If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product. This Agreement is between VITA INNOVATIONS, INC. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below. If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement. Cover Page Order Form Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (https://commonpaper.com/standards/cloud-service-agreement/2.1/), which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms. Cloud Service: a digital health platform that offers several workflow automation services to patients and providers within the emergency medicine space. These services efficiently optimize existing workflows, enabling personalized care for each patient. Order Date: The Effective Date Subscription Period: 1 year(s) Cloud Service Fees: TBD Payment Process: Automatic payment: Customer authorizes Provider to bill and charge Customer's payment method on file Monthly for immediate payment or deduction without further approval. Payment Process: Bill by invoice: Provider will invoice Customer Monthly. Customers will pay each invoice within 60 day(s) from the last day of the Subscription Period. Non-Renewal Notice Period: At least 60 days before the end of the current Subscription Period. Use Limitations: TBD Technical Support: Provider will offer the following support: Implementation and Onboarding Support: Provider will assist Customer with the implementation of the Cloud Service and provide onboarding guidance to ensure proper setup and use of the platform. Email Support: Customers can reach out for technical assistance via email at evanknobler@vitainnovations.co. Service Level Agreement (SLA) Provider will use commercially reasonable efforts to ensure the Cloud Service remains available and functional at least 99.5% of the time in any given calendar month, excluding scheduled maintenance and force majeure events (as defined below). Downtime Downtime refers to any period in which the Cloud Service is unavailable to all Customers due to a fault of the Provider, excluding: Scheduled maintenance with at least 48 hours' prior notice, Emergency maintenance required to protect service integrity, Issues caused by third-party integrations, Customer misuse, or Customer infrastructure failures, Force majeure events beyond Provider's control (e.g., natural disasters, cyberattacks, widespread cloud provider outages). Errors and Interruptions Excessive errors and interruptions are defined as the Cloud Service experiencing: Unscheduled Downtime exceeding 15 hours in a calendar month, OR A sustained error rate above 3% for API calls or core system functions over any rolling 7-day period, OR More than five (5) instances of Downtime lasting at least 30 consecutive minutes each in a calendar month. Customer Remedies If the Provider fails to meet the SLA for two consecutive calendar months OR for a total of three calendar months within a rolling 12-month period, the Customer may, as its sole and exclusive remedy, terminate this Order Form upon 30 days' written notice and receive a prorated refund of prepaid fees for the unused portion of the Subscription Period. Limitations Maximum Refund: The total refund under this SLA will not exceed one (1) month's worth of fees for the affected Subscription Period. Claim Process: Customer must submit an SLA claim with detailed documentation of service issues within 15 days of the end of the affected month, or the claim will be considered waived. Exclusions: The SLA does not apply to beta services, free-tier customers, or trial accounts. Professional Services: TBD Professional Services Fees: TBD Key Terms Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company. Provider: VITA INNOVATIONS, INC. Effective Date: The date Customer first accepts this Agreement. Governing Law: The laws of the State of Delaware Chosen Courts: The state or federal courts located in Delaware Covered Claims: Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of this Agreement, violates, misappropriates, or otherwise infringes upon third-party intellectual property or proprietary rights. Customer Covered Claims: Any action, proceeding, or claim that: The Customer Content, when used in accordance with this Agreement, violates, misappropriates, or infringes upon third-party intellectual property or proprietary rights. Arises from the Customer's breach of applicable laws or misuse of the Cloud Service, including any unauthorized or prohibited use. Liability Cap Amounts: General Cap Amount: The total liability of either party under this Agreement will not exceed the fees paid or payable by Customer to Provider in the 12-month period immediately before the claim. Increased Claims: The following claims are subject to an increased liability cap equal to twice the fees paid or payable by Customer in the 12-month period before the claim: Breach of confidentiality obligations stated in this Agreement. Breach of data protection and security obligations, except for security breaches not caused by gross negligence or willful misconduct. Any claim arising from the unauthorized use, access, or disclosure of Customer Data due to Provider's negligence. Unlimited Claims: The following claims are not subject to any cap: Indemnification obligations for third-party intellectual property infringement. Breach of confidentiality or data protection obligations resulting from gross negligence or willful misconduct. Any liabilities that cannot be limited under applicable law. Notice Address: For Provider: notices@companyname.com For Customer: The main email address on Customer's account Attachments and Supplements Security Policy: Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering. Vita Innovations, Inc. utilizes Microsoft Azure as its cloud service provider. Azure provides enterprise-grade security, compliance, and reliability, including but not limited to: Data Encryption: Azure encrypts data at rest and in transit using industry-standard encryption protocols. Compliance: Azure maintains compliance with SOC2 Type II, HIPAA, ISO 27001, and other global security standards. Network Security: Azure offers advanced security measures, including firewalls, DDoS protection, and intrusion detection to safeguard customer data. Access Controls: Azure provides role-based access control (RBAC) and multi-factor authentication (MFA) to limit unauthorized access. Regular Security Audits: Azure undergoes continuous monitoring and security assessments to maintain high standards of protection. For more details on Microsoft Azure's security framework, please visit: Azure Security Documentation. Security Policy available at: TBD Provider will maintain SOC II Type 2 and HIPAA certifications which are available upon request.