MASTER SERVICES AGREEMENT (MSA)

This MASTER SERVICES AGREEMENT (“MSA”) effective as of the earlier of the date accepted by Client or the date any order submitted by Client for Services governed by this MSA is formally accepted by Company (“MSA Effective Date”) is entered into by and between SOLUTIONREACH, INC. (“Company”), with its principal place of business at 2600 N. Ashton Blvd., Lehi, Utah 84043, and [any entity that is a customer of Company] (“Client”) (each a “Party” and collectively the “Parties”). This MSA governs the rights and responsibilities of the Parties with respect to the Services to be provided by Company to Client under this MSA. In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to be legally bound by the terms and conditions contained in this MSA. Company reserves the right to modify the terms and conditions of this MSA upon notice to Client.

1. Rights Granted; Order Forms. Subject to Client’s compliance with the terms and conditions of this MSA, including those regarding Client’s payment obligations, Company agrees to grant to Client a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, worldwide, limited right to access and use the services and proprietary technology that may be delivered to Client as a freemium offering online or as indicated in each Order Form entered into between the Parties under this MSA, including integrated servers, software, and message delivery systems (“Services”) via a digital information processing, transmission, and storage system (“Servers”) maintained by the Company and located at the Company’s designated facilities, solely for Client’s internal business operations and subject to the terms and conditions of this MSA and such Order Form. The Services licensed to Client under an Order From may include the wireless messaging, communication and other services, and software offered via the Solutionreach.com website or from any of Company’s other websites or mobile applications. The initial Order Form entered into between the Parties under this MSA is attached to this MSA as Exhibit I. The Parties may enter into additional Order Forms for additional Services from time-to-time during the Term (as defined below) of this MSA, and each such Order Form entered into between the Parties is hereby incorporated into, forms part of, and is subject to the terms and conditions of this MSA. No Order Form executed by Client shall be effective unless approved by Company. Under each Order Form, Company shall make the Services and Servers available on and via the internet, as applicable.
2. Additional Services.

1. Installation, Integration, Implementation, and Configuration. Under each Order Form, Company may provide to Client certain installation, integration, implementation and/or configuration services necessary for Client to access and use the Services under such Order Form or otherwise provided by Company to Client in connection with the Services under such Order Form, and Client shall pay to Company the fees for such services as indicated in such Order Form. Any such installation, integration, implementation and configuration services shall be deemed to form part of the Services under this MSA and such Order Form.
2. Professional Services. Under each Order Form, Company may provide to Client certain additional professional, expertise, or consulting services (the “Professional Services”) and Client shall pay to Company the fees for such Professional Services as indicated in such Order Form. Company has no obligation to provide any other professional or consulting services to Client, and nothing in this MSA prohibits Company from providing the Professional Services to any other party. Any such Professional Services shall be deemed to form part of the Services under this MSA and such Order Form. Client acknowledges that results based on the Professional Services may vary and are not guaranteed. Company shall determine the time, place, method, details, and means of performing the Professional Services. Client agrees to furnish any and all information, resources, and personnel necessary to facilitate Company’s providing the Professional Services. Client will immediately advise Company in writing as soon as it becomes aware of any developments that may delay completion of the Professional Services. Company warrants that each of its employees assigned to perform Professional Services under any Order Form shall have the proper skill, training, and background to perform in a competent and professional manner. All Professional Services provided under any Order Form, and all materials developed or prepared by Company in connection with the Professional Services (the “Materials”), are the intellectual property and confidential information of Company and all rights, title, and interest therein, including patent rights, copyright, derivative rights, trade secrets, and trademarks, shall remain in or vest in Company. Company grants Client a non-exclusive, limited, royalty free license to use the Materials in connection with the Professional Services solely for Client’s internal business operations throughout the Term defined herein. Upon termination of this MSA for any reason, this license shall expire and Client shall immediately cease using the Materials.

3. Fees Payable. Client shall pay to Company all one-time fees and recurring fees for the Services (“License Fees”) identified in each Order Form, based on the terms set forth in this MSA, including Section 4 below (Payment Terms) and as provided for in each

Order Form. Recurring fees, as applicable, are based on: (i) the Order Form Term (as defined below), (ii) billing terms indicated in the Order Form, and (iii) the Services purchased. License Fees for Services may be charged per Location, per Provider, or by usage. Pricing details for the Services shall be as indicated in each Order Form. Client acknowledges that Company may modify the License Fees associated with any product or service at any time upon reasonable notice. Company reserves the right to modify, discontinue, or impose limitations on any Services provided to Client as freemium offerings, or Services offered free of charge, at its discretion. Company may charge a fee to Client as reasonably necessary to offset third party technology fees. For the purposes of this MSA and each Order Form, “Location” shall mean an office or physical facility established for the diagnosis or treatment of healthcare services, usually consisting of a physical building, structure, and independent business address, but may include a separate and distinct department within such office or physical facility that provides specialized healthcare services not offered by other departments within the office or physical facility; “Provider” means a healthcare practitioner or any equipment which has a unique schedule and for which the Services, or any feature thereof, will be utilized or provisioned, and shall include both Tier 1 Providers and Tier 2 Providers, defined hereafter, as the context may require; “Tier 1 Provider” means any Provider employed by Client on more than a half-time equivalency basis; and “Tier 2 Provider” means any Provider employed by Client on a half-time or less equivalency basis or any non-Provider employed by Client who has received special education in a healthcare discipline and who is responsible for patient care under the supervision of any Provider employed by Client. Client may add new Services or quantities by executing additional Order Forms. The ”Billing Period” under an Order Form shall commence on the Order Form Date of such Order Form (“Order Form Effective Date”), shall continue for the duration of the Billing Interval indicated in such Order Form, and shall recur following each Billing Interval throughout the Term. All fees and amounts payable by Client to Company under this MSA and each Order Form shall be paid by Client to Company in U.S. Dollars. All fees paid are non-refundable.

4. Payment Terms. License Fees for the Services billable under each Order Form shall be charged to Client by Company, and Client shall pay the License Fees as set forth in each Order Form. One-time License Fees shall be charged immediately upon execution of such Order Form, unless otherwise indicated in such Order Form. The total combined amount of all applicable recurring License Fees under an Order Form in a given Billing Period shall be charged to Client at the beginning of each Billing Period throughout the Order Form Term (as defined herein). Notwithstanding the foregoing, where usage-based transactional billing applies, the total amount of all such fees incurred in a given Billing Period may be charged to Client in arrears at the end of the applicable Billing Period. Payments due under any Order Form not received by Company within thirty (30) days of the billing date therefor shall accrue interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower. If Client is delinquent in any of its payments under an Order Form, Company may, upon notice to Client, require full payment of all fees under such Order Form for the remainder of the Order Form Term and Company may suspend the Services under such Order Form until such payment in full is received by Company from Client. In addition, Company reserves the right to terminate any Order Form and/or this MSA due to non-payment of any License Fees when due. All License Fees charged to Client under an Order Form are exclusive of any and all applicable taxes, duties, tariffs and similar amounts (“Taxes”) now in force or enacted in the future imposed by any governmental authority on any of the fees, amounts or transactions under such Order Form, and any and all such applicable Taxes shall be paid by Client, except for taxes based on Company’s net income. Client shall pay any and all collection and attorney fees if collection procedures are commenced to recover any License Fees in connection with this MSA or any Order Form. Client authorizes Company to directly charge the credit card or bank account, as indicated in the applicable Order Form, for all License Fees payable by Client to Company described in such Order Form. If no such credit card or bank account information for Client is described in the applicable Order Form, then Client authorizes Company to directly charge the credit card or bank account provided to Company in any other Order Form or manner; otherwise, at Company’s discretion, Company may invoice Client for such License Fees, and Client shall pay to Company all License Fees and amounts described in each such invoice within the time frame provided for in this Section.

5. MSA Term and Termination. This MSA shall be effective as of the MSA Effective Date and shall continue in effect until the full and complete performance of all obligations set forth herein and in all Order Forms (the “Term”) or until terminated: (i) by mutual agreement in a writing signed by both Parties; or (ii) automatically upon the termination of all Order Forms pursuant to the express provisions herein.

6. Order Form Term and Renewal. Each Order Form term under this MSA, including any subscription to the Services indicated in any such Order Form, shall be effective as of the Order Form Date indicated in such Order Form and shall continue in effect for the period indicated in such Order Form or, if not indicated therein, coterminously with this MSA, unless such Order Form is earlier terminated as provided for in this MSA or such Order Form (“Order Form Initial Term”). Thereafter, such Order Form shall automatically renew for the successive additional periods indicated in such Order Form or, if not indicated therein, for successive additional one-year periods (each an “Order Form Renewal Term”), unless either Party provides written notice of non-renewal of such Order Form to the other Party at least thirty (30) days prior to the end of the then-current Order Form Initial Term or Order Form Renewal Term, or unless such Order Form is earlier terminated as provided for in this MSA or such Order Form. The Order Form Initial Term and each Order Form Renewal Term thereafter may be referred to collectively in this MSA as the “Order Form Term” of such Order Form, shall be effective as of the Order Form Date indicated in such Order Form and shall continue in effect for the period indicated in such Order Form or, if not indicated therein, coterminously with this MSA, unless such Order Form is earlier terminated as provided for in this MSA or such Order Form (“Order Form Initial Term”). Thereafter, such Order Form shall automatically renew for the successive additional periods indicated in such Order Form or, if not indicated therein, for successive additional one-year periods (each an “Order Form Renewal Term”), unless either Party provides written notice of non-renewal of such Order Form to the other Party at least thirty (30) days prior to the end of the then-current Order Form Initial Term or Order Form Renewal Term, or unless such Order Form is earlier terminated as provided for in this MSA or such Order Form. The Order Form Initial Term and each Order Form Renewal Term thereafter may be referred to collectively in this MSA as the “Order Form Term” of such Order Form. Termination of an individual Order Form in accordance with the terms of this MSA shall not terminate this MSA if other Order Forms are still in effect.

7. Termination Other than for Non-Renewal. Either Party may terminate this MSA or any Order Form, as applicable, upon written notice of termination to the other Party if: (i) such other Party commits a material breach of the terms or conditions of this MSA or such Order Form and such breach remains uncured thirty (30) days after such other Party’s receipt of written notice of such breach from the non-breaching Party, provided, however, that such material breach of any individual Order Form shall result in the right to terminate such Order Form only; or (ii) the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of such other Party’s creditors. In addition, if any change in applicable law or regulation, or the interpretation thereof by any court of law or other governing body having jurisdiction, subsequent to the date of this MSA renders performance of this MSA or any Order Form or any Services contemplated hereby unlawful, impracticable, or impossible to Company, Company may terminate this MSA or any applicable Order Form.

8. Termination for Integration Failure. In the event of an Integration Failure (as defined herein) in connection with the Services to be provided under an Order Form, Client shall give Company written notice of such Integration Failure immediately upon its occurrence. From the date of Company receipt of such notice of Integration Failure from Client, Company shall have ten (10) days within which to correct such Integration Failure. If Company fails to correct such Integration Failure within such ten (10) day period, then Client may terminate such impacted Services upon written notice of termination of such Services to Company. The right to terminate such Services as described in this Section shall be Client’s sole and exclusive remedy for an Integration Failure in connection with the Services to be provided under an Order Form. As used in this MSA, an “Integration Failure” shall be deemed to exist if Company is not able to successfully establish and maintain for general release a working integration between the Services and certain necessary software used by Client, including practice management software or electronic health records software or telephone system software (the “Practice Software”), which integration is necessary in order to provide the essential features of such Services. An Integration Failure shall not be deemed to have occurred if: (i) Client is not satisfied with the method of integration, which may be determined at Company’s sole discretion (e.g. API, ODBC, export file, flat file, etc.); (ii) integration functionality becomes unavailable due to a short-term period of disruption, inaccessibility, or inoperability based on temporary events, including periodic maintenance procedures or upgrades, minor service malfunctions, or causes beyond Company’s control or which are not foreseeable by Company, including the interruption or failure of any telecommunication or digital transmission links (including internet access), hostile network attacks or network congestion, or other temporary failures in integration services due to circumstances beyond Company’s control; (iii) a trivial subset of non-essential or minor features of the Services are permanently unavailable due to technical limitations of the supported integration between the Services and the Client’s Practice Software; or (iv) Client changes from the Practice Software named in or existing at the execution of the applicable Order Form to other Practice Software for which Company does not provide integration.

9. Effect of Termination. Upon the effective date of any termination of an Order Form, Client’s license to access and use the Services provided under such Order Form will immediately expire, Client shall cease all access to and use of the Services under such Order Form and shall immediately uninstall any Company-provided software in Client’s possession or control related to the access to or use of the Services under such Order Form, and all Client outstanding payment obligations under such Order Form through the effective date of termination of such Order Form shall immediately become due and payable by Client to Company. Upon the effective date of any termination of this MSA, Client’s license to access and use all Services provided under any and all Order Forms and this MSA will immediately expire, Client shall cease all access to and use of the Services under this MSA and shall immediately uninstall any Company-provided software in Client’s possession or control related to the access to or use of the Services under this MSA, and all Client outstanding payment obligations under this MSA through the effective date of termination of this MSA shall immediately become due and payable by Client to Company. In the event of any termination of this MSA, and in addition to any rights and obligations of the Parties that survive termination under the common law, the following Sections of this MSA shall survive any such termination: 3, 4, 9, 13, 14, 15, 16, 17, 19, 20, 21, 22, and 23.

10. Availability of Services. Subject to the terms and conditions of the applicable Order Form and this MSA, Company will use commercially reasonable efforts to provide Client access to the Services under an Order Form twenty-four (24) hours a day, seven (7) days a week throughout the Order Form Term. Notwithstanding the foregoing, Client agrees that from time-to-time the Services may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades, service malfunctions, and causes beyond Company’s control or which are not foreseeable by Company, including the interruption or failure of telecommunication or digital transmission links (including internet access), hostile network attacks or network congestion, or other failures.

11. Services Subject to Change. Client acknowledges and agrees that the Services may change from time-to-time and that Company may add functionality and enhancements to the Services at its discretion. Additionally, in some cases Company necessarily relies on various programs, equipment, products and services provided by third parties in order for Company to provide the Services to Client. Since these third parties may modify, suspend or cancel their programs, equipment, products and services at any time, the Services provided by Company to Client may be affected, including the termination of certain features, functionality or benefits of the Services. No modification, suspension or cancellation by any such third party that causes Company to change or terminate certain features, functionality or benefits of the Services shall release Client from its obligation to pay to Company the required fees and amounts for the Services or otherwise affect Client’s obligations under any Order Form or this MSA, provided that such change or termination of features does not result in substantial loss of the primary functionality in the Services to Client’s detriment or for which no reasonable substitute is provided.

12. Operation and Security. Company will use commercially reasonable efforts to operate and maintain the Company websites and systems used to provide the Services to Client in such manner so as to provide security, confidentiality and integrity of the text, data, video and other information provided to Company by Client, its healthcare practitioners, patients, customers and/or authorized users through the Services (“User Content”) which are transmitted through or stored on Company’s systems used to provide the Services. It is Client’s sole responsibility and obligation to perform regular backups of User Content on Client’s own systems and Client shall bear the sole risk of loss (i.e., deletion of data) or damage (i.e., corruption of data) to all User Content. The Services, Servers and the Company systems used to provide the Services are not an archive for any User Content.

13. Data Access. Client grants to Company read and write access to its Practice Software to the extent necessary or convenient for Company to provide the Services to Client. Client shall ensure that the data access provided for herein shall allow Company to, among other things, read data such as appointment information from the Practice Software and write data such as appointment confirmations to the Practice Software (“Data Access”). Client acknowledges and agrees that its Practice Software is Client’s system of record and that Client shall regularly back up the data contained in the Practice Software. Except for the responsibility and liability imposed on Company related to any unauthorized or improper disclosure of electronic protected health information (“ePHI”) by Company as described in a separate Business Associate Agreement (“BAA”) entered into between Client and Company, Client for itself, its partners and affiliates hereby releases, acquits and forever discharges Company, including its directors, employees, executives, partners, affiliates and agents, of and from any and all claims, demands, actions, causes of action, or proceedings, whether at law or in equity, breaches of any duty or any responsibility, or any controversies (the foregoing collectively, “Claims”) and any and all losses, including loss or corruption of data, damages, liabilities, deficiencies, interest, awards, judgments, penalties, fees, costs, and expenses (including reasonable attorneys’ fees, and costs, and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing), whether existing or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, that may arise from or be suffered or may relate to, either directly or indirectly, the Data Access. Client further agrees that it shall not bring, induce any party to bring, or assist any party in bringing, any Claims against Company or any of its third party services providers with respect to the Data Access. Further, Client agrees that it is solely responsible to perform regular maintenance on Client’s computer systems and networks, including taking all actions necessary to detect, prevent, and patch relevant security vulnerabilities and threats, and Client agrees that it is solely responsible to maintain its computer systems and networks so they meet or exceed the Company minimum system requirements necessary or recommended for the Services, which minimum requirements are published at solutionreach.com/system-requirements.

14. Acceptable Use Restrictions. Client shall ensure that its end users comply with the terms and conditions of this MSA and all related Order Forms, and Client is solely responsible for its end users’ compliance with such terms and conditions. Client is solely responsible and liable for all acts, omissions and use under and charges incurred with its accounts and passwords for or in connection with the Services. Client shall ensure that its account usernames and password credentials for or in connection with the Services shall not be shared with any third parties or other unauthorized users, and Client shall notify Company immediately if Client’s account usernames or password credentials for or in connection with the Services have been compromised in any manner, or if Client

any security risk associated with such account usernames or password credentials or the Services. Client is solely responsible and liable for any and all User Content displayed, linked, posted or transmitted through or stored on or in the Services or any other Company systems or any third-party website or systems. Client shall not engage in any unacceptable use of the Services, which includes, without limitation: (i) to disseminate or transmit unsolicited messages or unsolicited commercial email without all required approvals and/or exemptions; (ii) to disseminate or transmit any material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, offensive, vulgar, threatening, or malicious; (iii) to disseminate or transmit files, data, or other material, information or work that actually or potentially infringes or misappropriates any patent, copyright, trademark, trade secret or any other proprietary or intellectual property rights of any third party; (iv) to create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication or do any act in violation of applicable laws or regulations; (v) to export, re-export or permit sending or downloading of any message or content in violation of any applicable export or import laws, rules, regulations or restrictions of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions; (vi) to interfere, disrupt, or attempt to gain unauthorized access to any computer system, server, network, or account for which Client does not have authorization to access or at a level exceeding Client’s authorization; (vii) to disseminate or transmit any virus, trojan horse, or other malicious, harmful or disabling data, work, code, or program; (viii) to conduct, if applicable, any bank card or other financial transactions except as specifically authorized in each case by Client’s customers, healthcare practitioners and patients; (ix) to engage in any conduct that is not in compliance, if applicable, with the consumer protection and/or privacy requirements of the Health Insurance Portability and Accountability Act (HIPAA) and related Omnibus Rule, the Health Information Technology for Economic and Clinical Health Act (HITECH Act), the Telephone Consumer Protection Act of 1991 (TCPA), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (CAN-SPAM), the Personal Information Protection and Electronic Documents Act of Canada (PIPEDA), and Canada’s Anti-Spam Legislation (CASL); or (x) to engage in any other activity deemed by Company to be in conflict with the spirit or intent of this MSA or any policy of Company. If Client is a HIPAA Covered Entity, or if otherwise applicable to Client in any jurisdiction, Client agrees to include a description of all intended uses of patient information in the HIPAA Notice of Privacy Practices, or other similar notice, Client gives to its patients. Additionally, Client agrees to promptly respond if a recipient of any message indicates that they no longer wish to receive messages of any given type via the Services by disabling in the Services the associated message type(s) or device(s) for the recipient making the request. Client shall defend, indemnify and hold harmless Company from and against any and all claims, demands, damages, awards, liabilities, costs and expenses, including attorneys’ fees and court costs, related to any breach of this Section or any other Section of this MSA by Client.

15. Protected Information and Actions as Agent. Client acknowledges and agrees that User Content may include protected and confidential Client, healthcare practitioner, patient or other information that is transmitted through or stored in, on, or through the Services or other Company systems. Applicable federal and state laws, as well as ethical and licensure requirements of Client’s profession, may impose obligations with respect to patient confidentiality that may limit Client’s ability to access or use the Services or to transmit certain information to others, including third parties. Client represents and warrants that, at all times during and after the MSA Term, Client shall comply with all laws, rules and regulations directly or indirectly applicable to Client or Client’s organization that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance and storage of any Client, healthcare practitioner, patient or other information. Client shall use its best efforts to cause all persons or entities under Client’s direct or indirect direction or control to comply with all such laws, rules and regulations. At all times during and after the MSA Term, Client is solely responsible and liable for obtaining and maintaining or verifying that Client and Client’s organization has obtained and is maintaining all customer, healthcare practitioner, and patient consents and all other legally necessary consents, authorizations, software licenses, or other permissions required or advisable to process, access, retrieve, transmit, monitor, post, store, disclose and view any customer, healthcare practitioner, patient or other information that is transmitted and stored on, in, or through the Services or any Client system or any third-party website or system. Client acknowledges and agrees that Company, acting on Client’s behalf as Client’s agent, has the right to process, access, retrieve, transmit, monitor, store, disclose and view any customer, healthcare practitioner, patient or client information in connection with Company providing or supporting the Services pursuant to this MSA or any Order Forms. Company reserves the right to use and disclose to third parties information obtained while providing the Services for purposes of complying with all applicable laws, rules and regulations. Client shall defend, indemnify and hold harmless Company from and against any and all claims, demands, damages, awards, liabilities, costs and expenses, including attorneys’ fees and court costs, related to any Services provided by Company to Client or any action taken by Company on Client’s behalf as Client’s agent to process, access, retrieve, transmit, monitor, post, store, disclose or view any customer, healthcare practitioner, patient or other information or any other User Content pursuant to or in connection with this MSA or any Order Form.

16. Proprietary Rights. Company owns and shall retain any and all right, title and interest (including patents, copyrights, trademarks, trade secrets and any and all other proprietary or intellectual property rights) in and to the Services and all legally protectable elements or derivative works thereof, including but not limited to any work product, results, and information based on data analytics, data science, or artificial intelligence gathered by, though, or in connection with the Services or Client’s use of the Services (“Company IP”). Company may place copyright, trademark and/or other proprietary notices, including hypertext links, on or in the Services or Company websites, systems, and software applications used to provide the Services. Client shall not alter, obscure or remove any such notices without Company’s express prior written consent. Client shall not, directly or indirectly, reverse engineer, decompile, disassemble, translate, modify, change, alter, create derivative works of or sublicense the Services, or otherwise attempt to derive the source code or trade secrets for the Services. Company and its licensors and suppliers reserve all rights not expressly granted The

Parties each own and retain all right, title, and interest in their respective trademarks, service marks, trade names, logotypes, and URLs (“Trademarks”). Client hereby grants to Company a non-transferable, non-exclusive license to use Client’s Trademarks in its promotional materials and on its website, provided that Company agrees to use Client’s Trademarks in accordance with the policies, brand guidelines, or instructions with respect to their use provided by Client from time to time. Company will not use Client Trademarks in a manner that would signify that Company has an affiliation with Client other than as set forth in this MSA. Company will not obtain any ownership right, title or interest in the User Content, but shall have a royalty-free, worldwide, irrevocable, perpetual license to use, compile, collect, copy, modify, and publish anonymous and aggregate data generated from or based on User Content or Client’s use of the Services for analytical and other commercial purposes. Company shall have a royalty-free, worldwide, irrevocable perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client and Client’s end users.

17. Confidentiality. Client acknowledges and agrees that this MSA, each Order Form, and the terms and conditions thereof, and the Services, including Company IP, and any and all other software, data, documentation, materials and information provided or disclosed by Company to Client under or in connection with this MSA or any Order Form, is and shall be deemed to be the confidential or proprietary information of Company (“Company Confidential Information”). Client shall not: (i) use any Company Confidential Information for any purpose except as required for Client to access and use the Services under this MSA; or (ii) except as expressly permitted herein, disclose or provide any such Company Confidential Information to any third party. Client shall use at least the same degree of care to protect and avoid disclosure of Company Confidential Information as Client uses with respect to its own confidential information of similar nature, but in no event shall less than reasonable care be used by Client to protect and avoid disclosure of the Company Confidential Information. Company Confidential Information shall exclude information that, to the extent Client can demonstrate through competent written evidence: (i) was independently developed by Client without any use of or reference to Company Confidential Information; (ii) becomes known to Client, without restriction, from a third party without breach of any agreement and that such third party had the right to disclose to Client; (iii) was or becomes part of the public domain through no act or omission of, or breach of this MSA by, Client; or (iv) was rightfully known to Client, without restriction, prior to the time of initial disclosure by Company to Client. If Client receives any legal request or process in any form seeking disclosure of, or if Client should be advised by its legal counsel of any obligation to disclose, any Company Confidential Information, then Client shall provide Company with prompt prior written notice of such request or advice so that Company may seek a protective order or pursue other appropriate remedies to protect the confidentiality of such Company Confidential Information. If such protective order or other remedy is not obtained, Client agrees that it shall furnish only that portion of the Company Confidential Information which Client is legally required to furnish and, in connection with Company, to use all reasonable efforts to assure that the information is maintained in confidence by the party to whom it is furnished. Client acknowledges and agrees that any breach of its obligations provided for in this Section or elsewhere in this MSA may result in serious and irreparable injury to Company for which Company cannot be adequately compensated, and for which damages are difficult to accurately measure. Therefore, Client agrees that in addition to all other rights and remedies that Company may have available at law or in equity, Company shall be entitled to the specific performance of this MSA and to both temporary and permanent injunctive relief without the necessity of posting any bond or other security. Upon any termination of this MSA, and otherwise upon the written request of Company to Client, Client shall promptly return to Company, or at Company’s express written direction to Client, destroy (and certify in writing to Company as to such destruction), all Company Confidential Information in Client’s possession or control and all copies thereof, whether tangible, electronic or other format.

18. Representations and Warranties. Company represents and warrants to Client that: (i) Company is the owner or licensee of the Services; (ii) Company has the necessary rights in the Services to grant the use of the Services to Client under this MSA; and (iii) to Company’s knowledge, the Services do not infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property right of any third party enforceable in the United States. Client represents and warrants to Company that Client has all necessary right, title and interest and has obtained all necessary consents and authorizations to enter into this MSA and each Order Form, to perform its obligations and to grant the rights provided for within this MSA and each Order Form, and to execute, deliver, and perform this MSA.

19. Disclaimer of Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS MSA, THE SERVICES ARE PROVIDED BY COMPANY TO CLIENT ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER AND CLIENT’S ACCESS TO OR USE OF THE SERVICES IS AT CLIENT’S OWN RISK. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE IN THIS MSA, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER FOR OR IN CONNECTION WITH THE SERVICES OR UNDER THIS MSA AND COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY REPRESENTATIONS

OR WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, CORRECTED, OR COMPLETELY SECURE, AND COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY OR OTHERWISE. CLIENT ASSUMES SOLE RESPONSIBILITY FOR ACCESS TO OR USE OF THE SERVICES TO ACHIEVE ANY INTENDED RESULTS. COMPANY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA OR INFORMATION TO OR FROM COMPANY’S SERVERS, SYSTEMS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICE PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CLIENT’S AND/OR COMPANY’S CONNECTIONS TO THE INTERNET. THE FOREGOING DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES SHALL ALSO APPLY TO COMPANY’S LICENSORS AND SUPPLIERS.

20. Limitation of Liability. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CLIENT, ITS CUSTOMERS, HEALTHCARE PRACTITIONERS, PATIENTS OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR ANY OTHER SIMILAR DAMAGES WHATSOEVER ARISING FROM OR IN CONNECTION WITH THE SERVICES OR THIS MSA. COMPANY’S SOLE AND MAXIMUM LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIMS WHATSOEVER ARISING FROM OR IN CONNECTION WITH THE SERVICES OR THIS MSA, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, SHALL BE LIMITED IN ALL CASES TO THE AMOUNT OF FEES CLIENT PAID TO COMPANY FOR THE SERVICES WITHIN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. COMPANY AND CLIENT ACKNOWLEDGE AND AGREE THAT THE FEES CHARGED BY COMPANY TO CLIENT UNDER THIS MSA ARE BASED ON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES EXPRESSLY SET FORTH HEREIN, THAT COMPANY AND CLIENT HAVE ENTERED INTO THIS MSA IN RELIANCE UPON SUCH LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES, THAT THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES HERETO, AND THAT COMPANY WOULD NOT HAVE ENTERED INTO THIS MSA WITH CLIENT WITHOUT SUCH LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AS CONTAINED IN THIS MSA. COMPANY AND CLIENT ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES CONTAINED IN THIS MSA SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS MSA AND SHALL BE APPLICABLE EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR IF PORTIONS OF THIS MSA ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME STATES OR JURISDICTIONS MAY APPLY RESTRICTIONS REGARDING LIMITATIONS OF LIABILITY, AND IN SUCH STATES OR JURISDICTIONS COMPANY’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN THE RELEVANT STATE OR JURISDICTION. THE FOREGOING LIMITATIONS OF LIABILITY SHALL ALSO APPLY TO COMPANY’S LICENSORS AND SUPPLIERS.

21. General. This MSA includes and incorporates all terms and conditions of: (i) this MSA; (ii) each Order Form; (iii) the Exhibits attached to this MSA, including the BAA attached to this MSA as Exhibit II, if applicable; and (iv) all Company documents and policies referenced in or incorporated into this MSA. Client shall not assign or transfer this MSA or any Order Form, or any of Client’s rights, duties or obligations under or in connection with this MSA or any Order Form, to any third party, person or entity, in whole or in part, except to an entity that assumes the Client’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of Client’s assets to such entity, and any attempt to do so shall be deemed void and/or a material breach of this MSA (in which case this MSA shall continue in full force and be binding on Client, unless otherwise expressly agreed to by Company in writing). No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless expressly granted in writing and signed by the Party against whom such waiver is sought to be enforced. No delay by a Party in exercising any right or remedy under or in connection with this MSA, no partial exercise of any right or remedy by a Party under or in connection with this MSA, and no course of dealing between the Parties with respect to this MSA, shall constitute a waiver by such Party of such right or remedy or any other right or remedy, or future exercise thereof, unless made expressly in writing and signed by the Party against whom such waiver is sought to be enforced. If any provision of this MSA is held by a court of competent jurisdiction to be invalid or unenforceable under applicable law, then such court shall reform such provision to make it enforceable to accomplish its intended purpose, if reasonable, or omit such provision from this MSA, and the balance of this MSA shall remain in effect in accordance with its terms. This MSA shall be governed in all respects by the laws of the State of Utah, and applicable U.S. federal law, except for conflict or choice of laws provisions or principles. The Parties expressly agree that all disputes relating to the enforcement and/or interpretation of this MSA shall be litigated before a state or federal court located in Salt Lake City, Utah. Client hereby grants to Company express consent for telephone calls made between Client or Client’s representatives or agents and Company to be recorded, regardless of whether a call is made or received by a landline, wireless, cordless, or mobile telephone, for the purposes of quality assurance and legal or regulatory compliance. Throughout the MSA Term, Client agrees to provide to and maintain with Company valid contact information for Client, including an email address and telephone number, which will be used to communicate account-related information to Client periodically, including, but not limited

to, billing notifications, updates to this MSA and other agreements between Company and Client that may impact Client, new product announcements, and notifications about scheduled or emergency maintenance of the Services. Client represents and warrants that the individual accepting this MSA and each Order Form is fully authorized and empowered by Client to agree to and accept this MSA and each Order Form for and on behalf of Client. Client acknowledges and agrees that it may be required by Company to electronically sign this MSA and each Order Form. This MSA, including each Order Form, the Exhibits attached to this MSA, including the BAA attached to this MSA as Exhibit II, and all Company documents and policies referenced in or incorporated into this MSA, constitutes the complete and exclusive statement of the agreement and mutual understanding between the Parties with respect to the subject matter hereof, superseding all prior proposals, communications, and understandings, whether oral or written with respect to the subject matter hereof. Any notices required or permitted to be given and received between the Parties under this MSA shall be sent: (i) by Client to Company at 2600 N. Ashton Blvd. Lehi, Utah 84043, telephone: (801) 331-7100 and email at legal@solutionreach.com; and (ii) by Company to Client at its contact information set forth above in this MSA or in the applicable Order Form. Any such notice that may be given, or is required to be given, under this MSA, will be given by a Party hereto to the other Party in writing and will be delivered personally, by confirmed facsimile, email, or by certified mail, postage prepaid, return receipt requested and addressed to the receiving Party at their address as stipulated above or such other address as may be designated by such party hereafter in writing in accordance with this Section. In the event of any conflict or inconsistency between the terms or conditions of this MSA and those of an Order Form, the terms and conditions of such Order Form shall govern to the extent of such conflict or inconsistency with respect to the subject matter of such Order Form. In the event of any conflict or inconsistency between the terms or conditions of this MSA and an Order Form and those of the BAA, the terms and conditions of the BAA shall govern to the extent of such conflict or inconsistency. If Company is the prevailing party in any legal action or suit brought in a court of competent jurisdiction to enforce the terms or conditions of this MSA or any Order Form, Company shall be entitled to receive from Client the Company’s costs and expenses of such legal action or suit, including attorneys’ fees and expert witness fees incurred in connection with such legal action or suit, in addition to any other relief Company may be awarded by such court. Except as expressly provided otherwise in this MSA, the rights and remedies of each Party as provided for in this MSA or otherwise available under applicable law or in equity are not exclusive, but rather shall be cumulative and the exercise of any particular right or remedy by a Party shall not preclude the exercise of any other rights or remedies of such party in addition to, or as an alternative of, such right or remedy. Company shall not be responsible for any failure or delay in its performance under this MSA due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, failures of telecommunication systems or the Internet, or war, terrorism, riot, acts of God or governmental action.

22. Interpretation. Within this MSA: (i) all Section headings are for convenience of reference only and are in no way to be construed or interpreted as a limitation or expansion of the scope of the particular Sections to which they refer; (ii) no provision of this MSA shall be construed or interpreted in favor of, or against, either of the Parties by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this MSA or such provision; (iii) words in the singular include the plural and vice versa; (iv) the term “including” means “including without limitation”; and (v) the terms “herein,” “hereof,” “hereunder” and words of similar import shall mean references to this MSA as a whole and not to any individual Section or portion of this MSA.

23. Signature. Client acknowledges and agrees that by digitally acknowledging this MSA form, or any Order Form referencing this MSA form, affixing the signer’s name electronically, and/or performing any other similar electronic affirmation constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act and that this MSA is a non-refutable valid and binding legal agreement enforceable in accordance with its terms and conditions. Client further acknowledges and agrees that continued access to, or use of, the Services constitutes assent and agreement to the terms of this MSA.