ROOK SERVICES TERMS AND CONDITIONS

Rookeries Development Corp.

              Last Updated: August 2026

ACCEPTANCE OF TERMS AND CONDITIONS

These Terms and Conditions govern your access to and use of the Services provided by Rookeries Development Corp. (“ROOK,” “we,” “us,” or “our”). By accepting these Terms and Conditions, accepting an applicable Order Form, or accessing or using the Services, you agree to be bound by these Terms and Conditions and any applicable Order Form.

The Agreement becomes effective on the date You accept these Terms in connection with the applicable Order Form (the “Effective Date”).

The Services you contract, together with the applicable commercial terms, pricing, and specifications, will be set forth in the applicable Order Form. These Terms and Conditions and each applicable Order Form form the agreement between you and ROOK with respect to the Services. In the event of any conflict or inconsistency between an Order Form and these Terms and Conditions, these Terms and Conditions will control unless the Order Form expressly identifies the provision of these Terms and Conditions that you and ROOK intend to override, in which case the Order Form will control solely with respect to that provision.

We may modify these Terms and Conditions from time to time. We will provide you with at least thirty (30) days’ prior written notice of any material modification, unless a shorter period is reasonably necessary to comply with applicable law or address legal, regulatory, or security requirements. Unless otherwise required by applicable law or expressly provided in these Terms and Conditions, an applicable Order Form, or another document incorporated into or executed in connection with these Terms and Conditions, your continued use of the Services after the effective date of a notified modification constitutes acceptance of the modification. Where a specific procedure applies to a particular modification or change, that procedure will control.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES.

CAPACITY AND AUTHORIZATION

The Services are offered to businesses and other legal entities. If You accept these Terms or an applicable Order Form on behalf of an entity, You represent and warrant that You have the legal capacity and authority to bind that entity.

We may decline to permit a person or entity to contract for the Services if We reasonably determine that such person lacks the legal capacity or authority to bind the applicable entity, that the entity is subject to a legal restriction that prevents it from contracting for the Services, or that such person or entity has engaged in unlawful, fraudulent, abusive, or unauthorized conduct involving the Services.

1. SERVICES

1.1  Access to the Platform.

We shall provide You with access to Our health data aggregation and intelligence platform, designed to connect, standardize, and enable action on health data from multiple sources through a simple integration, including the products, sub-products, modules, features, functionalities, and Add-Ons made available by Us thereunder, as well as the portals and environments (Sandbox and Production) that We make available to Our clients (collectively, the “Services”). The Services contracted by You shall be identified in the applicable Order Form. Technical specifications, product descriptions, and available functionalities are described in Our then-current product documentation, publicly available on Our website.

1.2  Service Offerings and Commercial Structure.

• (a)  Service Plans Generally. Certain Services are offered by Us through different service plans, each providing a distinct combination of access, functionality, and features (each, a “Service Plan”). The Service Plan contracted by You, together with its applicable base fee, shall be set forth in the Order Form.

• (b)  Other Services. We may also offer other Services that are not structured as a Service Plan, in which case such Services, together with their applicable commercial terms and fees, shall be identified in the Order Form. In such case, this Section 1.2 shall apply solely to the extent consistent with the terms set forth in the applicable Order Form.

• (c)  Fees and Usage-Based Pricing. Certain Services may be subject to a base fee and/or usage-based pricing determined by an applicable Usage Metric. The applicable pricing structure, including any base fee, Usage Metric, Usage Brackets, and corresponding fees, if any, shall be set forth in the applicable Order Form. All fees shall be billed and payable in accordance with Section 2. 

• (d)  Service Plan Changes. Where You have contracted a Service Plan, You may change Your Service Plan based on Your needs. In addition, Your Service Plan may automatically upgrade upon reaching a Usage Bracket applicable to a higher Service Plan under the applicable pricing structure set forth in the Order Form. A decrease in usage shall not automatically result in a downgrade to a lower Service Plan.

• (e)  Usage Adjustments. Where a Service is subject to usage-based pricing, Your applicable Usage Bracket and corresponding fee may automatically adjust upward or downward based on Your actual usage of the applicable Usage Metric during the relevant Usage Measurement Period, in accordance with the applicable pricing structure and Section 2.

• (f)  Usage Notifications. We shall make Your usage information available through the ROOK Client Portal. We may also notify You when Your usage reaches a Usage Bracket applicable to a different Service Plan under the applicable pricing structure, including any resulting change to Your Service Plan. Any resulting Service Plan change shall be reflected on Your next Billing Date in accordance with the applicable Order Form.

1.3  Add-Ons.

• (a)  Add-Ons Generally. Certain modules, features, capabilities, or functionalities may be offered by Us as optional additions to one or more Services and activated on a modular, on-demand basis (“Add-Ons”). Add-Ons may be included in the applicable Service Plan or subject to additional fees, as set forth in the applicable Order Form.

• (b)  Contracting and Activation. Add-Ons may be contracted at the commencement of the Services or at any time thereafter during a Billing Period. Any Add-On selected by You shall become active upon such selection and shall be added to the applicable Order Form.

• (c)  Cancellation and Reactivation. You may cancel or reactivate an Add-On in accordance with the Agreement. The billing and payment consequences of any such cancellation or reactivation shall be governed by Section 2.

• (d)  Fixed Pricing. Certain Add-Ons may be subject to a fixed monthly fee, in which case such Add-Ons shall be billed in accordance with the applicable Order Form and Section 2.2(e).

• (e)  Usage-Based Pricing. Certain Add-Ons may be subject to usage-based pricing, in which case the applicable pricing structure shall be identified in the Order Form and governed by Sections 1.2 and 2.2(d).

• (f) Changes to Add-Ons. We reserve the right to introduce, modify, rename, reclassify, or discontinue Add-Ons upon reasonable prior notice to You, subject to Section 1.8.

1.4  Beta Offerings.

We may make certain Services, features, functionalities, or other offerings available on a beta, preview, early-access, experimental, pre-commercial, or limited-availability basis (collectively, “Beta Offerings”). Where You activate or otherwise obtain access to a Beta Offering, as identified in the applicable Order Form, the special conditions set forth in the Beta Offerings: Special Conditions section below shall apply to such Beta Offering and shall prevail over these Terms solely to the extent applicable to such Beta Offering and for so long as it remains a Beta Offering. If You have not activated or otherwise obtained access to any Beta Offering, those special conditions shall have no legal effect with respect to You.

1.5  Order Form.

The Services contracted by You, together with the applicable commercial terms and specifications, shall be set forth in an Order Form executed by the Parties (the “Order Form”). The Order Form incorporates the Agreement by reference and forms part of the Agreement. In the event of any conflict or inconsistency between the Order Form and the Agreement, the Agreement shall control unless the Order Form expressly identifies the provision of the Agreement that the Parties intend to override, in which case the Order Form shall control solely with respect to such provision.

1.6  Changes to Order Form.

An Order Form may be modified through the applicable process made available by Us. Depending on such process, the modification may be automatically reflected in the Order Form through the ROOK Client Portal or may require the Parties to mutually agree to an amended or updated Order Form. An automatic modification shall become effective upon Your acceptance of the selected changes, while an amended or updated Order Form shall become effective upon execution by the Parties.

1.7  ROOK Client Portal and Sandbox.

We shall provide You with access to the ROOK Client Portal and associated environments, including developer tools, sandbox and production environments, and account monitoring, as made available by Us from time to time. Upon execution of the Agreement, Your access to and use of the production environment is governed exclusively by the Agreement. Your use of the sandbox environment prior to contracting any paid Service shall be governed by Our Sandbox Terms of Use and not by the Agreement. Upon Your execution of an Order Form for any paid Service, Your access to and use of both the sandbox and production environments shall be governed exclusively by the Agreement.

1.8  Product Documentation and Evolution of the Services.

We may, from time to time, modify, update, enhance, rename, reclassify, restructure, replace, consolidate, or discontinue any Service or any feature, functionality, component, technical specification, configuration, availability, or other aspect thereof, as part of the ordinary evolution of Our products and Services. Such changes shall not, solely by reason thereof, require an amendment to the Agreement or the applicable Order Form.

We shall provide You with reasonable prior notice of any such change that materially reduces the overall functionality of a Service contracted by You; provided, however, that prior notice shall not be required where the change is necessary to address a security risk, comply with Applicable Law or regulatory requirements, respond to requirements or changes imposed by a third-party provider upon which the Services depend, or address circumstances requiring immediate action.

Except where Your express consent is required under Applicable Law or the Agreement, Your continued use of the affected Service following the effective date of a notified material change shall constitute acceptance of such change. If You do not agree with such change, You may discontinue use of the affected Service or exercise any termination rights expressly available under the Agreement.

Nothing in the Agreement shall require Us to maintain any particular feature, functionality, configuration, classification, version, or other component of the Services, except as expressly set forth in the applicable Order Form.

1.9 Suspension to Protect the Services. 

We may suspend Your access to all or any portion of the Services where We reasonably determine that Your use of the Services: (a) poses a material security risk to the Services, Us, You, or any third party; (b) materially threatens the availability, integrity, or functionality of the Services or Our systems; (c) may violate Applicable Law; or (d) is fraudulent, abusive, or unauthorized. We shall use commercially reasonable efforts, where practicable, to limit any suspension to the affected portion of the Services and to restore access promptly after the circumstances giving rise to the suspension have been resolved.

1.10 Service Levels. The Service Level Agreement applicable to the Services (the “SLA”) is available at SLAs - ROOK and is incorporated into the Agreement by reference. The applicable SLA, if any, may be identified in the applicable Order Form. We may update the SLA from time to time in accordance with the Agreement.

2. FEES AND PAYMENT

2.1  Fees.

You shall pay all fees applicable to the Services contracted, activated, or used by You. Depending on the applicable Service, fees may be fixed, recurring, usage-based, consumption-based, or otherwise determined under the applicable pricing structure, including any combination of the foregoing.

The applicable pricing structure may determine or adjust fees by reference to one or more Usage Metrics, consumption levels, Usage Brackets, thresholds, overages, or other pricing components, as presented or otherwise made available to You through the applicable Order Form, contracting process, ROOK Client Portal, or Our pricing page, as applicable.

The billing, measurement, adjustment, and payment mechanics applicable to such fees shall be governed by Section 2.2. All fees shall be denominated and payable in United States Dollars (USD) and are exclusive of applicable taxes, which shall be invoiced separately in accordance with Section 2.5. Fees may be adjusted as provided in the Agreement or the applicable pricing structure.

2.2  Payment Terms.

• (a)  Payment Processor. Fees may be processed through Stripe or another payment processor or payment method designated by Us. Where an electronic payment method is required, You shall maintain a valid payment method and authorize Us and Our designated payment processor to charge such method for all amounts due in connection with the Services under the Agreement.

• (b)  Billing of Fees. Unless otherwise provided under the applicable pricing structure, fixed recurring fees shall be billed in advance for the applicable Billing Period. Usage-based fees, prorated amounts, and other fees that depend on usage, measurement, or applicable events may be determined or billed after the applicable usage, measurement, or event occurs, in accordance with this Section 2.2.

• (c)  Billing Cycle. The date on which Your initial payment is successfully processed shall establish Your Billing Date. Thereafter, recurring fees shall be charged on the corresponding Billing Date of each successive Billing Period. Unless otherwise set forth in the applicable Order Form, any additional recurring Services or charges contracted by You shall be aligned with Your existing Billing Date.

• (d)  Usage-Based Fees. Where a Service is subject to usage-based pricing, the applicable fee shall be determined based on Your actual usage of the applicable Usage Metric during the relevant Usage Measurement Period. The highest Usage Bracket reached during such period shall determine the applicable fee for the following Billing Period. Any resulting adjustment shall be charged on the next Billing Date and shall not be prorated. Any movement between Usage Brackets shall be subject to the applicable pricing structure.

• (e)  Fixed Recurring Fees; Proration. Where a Service subject to a fixed recurring fee is activated during a Billing Period, the fee for the remainder of such Billing Period shall be prorated and charged on the next Billing Date together with the recurring fee applicable to the following Billing Period. Thereafter, the applicable recurring fee shall be charged in full on each Billing Date. Where multiple such Services are activated on different dates during the same Billing Period, each applicable prorated amount shall be calculated independently from its respective activation date.

• (f)  Payment and Activation. Payment may be required before or following the activation of a Service, depending on the applicable pricing and billing structure. Where advance payment is required, We shall have no obligation to commence or activate the applicable Service until such payment has been successfully processed.

• (g)   Failed or Outstanding Payments; Suspension and Restoration. If any amount is not successfully paid when due, We shall notify You and may retry the applicable charge and send payment reminders. We may also display a persistent payment notice through the ROOK Client Portal until the outstanding amount is resolved. If payment remains outstanding for four (4) weeks from the date it was due, We may suspend sandbox access and, at any time thereafter through the seventh (7th) week, may suspend production access, including applicable endpoints and webhooks. If all outstanding amounts are paid before termination, We shall restore access suspended solely for nonpayment within twenty-four (24) hours following successful payment. If payment remains outstanding for eight (8) weeks from the date it was due, We may terminate the affected Services or, where applicable, the Agreement, in accordance with Section 3.

• (h)  Order Form Payment Terms. The applicable Order Form may expressly provide specific pricing, billing, or payment terms that differ from those set forth in this Section 2. Any such expressly stated terms shall prevail solely with respect to the specific matter addressed therein. Except to the extent expressly modified by the applicable Order Form, the terms of this Section 2 shall apply.

• (i)  Cancellation and Reactivation. You may cancel one or more Services without affecting any other Services that remain active. Unless otherwise provided under the applicable terms, cancellation shall take effect at the end of the then-current Billing Period, and the applicable Service shall remain active until such time. All fees applicable through the effective date of cancellation shall remain due in accordance with this Section 2. If You withdraw a cancellation before it becomes effective, the Service shall continue without interruption and no additional fee or proration shall apply solely as a result of such withdrawal.

• (j)  Discounts and Promotions. We may offer discounts, promotional pricing, promotional codes, or other promotional benefits from time to time, subject to availability and any terms or conditions applicable to the offer at the time it is made. Discounts and promotions shall apply only as presented or made available to You through the applicable Order Form, contracting process, or ROOK Client Portal, and may not be combined unless expressly permitted by Us.

• (k)  Refunds and Credits. Except as expressly provided in the applicable Order Form, expressly agreed in writing by Us, or required by Applicable Law, all fees are non-refundable and non-creditable, including with respect to any unused portion of a paid Billing Period.

• (l) Changes to Pricing and Billing Structure. We may modify from time to time the pricing structure, Usage Metrics, Usage Measurement Periods, Usage Brackets, thresholds, measurement methods, billing methods or frequency, or other components used to determine or charge fees for the Services. We shall provide You with reasonable prior notice of any material change applicable to a Service then used by You. Unless required by Applicable Law or expressly agreed otherwise for a specified period in an applicable Order Form, such changes shall apply prospectively on the effective date specified in the notice without requiring an amendment to the Agreement. If You do not wish to continue using an affected Service under the modified terms, You may cancel such Service before the effective date, and the cancellation shall take effect immediately before the change becomes effective.

2.3  Late Payment. Any amount not received by Us within ten (10) calendar days after the applicable due date may accrue interest, beginning on the eleventh (11th) calendar day, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law. You shall reimburse Us for reasonable costs incurred in collecting overdue amounts, including reasonable attorneys’ fees, to the extent permitted by Applicable Law.

2.4  Annual Fee Adjustment.

Fees shall be subject to an annual adjustment effective on each anniversary of the Effective Date, equal to the greater of: (a) three percent (3%); or (b) the percentage change in the U.S. Consumer Price Index for All Urban Consumers (CPI-U) for the twelve (12)-month period ending sixty (60) days prior to the applicable anniversary date, as published by the U.S. Bureau of Labor Statistics; provided that in no event shall such adjustment exceed seven percent (7%) in any twelve (12)-month period. We shall provide You with written notice of the applicable adjustment at least thirty (30) days prior to the applicable anniversary date.

2.5  Taxes.

You shall be responsible for all taxes applicable to the Services, except for taxes imposed on Our net income, profits, property, or employees. Where We are required by Applicable Law to collect any taxes, such taxes shall be separately charged to You. If You are required by Applicable Law to deduct or withhold taxes from any payment to Us, such deduction or withholding shall not reduce the amount payable to Us, and You shall pay any additional amount necessary for Us to receive the full amount otherwise due under the Agreement. You shall provide Us with reasonable evidence of any such taxes paid to the applicable taxing authority. Any taxes required to be self-assessed or paid directly by You shall remain Your responsibility and shall not reduce amounts payable to Us. If You claim an exemption or reduced rate, You shall provide valid documentation establishing Your eligibility.

3. TERM AND TERMINATION

3.1  Term.

The Agreement commences on the Effective Date and continues until terminated in accordance with this Section 3 (the “Term”).

3.2  Termination for Convenience.

Except as otherwise expressly provided in an applicable Order Form, You may terminate the Agreement for convenience upon thirty (30) days’ prior notice, which may be provided in writing or, where made available by Us, by submitting a termination request through the ROOK Client Portal. We may terminate the Agreement for convenience upon sixty (60) days’ prior written notice. Any such termination shall become effective automatically upon expiration of the applicable notice period. If any Order Form remains in effect following such termination, the Agreement shall continue to govern such Order Form until it expires or is otherwise terminated in accordance with its terms. Any specific term or commitment expressly agreed in an applicable Order Form shall govern notwithstanding the foregoing.

3.3  Termination for Cause.

Either Party may terminate the Agreement or any Order Form upon written notice if any of the following events occurs:

• (a)  Material Breach. The other Party materially breaches the Agreement or an applicable Order Form and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail; provided that if the breach cannot reasonably be cured within thirty (30) days, the breaching Party shall not be in default if it commences cure within such period and diligently pursues completion within sixty (60) days. Payment defaults shall be governed by Section 2.2(g).

• (b)  Insolvency. The other Party (i) files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent; (ii) makes a general assignment for the benefit of creditors; or (iii) has a receiver, trustee, or liquidator appointed for substantially all of its assets, and such proceeding is not dismissed within sixty (60) days.

• (c)  Illegality. A competent governmental, judicial, or regulatory authority issues a final order or formal written notification determining that a Party has engaged in illegal conduct in connection with the Services, or that the provision of the Services has become prohibited under Applicable Law.

• (d) Material Misrepresentation. The other Party made a materially false or misleading representation that was a material inducement to the non-breaching Party entering into the Agreement, as acknowledged in writing by the breaching Party or determined by a court or arbitrator of competent jurisdiction.

• (e)  Legal or Regulatory Impracticability. We determine, based on written legal counsel or formal regulatory guidance from a competent authority, that continued provision of the Services has become prohibited or materially impractical under Applicable Law.

3.4  Effect of Termination.

• (a)  Cessation of Access. Your right to access and use the terminated Services shall cease upon the effective date of termination. We shall have no obligation to maintain Your access to the ROOK Client Portal, production environment, or sandbox environment following such date.

• (b)  Accrued Obligations. Each Party shall promptly pay all amounts owed to the other Party through the effective date of termination. Termination shall not relieve You of any payment obligations arising under Section 2 before such date.

• (c) Return or Destruction of Confidential Information. Within thirty (30) days of the termination date, each Party shall, at the Disclosing Party’s written election, either return or certifiably destroy all Confidential Information of the other Party and provide written certification of such destruction signed by an authorized officer, except with respect to Client Data or End User Data governed by Section 3.4(d), or to the extent retention is required by Applicable Law.

• (d) End User and Client Data. End User Data and Client Data shall be handled following termination in accordance with Our Data Retention and Destruction Policy and any applicable DPA or BAA. Upon written request, We will provide You with a certification of destruction of Client Data upon completion of the applicable retention period.

• (e) Survival. Section 2 solely with respect to payment obligations accrued prior to the effective date of expiration or termination, Sections 3.4, 4.4, 4.5, 5, 6, 7.1, 7.2, 7.3, 9.5, 9.7, 9.8, and 9.9, together with any provisions and definitions that by their nature are intended to survive, shall survive expiration or termination of the Agreement.

4. REPRESENTATIONS, WARRANTIES, DISCLAIMER, AND LIMITATION OF LIABILITY

4.1  Mutual Representations and Warranties.

Each Party represents and warrants to the other that: (a) each is a business duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) each has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement; (c) the Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general equitable principles; and (d) each shall comply with all Applicable Law applicable to the performance of its obligations under the Agreement.

4.2  Our Service Warranties.

We warrant that: (a) the Services will perform materially in accordance with the applicable documentation, and Your sole remedy for breach of this warranty shall be for Us to use commercially reasonable efforts to correct the non-conforming Services or, if We are unable to do so within a reasonable period, for You to terminate the affected Services and receive a prorated refund of prepaid unused fees; (b) We will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data and End User Data; and (c) We will provide the Services in accordance with any applicable Service Level Agreement.

4.3  Your Warranties.

You represent and warrant that: (a) You hold all rights, licenses, consents, and permissions necessary for Us to access and process Client Data and End User Data in Our capacity as data processor, business associate, service provider, or other applicable role; (b) You have provided all legally required notices and obtained all legally required authorizations, consents, or other lawful bases necessary for Client Data and End User Data to be processed by Us on Your behalf, in compliance with Applicable Law; (c) You are solely responsible for Your legal relationship with Your End Users, including establishing the applicable legal basis for processing their data, the content of Your privacy notices, and compliance with obligations owed directly to End Users; and (d) You will use the Services solely for lawful purposes in compliance with the Agreement and Applicable Law.

4.4  Disclaimer of Warranties.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.2, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (C) ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE FREE OF ERRORS OR DEFECTS, OR BE COMPLETELY SECURE.

THIRD-PARTY DATA AND INFORMATION. WE DO NOT CONTROL THE ORIGINAL ACCURACY, COMPLETENESS, QUALITY, TIMELINESS, RELIABILITY, OR CONTINUED AVAILABILITY OF DATA OR INFORMATION ORIGINATING FROM, OBTAINED THROUGH, OR RELATING TO THIRD-PARTY DATA SOURCES AND, EXCEPT AS EXPRESSLY STATED IN THE APPLICABLE DOCUMENTATION, DO NOT INDEPENDENTLY VERIFY SUCH DATA OR INFORMATION. WE DO NOT WARRANT THAT SUCH DATA OR INFORMATION WILL REMAIN ACCURATE, COMPLETE, CURRENT, OR RELIABLE, OR THAT ANY PARTICULAR THIRD-PARTY DATA SOURCE, INTEGRATION, DATASET, API, DEVICE CONNECTION, OR RELATED FUNCTIONALITY WILL REMAIN AVAILABLE OR UNCHANGED. WE SHALL NOT BE RESPONSIBLE FOR INACCURACIES, OMISSIONS, DELAYS, INTERRUPTIONS, RESTRICTIONS, MODIFICATIONS, DEGRADATION, OR DISCONTINUATION RESULTING FROM THIRD-PARTY DATA, INFORMATION, APIS, POLICIES, ACCESS REQUIREMENTS, DATA SCHEMAS, FUNCTIONALITY, OR OTHER ACTS OR OMISSIONS OF THIRD PARTIES, IN EACH CASE TO THE EXTENT OUTSIDE OUR REASONABLE CONTROL.

HEALTH, WELLNESS, AND OUTPUT DISCLAIMER. WE ARE NOT A HEALTHCARE PROVIDER, CLINICAL LABORATORY, OR MEDICAL DEVICE MANUFACTURER. THE SERVICES AND ANY METRICS, SCORES, ANALYTICS, CLASSIFICATIONS, PREDICTIONS, RECOMMENDATIONS, OR OTHER DERIVED OUTPUTS (“OUTPUTS”) ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION OR TO CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR CLINICAL JUDGMENT. OUTPUTS MAY DEPEND ON DATA OR INFORMATION PROVIDED BY YOU, END USERS, OR THIRD-PARTY DATA SOURCES AND MAY BE GENERATED USING STATISTICAL, ALGORITHMIC, AUTOMATED, ARTIFICIAL INTELLIGENCE, OR OTHER ANALYTICAL METHODS. WE DO NOT WARRANT THE ACCURACY OR RELIABILITY OF OUTPUTS TO THE EXTENT AFFECTED BY INACCURATE, INCOMPLETE, OUTDATED, DELAYED, OR OTHERWISE DEFICIENT UNDERLYING DATA OR INFORMATION.

WE MAY USE AUTOMATED PROCESSING, PROFILING, SCORING, ALGORITHMIC METHODS, OR OTHER ANALYTICAL TECHNIQUES TO GENERATE OUTPUTS. WE DO NOT, ON YOUR BEHALF, MAKE OR CONTROL DOWNSTREAM DECISIONS CONCERNING END USERS BASED ON SUCH OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER AND HOW YOU USE, COMMUNICATE, OR ACT UPON THE SERVICES OR OUTPUTS, INCLUDING ANY USE TO MAKE, SUPPORT, INFORM, OR AUTOMATE DECISIONS CONCERNING END USERS, AND FOR COMPLYING WITH APPLICABLE LAW IN CONNECTION WITH SUCH USE, INCLUDING ANY APPLICABLE REQUIREMENTS RELATING TO NOTICE, CONSENT OR OTHER LAWFUL BASIS, TRANSPARENCY, HUMAN REVIEW, CONTESTABILITY, OR OTHER RIGHTS OR SAFEGUARDS.

4.5  Mutual Limitation of Liability.

General Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

Enhanced Cap. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO: (A) A BREACH OF SECTION 5 (CONFIDENTIALITY); (B) OUR MATERIAL BREACH OF OUR PRIVACY, DATA PROTECTION, OR DATA SECURITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY APPLICABLE DPA OR BAA, INCLUDING ANY SECURITY INCIDENT AFFECTING CLIENT DATA OR END USER DATA TO THE EXTENT CAUSED BY SUCH BREACH; OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, SHALL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION SHALL NOT PRECLUDE AMOUNTS PAYABLE TO A THIRD PARTY UNDER SECTION 6, SUBJECT TO THE APPLICABLE CAP IN THIS SECTION 4.5.

Our Exclusions. WE SHALL NOT BE LIABLE FOR DAMAGES TO THE EXTENT ARISING FROM THIRD-PARTY DATA, INFORMATION, SERVICES, SYSTEMS, OR INTEGRATIONS OUTSIDE OUR REASONABLE CONTROL; DATA OR INFORMATION PROVIDED BY YOU, END USERS, OR THIRD PARTIES; OR YOUR OR END USERS’ ACTS, OMISSIONS, CONFIGURATIONS, INTEGRATIONS, OR USE OF THE SERVICES OR OUTPUTS, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY OUR BREACH OF THIS AGREEMENT.

Exceptions to Caps. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT, OR TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 4.5 SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REFLECT THE PARTIES’ AGREED ALLOCATION OF RISK AND AN ESSENTIAL BASIS OF THE BARGAIN.

5. CONFIDENTIALITY

5.1  Obligations.

Each Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information solely to exercise its rights and perform its obligations under the Agreement. Capitalized terms used in this Section 5 have the meanings set forth in the Definitions section below.

5.2  Exclusions.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of the Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

5.3  Duration.

Confidentiality obligations shall survive the expiration or termination of the Agreement for three (3) years; provided that obligations with respect to information constituting a trade secret under Applicable Law shall continue for as long as such information remains a trade secret.

5.4  Compelled Disclosure.

Either Party may disclose Confidential Information to the extent required by Applicable Law, regulation, court order, or valid legal process. To the extent permitted by law, the Party subject to such requirement shall: (a) provide the other Party with prompt prior written notice; (b) reasonably cooperate, at the Disclosing Party’s expense, with the other Party’s efforts to seek a protective order or other appropriate remedy; and (c) disclose only the minimum amount of Confidential Information required to comply.

5.5  Injunctive Relief.

Each Party acknowledges that a breach of this Section 5 may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, without the requirement of posting a bond and without prejudice to any other rights or remedies available at law or in equity.

6. INDEMNIFICATION

6.1  Indemnification by ROOK.

We shall defend You and Your officers, directors, and employees against any third-party claim, action, or proceeding, and indemnify them against damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed in a settlement approved under Section 6.3, to the extent arising from: (a) a claim that the Services, when used as authorized under the Agreement, infringe or misappropriate a third party’s intellectual property rights; (b) Our material breach of Our confidentiality obligations under Section 5 that results in a third-party claim against You; or (c) Our material breach of Our privacy, data protection, or data security obligations under the Agreement or any applicable DPA or BAA that results in a third-party claim against You, including any Security Incident affecting Client Data or End User Data to the extent caused by such breach.

We shall have no obligation under Section 6.1(a) to the extent a claim arises from: (i) unauthorized modifications by You; (ii) combination of the Services with products, services, data, or technology not provided or authorized by Us, where the claim would not otherwise have arisen; (iii) continued use after We provide a substantially equivalent non-infringing alternative; or (iv) use in violation of the Agreement or the applicable documentation.

If the Services become, or We reasonably believe are likely to become, subject to an infringement claim, We may, at Our option and expense: (A) procure Your continued right to use the affected Services; (B) modify or replace them with substantially equivalent non-infringing functionality; or (C) if neither is commercially reasonable, terminate the affected Services and refund prepaid fees allocable to the unused portion thereof.

THIS SECTION 6.1 STATES OUR SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM THAT THE SERVICES INFRINGE OR MISAPPROPRIATE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

6.2  Indemnification by You.

You shall defend Us, Our Affiliates, and their respective officers, directors, employees, and agents against any third-party claim, action, or proceeding, and indemnify them against damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed in a settlement approved under Section 6.3, to the extent arising from: (a) Client Data, End User Data, or other data, content, or information provided or made available by You, including Your failure to obtain any rights, permissions, consents, authorizations, or lawful basis necessary for Us to process such data; (b) Your products, services, representations, communications, or relationship with Your End Users; (c) Your use of the Services or Outputs in violation of the Agreement, the applicable documentation, or Applicable Law; (d) Your use of the Services or Outputs to make, support, inform, or automate decisions concerning End Users, except to the extent directly caused by Our breach of the Agreement; or (e) Your material breach of Your confidentiality, privacy, data protection, or data security obligations under the Agreement or any applicable DPA or BAA that results in a third-party claim against Us.

6.3  Indemnification Procedure.

The Party seeking indemnification shall: (a) promptly notify the indemnifying Party of the claim, provided that delay shall relieve the indemnifying Party of its obligations only to the extent materially prejudiced; (b) give the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party’s expense.

The indemnifying Party shall not settle any claim in a manner that admits liability or wrongdoing by, imposes any non-monetary obligation on, or otherwise materially adversely affects the indemnified Party without its prior written consent, not to be unreasonably withheld, conditioned, or delayed. The indemnified Party may participate with counsel of its choosing at its own expense.

7. INTELLECTUAL PROPERTY

7.1  Ownership.

Each Party retains all right, title, and interest in and to its respective intellectual property. As between the Parties, We retain all right, title, and interest in and to the Services and documentation, and You retain all rights and interests You have in Client Data and End User Data, subject to the rights of applicable data subjects under Applicable Law. Except as expressly provided in the Agreement, no rights are transferred by either Party to the other.

7.2  Restrictions.

You shall not: (a) reverse engineer, decompile, or otherwise attempt to derive the source code or underlying technology of the Services; (b) sublicense or resell access to the Services to any third party as a standalone offering; (c) copy or replicate the functionality of the Services to develop a competing product; or (d) remove or alter any proprietary notices on the Services. These restrictions apply solely to Our platform and technology and do not restrict You from building Your own applications or products using the data outputs delivered through the Services.

7.3  Derived Data.

We retain all right, title, and interest in and to any Derived Data generated through the provision of the Services. We may use Derived Data for internal analytics, benchmarking, and product improvement without further consent from You. Commercial use of Derived Data by Us shall require Your prior written consent, to be set forth in a separate written exhibit to the Agreement.

8. DATA AND SECURITY

We may collect, receive, access, process, and store Client Data and End User Data as necessary to provide the applicable Services and as otherwise permitted under the Agreement and Applicable Law. The nature and scope of such processing may vary depending on the applicable Services.

Security Measures. Without limiting the Agreement or any applicable DPA or BAA, We maintain security measures that include, as applicable: (a) encryption of Personal Data (as defined in the DPA) at rest using AES-256 or equivalent; (b) encryption of Personal Data in transit using TLS 1.2 or higher; (c) logical access controls and multi-factor authentication for systems containing Personal Data; (d) network segmentation and firewall protections; (e) vulnerability management, including regular penetration testing and prompt remediation of identified vulnerabilities; (f) logging and monitoring of access to systems containing Personal Data; (g) data backup and business continuity procedures; and (h) personnel security training at least annually.

Security and Privacy Governance. We maintain security and privacy policies, procedures, and risk management practices designed to support compliance with Applicable Law and Our contractual obligations applicable to the Services, including, where applicable, data protection and health information requirements. We periodically review Our security measures and risk management practices in light of identified vulnerabilities, changes in the Services, and applicable legal or regulatory requirements. Personnel with access to Personal Data (as defined in the DPA) are subject to confidentiality obligations, appropriate training, and access controls based on a need-to-know basis.

Security Incidents and Data Breaches. We maintain procedures designed to identify, investigate, contain, remediate, and respond to Security Incidents and data breaches. We shall provide notifications, information, and cooperation to You in accordance with the applicable DPA, BAA, and Applicable Law.

Third-Party Service Providers. Where We engage Subprocessors (as defined in the DPA) or other third-party service providers to Process Client Data or End User Data, We shall apply the confidentiality, data protection, and security requirements applicable to such providers under the applicable DPA, BAA, and Applicable Law.

Privacy Policy. We make Our then-current Privacy Policy publicly available on Our website. The Privacy Policy describes Our privacy practices and is separate from the DPA, BAA, SCCs, and the Agreement. Where We Process Personal Data on Your behalf, the applicable DPA and, where applicable, the BAA or SCCs govern the specific Processing obligations addressed therein.

We shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data and End User Data against unauthorized access, use, disclosure, alteration, or destruction. Additional data protection and security requirements applicable to the processing of such data are set forth in the DPA and, where applicable, the BAA.

The Parties shall enter into a Data Processing Agreement (“DPA”) governing Our processing of data in connection with the Services. Where applicable, the Parties shall enter into a Business Associate Agreement (“BAA”) governing Our handling of Protected Health Information under HIPAA. Where applicable to the Services and agreed by the Parties, the Parties may also enter into Standard Contractual Clauses (“SCCs”).

In the event of a conflict between this Section 8 and the DPA, BAA, or SCCs, as applicable, the DPA, BAA, or SCCs shall control solely with respect to the subject matter of such conflict.

9. GENERAL PROVISIONS

9.1  Independent Contractors.

The Parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship.

9.2  Marketing and Publicity.

We may identify You as a customer and use Your name and logo on Our website, customer lists, and sales and marketing materials, subject to any trademark or brand usage guidelines provided by You in writing. Any use of Your name, logo, or trademarks in a press release, case study, testimonial, or other standalone promotional announcement shall require Your prior written consent. You shall not use Our name, logo, or trademarks without Our prior written consent and shall comply with Our applicable brand guidelines. Neither Party shall make any false, misleading, or unauthorized representation regarding the other Party or the Parties’ relationship.

9.3  Force Majeure.

Neither Party shall be liable for any delay or failure to perform its obligations under the Agreement to the extent caused by a Force Majeure Event. The affected Party shall promptly notify the other Party in writing upon becoming aware of the Force Majeure Event and its expected duration, and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the Agreement or the applicable Order Form upon written notice, without liability to the other Party, except for fees accrued prior to the commencement of the Force Majeure Event.

9.4  Assignment.

Neither Party may assign the Agreement without the other Party’s prior written consent, except that either Party may assign the Agreement without consent (a) to an Affiliate that is not a direct competitor of the other Party; or (b) in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets or the assets to which the Agreement relates. Any attempted assignment in violation of this Section is void.

9.5  Dispute Resolution.

(a) Good Faith Negotiation. Before initiating arbitration, the Parties shall attempt to resolve any dispute in good faith through negotiation between senior representatives. Either Party may initiate this process by written notice describing the dispute in reasonable detail. The Parties shall have thirty (30) days from such notice to resolve the dispute, unless extended by mutual written agreement.

(b) Binding Arbitration. If the dispute is not resolved within the period in Section 9.5(a), either Party may submit it to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator agreed upon by the Parties, or if not agreed within fifteen (15) days, appointed by the AAA. Proceedings shall be in English, seated in Wilmington, Delaware, or at such other location as the Parties may mutually agree, including by videoconference. The award shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys’ fees; arbitrator costs shall be shared equally unless the arbitrator determines otherwise.

(c) Injunctive and Equitable Relief. Notwithstanding Sections 9.5(a) and (b), either Party may seek emergency injunctive or equitable relief from any court of competent jurisdiction without bond and without exhausting the dispute resolution process, to prevent irreparable harm arising from a breach or threatened breach of Section 5 (Confidentiality), Section 7 (Intellectual Property), or Section 8 (Data and Security). Exercise of this right shall not waive the right to arbitrate the underlying dispute.

(d) Governing Law and Jurisdiction. The Agreement is governed by the laws of the State of Delaware and applicable federal laws of the United States, without regard to conflicts of law principles. The state and federal courts in Delaware shall have exclusive jurisdiction for: (i) enforcement of arbitral awards under Section 9.5(b); and (ii) injunctive or equitable relief under Section 9.5(c). Each Party irrevocably consents to the personal jurisdiction and venue of such courts for such purposes.

(e) Confidentiality of Proceedings. All arbitration proceedings, submissions, awards, and related communications shall be treated as Confidential Information and shall not be disclosed to any third party without prior written consent, except as required by law or to enforce an award.

9.6  Modifications.

We may modify the Agreement from time to time. We shall provide You with at least thirty (30) days’ prior written notice of any material modification, unless a shorter period is reasonably necessary to comply with Applicable Law or address legal, regulatory, or security requirements. Unless otherwise required by Applicable Law or expressly provided in the Agreement or any applicable Order Form, exhibit, DPA, BAA, SLA, or other document incorporated into the Agreement, Your continued use of the Services after the effective date of a notified modification constitutes acceptance of the modification. Where the Agreement or any such document establishes a specific procedure for a modification or change, such procedure shall control.

9.7  Notices.

All notices required or permitted under the Agreement shall be in writing and may be delivered electronically. Notices to Us shall be sent to legal@tryrook.io, unless otherwise expressly provided in the Agreement. We may provide notices to You by email to any applicable contact associated with Your account, including the designated billing contact for billing-related notices, or through the ROOK Client Portal. You are responsible for maintaining current and accurate contact information associated with Your account. Notices shall be deemed received when sent to the applicable email address or made available through the ROOK Client Portal; provided that an email notice shall not be deemed received if the sender receives a delivery failure notification.

9.8  Entire Agreement.

The Agreement, together with all documents incorporated into it and all Order Forms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications relating thereto. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.9 No Waiver.

No failure or delay by either Party in exercising any right or remedy under the Agreement shall operate as a waiver of such right or remedy. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

9.10  Electronic Signatures.

The Agreement may be executed electronically in compliance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA). Electronic signatures shall be deemed original signatures for all purposes. These Terms may also be acknowledged and accepted electronically, including through the applicable checkbox presented in the ROOK Client Portal.

QUESTIONS OR COMMENTS?

If You have any questions or comments regarding these Terms or the Services, please contact us at compliance@tryrook.io.

DEFINITIONS

The following terms have the meanings set forth below: