Terms of Agreement – USA

Interpretation
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the software-as-a-service agreement between Ayogo Health Inc. and the respective Customer named in the executed agreement of which this Schedule A forms a part and is incorporated therein.
Hosted Services
1. License to Hosted Services. Subject to the terms and conditions of this Agreement and upon payment of all Fees (defined below) owed hereunder, Ayogo hereby grants Client a right and license to access and use the Hosted Services during the term of this Agreement pursuant to the license tiers, volumes, and conditions described in the Agreement. For clarity, the license is non-exclusive and may not be transferred or sub-licensed without Ayogo’s prior written consent; such consent will not be unreasonably withheld.
2. Changes to Hosted Services. If Client requests any change to the Hosted Services, including changes to users and licensing tiers, then Ayogo may update the account upon written request to the Ayogo Project Manager, subject to additional costs detailed in an addendum to this Agreement. The Client acknowledges that a minimum recurring monthly subscription fee may be established in the Agreement to maintain an active account standing. Subject to further agreement by Ayogo, monthly recurring costs may not be reduced below this Hosted Services minimum threshold.
Fees and Payment
1. Fees. In consideration for the provision of the Hosted Services, Client agrees to pay the fees set forth in the Agreement (“Fees”).
2. Invoicing. Unless otherwise specified in the Agreement, Fees will be invoiced monthly, and will be payable upon receipt. Hosted Services are invoiced in advance. If Client has any reasonable objection to an invoice, the supporting documentation, or the performance of the Agreement by Ayogo, then Client will, within ten (10) days of receipt of the invoice or as quickly as reasonably possible, notify Ayogo of the nature of the objection. The invoice submitted by Ayogo will include a description of the Hosted Services provided and, where provided, reference the order number provided by Client. Client agrees to notify Ayogo of any changes to Client’s payment details, Client’s billing address, or any information that Ayogo may reasonably require in order to process Client’s payments in a timely manner.
3. Currency. Unless otherwise specified in the Agreement, all prices are listed in US Dollars (USD).
4. Taxes. Client will pay to Ayogo those taxes now in force or enacted in the future that are applicable to this Agreement. This provision includes sales, use, service and excise taxes, but does not include taxes based on Ayogo’s net income or taxes for which Client is exempt by law and for which Client has furnished to Ayogo a bona fide tax exemption certification prior to such tax becoming due. For greater clarity, the Fees do not include any such taxes unless otherwise expressly indicated.
5. Suspension of Hosted Services. If any amounts owing by the Client to Ayogo are overdue, Ayogo may, without limiting its other rights and remedies, suspend the Hosted Services to the Client until such amounts are paid in full. Ayogo will not exercise the rights under this s.3.5 if Client is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve this dispute.
Representations and Warranties
1. Mutual. Each party represents and warrants (i) that if it is a corporate entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such party; (iii) that it has full power, authority and capacity, as applicable, to enter into and fulfill its obligations under this Agreement; and (iv) that this Agreement, when executed and delivered, constitutes a valid and binding obligation, and will be enforceable against such party in accordance with its terms.
2. Ayogo. Ayogo represents and warrants to Client that: (i) the Hosted Services will be provided substantially in accordance with the specifications more particularly described in the Agreement; and (ii) in the course of providing the Hosted Services, Ayogo will comply with applicable law.
3. Client. Client represents and warrants to Ayogo that: (i) the Hosted Services are not being purchased for re-sale to third-parties and that use of the Services will be consistent with the applicable Hosted Services license terms; (ii) Client has received consent from any third party for the collection and use of any third party’s confidential or proprietary information as set forth in Ayogo’s Privacy Policy; and [Client has no interest in the business of a third-party that would cause a conflict of interest in relation to the Hosted Services].
Confidentiality, Privacy, and Information Security
1. Confidential Information. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or proprietary or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient.
2. Confidentiality Obligations. The recipient will not disclose the discloser’s Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
3. Return of Confidential Information. Upon termination of this Agreement, or upon written notice from the discloser requesting return of any or all Confidential Information, the recipient will forthwith return all such Confidential Information to the discloser and will keep no copies. Where deletion of information is necessary to fulfill this requirement, it will be performed within the confines afforded by existing technology limitations. Upon request, an officer’s certificate confirming that such actions have been completed and that there are no tangible and/or electronic versions of the Confidential Information in the recipient’s possession or control, will be provided to the discloser by the recipient. Ayogo will not be in breach of this Agreement if it is unable to perform its obligations as a result of deleting or returning Confidential Information at Client’s request.
Term and Termination
1. Term. The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with this s.6.
  Termination for Breach. Either party may terminate this Agreement on written notice if the other party hereto breaches any term of this Agreement and such breach remains uncured for a thirty (30) day period following such written notice.
2. Termination for Convenience. Either party may terminate this Agreement (i) upon ninety (90) days prior written notice to the other party; or (ii) immediately by written to the other party if the terminating party reasonably deems such termination to be necessary in order to comply with applicable laws. Ayogo may, in its sole direction, terminate this Agreement for any suspected fraudulent, abusive or illegal activity and such activity may be referred to appropriate law enforcement authorities.
3. Termination for Bankruptcy or Insolvency. If bankruptcy or insolvency proceedings are instituted by or against either party (and are not dismissed or discontinued within thirty (30) days) or either party is adjudicated bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes arrangements for the liquidation of its debts, or a receiver or receiver and manager is appointed with respect to all or part of the assets of the insolvent party, the other party may, without prejudice to any other rights or remedies it may have, immediately terminate this Agreement.
4. Effect of Termination. Upon termination of this Agreement, Client’s right to access or use the Hosted Services shall immediately cease. The termination of this Agreement will not affect any rights or obligations which may have accrued prior to such termination or any other right which the terminating party may have arising out of either the termination or the event giving rise to the termination including, without limitation, the right of Ayogo to be paid Fees for the Hosted Services and to retain Fees paid in advance.
5. Survival. All provisions of this Agreement which are by their nature intended to survive the expiration or termination of this Agreement will survive such expiration or termination including, without limitation, s.1, s.2, s.4, s.5, s.6 and s.7.
General
1. Notices. The parties will deliver any notice required in writing pursuant to this Agreement to the address, or email address, set forth on the cover page.
2. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties and supersedes and merges all prior oral and written agreements with respect to this subject matter.
3. Governing Law. This Agreement will be deemed to have been made and performed in and will be construed pursuant to the laws of British Columbia, excluding application of its conflict of laws principles. In the event Client or Ayogo initiates any legal proceeding with regard to the interpretation or enforcement of this Agreement, the parties hereby agree to submit to the exclusive jurisdiction of the appropriate provincial and federal courts in the province of British Columbia.