End User License Agreement (EULA)

1. License Grant

Subject to the terms of this Agreement, Clerie Health, Inc. ("Licensor") grants you ("Licensee") a non-exclusive, non-transferable, limited license to access and use the Clerie EHR software application ("Software") for your internal business purposes in accordance with your subscription plan.

2. Restrictions

Licensee shall not:

• Copy, modify, or create derivative works of the Software
• Reverse engineer, disassemble, or decompile the Software
• Rent, lease, lend, sell, or sublicense the Software
• Use the Software to provide services to third parties
• Remove or alter any proprietary notices or labels

3. Intellectual Property

The Software and all copies thereof are proprietary to Licensor and title thereto remains exclusively with Licensor. All rights in the Software not specifically granted in this Agreement are reserved to Licensor. Licensee acknowledges that the Software contains trade secrets of Licensor.

4. Data Ownership

Licensee retains all ownership rights to the data entered into the Software ("Licensee Data"). Licensor will not access, use, or disclose Licensee Data except as necessary to provide the services or as required by law. Upon termination, Licensee may export their data in accordance with the data export features provided.

5. Service Availability

Licensor will use commercially reasonable efforts to make the Software available 99.9% of the time, excluding scheduled maintenance and circumstances beyond Licensor's reasonable control. Scheduled maintenance will be performed during off-peak hours when possible, with advance notice provided.

6. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

7. Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

8. Termination

Either party may terminate this Agreement upon 30 days' written notice. Licensor may terminate immediately if Licensee breaches any material term of this Agreement. Upon termination, Licensee must cease all use of the Software.