Software License Agreement

1. License Grant

Subject to your compliance with this Agreement, CHIME grants you a non-exclusive, non-transferable, revocable license to install and use our software solely for the internal operations of your medical clinic.

2. Ownership

The software is licensed, not sold. CHIME retains all right, title, and interest in and to the software, including all intellectual property rights. All rights not expressly granted are reserved.

3. Restrictions

You may not:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code.

• Sell, sublicense, lease, rent, or distribute the software to third parties.

• Remove or alter any proprietary notices or labels.

• Use the software outside the operational control of your medical clinic.

• Use the software to operate as a service provider to other clinics or third parties without written permission.

4. Data and Privacy

CHIME software is designed to run on hardware owned and operated by the clinic. Patient health information (PHI) remains at all times under the custody and control of the clinic. CHIME does not copy, store, or retain PHI in the ordinary course of business. Access to systems by CHIME personnel is performed solely with clinic authorization and only for support or maintenance purposes, in accordance with our Privacy and Security Policy.

5. Support Services

CHIME provides deployment, development, configuration, and other services under separate agreements. This license does not obligate CHIME to provide any updates or support unless explicitly agreed.

6. Termination

This license is effective until terminated. It may be terminated by CHIME if you fail to comply with the terms of any agreement with CHIME, or if you decline to enter into an agreement to receive support services. Upon termination, you must cease all use of the software and uninstall all copies.

7. Open-Source Components

The software may include or incorporate components licensed under open-source licenses (“Open-Source Components”).

• Your use of Open-Source Components is subject to the terms of the applicable open-source licenses.

• To the extent required by the open-source licenses, those terms will take precedence over this Agreement with respect to the Open-Source Components.

• A list of applicable open-source components and their licenses is available upon request and may also be included in the documentation or about page of the software.

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY THE LICENSEE FOR THE SOFTWARE OR SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the software and supersedes any prior or contemporaneous communications.