Enzo Health Service Agreement Terms & Conditions

1.1. Subject to the terms hereof, Company will use commercially reasonable efforts to provide Customer the Services (i) in a manner that conforms in all material respects to the specifications under the Service Agreement and (ii) in a timely, professional and workmanlike manner substantially consistent with general industry standards.

1.2. Company will use commercially reasonable efforts to provide Customer with technical support services in accordance with the following:

1.2.1. Company will provide technical support to Customer via both telephone and electronic mail during the hours of 9:00 am through 5:00 pm Mountain time, with the exclusion of weekends and major U.S. federal holidays ("Support Hours").

1.2.2. Customer may initiate a helpdesk ticket during Support Hours by calling 801-440-0184 or any time by emailing support@enzo.health.

1.2.3. Company will use commercially reasonable efforts to respond to all support requests within one (1) business day.

2.1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information in the same manner as the Receiving Party protects its own Proprietary Information, and in no event using less than reasonable care, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third party any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law to comply with an order or subpoena of any administrative agency or court of competent jurisdiction, provided that (i) the Disclosing Party shall use reasonable efforts to provide the other party with prompt written notice of such order or subpoena so that the other party (or any of its Affiliates (as defined hereafter)) may seek an appropriate protective order, unless, providing such notice would itself constitute a violation of applicable law, and (ii) the Disclosing Party shall only disclose that portion of the information that, in the opinion of such party's legal counsel, is legally required to be disclosed.

2.2. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (i) the Services and software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services or support, and (iii) all intellectual property rights related to any of the foregoing.

2.3. Customer hereby grants to Company a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable, and perpetual license to use for any lawful purpose any suggestions, enhancement requests, recommendations or other feedback Company receives from Customer, Customer's users, or other third parties acting on Customer's behalf (collectively, "Feedback"). Company also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by any Feedback.

2.4. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the 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), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.1. Customer shall not and Customer shall not enable any third party to: (a) license, sublicense, sell, resell, outsource, modify, repair, alter, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Services; (b) make any of the Services available to or process data on behalf of any third party, other than authorized users in furtherance of Customer's internal business purposes as expressly permitted by the Service Agreement; (c) circumvent or disable any security or other technological features or measures of any Services, or attempt to probe, scan or test the vulnerability of a network or system or to breach security or authentication measures; (d) modify, adapt, or hack any of the Services or otherwise attempt to gain unauthorized access to any of the Services or related systems or networks; (e) use any of the Services in any unlawful manner, including but not limited to violation of any individual's privacy rights; (f) use any of the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights; (g) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up any of the Services; (h) use any of the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, defamatory, libelous, obscene, or discriminatory; (i) use any of the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (k) access any of the Services for competitive purposes and/or if Customer (or a user) are a competitor of Company; or (m) use or launch any automated system that accesses a Service (i.e., a bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. With respect to any software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such software in connection with the Services during the Term only.

3.2. Customer is solely responsible for the content, accuracy, and legality of all of Customer Data, and Company has no obligation to review Customer Data for the foregoing. The Customer also maintains all responsibility for determining whether the Services and the information generated thereby are accurate or sufficient for Customer's purposes. Customer is responsible for maintaining the confidentiality of all user login information for Customer's account.

3.3. Customer is solely responsible for any and all clinical judgments and decisions made during Customer's use of the Services. Customer hereby acknowledges and agrees: (i) the Services provided by Company may utilize artificial intelligence ("AI") functionality to support medical professionals in the intake, organization and summarization of certain information to aid in their decision-making; (ii) the Services, including any AI functionality, do not offer medical advice, diagnose conditions or recommend treatments; and (iii) Customer understands the limitations of the Services, including any AI functionality, and will ultimately use its own professional judgment in conjunction with any information or summarizes provided by the Services.

3.4. Customer is responsible for its compliance with the provisions of the Service Agreement and with all applicable laws, including compliance by its users and for any and all activities that occur under Customer's account, which Company may verify from time to time. Without limiting the foregoing, Customer is solely responsible for ensuring that Customer's use of the Services is compliant with any and all terms, privacy policies, agreements or other obligations Customer may maintain or enter into with its own customers, users and/or third-party service provider.

3.5. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Service Agreement and will be prohibited except to the extent expressly permitted by the terms of the Service Agreement. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company 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 this Section 3.

3.6. 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"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

4.1. Customer represents and warrants that Customer has all necessary rights, title and permissions for Customer and Company to access, collect, share, and use Customer Data as contemplated by the Service Agreement and that Customer Data does not and will not violate or infringe (a) any intellectual property, publicity, privacy, or other rights, or (b) any applicable laws.

4.2. To the extent Customer Data constitutes "Personal Data" under applicable laws, the Parties agree that Customer shall be deemed to be the Data Controller and Company shall be deemed to be the Data Processor, as those terms are understood under the Applicable Data Protection Law (as defined below). Customer acknowledges and agrees that Company may use subprocessors, who may access Customer's Data and usage data, to provide, secure, and improve the Services. If applicable, Company's Data Processing Addendum ("DPA"), available at enzo.health/dpa, is hereby incorporated by reference into the terms of the Service Agreement. For purposes of the Service Agreement, "Applicable Data Protection Law(s)" means the laws and regulations of the United States (including the California Consumer Privacy Act (the "CCPA")), the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom (including the General Data Protection Regulation or GDPR and any applicable national laws made under it where Customer is established in the European Economic Area), the Swiss Federal Act of 19 June 1992 on Data Protection, UK GDPR, and any other applicable laws and regulations, all as may be amended or superseded.

4.3. In operating the Services, Company will maintain commercially reasonable administrative, physical, and technical safeguards ("Safeguards") designed to protect the security, confidentiality, and integrity of Customer Data. These safeguards include encryption of Customer Data in transmission (encryption in transit or similar technologies). Company is not responsible for any Safeguards relating to any Third-Party Services (as defined below), which Customer may link to through the Services at Customer's election. Company will, and will cause its personnel and subcontractors, to abide by Customer's policies and procedures provided to Company from time to time, including Customer's data security policy. Company shall take reasonable precautions to preserve the integrity of any Customer Data it processes and to prevent any corruption or loss of the Customer Data, including but not limited to establishing effective back-up and data restoration procedures in compliance with Applicable Data Protection Law(s) or other applicable laws.

4.4. Company may also collect and use certain information about Customer, its users and usage of the Services as far as required for invoicing and license auditing purposes and to analyze and/or resolve technical support cases.

5.1. Company may make available, and Customer and Customer's users may choose to enable, access, or use various Third-Party Services (as defined below) through or in conjunction with the Services. If Customer does decide to enable, access, or use Third-Party Services, Customer's access and use of such Third-Party Services shall be governed by the terms and conditions of such Third-Party Service provider and/or Company's terms and conditions, as applicable. Company does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Customer Data), or any interaction between Customer and the provider of such Third-Party Services. Company cannot guarantee the continued availability of such Third-Party Service features and may cease enabling access to them without entitling Customer to any refund, credit, or other compensation, if, for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the corresponding Service(s) in a manner acceptable to Company. Customer irrevocably waives any claim against Company with respect to such Third-Party Services. Company is not liable for any damages or losses caused or alleged to be caused by or in connection with Customer's enablement, access, or use of any such Third-Party Services, or Customer's reliance on the privacy practices, data security processes, or other policies of such Third-Party Services. Customer may be required to register for or log into such Third-Party Services on their respective websites. By enabling any Third-Party Services, Customer is expressly permitting Company to disclose Customer's user logins and Customer Data as necessary to facilitate the use or enablement of such Third-Party Services. For purposes of the Service Agreement, "Third-Party Services" means third-party products, applications, services, software, networks, systems, directories, websites, databases, and information to which the Services link, or which Customer may connect to or enable in conjunction with the Services, including, without limitation, Third-Party Services that may be integrated directly into Customer's account by Customer or at Customer's direction.

6.1. Customer will pay Company the then applicable fees described in the Service Agreement for the Services in accordance with the terms therein (the "Fees").

6.2. Unless otherwise stated on an applicable invoice, all Fees are exclusive of, and Customer shall pay, all Taxes (as defined below) imposed on Company or Customer (other than taxes imposed on Company's income) related to Customer's order unless Customer has provided Company with an appropriate resale or exemption certificate for the delivery location, which is the location where the Services are used. Company will invoice Customer for such Taxes if Company believes Company has a legal obligation to do so and Customer agrees to pay such Taxes if so invoiced. For purposes of this section, "Taxes" means taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction.

6.3. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department at support@enzo.health.

7.1. Subject to earlier termination as provided below, this Service Agreement shall be in effect for the Initial Term specified in the order form and shall be automatically renewed for additional periods of the same duration as such Initial Term (each, a "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current Term.

7.2. In addition to any other remedies it may have, either party may terminate the Service Agreement as follows:

(i) Material Breach: Upon thirty (30) days' written notice, if the other party materially breaches the Service Agreement (including, for clarity, failure to pay undisputed Fees in a timely manner), if such breach remains uncured at the expiration of such thirty (30) day period.

(ii) Immediate Termination: Immediately and without notice, if the other party (a) ceases to do business in the ordinary course or otherwise terminates its operations (other than pursuant to a permitted assignment under the Service Agreement), or (b) becomes the subject of a petition in bankruptcy or any other proceedings relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

In all cases, Customer shall remain responsible for payment in full for all Services up to and including the effective date of termination.

7.3. All sections of the Service Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8.1. In addition to the Services and support described in Section 1, Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY 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.

8.2. Consistent with Section 3.3, Company disclaims all liability for any clinical decisions or actions taken by medical professionals based on information provided by the Services, including by its AI components. By using the Services, Customer hereby acknowledges and agrees that Customer must review, verify and sign off on all information prior to making any clinical judgments or decisions. ALL CLINICAL JUDGMENTS AND DECISIONS ARE THE SOLE RESPONSIBILITY OF CUSTOMER AND ANY MEDICAL PROFESSIONAL USING THE SERVICES.

9.1. Company shall indemnify, defend and hold harmless Customer from liability to third parties resulting from infringement or misappropriation by the Services of such third party's United States patent, copyright or trademark rights, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Service is not strictly in accordance with the Service Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate the Service Agreement and Customer's rights thereunder and provide Customer a refund of any prepaid, unused fees for the Services. EXCEPT AS OTHERWISE PROVIDED BY LAW, THIS SECTION STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF THE COMPANY, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT RELATED TO THE SERVICES.

9.2. Customer shall indemnify, defend and hold harmless Company, its affiliates and their respective officers, directors, employees, contractors, agents, successors and assigns (collectively "Company Indemnitees") from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and costs) incurred by a Company Indemnitee in connection with any claim to the extent such claim arises from: (i) Customer's violation of any of these Terms & Conditions; (ii) Customer's violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iii) Customer's violation of any law, rule or regulation of the United States or another country; or (iv) Customer Data or any other data provided to Company by Customer or its users.

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL UNDER NO CIRCUMSTANCES BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE SERVICE AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, IN EACH CASE WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSES OF ANY LIMITED REMEDY: (A) FOR ANY INTERRUPTION, DELAY, LOSS, INACCURACY, DESTRUCTION OR CORRUPTION OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS OR TECHNOLOGY; (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND; (C) FOR ANY DAMAGES, COSTS OR LOSSES ARISING FROM OR RELATED TO EVENTS BEYOND COMPANY'S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION FORCE MAJEURE EVENTS; OR (D) FOR ANY AND ALL DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THE SERVICE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2. Customer acknowledges that Company has set the pricing for its Services and entered into the Services Agreement in reliance on the limitations of remedies and liability stated in these Terms & Conditions, and that these limitations reflect an agreed allocation of risk between Company and Customer.

11.1. Except where prohibited by applicable law, the Company reserves the right to modify any element of these Terms & Conditions or its other policies at any time. If the Company updates these Terms & Conditions, the Company will: (i) post a notice on the Services, send Customer an email and/or notify Customer by some other means as required by applicable law; (ii) post a new version of these Terms & Conditions at https://enzo.health/terms-and-conditions-07-2025; and (iii) update the "Last Updated" date at the top of these Terms & Conditions. The Company may require Customer to provide consent to the updated Terms & Conditions in a specified manner before further use of the Services is permitted. If Customer does not agree to any change(s) after receiving a notice of such change(s), Customer agrees to stop using the Services. Otherwise, Customer's continued use of the Services after the effective date of any such modification to these Terms & Conditions or other policies shall constitute Customer's acceptance of such modifications.

11.2. If any provision of the Service Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Service Agreement will otherwise remain in full force and effect and enforceable.

11.3. Neither party may assign the Service Agreement without the other party's prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without the other party's consent, assign the Service Agreement to an Affiliate (as defined below) or in connection with any merger or change of control of such party or the sale of all or substantially all of its assets, provided that any such successor or assignee agrees to fulfill its obligations pursuant to the Service Agreement. Subject to the foregoing restriction, the Service Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. For purposes of the Service Agreement, "Affiliate(s)" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise. Any attempt to transfer or assign the Service Agreement except as expressly authorized under this Section 11.2 will be null and void.

11.4. The Service Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Service Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

11.5. No agency, partnership, joint venture, or employment is created as a result of the Service Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

11.6. In any action or proceeding to enforce rights under the Service Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

11.7. All notices under the Service Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Either party, by written notice to the other, may alter its address for written notices under the Service Agreement.

11.8. The Service Agreement shall be governed by, subject to, and interpreted in accordance with the laws of the state of Utah, without regard to conflict of laws principles. The parties hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Utah for the purposes of adjudicating any action or proceeding to enforce the terms of the Service Agreement.