Service Level Agreement

License Grant:

Subject to the terms of this Agreement, Inflowcare hereby grants to Customer a non-exclusive, non-transferable right to permit the Active Resources to use the Platform and the related documentation (“the Documentation”) during the Term and solely for Customer’s internal business operations. Customer agrees to limit access to the Platform only to Active Resources and to ensure that payment per the terms of the Order Form is made with respect to any increase in Active Resources. At the end of the Term, Customer and all Active Resources shall cease all usage of the Platform. Customer acknowledges and agrees that Inflowcare and/or its licensors own all intellectual property rights in the Platform and the Documentation. Except as expressly stated herein, this Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Platform or the Documentation. Inflowcare reserves the right, without liability to Customer or its Active Resources, to terminate or suspend Customer’s or any Active Resource’s access to the Platform or any material posted on the Platform if the Platform is used in violation of the terms of this Agreement or material is posted in violation of the terms of this Agreement.

Use Restrictions:

Customer and its Active Resources shall not: (i) attempt to copy, modify, duplicate, create derivative works from the Platform in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the Platform; (iii) use the Platform to provide services to third parties; or (iv) make the Platform accessible to any third party except Customer’s contractors and provided that Customer shall be liable for any breach of this Agreement by such contractors.

Prohibited Materials:

Customer and its Active Resources shall not access, store, distribute or transmit any material during the course of their use of the Platform that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or (vi) causes damage or injury to any person or property.

Customer Data:

Customer owns all rights, title, and interest in and to all of its data uploaded to the Platform (the “Customer Data”) and is solely responsible for the legality, reliability, integrity, accuracy and quality of Customer Data. In the event of any loss or damage to Customer Data, Customer’s sole and exclusive remedy shall be for Inflowcare to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Inflowcare. Inflowcare shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data. Upon the end of the Term, Inflowcare shall have no obligation to retain the Customer Data.

Data Privacy:

Inflowcare shall, in providing the Platform, comply with its [Privacy and Security Policy] relating to the privacy and security of Customer Data available at [https://inflowcare.com/privacy-policy] or such other website address as may be notified to Customer from time to time and as such document may be amended from time to time by Inflowcare in its sole discretion. The foregoing shall constitute Inflowcare’s sole liability with respect to data privacy.

Limited Warranty:

Inflowcare warrants that the Platform will be perform substantially in accordance with the specifications set forth at [https://inflowcare.com/service-level-agreement] as same may be changed from time to time. The foregoing warranty shall not apply if Customer or its Active Resources modify the Platform or use it for other than its intended purpose. If the Platform does not conform to the foregoing warranty, Inflowcare shall, at its expense, use all reasonable commercial efforts to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Inflowcare does not warrant that Customer's use of the Platform will be uninterrupted or error-free; nor that the Platform and/or Documentation will meet Customer's requirements. In addition, Inflowcare is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and Customer acknowledges that the Platform and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. OTHER THAN THE EXPRESS WARRANTIES SET FORTH HEREIN, INFLOWCARE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED OF ANY KIND, AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND WITH RESPECT TO THE PLATFORM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULT OR USE.

Limitation of Liability:

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE RELEVANT CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PLATFORM OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Assignment:

Customer shall not, without the prior written consent of Inflowcare, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

Survival:

The terms of the Limited Warranty Section and the Limitation of Liability Section of this Agreement shall survive its termination.

Governing Law and Jurisdiction:

This agreement shall be deemed to be made and entered into pursuant to the laws of the State of New York without regard to conflict of laws principles. Both parties agree that jurisdiction over any dispute arising in connection with this agreement will be vested exclusively in the federal or state courts located in the City of New York and irrevocably submit and consent to such jurisdiction and venue and waive any legal or equitable grounds for objecting to the foregoing selection of applicable law, jurisdiction and venue. The United Nations Convention on the Sale of Goods shall not apply.