## TERMS OF SERVICE FOR PATIENT CARE MANAGEMENT SERVICES
Last updated: April 2, 2025
6. CONFIDENTIALITY.
6.1. Confidentiality Definition. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical, product, or financial information relating to the Disclosing Party’s business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (hereinafter referred to as the “Confidential Information” of the Disclosing Party). Lara Health’s Confidential Information includes non-public information regarding features, functionality, performance of the Service, and related materials or documentation. Customer’s Confidential Information includes the User Information and User Submissions. This Agreement and the information in all Orders will be deemed the Confidential Information of both parties. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.
6.2. Protection and Use of Confidential Information. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those Users who are bound by confidentiality and non-use obligations just as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement; (c) except as expressly set forth herein, make all commercially reasonable efforts not to disclose any of Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent; and (d) will not use the Disclosing Party’s Confidential Information for any purpose other than to fulfill its obligations under this Agreement. Nothing above will prevent either party from sharing the terms of this Agreement or the name of the other party with prospective investors or acquirors; provided, however, that the foregoing persons or entities are bound to standard confidentiality obligations.
6.3. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
6.4. Feedback. Customer may from time to time provide suggestions, comments, or other feedback with respect to the Service (“Feedback”). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to Lara Health specifically regarding the Service and will not include User Information or User Submissions. Company may want to incorporate Feedback into its Service and this clause provides Company with the necessary license to do so. Customer hereby grant to Company and Company’s assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license, if any, to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise distribute and exploit any Feedback as Company sees fit, entirely without obligation or restriction of any kind, except that Company will not identify Customer as the provider of such Feedback.
7. CUSTOMER RESPONSIBILITIES
7.1 Customer shall be responsible for maintaining the confidentiality of its account and passwords and for all activities that occur under its account.
7.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Lara Health’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Lara Health against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
7.3 Customer shall provide accurate and current information and notify Lara Health promptly of any changes.
7.4 Customer shall not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with others' use of the Services.
7.5 The Service contains customizable settings allowing each User to give permission to other Users to perform various tasks within the Service (“Permissions”). It is also solely Customer’s responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Company will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users. Customer may, at its option, provide access to the Service and Documentation to its Affiliates (defined below), in which case all rights granted, and obligations incurred, under this Agreement will also inure to the benefit of such Affiliates. Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and that Customer has the power to negotiate this Agreement on behalf of its Affiliates. Customer will also be responsible for all payment obligations under this Agreement regardless of whether the use of the Service is by Customer or its Affiliates. Any claim by an Affiliate against Company will be brought by Customer and not the Affiliate. For the purposes of this Agreement “Affiliate” will mean of a party will mean an entity directly or indirectly controlling, controlled by or under common control with that party (where “control” means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.
7.6 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).
7.7 Customer is responsible for all activity on its Users’ accounts unless such activity is caused by a third party bad actor able to access Customer’s account by exploiting vulnerabilities in the Service itself. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User.
8. DATA
8.1 User Information. Customer and its Users are required to provide information such as name, email address, username, IP address, browser, and operating system. (“User Information”) upon logging into the Service in order to access the Service. Customer grants Lara Health and its subcontractors the right to store, process and retrieve the User Information in connection with Customer’s use of the Service. Customer represents and warrants that it has obtained all necessary rights to transfer User Information to Company and to process the User Information as contemplated by this Agreement. Customer is responsible for all User Information. Accordingly, Customer is responsible for all resulting liability if usernames, passwords, tokens, or keys in Customer’s possession are used by any party not authorized to do so. Customer (on behalf of its Users) grants Company the right to access, use, process, copy, distribute (to Users), perform (for Users), export (to Users) and display (for Users) User Information, only as reasonably necessary (a) to provide the Service to Customer (including the transfer of User Information to Company); (b) to prevent or address service, security, support, or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer.
8.2. User Submissions. Customer grants Lara Health and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, and display (to Users) User Submissions for the sole purpose of providing the Service to Customer. Except for the limited rights and licenses granted in this Agreement, Customer will own all right, title and interest in and to the User Submissions and there are no implied licenses under this Agreement. Lara Health is a data processor and acts solely on behalf of Customer.
8.3. Service Data. Company shall not access or use Customer Data except as necessary to provide the Services, comply with law, or as expressly permitted in this Agreement. As Customer (including its Users) interacts with the Service, the Service collects data pertaining to the use, provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) of the Service and measures of the operation of the Service (together, “Service Data”). Notwithstanding anything else to the contrary herein, provided that the Service Data is aggregated and anonymized, and no User Information, User Submissions, or any other personal identifying information of Customer is revealed to any third party, the parties agree that Lara Health is free to use the Service Data in any manner, during and after the Term hereof. Lara Health owns all right, title, and interest in and to such Service Data. For clarity, this section does not give Lara Health the right to identify Customer (including its Users) as the source of any Service Data.
8.4. Data Protection. Company has established and implemented reasonable information security practices regarding the protection of User Submissions and User Information (collectively “Customer Data”), including administrative, technical, and physical security processes. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of its hardware, software, systems, information, and Customer Data. Company will, during the Term, process all Customer Data in accordance with Company’s Policy.
9. WARRANTIES
9.1 Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules and regulations.
9.2 Warranty Disclaimer. Lara Health shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Lara Health or by third-party providers, or because of other causes beyond Lara Health’s reasonable control, but Lara Health shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Lara Health does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. This disclaimer is in addition to, and not in lieu of, the limitations of liability in Section 9.
10. LIMITATION OF LIABILITY
10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LARA HEALTH (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT OR TERMS AND CONDITIONS, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR COST TO PROCURE SUBSTITUTE, OR (C) ANY DAMAGES THAT IN THE AGGREGATE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE THAT IS OR THE PROFESSIONAL SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10.2 For liability arising under the BAA, such limits shall be governed by that agreement.
10.3 Neither party shall be liable for any indirect, incidental, consequential, or punitive damages.
10.4 These limitations shall not apply to willful misconduct, gross negligence, or breach of intellectual property rights.
11. SUSPENSION RIGHTS
11.1 Company may suspend access to the Services if: (a) Customer fails to pay undisputed amounts when due and such failure continues for ten (10) days after notice; (b) Company reasonably believes that Customer’s use poses a security risk or violates law or the Acceptable Use Policy; (c) Required to comply with law or government order. Additional prohibited activities and grounds for suspension are detailed in Section 11.
12. USE RESTRICTIONS
12.1 Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than Authorized Customers, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Lara Health branding contained in or on the Service, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, including, without limitation, by introducing viruses and other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology, (g) use or access the Service to build or support and/or assist a third party in building or supporting products or services competitive to the Service or (h) attempt to probe, scan, or test the vulnerability of the Service or any Lara Health system or networks. If Customer (including Users) is using the Service in a manner that, in Lara Health’s reasonable judgment, causes or is likely to cause significant harm to Lara Health or the Service or otherwise threatens the security, integrity or availability of the Service then Lara Health may suspend Customer’s access to the Service. Lara Health will use commercially reasonable efforts under the circumstances of such suspension to (x) provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) limit the suspension to only accounts involved in the activities in question; and (z) remove the suspension as quickly as practicable after the circumstances leading to the suspension have been resolved.
13. SERVICE LEVELS AND SUPPORT
13.1 Company shall at all times provide such software and infrastructure capacity as is necessary to provide a commercially reasonable level of software / service performance, based on the performance commitments, volumes, and retention periods as set forth in this Agreement.
13.2 Company may limit support if usage becomes excessive, abusive, or outside the scope of reasonable use. Premium support packages may be offered.
13.3 Company performs regular data backups and maintains infrastructure to meet industry reliability standards.
14. GENERAL
14.1 Notices shall be in writing and sent via email, certified mail, or overnight courier.
14.2 Assignment. Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Company may assign this Agreement in its entirety (including all Orders), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all Company’s assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.3 Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
14.4 Force Majeure. Company will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of Company that make it impossible or commercially impracticable for such party to perform its obligations hereunder, which may include failure by a third-party hosting provider or utility provider, strikes (provided that such strike does not involve the employees of the party failing to perform), shortages, riots, fires, acts of God, war, terrorism, and governmental action.
14.5 Changes. Customer acknowledges that the Service is an on-line, subscription-based product, and that to provide improved customer experience Company may make changes to the Service provided, however Company will not materially decrease the core functionality of the Service. Amendment and Waivers. No modification or amendment to this Agreement will be effective unless made in writing and signed or accepted by an authorized representative of both parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
14.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
14.7. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.
14.8 Severability. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
14.9 This Agreement, including all Appendices and Orders, constitutes the entire understanding and supersedes all prior agreements and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Company may also unilaterally modify the terms of this Agreement by notifying you at least thirty (30) days prior to such changes taking effect.
14.10 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
14.11 By creating an Account on our Service, each User agrees to subscribe to newsletters, marketing or promotional materials and other information we may send. However, each User may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing support@lara.health.
14.12 Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Lara Health and its licensors. Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Lara Health.
14.13 You may provide us directly at legal@lara.health with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose
