Tava Health, Inc. Services Agreement

Last modified: April 14, 2025

‍TERMS AND CONDITIONS ‍

1. Services; Services Promotion.

Tava shall provide the services described in Exhibit A attached hereto(collectively, the “Services”) during the term of the Agreement. Customer and each Covered Person’s (as defined in Exhibit A) use of the Tava Platform will at all times be subject to Tava’s terms and policies set forth on the Tava website. Customer acknowledges that Tava utilizes a provider network of third-party licensed or certified professionals, and it is those professionals and not Tava who will actually perform all diagnostic, treatment, and other clinical services involving the application of medical science. Tava may promote the Services to Employees (as defined in Exhibit A), provided that Tava shall not (a) send emails to Employees’ corporate email accounts more than twice every 30 days, or (b) send direct mail to Employees more than once every 90 days. Such contact limitations shall not apply with respect to an Employee that has independently registered for Tava’s services or otherwise provided contact information to Tava. Customer may grant exceptions to these limitations.

2. Customer Obligations.

Customer shall provide Tava with all contact information necessary to permit Tava to promote the Services as set forth in Section 1, and ensure that all consent necessary for Tava to use such information has been obtained. At a minimum, Customer shall provide Tava with an up-to-date roster at a frequency no greater than on a monthly basis of the Employees (as defined in Exhibit A), which shall include each employee’s first name, last name, birth date, company email address, and home mailing address.

3. Warranties; Disclaimer.

Each Party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; and (c) it will comply with all applicable laws and regulations in its performance of this Agreement. EXCEPT AS SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TAVA EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES REGARDING THE QUALIFICATIONS, EXPERTISE, QUALITY, OR RESULTS OF ANY THIRD-PARTY PROFESSIONALS ACCESSED THROUGH THE TAVA PLATFORM.

4. Indemnity.

Each Party (as “Indemnitor”) will indemnify and hold the other Party (as “Indemnitee”) harmless from and against all third party claims and actions (and all resulting, to the extent payable to third parties, out-of-pocket: losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees) arising from (i) the Indemnitor’s material breach of this Agreement, or (ii) the Indemnitor’s gross negligence or willful misconduct. Indemnitor’s indemnity obligations are contingent on the Indemnitee providing Indemnitor with prompt written notice of all claims and threats thereof, sole control of all defense and settlement activities and all reasonably requested assistance with respect thereto. Indemnitor will not be liable for any settlement it does not approve in writing. Indemnitee may, at its own expense, have its own counsel participate in the defense and settlement of any such claim or action.

5. Data Collection.

Customer acknowledges that data collected by Tava in providing the Services may be subject to privacy and data regulations, including but not limited to the Health Insurance Portability and Accountability Act of1996 as amended (“HIPAA”) and the HITECH Act. Accordingly, Customer acknowledges and agrees that Tava will not provide any Personal Health Information (“PHI”)and other information to Customer regarding CustomerUsers other than may be allowed by applicable law. Tava reserves the right to collect and use anonymized or de-identified information not attributable to any person or entity, including PHI (as such term is defined under HIPAA).

6. Relationship of Parties.

The Parties are independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

7. Term and Termination.

This Agreement will begin on the Effective Date and continue for one year thereafter (the“Initial Term”), unless terminated earlier pursuant to this Section 7. After the Initial Term, this Agreement will automatically renew for consecutive one (1) year periods(each a “Renewal Term”), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the end of the Initial Term or then-current Renewal Term. The Initial Term and each Renewal Term, collectively, constitute the “Term” of this Agreement.

  • 7.1 This Agreement may be terminated by a Party upon the occurrence of any of the following events:
  • 7.1.1 On written notice if the other Party ceases to do business, or otherwise terminates its business operations, without a successor;
  • 7.1.2 If the other Party materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach;
  • 7.1.3 On written notice if the other Party becomes subject to any materially negative publicity(such as, being implicated in illegal activities or18. 7.2. the violation of labor or privacy rights), provided that, that Parties will first confer in good faith to determine if there is a way to sufficiently allay the terminating Party’s concerns; or
  • 7.1.4 On thirty (30) days written notice if the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other.
  • 7.1.5 On ninety (90) days’ written notice for any reason, with or without case.
  • 7.2 Upon termination, each Party will, at the other Party’s written request, promptly return to the other Party (or destroy, at the other Party’s request) all of such other Party’s Confidential Information. All provisions which by their nature should survive termination, shall survive.

8. Confidential Information.

From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party(as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 7 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, tha tConfidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 8; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. For the avoidance of doubt, the terms of this Agreement will be deemed Tava’s Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 8 only, Receiving Party’s Group shall mean the Receiving Party’s employees, officers, directors, managers, agents, independent contractors, service providers, subcontractors, attorneys, accountants, and financial advisors.

9. Limited Liability.

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, BUT EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) AMOUNTS THAT, IN THE AGGREGATE, ARE IN EXCESS OF $10,000.00, OR (II) ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS OR LOSS OF DATA), EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY INDEMNIFICATION OBLIGATIONS HEREUNDER FOR ANY AMOUNTS THAT, IN THE AGGREGATE, ARE IN EXCESS OF $50,000.00.

10. Customer Trademarks.

Customer hereby grants to Tava a non-exclusive, non-transferable license to use Customer’s trademarks, service marks, trade names, brand names, logos, corporate names, and other similar designations of source, sponsorship, association or origin (collectively, the “Customer Trademarks”) during the term of this Agreement for the purpose of promoting the Services to Customer Users. Customer hereby also grants to Tava a non-exclusive, non-transferable license to use the Customer Trademarks during the term of this Agreement and the 12-month period following the term of this agreement for external marketing of Tava to prospective and/or current customers, investors, and patients. Tava will promptly discontinue the display or use of any Customer Trademark or change the manner in which such Customer Trademark is displayed or used when requested by Customer.

11. Proprietary Rights.

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to the Tava Platform and all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Tava in the course of performing the Services (except for any ConfidentialInformation of Customer) shall be owned by Tava. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. As between the Parties, Tava retains all right, title, and interest in and to all data and information (except Customer’s Confidential Information) accessed, used, developed, or collected by Tava via the Tava Platform.

12. Assignment.

This Agreement and the rights hereunder are not transferable or assignable by either Party without the prior written consent of the other Party; provided that, either Party may, without consent, assign this Agreement to a successor to all or substantially all of its business or assets.

13. Force Majeure.

Tava shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Tava including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, epidemic, plague, pandemic or any other public health crisis, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

14. General.

This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between the Parties relating to the subject matter of this Agreement. No amendment or modification of this Agreement or Exhibits thereto shall be valid unless executed in writing and duly signed by authorized representatives of both Parties. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by email (unless the sender receives an automated message that the email has not been delivered), or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the Party to be noticed as set forth herein or such other address as such Party last provided to the other by written notice. Tava’s address for notice is: PO Box 581406, Salt Lake City, UT 84158, jason.ockey@tavahealth.com. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah (without regard to the conflicts of laws provisions thereof). The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Salt Lake City, Utah.