END USER LICENSE AGREEMENT

Casect License. Subject to these Terms of Use and the End User License Agreement, Casect hereby grants to Subscriber a limited, revocable, non-transferable and non-exclusive license for web-based access to the Platform (as defined in (b) below) to the extent necessary to access, explore and otherwise use the Platform for the subscribed services, including but not limited to the Case Records (as defined in below).

Platform. The Platform shall include the following:

• Case Record. Casect offers a website and internet-based service, which provides Subscriber with the ability to create a surgical diary (a “Case Record”) to track cases and record notes, which will allow the Subscriber to review past cases and prepare for upcoming cases. The Case Record includes cases, techniques, references, and all other content associated with the Platform. Subscriber may attach references, photos, videos, and other content to the Case Record. Case Record data can be exported in various formats.
• Collaboration. The Platform will allow Subscriber to share Case Records with other health care providers, through a secure, private channel. Through these communications, Subscriber may share, discuss, and present Case Records.
• Education/Research. The Platform allows case review and preparation for medical students, residents and fellows. The Platform may provide analytics for program directors. Subscribers may use Case Records for research purposes. Case Records may be tagged and exported for board collection, including attaching required imaging and notes.
• Medical Content. From time to time, Casect may send messages to Subscriber containing specific medical and health related content and links to other related web sites. Casect may provide Subscriber with information by display banners, email, SMS, voicemail, or web browser, regarding treatments, techniques or other health-related benefits and services. From time to time, Casect may make available to a Subscriber, via the Platform, certain on-line general information regarding medical and health related topics in the form of advertisements, posts, newsletters or articles.

Subscriber License. Subscriber hereby grants to Casect a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license, with the right to sublicense, to use, reproduce, distribute, transmit, modify, create derivative works of, and publicly display anonymous data, graphics or content derived from any materials and other information created by Subscriber on the Platform, excluding Protected Health Information (the "Subscriber Materials"), by all means and in any media now known or hereafter developed. Subscriber hereby warrants that any such Subscriber Materials are owned by Subscriber, or that Subscriber has the right to submit such Subscriber Materials and grant the above license to Casect. Subscriber agrees that they shall have no recourse against Casect for any alleged or actual infringement or misappropriation of any proprietary right in any Subscriber Materials.

Limit on Casect License. The license granted to Subscriber above does not permit, and Subscriber agrees not to: (a) modify, translate, reverse engineer, disassemble, decompile or create derivative works owned or licensed by Casect (the “Casect Materials”) or any other part of the Platform or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Casect Materials or any other part of the Platform, except as expressly permitted in writing by Casect; or (b) transfer, distribute, sell, lease, rent, disclose or provide access to the Casect Materials or any other part of the Platform to any third-party.

Equipment. Subscriber is responsible for providing and maintaining all hardware and computer equipment necessary to establish a connection to the internet and paying all fees associated with the Subscriber's internet connection. Subscriber is responsible for all hardware network setup and maintenance required for the use of the Platform. Subscriber will not use equipment, software or connectivity with the Platform of a type or in a manner that delays, impairs or interferes with system functionality or that compromises security. Subscriber will not use the Platform for any unlawful purpose or to mislead, harass, or interfere with any person or entity. Subscriber will verify the identity and authority of its users (“Authorized Users”) to access the Platform, and undertake to administer security credentialing of each Authorized User.

Specifications. Subscriber will comply with the applicable hardware, software, internet connection, security and virus protection specifications as reasonably recommended by Casect.

Compliance. Subscriber covenants that all use of the Platform, and all services and information provided by Subscriber or its Authorized Users through the Platform, will fully comply with: (i) all applicable local, state and federal laws and regulations; (ii) internet host and provider regulations, policies and procedures; (iii) regulations, policies and procedures established by Subscriber's employer; and (iv) ethical and professional rules, standards and codes of conduct and acceptable medical practices.

Content. Subscriber acknowledges that it is responsible for all use of the Platform by its Authorized Users, including but not limited to the Subscriber Materials and Protected Health Information (collectively, the “Content”) that is posted, uploaded, emailed, transmitted or otherwise made available through the Platform, including Subscriber's creation of Content in the Case Records whether publicly posted or privately transmitted and whether on the Website or on or through any email or other messaging services, accessed through the Platform. Subscriber agrees to be solely responsible for the accuracy of the Content of the messages that Subscriber posts or allow others to post on the Platform or that are sent to third-parties. Subscriber will only provide information from a Case Record to a third-party if Subscriber is authorized to do so and has obtained the consents of any third-party required by law.

Restrictions. Subscriber agrees not to post, upload, email, transmit, distribute or otherwise publish or permit on or through the Platform any of the following: Platform any of the following: i) Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, abusive, threatening, harmful, negligent, invasive of privacy or publicity rights, inflammatory, fraudulent, or misleading or that impersonates any person or entity or otherwise misrepresents the status or affiliation of Subscriber or an Authorized User with any person or entity; ii) Viruses, corrupted data or other harmful, disruptive or destructive files; or iii) Unsolicited promotions, advertising or solicitations for funds, goods or services, including junk mail, chain letters and spam.

Entity Representations. If Subscriber is an entity (limited liability company, corporation, partnership or similar entity), Subscriber represents and warrant to Casect on a continuing basis through the term of this Agreement that: (i) Subscriber has the requisite corporate power and authority to execute and perform its obligations under this Agreement; (ii) the person executing this Agreement on Subscriber's behalf has the authority to bind Subscriber and that such person's execution of this Agreement is not in violation of Subscriber's bylaws, certificate of incorporation or other comparable document; and (iii) the execution of this Agreement does not constitute a material breach of any covenants or agreements by which Subscriber is bound.

Creation of Account. The Platform is accessed and controlled by Subscriber through an account maintained with Casect in accordance with the terms of this Agreement. Subscriber will create an account at casect.com in order to access the Platform. To create an account, Subscriber will be required to provide their name, e-mail address, phone number, payment information to include credit or debit card information and billing address, credentials, level of training, specialty, subspecialty, and related information. Subscriber will subscribe to the Platform for a monthly or annual fee, which will be payable as set forth below.

Subscriber Contact. Subscriber will be registered for purposes of establishing the Casect Account upon the completion and execution of this Agreement and the person executing and completing this Agreement will be designated as the “Subscriber Contact.” The Subscriber Contact will be the primary recipient of service information from Casect and will be the only person authorized to act on behalf of Subscriber in connection with the Casect Account.

Creating Case Records. Subscriber will be able to create Case Records through the Platform that Subscriber may customize to include Content that Subscriber creates or for which Subscriber secures permission from third parties to use and display on the Case Record. Subscriber is responsible for obtaining permission to use all Content displayed within, or linked to, the Case Records. Subscriber may also include Content that Casect makes available to Subscriber; provided that Subscriber does not modify, condense or otherwise alter such Content. Subscriber covenants not to permit the Case Records to be used for any unlawful activities. Subscriber will not post, link to, transmit, or store any Content or other information or communication that is prohibited by law, regulation and/or statute or is otherwise inconsistent with professional standards or the rules and regulations of Subscriber's employer.

Methods of Payment. Subscriber will provide a debit/credit or ACH account to be held on file with a third-party payment service or with Casect that will be charged a monthly or annual fee for the Platform subscription.

Delinquent Payment. Should Subscriber become delinquent in the payment of any sum due, Casect will have the right to suspend or terminate Subscriber's Casect Account and Subscriber's access to the Platform and Case Records.

No offsets. No offsets or setoffs of payments due to Casect hereunder are allowed with respect to any other agreement between the parties.

Price Increase. Casect may increase the prices for the Platform subscription for renewal terms by providing Subscription with written notice on the website.

Features. Casect may enable additional features or restrict already existing features on the Platform with written notice on the website.

Casect may make third party information available through the Platform and may provide links to Web pages and content of third parties (collectively “Third-Party Sites and Content”) as a service to those interested in this information or so that Subscriber may take advantage of services and health-related products offered by partners of Casect. The inclusion of links to Third Party Sites and Content does not constitute an endorsement of the content, products or services these websites provide, and except as expressly stated by Casect; Casect does not monitor or endorse, or have any editorial or other control over, any such Third-Party Sites and Content. Casect does not make any guarantee as to the quality, accuracy or completeness of any Third-Party Content or Sites, or of any products or services contained therein, and does not assume any responsibility for any kind for the content or information contained on these sites, or the products and services they provide. Therefore, the Subscriber is encouraged to use discretion and independent judgment and experience while viewing or using any Third-Party Sites and Content. Casect undertakes no responsibility to update or review any Third-Party Sites and Content. When linking to Third Party Sites and Content from the Software, Subscriber should be aware that Casect policies and terms no longer govern, and, therefore, Subscriber should review the applicable terms and policies, including privacy and data gathering practices, of that site. Subscriber uses links and Third-Party Content at their own risk.

Protection of Account. Subscriber will have log-in information for their Casect Account, including a username and password, as well as their multi-factor authentication (MFA) device(s). Subscriber will be responsible for all activity that occurs under Subscriber's Casect account and access credentials. Subscriber should take care to preserve the confidentiality of their username and password, and any device that Subscriber uses to access the Platform or Case Records.

Authorized User. The Casect Account is personal to Subscriber, and Subscriber may not share their account and log-in information with, or allow access to the account by anyone other than an Authorized User. Subscriber will terminate an Authorized User's status immediately if an Authorized User ceases to have authority to access data in the Case Records or Platform. Casect will be entitled to assume, unless notified by Subscriber, that an Authorized User presenting a username and associated password is the corresponding Authorized User.

Breach Notification. Subscriber must notify Casect immediately of any breach in secrecy of Subscriber's log-in information. If Subscriber has any reason to believe that its account information has been compromised or that Subscriber's account has been accessed by a third party, Subscriber must immediately notify Casect at the Notice Address set forth in the Privacy Policy. Subscriber will be solely responsible for the losses incurred by Casect due to any unauthorized use of Subscriber's account that takes place.

Confidential Information. "Confidential Information" means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Subscriber's Confidential Information shall include the content Subscriber's or an Authorized User's Case Records, not including personal information; Casect's Confidential Information shall include the Platform, feedback, and information relating to the performance, reliability, or stability of the Platform, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

Disaster Recovery. Casect will maintain a disaster recovery program consistent reasonably designed to retain data and return the Platform to functionality in the event of a disaster.

Casect Ownership and Intellectual Property. All ownership, including but not limited to copyrights, trademarks, patent rights and trade secrets, in and to the Platform, including but not limited to any portion of the Platform that is customized for Subscriber are owned exclusively by Casect. All improvements, updates, modifications, value-added versions or enhancements to the Platform, whether or not conceived or made by Casect or Subscriber in the course of or as a result of a Party's performance under this Agreement are and shall remain the sole property of Casect.

Subscriber Limited Use. Except for the license granted to Subscriber in Paragraph 1(a), Subscriber shall have no right to copy, modify, reproduce, publish or convey any part of the Platform. Subscriber shall acquire no ownership in the Platform and title to the Platform shall not pass to Subscriber.

Subscriber Restrictions. Subscriber shall not do any of the following with or through the Platform:

• Place or display any Content that implies any endorsement, sponsorship, guarantee, or assumption of responsibility for the services or products of Subscriber by Casect or any third party from whom Subscriber has not received specific permission;
• Resell, lease, encumber, sublicense, copy, distribute, publish, transmit, provide access to or provide use of the Platform, or any part of it, to any third party in any medium whatsoever;
• Derive specifications from, reverse engineer, reverse compile, disassemble, record, or create derivative works based on the Platform; or
• Apply “screen-scraping” or other similar technology or methods to the Platform to systematically make printed or electronic copies of it or its elements, pages, screens or formats.

Term. This agreement will have an initial term ending three (3) years from the execution of the document (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for additional consecutive 1-year periods unless terminated as set forth herein (each, a “Renewal Term” and together with the Initial Term, the “Term”).

Termination. Use of or access to the Platform not in accordance with this license or this Agreement is prohibited. Casect may terminate this license immediately upon a material violation of the terms of this Agreement by Subscriber or any Authorized User of Subscriber.

Post-Termination. All monies due and owing to Casect hereunder must be paid by Subscriber within thirty (30) days of Termination.

Survival. Notwithstanding the termination of this Agreement, the representations, obligations, terms and conditions contained in Sections 6-12 of this Agreement shall remain in full force and effect.

By Subscriber. Subscriber represents and warrants that it will:

• Take full responsibility for any item uploaded as a file or posted as information on the Platform and such information is owned or adequately licensed for such use, so by uploading or posting such information, all authorized users of the Platform have the right to download and use such file or information;
• Ensure that their Casect Account is not used by anyone other than an Authorized User, and will make all reasonable efforts to maintain the confidentiality of their username, password, and multi-factor authentication (MFA) device(s).
• Acknowledge that all transactions with third-parties, using the Platform, and all disputes regarding such transactions, are solely a matter between Subscriber and the other party and Casect bears no responsibility or liability for any such transactions;
• Not post or transmit any message under a false name;
• Not post or transmit any message, data or image which is libelous or defamatory, indecent, obscene or pornographic or a violation of employer rules and policies, patient privacy laws or the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion, all as determined by Casect in its sole discretion;
• Not use the Platform for criminal or unlawful purposes, including but not limited to posting or otherwise transmitting or displaying material that violates any local, state or federal law or regulation, or using the Platform in a way that violates the rights of others, including but not limited using the Platform to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others;
• Not send electronic messages to other parties for any purpose other than personal or professional communication, including to advertise or offer to sell goods or services to others, charity requests, petitions, chain letters or use the Platform as a mass unsolicited distribution medium to communicate a generally unsolicited message;
• Not upload or download files that contain material protected by intellectual property laws, or any other applicable law unless they own or control the rights to such files or have received all necessary consents and they will not delete any author attributions, legal notices or proprietary designations or labels;
• Not upload files that contain a virus or corrupted data, worms, "Trojan horses", or any other contaminating or destructive features; and
• Not use the Platform in a manner that, in the sole and absolute opinion of Casect, causes any disruptive incident or adversely affects the availability of its resources to other subscribers or restricts or inhibits the use of the Platform by others.

By Casect. The representations and warranties of Casect set forth in this agreement are in lieu of all other representations and warranties with respect to the Platform, express, implied or statutory, including, without limitation, (i) any implied representations or warranties of merchantability, fitness for a particular purpose, access or non-infringement or (ii) any representations or warranties that the software shall be free of any errors or interruptions. Except to the extent otherwise set forth explicitly in this agreement, the Platform is provided “as is”, with all faults and defects. Without limiting the generality of the foregoing, Subscriber acknowledges that Casect does not warrant or guarantee the accuracy, safety, efficacy or completeness of any information or materials provided to Subscriber at any time in connection with this Agreement, and Subscriber acknowledges and agrees that it assumes all risks and liability associated with such information and materials. Subscriber acknowledges and agrees that nothing in the Platform or any accompanying information or materials is intended to constitute any medical advice.

Subscriber will indemnify, hold harmless and, at Casect's request, defend Casect and its subsidiaries and their respective affiliates, directors, officers, employees, representatives, agents and independent contractors from and against all claims, liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys' fees and expenses and costs of suit), and any settlement costs or expenses agreed to in advance in writing by Casect, arising out of or in connection with (i) any negligent or willful act or omission of Subscriber, Subscriber's employees or agents, or Authorized Users, including but not limited to the extent such act or omission causes or contributes to (A) any bodily injury, sickness, disease or death; or (B) any injury to or destruction of tangible, real or personal, or intangible property (including computer programs and data or any loss of use resulting therefrom); (ii) any breach of the representations, warranties and other terms and conditions of this Agreement, (iii) any violation of any law, rule, statute, ordinance or regulation; and/or (iv) any violation or claimed violation of any third parties' intellectual property rights arising in whole or in part from the Content.

Direct Discussion. In the event of any dispute, claim, question, or disagreement arising out of or relating to this Agreement (a “Dispute”), the Parties involved in such Dispute shall use their commercially reasonable efforts to work together to negotiate and settle such Dispute.

Mediation. In the event that the Dispute cannot be settled through the procedure in (a) above within a period of twenty (20) days (except as the parties may otherwise agree), the Parties shall endeavor to settle the Dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association.

Legal Action. Any legal action or proceeding for any purpose concerning or related to this Agreement shall be brought exclusively in a court of competent jurisdiction sitting in Orange County, New York, United States. Subscriber agrees, for themselves and their Authorized Users, to submit to the personal jurisdiction of, and that venue is proper in state court in Orange County, New York and in federal court in Dutchess County, New York.

Governing Law. This Agreement, and the rights and obligations of the Parties hereunder, shall be construed in accordance with and be governed by the laws of the State of New York (without giving effect to the principles thereof relating to conflicts of law).

Subscriber's Exclusive Remedy. If, in Casect's opinion, all or any portion of the Platform is, becomes or is likely to become in violation of any warranty by Casect or the subject of an injunction or claim limiting or preventing its use as contemplated in this Agreement, Casect may: (i) procure such rights as may be necessary to permit its continued use or performance; (ii) replace it or modify it so that it does not violate such warranty; or, if it believes that (i) and (ii) are not reasonably or commercially practicable or would adversely and materially affect the Platform or use of the Platform by Subscriber, then (ii) refund to Subscriber an amount equal to 25% of the Monthly Fees paid by the Subscriber hereunder over the most recent 12 months. If Casect takes any of the actions set forth in this Section then such action will be the sole and exclusive remedy of Subscriber with respect to such violation or injunction.

Reasonableness. Exclusive remedies set forth in this Agreement will be deemed available even though Subscriber is unable to have the benefit of them in some circumstances because of the obligations of Subscriber or the limitations contained in this Agreement.

Equitable Remedies. Each Party hereby acknowledges and agrees that in the event a remedy at law would not be adequate, or money damages could not adequately be ascertained with respect to a breach of a provision of this Agreement, then for such a breach, any Party hereto shall be entitled, in addition to any other right or available remedy, to equitable relief in any court of competent jurisdiction, including, without limitation, an injunction restraining such breach or a threatened breach, and to specific performance of any such provision of this Agreement. In either case, no showing of any actual or potential damage and no bond or other security shall be required in connection therewith, and the Parties hereto hereby consent to the issuance of such injunction and to the ordering of such specific performance. Unless otherwise stated, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies which a Party would otherwise have.

Liquidated Damages. It is acknowledged that Subscriber's breach or threatened breach of Sections 6 or 7 of this Agreement will cause Casect to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, Subscriber shall be liable to Casect for payment of liquidated damages in the amount of Ten Thousand Dollars ($10,000) for each breach of Section 6 or 7 of this Agreement without the need for proof of damages. Each separate act by Subscriber related to the breach will result in a separate liquidated damages penalty and any ongoing breach that lasts for seven (7) calendar days or longer shall result in a separate liquidated damages penalty for each seven (7) calendar day period. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Subscriber shall pay them to Casect without limiting Casect's right to terminate this agreement as provided herein nor shall termination of the Contract release Subscriber from the obligation to pay the liquidated damages. Additionally, Casect shall be entitled to recover its reasonable attorneys' fees and costs from Subscriber, which result from the assertion of its rights to collect liquidated damages under this paragraph. At Casect's sole option, it may waive its right to liquidated damages in favor of actual damages, depending on the nature of the breach by Subscriber and whether it is able to compute and ascertain actual damages for any particular breach by Subscriber.

No Liability. SUBSCRIBER AGREES THAT CASECT SHALL HAVE NO LIABILITY TO USERS OR SUBSCRIBER FOR ANY DAMAGE, EXPENSE OR LOSS OF ANY KIND, UNDER ANY THEORY OF LIABILITY OR INDEMNITY, IN CONNECTION WITH OR ARISING FROM:

• ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY SUBSCRIBER OR USER IN RELIANCE UPON CONTENT OR INFORMATION ON THE PLATFORM;
• SERVICE INTERRUPTIONS, DELAYS OR ERRORS;
• UNAVAILABILITY OR INACCURACY OF ANY CONTENT OR INFORMATION;
• COMPUTER VIRUSES, HACKER INTRUSION OR OTHER DIGITAL HAZARDS;
• DISPUTES RELATING TO TRANSACTIONS CONSUMMATED OVER THE PLATFORM WITH THIRD PARTIES;
• SUBSCRIBER'S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS OR MEET ANY OF ITS RESPONSIBILITIES UNDER THIS AGREEMENT; OR
• ANY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF CASECT, INCLUDING, WITHOUT LIMITATION, ANY DELAYS IN PROVIDING THE PLATFORM SERVICES. IN NO EVENT SHALL CASECT BE LIABLE TO USERS OR SUBSCRIBER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), REGARDLESS OF WHETHER CASECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limit on Liability. The total liability of Casect for any liability, losses, expenses or damages hereunder or in connection with users or subscriber's use of or access to the platform, under any circumstances whatsoever, shall not exceed the fees paid by subscriber to Casect for the platform during the twelve (12) months preceding the claim for such liability, loss, expense or damage. In no event shall Casect be liable to users or Subscriber for any losses or damages other than the amount referred to above.

Limit on Action. Any cause of action or claim User or Subscriber may have against Casect must be commenced within one (1) year after the claim or cause of action arises.

It is not the intention that Casect will use or receive any personally identifying, confidential health or medical information ("Protected Health Information" or "PHI") submitted by Subscriber in the Case Records or Platform. Therefore, Casect shall not be deemed a business associate of Subscriber under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its regulations, as amended. Despite these intentions, by virtue of the fact that Subscriber may include PHI in a Case Record or Platform. Casect may be deemed, by a court of competent jurisdiction, government agency or operation of law, to have access to PHI and be a business associate of Subscriber. Therefore, by consenting to this Agreement, Subscriber and Casect also agree to the terms of the Business Associate Agreement, which can be found on the Website.

No Medical Records Storage. Subscriber is responsible for developing and maintaining procedures to protect and store their medical records in accordance with their employer policies and stated and federal law. The Platform is NOT an electronic medical records (EMR) storage service and Subscriber should not rely on or utilize the Platform for EMR purposes.

No Medical Records Requests. Casect is not a resource for patients of Subscriber to request or access their personal health information or medical records.Casect is not responsible for maintaining data arising from use of the Platform. Subscriber is responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.

No Retention of Data or Records. Casect reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Platform, at any time, in its sole discretion. Casect will handle and maintain data in accordance with its internal operating procedures and applicable law. Casect is not responsible for transmission errors or corruption or compromise of data carried over local or interchange telecommunication carriers. For the sole purpose of internal operation and system maintenance, Casect may use, copy, display, store, translate, and reformat Subscriber information and data, and distribute such information to multiple computer systems in accordance with its Privacy Policy.

Assignment; Subcontracts. This Agreement will inure to the benefit of and are binding upon the Parties hereto and their respective legal representatives, successors and permitted assigns; provided, however, that Subscriber may not assign this Agreement without the consent of Casect. Casect may by contract arrange for performance of some or all of Casect's functions and responsibilities under this Agreement by subcontractors of Casect, and Casect may freely assign this Agreement to a third-party successor or purchaser of Casect.

Amendment; Waiver. Casect may amend the terms and conditions of this Agreement at any time by providing Subscriber with thirty (30) days prior notice of the amendment and posting a revised Agreement on its website at the URL listed in the Notice Address set forth in the Privacy Policy. This amendment shall be binding upon Subscriber by continued use of the Platform by Subscriber following the effective date (posting date) of the amendment. No failure by a Party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver.

Invalidity. If all or any portion of this Agreement by its terms is contrary to law and as a result is nullified or invalid by force of law, neither Party will be liable to the other by reason of such nullification or termination alone. To the extent that such nullification or invalidity applies to provision for payment of Casect, it will be entitled to receive payment for the fair value of the Platform it has provided. The provisions of this Agreement are severable and the nullification or invalidity of any provision will not affect the enforceability of other provisions. If there is any development in, change in or adoption of: (i) federal or state law, standards, rules, procedures, regulations or instructions, (ii) the interpretation of any of the foregoing, or (iii) any third party reimbursement system, any of which appear to either Party to be reasonably likely to materially and adversely affect the scope or manner of either Party's performance under this Agreement or which will make any portion of this Agreement unlawful or unenforceable, the Parties will enter into good faith negotiations regarding the need for and terms of a new arrangement and the compensation for the Platform to be furnished thereunder.

Independent Contractor. Casect and Subscriber are independent contractors. Nothing contained in this Agreement will be construed to create a joint venture, partnership, employment or like relationship between the Parties. In no event will either Party be liable for the debts or obligations of the other Party. Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party.

Complaints; Claims. Subscriber will notify Casect promptly of all complaints, exceptions, issues, and claims in connection with the Platform and Casect will not be liable under any legal theory with respect to any matter if delay in such notification causes Casect material disadvantage or detriment.

Force Majeure. No failure, delay or default in performance of any obligation under this Agreement will constitute an event of default or a breach of license, representation or warranty under this Agreement (and no credit, remedy or liability will be assessed therefore) if and to the extent it is caused by: pandemic, quarantine, strike; fire; shortage of materials; act of a public authority; unavoidable casualty; civil disorder; riot; insurrection; vandalism; war; severe weather, natural disaster or other act of God; failure of the internet; failure or error of an internet services provider or other provider of connectivity, any lines of transmission, any other third party equipment or software through which internet transmissions occur, or any telecommunications carrier; hacking or electronic vandalism; or, other cause if such cause is beyond the reasonable control of the Party otherwise chargeable, for so long as such cause continues and for a reasonable period of time thereafter. Notwithstanding the foregoing, such cause will not include a Party's lack of funds, lack of credit, or other financial inability to perform. If a Party intends to rely on the foregoing force majeure protection, it will timely notify the other Party in order to permit the other in its sole discretion to suspend or curtail its own performance under this Agreement for such time as the failure, delay or default continues.

Entire Agreement. This Agreement together with the Terms & Conditions, the Privacy Policy, and the HIPAA Business Associate Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and supersedes all prior agreements, understandings and representations, whether explicit or implicit, which have been entered into before the execution hereof. If the terms of this Agreement conflict with the terms contained in the Terms & Conditions, the Privacy Policy, or the HIPAA Business Associate Agreement, the terms in this Agreement will control.

Further Assurances. Each Party will execute such documents, including without limitation any authorizations, and take such further action as may be reasonably necessary to permit, enable and promote the other' s ability to perform its duties and obligations hereunder. Subscriber will report to Casect any changes in agreements or arrangements between Subscriber and third parties that would affect this Agreement.

By clicking on the provided prompts to indicate your consent to this Agreement, Subscriber agrees that it has read and agrees to be bound by: (a) this End User License Agreement; (b) the Terms and Conditions; (c) the Privacy Policy; (d) the HIPAA Business Associate Agreement, as of the date submitted.