use of the Khure SaaS Services.

12.5 Construction

Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Khure in this Agreement means the right of Khure to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Healthcare Provider.

12.6 Force Majeure

Neither Party will be liable for delays caused by any event or circumstances beyond Khure’s 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 Khure’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites.

12.7 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.

12.8 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.

12.9 Independent Contractors

Khure’s relationship to Healthcare Provider is that of an independent contractor, and neither Party is an agent, employee or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.

12.10 Entire Agreement

This Agreement, together with any schedules, Information Manager Agreements, 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.

12.11 Amendments

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.

12.12 English Language

It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

ARTICLE 13: EXECUTION

SCHEDULE A
ORDER FORM

THIS ORDER FORM (“Order Form”) is a binding agreement between Khure Health (“Khure”), and (“Customer”), for the services, licenses, and products listed herein, and is subject to the terms and conditions specified in the applicable Agreement between the Parties. Capitalized terms not defined herein shall have the same meanings as set forth in the applicable Agreement between the Parties. All dollar amounts are in Canadian dollars unless otherwise indicated.

Customer
Customer
Address
City, Province & Postal Code
Billing Contact Person
Phone
E-mail Address

Service Commitment Period
Start Date
Initial Term
Renewal Term	Automatically renews annually

Exhibit A

[Note: This End User License Agreement must be signed by all users of the Software as defined below, including Health Care Professionals as defined in the Services Agreement.]

END USER LICENSE AGREEMENT

Correct Use of Khure Health’s Clinical Intelligence Platform

Health care practitioners using the information derived from Khure need to comply with CPSO Policies relating to Medical Records Documentation (https://www.cpso.on.ca/Physicians/Policies-Guidance/Policies/Medical-Records-Documentation).

This End User License Agreement (“License”) governs the use of Khure Health Inc.’s (“Khure”, “we”, “us”, or “our”) clinical intelligence platform (the “Software”). The terms “You” and “Your” refer to users of the Software.

PLEASE READ THIS AGREEMENT CAREFULLY. This agreement governs your use of the Software.

BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE, AS AMENDED FROM TIME TO TIME. THIS LICENSE IS A LEGAL CONTRACT BETWEEN KHURE AND YOU. YOU CONFIRM THAT YOU POSSESS THE LEGAL RIGHT AND CAPACITY TO UNDERSTAND AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THIS LICENSE IN WHOLE OR IN PART, YOU ARE NOT PERMITTED TO USE THE SOFTWARE.

Khure reserves the right, at its sole discretion, to change, add or remove portions of this License at any time without incurring any liability or obligation. You may not change the License of this agreement in any manner. Using the Software after Khure makes changes to the License means you agree to and accept the revised License.

Primary Purpose of Khure

The primary purpose of Khure’s Software is to assist in the identification and assessment of patients potentially at risk of rare and complex conditions.

Grant of License

Subject to the terms and conditions of this License and any applicable third-party license conditions, Khure hereby grants you a limited, non-exclusive, non-transferrable, non-assignable, revocable, terminable, personal license to use the Software in strict accordance with the terms of this License, and Khure reserves all other rights. For greater certainty, this License does not grant you any rights with respect to any third party applications and/or products.

Use of the Software and Your Obligations

Khure grants limited authorization to access and use the Software, subject to the License. You agree that you will not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Software and, if you sell your electronic device to a third party, you must remove the Software from the device before doing so. You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software or any part thereof (except and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent it may be permitted by the licensing terms governing use of an open-sourced component included with the Software). You may not use any Software services in a manner that could damage, disable, overburden or impair any Khure service, or the network connected to any Khure service, or interfere with any other party’s use and enjoyment of any services.

Automatic Updates

Khure may from time to time develop updates, upgrades, bug fixes and other modifications (“Updates”) to improve the performance and usability of the Software. These Updates may be automatically installed without providing any additional notice. By using the Software, You consent to such Updates.

Term and Termination

This License commences on the date that you access or use the Software and will continue until terminated by You or Khure. Your rights under this License will terminate automatically if You fail to comply with any of its terms. Upon termination, You will cease all use of the Software.

You acknowledge and agree that the Software is being licensed, not sold, to You by Khure or its licensors and You will not acquire any ownership interest in the Application. Khure retains all right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software. There are no implied licenses granted in this License.

Without prejudice to any other rights, Khure may terminate this License at any time by giving you notice of such cancellation, in which case you must destroy all copies of the Software in your possession and all of its documentation and cease and desist from any further use of the Software.

In addition, Khure may at any time suspend your access to the Software, if you are in breach of this Agreement or using the Software in a manner that impairs the operation of the Software or that violates the Khure Privacy Policy. You agree that we are not liable to you or any third party for any termination of your access to our Software.

Privacy

Any Personal Information you provide is disclosed or used in accordance with applicable privacy laws, and consistent with our role with respect to health information custodians and/or health care organizations. You acknowledge that you have read Khure’s Privacy Policy and hereby consent to the collection, use and disclosure by Khure of your Personal Information for purposes identified in Khure’s Privacy Policy. You acknowledge that Khure may aggregate and/or de-identify Personal Information for quality improvement purposes, other business purposes including those stated in Khure’s Privacy Policy.

If you would like to contact us about Privacy, please email us at info@khurehealth.ca

Not a System of Record

You agree and acknowledge that the Software does not constitute a system of record in any way.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Khure, its directors, officers, employees, agents, licensors, and their respective successors and assigns be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including without limitation, any direct, special, indirect, punitive, incidental or consequential damages, loss of use, loss of data, any other loss incurred in connection with your use, misuse or reliance upon the Service, your inability to use the Service, personal injury, fines, fees, penalties or other liabilities), whether or not Khure was advised of the possibility of such damages, resulting from or related to this agreement.

You assume all risk with respect to the results and performance of the Software.

To the extent that the foregoing limitation is not permitted by applicable law, in no event will Khure’s total aggregate liability in connection with or under this agreement, or your use of, or inability to make use of, the Software exceed the amount of $100.00 (Canadian dollars). For greater certainty, the existence of one or more claims under this agreement will not increase this maximum liability amount.

Links to other Sites

The Service may contain links to third party services or references to products or services other than those of Khure. These links are for your convenience only and do not imply the endorsement or approval of such Products and Services by Khure. You interact with the third-party links at your own risk.

Warranties and Disclaimer

YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. EXCEPT FOR WARRANTIES WHICH MAY NOT BE DISCLAIMED AS A MATTER OF LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM STATUTE, OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE ACCURACY OR NATURE OF THE CONTENT AND DATA WITHIN OR ACCESSIBLE THROUGH OR PROVIDED BY THE SOFTWARE, TITLE, MERCHANTABILITY, MERCHANTIBLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF OTHER’S INTELLECTUAL PROPERTY RIGHTS, RELIABILITY, QUIET ENJOYMENT, AND DURABILITY. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

Khure Services cannot and shall not, IN any way whatsoever, REPLACE OR substitute professional medical JUDGEMENT, SKILL OR advice REGARDING, among other things, diagnosis or treatment. You acknowledge and agree that medical diagnosis and treatment decisions cannot be and are not made by Khure nor through the usage of the Khure Services.

General Legal License

The Software is operated by Khure from its offices within the Province of Ontario, Canada. You agree that all matters relating to this License, or your access or use of the Software and its content shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws principles. You agree and hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters relating to your access and use of the Software and the content as well as any dispute that may arise therefrom.

Khure’s failure to exercise or enforce any right or provision of this License shall not constitute a waiver of such right or provision.

The invalidity or unenforceability of any provision of the License or any covenant contained herein shall not affect the validity or enforceability of any other provision or covenant contained herein and any such invalid provision or covenant shall be deemed severable from the rest of the License.

If you are accepting on behalf of your Medical Professional Corporation (MPC), you represent and warrant that: (i) you have full legal authority to bind your MPC to these License; (ii) you have read and understand these License; and (iii) you agree to this License on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity, please do not use the Service.

If you have any questions about these License of use, please contact us:

By email: info@khurehealth.ca

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