ALTIRA HEALTH

This Master Subscription Agreement (this “MSA”) is effective as of the date on which the last of the Parties executed it (the “Effective Date”) and is by and between Altira Health, Inc., a Delaware corporation (“Altira”), and the customer (the “Customer”) (each a “Party” and together the “Parties”). The Parties may enter into one or more order forms in the form provided by Altira and incorporating the terms of this MSA (each, an “Order Form”), which shall form part of and be construed in accordance with this MSA. In the event of any inconsistency or conflict between the terms of this MSA and the terms of any Order Form, the terms of the Order Form shall control to the extent of the inconsistency or conflict.

Services.

1. Purpose. This MSA sets forth the terms and conditions under which Altira agrees to provide: (i) access to certain software applications (either hosted “as a service” or deployed in another manner agreed by the Parties, as specified on an Order Form) (“Subscription Services”) (each such application together with any applicable documentation thereto, programming and user interfaces therefor, and all updates, upgrades, and enhancements thereof that may be provided by Altira, an “Agent” and, collectively, the “Platform”) to Customer for use by Authorized Users (defined below), as further set forth on an Order Form; and (ii) if applicable, any other implementation or other professional services related to Customer’s access to, and use of, such Subscription Services and the Platform as set forth on an Order Form (“Professional Services” together with Subscription Services, the “Services”), as further set forth on each Order Form. 
2. Services. Subject to the terms and conditions of this MSA and any applicable Order Form, during the Term, Altira shall provide: (i) Customer’s Authorized Users access to each Agent listed on each applicable Order Form, and (ii) Customer the Professional Services listed on each applicable Order Form. Subject to the terms and conditions of this MSA, and solely during the applicable Service Term (as set forth on an Order Form), Altira hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use each Agent listed on such Order Form, in each case, solely for internal business purposes. Altira shall have no obligation to provide any Services under this MSA until both Parties have duly executed an Order Form specifying the Services to be provided. CUSTOMER ACKNOWLEDGES THAT THE SERVICES PROVIDED BY ALTIRA ARE NOT INTENDED AS MEDICAL OR OTHER CLINICAL ADVICE TO CUSTOMER OR THEIR PATIENTS AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR OTHER CLINICAL ADVICE, DIAGNOSIS, OR TREATMENT. 
3. Changes. Altira may, in its sole discretion, make any changes to the Services and/or the Platform (including any individual Agent) that it deems necessary or useful to: (a) maintain or enhance (i) the quality, delivery, efficiency or performance of Altira’s products or services or (ii) the competitive strength of, or market for, Altira’s products or services; or (b) comply with applicable law.
4. Open Source Software. Certain items of software may be provided to Customer with the Platform and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 4(i) (Ownership) or 10 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Altira makes such Open Source Software, and Altira’s modifications to that Open Source Software, available by written request at the notice address specified below.

Fees and Payment.

j. State Healthcare Privacy Compliance. In addition to HIPAA breach notification requirements, Altira shall comply with applicable state breach notification laws that may impose additional or more stringent requirements.

Use of the Services.

i. Conflicts. To the extent of any conflicts between the terms of this MSA and Attachment 1, the terms of MSA shall govern and control.

Intellectual Property Rights.

1. Fees. Customer shall pay the fees specified in each Order Form, including any Platform Fee, Agent Usage Fee and Implementation Fee (each as defined in such Order Form) (collectively, the “Fees”), in accordance with this Section 2.
2. Payment; Payment Disputes; Taxes. Customer shall pay all Fees specified on any invoice within thirty (30) days from the date of such invoice. Unless otherwise agreed in an Order Form, all payments shall be made in U.S. dollars in immediately available funds to the bank account specified on the invoice and are non-refundable. Any late payments shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. If Customer reasonably believes that Altira has billed Customer incorrectly, Customer shall contact Altira no later than fifteen (15) days after the first invoice on which the error or problem appeared, in order to request an adjustment or credit. Inquiries shall be directed to Altira’s customer support department or Altira’s applicable account manager. Fees do not include any taxes or duties (including local, state, or federal taxes) of any kind and any such taxes shall be assumed and paid by Customer, except for taxes on Altira based on Altira’s income or receipts.

Term and Termination.

8. Representations, Warranties. Each Party represents and warrants that: (a) such Party is a legal entity duly organized, validly existing, and in good standing under the laws of the state of its incorporation, and has the full power and authority to enter into and perform its obligations under this MSA; (ii) the execution of this MSA by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any other agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, this MSA will constitute the legal, valid, and binding contract of such Party, enforceable against such Party in accordance with its terms; and (iv) such Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter of this MSA that are not expressly provided for in this MSA. Altira represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Customer further represents and warrants that (x) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by the Platform and the Services; and (y) the execution, delivery, and performance by Customer of this MSA, including the provision of the Customer Data, does not and will not violate any applicable statute, regulation, or law, or infringe any intellectual property right or other legal right of any third party. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 5 (Term and Termination) herein.
9. Disclaimers. Customer acknowledges that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Altira or by third-party providers, or because of other causes beyond Altira’s reasonable control. EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN AN ORDER FORM, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND ALTIRA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF ALTIRA IS ADVISED OF SUCH PURPOSE), AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALTIRA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, THAT THE PLATFORM WILL MEET CUSTOMER’S NEEDS, OR THAT DATA WILL NOT BE LOST, DAMAGED, OR UNAVAILABLE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ALTIRA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT ALTIRA SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
10. Indemnification.
    
    1. Customer. Customer shall indemnify and hold Altira harmless against any third party claim (i) arising from or related to use of a Service by Customer, Customer’s agents, or Authorized Users, in each case, in breach of this MSA; or (ii) alleging that any Customer Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided, that (a) Altira promptly notifies Customer of the threat or notice of such claim; (b) Customer shall have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer shall not settle or compromise any claim that results in liability or admission of any liability by Altira without prior written consent); and (c) Altira fully cooperates with Customer in connection therewith.
    2. Altira. Altira shall indemnify and hold Customer harmless against any third-party claim alleging that the Services, as provided by Altira and used in accordance with this MSA, infringe or misappropriate a third party’s valid patent, copyright, trademark, or trade secret; provided that (a) Customer promptly notifies Altira of the threat or notice of such claim; (b) Altira has sole control over the defense and settlement of the claim (provided that Altira shall not settle any claim in a manner that imposes liability or obligations on Customer without Customer’s prior written consent); and (c) Customer reasonably cooperates in the defense. This indemnity shall not apply to claims arising from (i) Customer Data; (ii) use of the Services in violation of this MSA; or (iii) modifications made by Customer without Altira’s authorization. If any portion of the Platform becomes, or in Altira’s opinion is likely to become, the subject of a claim of infringement, Altira may, at Altira’s option: (a) procure for Customer the right to continue using the Platform; (b) replace the Platform with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Platform. Notwithstanding the foregoing, Altira will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement; (ii) any use of the Platform in combination with other products, equipment, software or data not supplied by Altira; or (iii) any modification of the Platform by any person other than Altira or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Altira, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

Confidentiality.

8. Entire Agreement. This MSA, the BAA and the applicable Order Form(s) constitute the entire agreement, and supersede all prior agreements, between Altira and Customer regarding the subject matter hereof. To the extent Customer provides any purchase order or similar form that contains any terms and conditions not expressly set forth herein or in an Order Form, such terms and conditions shall have no force or effect (even if the form is signed by the Parties after the date hereof).
9. Assignment. Neither party may assign this MSA to any third party without the prior written consent of the other; provided, that Altira may assign this MSA, in whole or in part, in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Any purported assignment or delegation in violation of the foregoing shall be null and void ab initio and of no force or effect.
10. Severability. If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.
11. Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
12. Notices. All notices provided by Altira to Customer under this MSA must be delivered in writing by (i) recognized overnight delivery service (“Courier”) or mail to the contact mailing address provided by Customer on the Order Form; or (ii) electronic mail to the electronic mail address provided for Customer’s account owner. All notices provided by Customer to Altira under this MSA must be delivered in writing by electronic mail to [email address]. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
13. Governing Law; Jurisdiction; Venue. This MSA shall be governed by the laws of the State of California without regard to its conflicts of laws principles. The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of California and any federal courts located within the state for the purpose of any suit, action or other proceeding arising out of or based upon this MSA, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this MSA except in the aforementioned courts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this MSA or the subject matter hereof may not be enforced in or by such court.
14. Publicity and Marketing. Altira may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Altira on Altira’s website and other marketing materials only with Customer’s prior written approval and in accordance with Customer’s trademark usage guidelines. 
15. Amendments; Waivers. No provision of this MSA may be amended or modified unless such amendment or modification is approved in writing signed by both Parties. Any waiver by either Party of any default or breach hereunder shall only be valid if made in writing by the waiving Party, and shall not constitute a waiver of any provision of this MSA or of any subsequent default or breach of the same or different kind.
16. Force Majeure. Altira is not and shall not be responsible nor liable for any delays or failures in performance from any cause beyond its control, including any acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, epidemics or pandemics, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User.
17. Headings; Interpretation. The headings of the articles and paragraphs contained in this MSA are inserted for convenience and are not intended to be part of or to affect the interpretation of this MSA. Unless the context requires otherwise, references in this MSA to: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) a “person” shall include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body; (c) Sections shall refer to the sections of this MSA; (d) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; and (e) “$” or “dollars” shall refer to U.S. dollars.

Data and Privacy Practices.

1. Authorized Users. Customer may allow its employees, independent contractors, or other agents (but excluding patients) to use the applicable Agent on behalf of Customer, each as an “Authorized User”. As a condition to access and use of the Platform, each Authorized User shall agree to abide by the terms of this MSA. Customer is responsible for all use and misuse of the Services by Authorized Users. Customer shall ensure that (i) it, and each of its Authorized Users’, are in full compliance with the terms of this MSA at all times, (ii) each Authorized User is educated and trained in the proper use and operation of the Platform, and (iii) the Platform is used in accordance with any applicable manuals, instructions, specifications and documentation provided by Altira from time to time. Customer agrees to promptly notify Altira of any unauthorized access or use of which Customer becomes aware.
2. Prohibited Uses. Customer shall not, and shall ensure that its Authorized Users do not: (i) “frame,” distribute, resell, or permit access to the Services by any person other than the Authorized Users; (ii) use the Services other than in compliance with applicable laws and regulations; (iii) interfere with the Services or disrupt any other user’s access to the Subscription Service; (iv) reverse engineer, disassemble, attempt to gain unauthorized access to the Services, attempt to discover the underlying source code or structure of, or otherwise copy, attempt to copy, discover or derive the source code, object code or underlying structure, ideas, know-how, algorithms or models relevant to any Agent or the Platform or any related software, documentation or data (collectively, “Software”); (v) modify, translate or create any derivative work of any part of the Platform or Software; (vi) knowingly transfer to the Platform any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (vii) transfer to the Platform or otherwise use in connection with the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; (viii) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Platform or the Services; or (ix) market, sublicense, publish, distribute, reproduce, resell, assign, transfer, rent, lease, use on a ‘time share basis’, host or loan any Agent, the Platform or any Software, or a product potentially competitive with such Agent, Platform or Software.
3. Account Responsibility. Customer shall be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its Altira account, passwords (including but not limited to administrative and user passwords) and files. Altira shall not be responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.
4. Cooperation. Customer shall provide all cooperation and assistance as Altira may reasonably request to enable Altira to exercise its rights and perform its obligations under, and in connection with, this MSA. Upon Altira’s reasonable request, Customer shall use commercially reasonable efforts to cooperate with Altira in developing and sharing testimonials, case studies, metrics, and measurement criteria for the purpose of substantiating the value and benefits its Authorized Users derived from a Platform.
5. Back-Ups and Data Access. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that Altira shall have no obligation to provide continued access to Customer Data following the expiration or termination of this MSA, unless Altira agrees, in its sole discretion and subject to additional fees, to provide continued access to Customer Data to Customer for a limited time following the expiration or termination of this MSA.
6. Patient Consents. Customer is solely responsible for obtaining all necessary consents from patients for participation in the Services and for managing all patient opt-out requests. Altira will provide technical support for implementing opt-out workflows as needed but shall not be responsible for monitoring, processing, or responding to patient consent withdrawals or opt-out requests directly.
7. Clinical Safety and Responsibility. Customer retains ultimate clinical responsibility and shall approve all scripts and clinical content. Altira shall support clinical safety by maintaining escalation protocols for adverse events or patient complaints. Both parties will collaborate on iterative improvements to protocols as needed.

1. Altira Processing of Customer Data. Customer acknowledges and agrees that Altira may receive, collect, store and/or otherwise process Customer Data in providing the Services to Customer and that Altira may use Customer Data as contemplated by Section 4(b).
2. HIPAA Compliance and BAA. Altira acknowledges that it is a “Business Associate” under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”) when handling Protected Health Information (“PHI”) on behalf of Customer. Altira agrees to: (i) use and disclose PHI only as permitted by this MSA or as required by law; (ii) implement administrative, physical, and technical safeguards that comply with the HIPAA Security Rule; (iii) report to Customer any unauthorized use or disclosure of PHI within 24 hours of discovery; (iv) ensure any subcontractors handling PHI agree to the same restrictions; (v) make information available to demonstrate HIPAA compliance; and (vi) return or securely destroy PHI upon termination of this MSA, except to the extent retention is required by law. Altira shall limit its use and disclosure of PHI to the minimum necessary to accomplish the intended purpose and shall cooperate with Customer to support individual rights under HIPAA, as further described in the BAA  attached hereto as Attachment 1.
3. Customer as Controller. “Personal Information” means information that relates to an identified or identifiable individual. To the extent Customer Data contains information that constitutes Personal Information (“Service Personal Data”), the Parties hereby agree that Customer determines the purpose and means of processing of Service Personal Data, and Altira shall process Service Personal Data on behalf of Customer solely in accordance with this MSA. For purposes of clarity under laws such as the California Consumer Privacy Act as amended (the “CCPA”) to the extent applicable, Altira shall not (i) sell Service Personal Data; (ii) share Service Personal Data for cross-contextual behavioral advertising; (iii) retain, use, or disclose Service Personal Data for any purpose other than providing the Services, including retaining, using, or disclosing the Services Personal Data for a commercial purpose outside of its direct business relationship with Customer; or (iv) combine Services Personal Data with Personal Information that it receives from other parties, other than as permitted under applicable law. Consistent with applicable laws, Altira shall notify Customer if Altira makes a determination that it can no longer meet its obligations under this paragraph. Altira certifies that it understands and shall comply with the foregoing restrictions.
4. Third-Party Service Providers. Altira may disclose Customer Data (including Service Personal Data) to its authorized third-party service providers in connection with its operation of the Services, subject to appropriate confidentiality obligations. Altira shall be responsible for the acts and omissions of its third-party service providers to the same extent that Altira would be responsible if Altira was performing the Services directly under the terms of this MSA.
5. Hosting and Processing. The Parties agree that Customer Data (including Service Personal Data) may be hosted and processed by Altira or its authorized third-party service providers, in the United States or other locations around the world.
6. Usage Data. Altira may collect and process Usage Data to (a) provide Services and associated support; (b) manage and secure its technical infrastructure; (c) develop and improve its products, services, algorithms and models; (d) communicate with Customer about its use of the Services and provide recommendations regarding additional Altira offerings; (e) enforce the terms of this MSA or other contractual terms; (f) prevent abuse and fraud; (g) perform statistical analyses; and (h) for its internal business purposes. Altira may share Usage Data with its affiliates and third-party service providers for these purposes, or as otherwise required or permitted by applicable law.
7. Privacy Policy. Altira operates the Services and, as applicable, handles Personal Information, pursuant to its privacy policy available at https://www.altirahealth.com/privacy or any replacement address from time to time (the “Privacy Policy”). In the event of any conflict or inconsistency between this MSA and the Privacy Policy with respect to Personal Information, this MSA shall control.
8. Communications. Altira may communicate with Customer or Authorized Users (a) to send product information and promotional offers, or (b) about the Services generally. If such an individual does not want to receive marketing emails from Altira, they may opt-out at any time by using the unsubscribe mechanism included in each of Altira’s marketing emails. Opting out of marketing emails shall not affect Altira’s ability to send administrative or transactional messages.  Altira may offer one or more mobile message programs  (collectively, the “Message Service”) that allows Authorized Users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms.  

1. Definitions. As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. The Parties acknowledge and agree that: (a) both Parties’ Confidential Information includes the terms and conditions of this MSA; (b) Customer’s Confidential Information includes Customer Data; and (c) Altira’s Confidential Information includes all Software and other documentation and materials related to the Platform or any Services.
2. Restrictions on Use and Disclosure. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of Altira, to provide the Services, or as otherwise expressly contemplated by this MSA. Notwithstanding anything herein to the contrary, Customer acknowledges that Altira may disclose the existence and terms and conditions of this MSA to its advisors, actual and potential sources of financing, and to third parties in connection with any potential transaction or investment.
3. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law; provided, that the Receiving Party: (i) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (ii) uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order; and (iii) cooperates with the Disclosing Party in seeking such a protective order or other relief. Further, Confidential Information does not include any information that: (a) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (b) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; or (c) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation of confidence with respect to such Confidential Information. 
4. In the event of any termination or expiration of this MSA, each Party shall either return or, at the Disclosing Party’s request, destroy the Confidential Information (including Customer Data, defined below) of the other Party; provided, however, that Altira may retain copies of the Confidential Information of Customer for routine backup and archival purposes and that Altira may retain, use, reproduce and disclose Usage Data (as defined below), as well as any data and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any individual, in accordance with Section 4(b). For the avoidance of doubt, all PHI (defined below) shall be used and disclosed pursuant to the business associate agreement (“BAA”) attached hereto as Attachment 1.

1. Ownership. As between the Parties: (a) Altira shall exclusively own all Agents, the Platform, the Services, Software and all components of or used to provide any of them, as well as all Usage Data (as defined below), all improvements, enhancements, modifications, and derivative works made to the Platform, Agents, or Services, and all intellectual property and proprietary rights in any of the foregoing; and (b) Customer shall retain its rights to all data or other materials submitted to and stored within the Services by Customer in connection with its use of the Services, including Customer’s Confidential Information collected through Customer’s use of an Agent and its tools (“Customer Data”) and all intellectual property and proprietary rights therein. Customer Data does not include any metrics or information regarding Customer’s use of the Services, including information about how Authorized Users use the Services and associated usage and device data as described in the Privacy Policy (as defined below)) and any Platform, Software, and Services-related information (collectively such metrics and information, “Usage Data”).
2. Customer Data License to Altira. Customer hereby grants Altira a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to use, reproduce, electronically distribute, transmit, have transmitted, display, store, archive, make derivative works of and exploit, both during and after the Term: (a) all Customer Data in order to provide the Services under this MSA and as necessary or useful to monitor and improve the Platform or any Agent, Software or the Services; and (b) any Customer Data (i) to derive any information, data and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any individual (the “Derived Data”), (ii) for machine learning model training, algorithm improvement, benchmarking, and product development purposes, and (iii) to improve Altira’s and its Affiliate’s Platform and Services, including product development and improvement and other lawful purposes.  All Derived Data will be owned by Altira. Notwithstanding the foregoing, Altira shall not sell raw Customer Data and shall implement technical and administrative safeguards designed to prevent re-identification of anonymized data.
3. Feedback. Customer hereby grants to Altira a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Altira will not identify Customer as the source of any such feedback.
4. Altira Trademarks. Customer shall not modify, remove or obscure any text or sign identifying any Altira trademark or trade name from the places where it appears on the Platform or the Services.

Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, UNDER ANY INDEMNITY OR OTHERWISE) SHALL ALTIRA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO CUSTOMER OR ANY OF ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, DOWNTIME OR UNAVAILABILITY OF ANY SERVICES, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, CLAIMS RELATING TO USE OR TRAINING OF ANY ALGORITHMS OR MODELS, INCLUDING AS TO ACTUAL OR POTENTIAL BIASES, CLAIMS ARISING FROM CUSTOMER’S USE OF DE-IDENTIFIED OR AGGREGATED DATA INSIGHTS PROVIDED BY ALTIRA, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY CUSTOMER OR ANY OF ITS AFFILIATES IN CONNECTION WITH THIS MSA OR THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, ALTIRA’S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF THIS MSA OR THE SERVICES (INCLUDING FOR DATA BREACH CLAIMS, HIPAA PENALTIES, SERVICE DISRUPTIONS, DATA ISSUES, AND CLINICAL OUTCOMES) SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES THAT HAVE BEEN PAID TO ALTIRA UNDER THIS MSA IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

Miscellaneous.

1. Term. This MSA commences on the Effective Date and shall remain in effect for three (3) years unless terminated sooner in accordance with this Section (the “Term”). Notwithstanding the foregoing, each Service shall only be provided from the applicable ‘Service Start Date’ until the end of the applicable ‘Service Term’ as specified for such Service on an Order Form, unless terminated sooner in accordance with this Section and/or such Order Form (the “Order Form Term”). The Term shall automatically renew for successive twelve (12) month periods unless either Party provides the other Party with at least sixty (60) days’ prior written notice of non-renewal (each, a “Renewal Term”). Fees for each Renewal Term may be increased by Altira by up to the greater of five percent (5%) or the percentage increase in the Consumer Price Index for the preceding twelve (12) month period, with such increase effective upon renewal.
2. Termination by Altira. Altira may terminate this MSA upon written notice to Customer if no Order Form is in effect. In addition to other remedies available to it, Altira may in its discretion terminate this MSA and/or the applicable Order Form(s), and/or suspend the Customer’s and any Authorized User’s access to the Services immediately on written notice if: (a) Customer materially breaches this MSA and/or the applicable Order Form(s); (b) does not pay any amount owing under this MSA and/or the applicable Order Form(s) when due; (c) Customer or any Authorized User breaches Section 3; or (d) (i) all or substantially all of the assets of Customer are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; (ii) a proceeding is commenced by or against Customer for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days; or (iii) Customer is adjudged bankrupt or insolvent.
3. Termination by Customer. Customer may terminate this MSA and/or the applicable Order Form(s) on thirty (30) days’ prior written notice if Altira materially breaches this MSA and/or the applicable Order Form(s) and such breach remains uncured for thirty (30) days following Altira’s receipt of Customer’s notice.
4. Mutual Termination. This MSA and/or the Order Form(s) may be terminated by mutual, written agreement of both Parties.
5. Effect of Termination and Survival. Notwithstanding the Order Forms, upon termination or expiration of this MSA, each outstanding Order Form, if any, shall terminate and Customer shall immediately cease all use of, and all access to, the Subscription Services and Altira shall immediately cease providing the Professional Services. If Altira terminates this MSA in connection with Customer’s breach of this MSA or non-payment of any Fees due, all Fees that would have become payable had each outstanding Order Form remained in effect until expiration of its current term will become immediately due and payable. If Customer terminates this MSA for any reason other than Altira’s uncured material breach, or if Customer materially breaches this MSA resulting in termination by Altira, Customer shall immediately pay all remaining fixed Fees based on any minimum monthly Fees set forth in a Order Form that would have become payable had each outstanding Order Form remained in effect until expiration of its then-current term. Upon termination or expiration of this MSA, all licenses granted hereunder shall immediately terminate. Upon termination or expiration of this MSA, Altira shall provide Customer with a thirty (30) day window to export campaign data via CSV or secure SFTP before deletion of such data. The following Sections shall survive any termination or expiration of this MSA: Section 2, Section 4, Section 5, Section 6, and Sections 9 through 12.