Thinkcatalyst™ — End User License Agreement

Overview
THIS END USER LICENSE AGREEMENT (the “Agreement”) is a legal agreement between you and Thinkcatalyst™ Ltd., a corporation incorporated pursuant to the laws of the Provinces of British Columbia, Alberta, and Saskatchewan (the “Company”). Please read this agreement carefully before accessing or using Thinkcatalyst™ (as defined below). By accessing or using Thinkcatalyst, you are entering into and agreeing to be bound by (i) the terms of this Agreement and (ii) the terms and conditions set forth in the Thinkcatalyst Privacy Policy (as defined below). You are not authorized to use Thinkcatalyst if you do not agree to the terms and conditions of this Agreement.

1. Thinkcatalyst™
The capitalized term “Thinkcatalyst” means the Thinkcatalyst™ data collection, analytics and secure communication solution developed by the Company and the associated services and all related documentation, enhancements, and updates that may be provided by the Company to support the Thinkcatalyst™ data collection, analytics and secure communication solution and its users and made available to you in connection with this Agreement.

2. General
Thinkcatalyst™ is licensed, not sold, to you by the Company for use strictly in accordance with the terms and conditions of this Agreement. Ownership of Thinkcatalyst shall at all times remain with the Company. Access to Thinkcatalyst is provided to you only to allow you to exercise your rights under this Agreement. You must provide and are responsible for all equipment and Internet connectivity necessary to access Thinkcatalyst. You acknowledge and agree that your computer or device will be required to access a Thinkcatalyst API (application program interface) in order for any data, files or other information which you elect to provide to the Company to be encrypted prior to transmission.
3. Registration Obligations

In consideration of your access to and use of Thinkcatalyst™, you represent that you are of legal age to form a binding contract and are not a person barred from accessingThinkcatalyst™ under the laws of Canada or other applicable jurisdiction. In order to access Thinkcatalyst™, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process (the “Registration”) for a specific Thinkcatalyst™ user account or as part of your continued access to and use of Thinkcatalyst. In connection with the Registration, you will select (or the Companywill assign to you) a user name that will be identified with your account (your “Username”). You will also be able to select a password to access your Thinkcatalyst™ username (together with your Thinkcatalyst™ username, an “Account”) and the Company may reject any Username that the Company determines in its discretion is unacceptable for use in connection with Thinkcatalyst™.

You agree to use Thinkcatalyst™ only for the purposes that are permitted by:
(a) this Agreement;
(b) the relevant constitution, by-Laws, constating documents, or any rules and regulations, of the your relevant governing body, entity, association or society, as the case may be (the “Association”);
(c) any relevant agreements between the Company and the clinic(s) or government organizations with which your Account is associated; and
(d) any applicable law, regulation, and generally accepted practices in the relevant jurisdictions.

You also agree:
(i) to provide true, accurate, current and complete information about yourself as prompted by the Thinkcatalyst™ Registration form (the “Registration Data”);
(ii) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete;
(iii) to access Thinkcatalyst™ only via a password protected computer or device and only via secure network;
(iv) to require two factor authentication for any access to Thinkcatalyst™ under your Username and Account;
(v) to ensure that any archived data, files, information or other materials which remain stored on your computer, device or network are stored in accordance with all applicable laws and internal policies of your Association;
(vi) that, any attachments or files which you download to any browser operating on your computer or device through Thinkcatalyst™ will be stored in the cache of that browser and will remain accessible on that computer or device, independently of Thinkcatalyst™ and any servers on which Thinkcatalyst™ is hosted, unless and until that cache is purged or otherwise permanently deleted by you;
(vii) that there are risks inherent in accessing and transmitting sensitive electronic data and files over the Internet and storing such data and files on remote servers, including risks associated with hacking and other cybersecurity threats, and that the integrity and security of such data and files could be comprised if they become the target of any such cybersecurity threats, and
(viii) that, pursuant to the Health Information Act, Revised Statutes of Alberta 2000, Chapter H-5, (“HIA”), you and any users who utilize Thinkcatalyst™ with or through you are each a Custodian and that the Company is an Information Manager (as those terms are defined in the HIA) and that you acknowledge and agree that you are bound by the terms of the Information Manager Agreement appended to and forming a part of this Agreement.

If you provide any information that is untrue, inaccurate, noncurrent, or incomplete, or if the Company has reasonable grounds to suspect that such information is untrue, inaccurate, non-current, or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of Thinkcatalyst™ (or any portion thereof). You also understand and agree that Thinkcatalyst™ may include certain communications from the Company (e.g., service announcements, administrative messages, and other information and alerts), and that these communications are considered part of Thinkcatalyst™ and you will not be able to opt out of receiving them.

4. Provision of Thinkcatalyst™
You acknowledge and agree that the Company may provide Thinkcatalyst™ through one or more subsidiaries, affiliates or third parties.

5. Grant of License
Subject to the terms and conditions set out in this Agreement and solely with respect to Thinkcatalyst™, the Company grants you a personal, limited, nonexclusive, nontransferable, non-sub licensable and revocable right to use Thinkcatalyst™ as described in Thinkcatalyst™ documentation.

6. Inactive Status
In addition to the termination rights of the Company under this Agreement, with respect to Thinkcatalyst™, the Company also reserves the right to deactivate your Username if your Username has been inactive (including, without limitation, not signing into Thinkcatalyst™) for more than 90 days.

7. Prohibited Conduct
You represent and warrant that you will not violate any of the terms and conditions set forth in this
Agreement and that

(a) You agree to use Thinkcatalyst™ strictly in accordance with this Agreement and not to, and not to permit others to: (i) reverse engineer, decompile, disassembleor derive the source code of the Software; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from Thinkcatalyst™; (iii) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Thinkcatalyst™ or its affiliates, partners, suppliers or the licensors of Thinkcatalyst™; (iv) use, copy, modify, alter, or transfer, electronically or otherwise, Thinkcatalyst™, or any of the accompanying documentation, except as expressly permitted in this Agreement; (v) make Thinkcatalyst™ available over a network or other environment permitting access or use by multiple users at the same time; (vi) use Thinkcatalyst™ for any revenue generating endeavor or commercial enterprise, or for any other purpose for which it is not designed or intended; (vii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to Thinkcatalyst™, in whole or in part, whether in a stand-alone configuration or as incorporated with other software code written by any party, except as expressly permitted in this Agreement or (viii) tamper with, disable, modify or impede the proper functioning of Thinkcatalyst™, any Thinkcatalyst™ API or any network or system through which Thinkcatalyst™ may be accessed.

(b). You will not submit or transmit through Thinkcatalyst™ any material or otherwise engage in any conduct that (i) violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright publicity, or other proprietary rights; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious or contains explicit or graphic descriptions, or accounts of sexual acts; (iii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (iv) impersonates any person, business, or entity, including the Company and its employees and agents; (v) contains viruses or any other computer code, files, or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise permit the unauthorized use of a computer or computer network; (vi) encourages conduct that would constitute a criminal offense or that gives rise to civil liability; (vii) violates this Agreement, guidelines or any policy posted on the Company’s website; or (viii) interferes with the use of Thinkcatalyst™ by others. You may not use Thinkcatalyst™ in any manner that could damage, disable, overburden or impair the Company’s servers or networks or those of any network provider to which Thinkcatalyst™ may connect. You may not attempt to gain unauthorized access to any services, Thinkcatalyst™ accounts, computer systems or networks through hacking, password mining or any other means. The Company may take legal and technical remedies to prevent violation of this provision and to enforce this Agreement.

(c). You will not transfer Thinkcatalyst™ or utilize Thinkcatalyst™ in combination with third party software authored by you or others to create an integrated software program that you transfer to unrelated third parties.

(d). You may only use the proprietary information or interfaces of Thinkcatalyst™ or other intellectual property of the Company in the design, development, manufacture, licensing or distribution of permitted developer applications described in the Company’s developer documentation located at https://thinkcatalyst.ca WEBSITE ADDRESS including, without limitation, plugins, extensions and application skins, for use with Thinkcatalyst™ (“Permitted Developer Applications”). The permissible nature, functionality, and scope of Permitted Developer Applications may be extended, reduced, or otherwise revised in whole or in part by the Company in its sole discretion without prior notice.

8. Intellectual Property Rights

8.1. Rights to Thinkcatalyst™

You acknowledge and agree that Thinkcatalyst™ and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of the Company. Furthermore, you acknowledge and agree that all intellectual property rights including, without limitation, copyright in and to Thinkcatalyst™ and including all work in process during the design and development of the same, resides solely and exclusively with the Company free and clear of all encumbrances and that the source of Thinkcatalyst™ and the format, directories, queries, algorithms, structure and organization of Thinkcatalyst™are the intellectual property and proprietary and confidential information of the Company and its affiliates, licensors and suppliers. Except as expressly stated in this Agreement, you are not granted any intellectual property rights in or to Thinkcatalyst™ by implication, estoppel or other legal theory, and all rights in and to Thinkcatalyst™ not expressly granted in this License are hereby reserved and retained by the Company.

8.2. Rights to Data Access- General
The Company acknowledges that during the performance of its obligations in accordance with this Agreement it shall be required to access and use proprietary and confidential information. The Company further acknowledges that in doing so it must ensure that proprietary and confidential information is protected from unauthorized and not required access, use and disclosure. The Company shall use all reasonable means to keep proprietary and confidential information to which it has access confidential, and not to access, use or disclose the same other than for the performance of its obligations in accordance with this Agreement.

8.3. Rights in Address Book Data – General
You acknowledge and agree that the Association retains sole and exclusive ownership of any and all health service provider address book data and information that members, authorized users and other users provide to the Company under the Agreement for the purpose of using Thinkcatalyst™ (“Address Book Data”). This includes but is not limited to the following elements:
(a) health service provider / clinic name;
(b) type of provider / clinic;
(c) specialty / focus;
(d) practice interests;
(e) gender;
(f) languages spoken;
(g) mailing address and electronic address;
(h) telephone numbers and facsimile numbers; and
(i) any other information specified in the address book function.

You consent to the inclusion of any Address Book Data in the health service provider directory and call schedule feature of Thinkcatalyst™, access to which is restricted to health service providers.

8.4. User Data
Notwithstanding Address Book Data, members, authorized users and other users retain sole and exclusive ownership of all data and information that such members, authorized users and other users provide, generate, transfer or make available to the Company under the Agreement, whether printed, electronic or in some other format. This includes any health information, personal information or other such sensitive data under the control of the member, authorized user or other user.

8.5. Third Party Software

Thinkcatalyst™ may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”), including, without limitation, the license provisions provided at http://WEB ADDRESS/thirdparty/ (the “Third Party Software Licenses”). You acknowledge and agree that your right to use such Third Party Software as part of Thinkcatalyst™ is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to your use of the relevant Third Party Software. In no event, shall the Thinkcatalyst™ or components thereof be deemed to be “open source” or “publicly available” software, except as expressly set forth in the Third Party Software Licenses.

8.6. SMS MARKS

You acknowledge and agree that the company names and logos and all related product and service names, design marks and slogans are trademarks and service marks owned by and used under license from the Company and/or the Association (the “SMS Marks”). You are not authorized to use the SMS Marks in any advertising, publicity or in any other commercial manner without the prior written consent of the Company, which may be withheld for any or no reason. Requests for authorization should be made to the designated advertising contact listed on the “Contact Us” page of the Company’s website.

8.7. Infringement Acknowledgement

You and the Company acknowledge and agree that, in the event of a third party claim that your possession or use of Thinkcatalyst™ infringes any third party’s intellectual property rights, you (and not the Company or its affiliates) will be responsible for the investigation, defense, settlement and discharge of any such claim of intellectual property infringement.

9. Collection/Storage/ and Use of Information

9.1. General Privacy Statement

The Company’s privacy policies and procedures are set forth in the privacy policy of the Company located at https://watch.thinkcatalyst.ca/privacy-policy (the “Privacy Policy”). You represent that you agree to and shall comply with the Privacy Policy. The Company reserves the right to change the provisions of the Privacy Policy at any time and from time to time at its sole discretion. The Company will post any changes to the Privacy Policy at the web address set forth above and will use commercially reasonable efforts to notify you in writing of any such changes to the Privacy Policy at an email address you provide to us. Your use of Thinkcatalyst™ following the posting of and our transmission to you of notice of such changes to the Privacy Policy will constitute your acceptance of any such changes.

9.2. Consent to Collect Store/ and Use Information
Solely for the purposes of permitting the Company to provide Thinkcatalyst™ to you, you hereby authorize and consent to the collection, storage and transmission by the Company and its affiliates, partners and agents, of any health information and data in any media including, without limitation, images, audio and video files (collectively, the “Health Information”) that you elect to provide to the Company. You represent that you have the full legal authority to provide any such Health Inforamtion to the Company.

Solely for the purpose of permitting the Company (i) to provide Thinkcatalyst™ to you and (ii) to update and improve Thinkcatalyst™ , you hereby authorize and consent to the collection, storage and use, by the Company and its affiliates, partners and agents, of aggregate user information and data related to or derived from your use of Thinkcatalyst™ and any information or data (including personally identifiable information) that you elect to provide to the Company and its affiliates, partners and licensors in connection with your use of Thinkcatalyst™ (the “Information”). Without limiting the generality of the foregoing, the Information may include, without limitation, user login information (for license verification purposes and access to Thinkcatalyst™) and the following types of information and data, in an aggregate (not user level) form: usage statistics, crash reports, help requests, patterns, data and suggestions based on user actions. Notwithstanding the foregoing, in connection with your use of Thinkcatalyst™, you agree not to provide or disclose to the Company,and the Information shall not include, any information or data that is personally identifiable to you, except personally identifiable Registration Data which shall be subject to the terms of the Privacy Policy. The Company assumes no obligation to protect confidential or proprietary information that you elect to provide to the Company (other than personally identifiable information) from disclosure, and the Company will be free to reproduce, use, and distribute the Information (other than personally identifiable information) to others without restriction. The Company will also be free to use any ideas, concepts, know-how or techniques contained in the Information (other than personally identifiable information) for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Information. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any Account you use to access Thinkcatalyst™ .

10. Third Party Content and Services

10.1. General

You acknowledge that Thinkcatalyst™ may permit access to products (including plugins), services, web-sites, advertisements, promotions, recommendations, advice, information and materials created and provided by third parties (e.g., advertisers, publishers, content partners, marketing agents, vendors and other third parties) (“Third Party Content and Services”).

10.2. Disclaimer

You acknowledge that the Company does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites or communication services available through Thinkcatalyst™). Furthermore, your access to and use of the Third Party Content and Services is at your sole discretion and risk, and the Company and its affiliates, partners, suppliers and licensors shall have no liability to you arising out of or in connection with your access to and use of the Third Party Content and Services. The Company hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness or legality of the Third Party Content and Services.

10.3. Endorsements

You acknowledge and agree that the provision of access to and the listing of any Third Party Content and
Service (including any third party websites available through Thinkcatalyst™) shall not constitute or imply any endorsement by the Company or its affiliates of such Third Party Content and Services. The Companyreserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through Thinkcatalyst™, although the Companyhas no obligation to restrict or deny access even if requested by you.

10.4. Inappropriate Materials

You understand that by accessing and using the Third Party Content and Services, you may encounter information, materials and subject matter (i) that you or others may deem offensive, indecent or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears in information displayed by Thinkcatalyst™ (including, without limitation, Really Simple Syndication (RSS)), as a link or reference to objectionable material. Notwithstanding the foregoing, you agree to use the Third Party Content and Services at your sole risk and that the Companyand its affiliates, partners, suppliers and licensors shall have no liability to you for information, material or subject matter that is found to be offensive, indecent or objectionable.

11. Upgrades, Updates and Enhancements

All upgrades, updates or enhancements of Thinkcatalyst™ provided to you shall be deemed to be part of Thinkcatalyst™ and will be subject to this Agreement.

12. Termination

You may terminate this Agreement at any time by notifying the Company and immediately discontinuing all use of Thinkcatalyst™. This Agreement will terminate automatically if you breach any of its terms or conditions or any of the terms or conditions of any other agreement between you and the Company. Without limiting other remedies, the Company may limit, suspend, or terminate this Agreement and your use of Thinkcatalyst™, prohibit access to Thinkcatalyst™ and delete your Account, with immediate effect, automatically and without recourse to the courts, if the Companybelieves that you are in breach of this Agreement, creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. The Company shall effect such termination by providing notice to you to the email address you have provided, and/or by preventing your access to yourAccount.

13. Removal of Your Personal Information – UNDER NEGOTIATION – “TO EXTENT POSSIBLE”

Following termination of this Agreement, you may request that the Company remove your Information from the Company’s network, to the extent reasonably possible, by submitting a written request referencing this Section 13 to the Company by email at admin@watch.thinkcatalyst.ca (Attention: Network Administrator) or by mail at Thinkcatalyst, #1 382 Braeloch Road, Kelowna, BC , V1W 4J2 — Attention: Network Administrator. Any written request for removal of your Information pursuant to this Section 13 shall be effective when received by the Company. You acknowledge that certain Information may not be removed by the Company in connection with a request pursuant to this Section 13.

14. Disclaimer of Warranty

You acknowledge and agree that Thinkcatalyst™ is provided on an “as is” and “as available” basis, and that your use of or reliance upon Thinkcatalyst™ and any Third Party Content and Services accessed thereby is at your sole risk and discretion. The Company and its affiliates, partners, suppliers and licensors hereby disclaim any and all representations, warranties and guaranties regarding Thinkcatalyst™ and Third Party Content and Services, whether express, implied or statutory, and including, without limitation, the implied warranties of merchantability, fitness for a particular purpose , and non-infringement. Furthermore, the Company and its affiliates, partners, suppliers and licensors make no warranty that (i) Thinkcatalyst™ or Third Party Content and Services will meet your requirements; (ii) Thinkcatalyst™ or Third Party Content and Services will be uninterrupted, accurate, reliable, timely, secure or errorfree; (ill) the quality of any products, services, information or other material accessed or obtained by you through Thinkcatalyst™ will be as represented or meet your expectations; or (iv) any errors in Thinkcatalyst™ or Third Party Content and Services will be corrected. No advice or information, whether oral or written, obtained by you from the Company or from Thinkcatalyst™ shall create any representation, warranty or guaranty. Except for the support services, you acknowledge that the Company has no obligation to correct any errors or otherwise support or maintain Thinkcatalyst™.

In the event of any failure of Thinkcatalyst™ to conform to any applicable warranty, you may notify the Company, and the Company will, in its sole discretion, terminate this Agreement as your sole and exclusive remedy. The Company will have no other warranty obligation whatsoever with respect to Thinkcatalyst™ , and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be your sole responsibility.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will the Company or its affiliates, partners, partner physicians, nurses, suppliers or licensors be liable for any indirect, special, incidental, exemplary or consequential damages arising out of the use of or inability to use Thinkcatalyst™, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, The collective liability of the Company and its affiliates, partners, suppliers and licensors under any provision of this Agreement shall not exceed in the aggregate the sum of the fees (if any) you paid under this Agreement. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.

16. Indemnification

You shall indemnify, defend and hold harmless the Company and its affiliates, partners, physician partners, nurses, suppliers and licensors, and each of their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, reasonable fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) your breach of this Agreement; (ii) your violation of applicable law; (iii) your negligence or willful misconduct; (iv) any unauthorized access to or tampering with your Health Information, Information or other data, files and materials which you elect to provide to the Company where such unauthorized access or tampering is beyond the reasonable control of the Indemnified Parties or (v) your violation of the rights of a third party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. (vi) The users are individually responsible for the accuracy of the data submitted through Thinkcatalyst, and no legal or medical-legal responsibility lies with Thinkcatalyst or any of the Thinkcatalyst healthcare team members in the event of care decisions based on inaccurate patient inputted data or other medical communications. These obligations will survive any termination of the Agreement.

17. Compatibility

The Company does not warrant that Thinkcatalyst™ will be compatible or interoperable with your computer, your mobile device, your computer or mobile device’s operating system, your Internet browser software, or any other piece of hardware, software, equipment or device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your computer and your computer operating system to diminish or fail completely, and may result in permanent damage to your computer and your computer operating system, loss of the data located on your computer and corruption of the software and files located on your computer.

18. Product Claims

You acknowledge that you (not the Company) are responsible for addressing any third party claims relating to or resulting from your use or possession of Thinkcatalyst™, and agree to notify the Company of any third party claims relating to Thinkcatalyst™ of which you become aware. Furthermore, you hereby release the Company from any liability related to or resulting from your use or possession of Thinkcatalyst™.

19. Safe and Lawful Use of Thinkcatalyst™

When using Thinkcatalyst™ on a mobile device, you shall: (i) observe all traffic laws and otherwise drive safely; (ii) not use or otherwise interact with Thinkcatalyst™, unless your vehicle is stationary and legally parked; (iii) not use Thinkcatalyst™ for any illegal, unauthorized, unintended, unsafe, hazardous or unlawful purposes, or in any manner inconsistent with this Agreement; (iv) arrange all wireless devices and cables necessary for use of Thinkcatalyst™ in a secure manner in your vehicle (whether you are operating the vehicle or a passenger) so that they will not interfere with the safe operation of the vehicle and will not prevent the operation of any safety device (such as an airbag); and (v) otherwise use Thinkcatalyst™ only in circumstances and in a manner that will not endanger you or others.

20. Survival

The following sections of this Agreement and any other provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement shall survive such termination: Sections 2, 7, 8, 9, 12, 13, 14, 15, 16, 17, 18, 19, 20,21, 22, 23 and 24.

21. Legends and Notices

You agree that you will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels inThinkcatalyst™ or any accompanying documentation.

22. Software Suggestions

The Company welcomes suggestions for enhancing Thinkcatalyst™ and any accompanying documentation that may result in computer programs, reports, presentations, documents, ideas or inventions relating or useful to the Company’sbusiness. You acknowledge that all title, ownership rights and intellectual property rights concerning such suggestions shall become the exclusive property of the Company and may be used for its business purposes in its sole discretion without any payment or accounting to you.

23. Assignment

You may not assign, sublicense or transfer Thinkcatalyst™, this Agreement or any of the rights granted hereunder, except as expressly set forth in this Agreement. Any attempted assignment, sublicense, or transfer in contravention of this Section 23 shall be null and void and of no force or effect.

24. Miscellaneous

24.1. Entire Agreement

This Agreement and the Information Manager Agreement and all Schedules and agreements referenced herein comprise and constitutes the entire agreement between the parties concerning Thinkcatalyst™, and may be amended in the sole discretion of the Company, acting reasonably.

24.2. Governing Law

This Agreement, together with any disputes involving the subject matter of this Agreement, shall be governed by the laws of the Province of Alberta, Canada and the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of the Province of Alberta, Canada and you expressly consent to the exercise of personal jurisdiction in the courts of the Province of Alberta, Canada in connection with any such dispute. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded.

24.3. Severability

If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.

24.4. Waiver

A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

24.5. Third Party Beneficiaries

Nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.

APPENDIXINFORMATION MANAGER AGREEMENT

This Agreement is attached to and forms part of that certain Thinkcatalyst™ End User License Agreement to which it is attached and forms an integral part thereof binding upon the parties thereto.

You and each of the authorized users through or with you acknowledge that they are each a custodian as that term is defined in the Health Information Act, section 1(1)(f), as amended from time to time, (the “Custodians”); and,

Thinkcatalyst™ Ltd. (the “Company”) acknowledges that it is an information manager as that term is defined in the Health Information Act, section 66(1) , as amended from time to time; and,

The Company has agreed to provide the Custodians with certain services related to electronic medical records that involve processing, storing, retrieving, disposing, stripping, encoding or transforming individually identifying health information, which services, (the “Services”), are described in that certain End User License Agreement, (the “EULA”) made by the parties hereto and to which this agreement is attached; and,

In providing the Services in accordance with this Agreement, the Company may need to have access to, or may need to use, disclose, retain or dispose of health information as that term is defined in of the Health Information Act, section 1(1)(k), as amended from time to time,; and,

Pursuant to the Health Information Act, section 66(3), as amended from time to time, the Custodians must enter into an agreement with the Company in order to allow the Company to have access to or to use, disclose, retain or dispose of health information that is in the custody or under the control of the Custodians without the consent of the individuals who are the subjects of the health information, for the purposes authorized in this Agreement;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

Term

1. Pursuant to the Health Information Act, section 66(3), as amended from time to time, the Custodians must enter into an agreement with the Company in order to allow the Company to have access to or to use, disclose, retain or dispose of health information that is in the custody or under the control of the Custodians without the consent of the individuals who are the subjects of the health information, for the purposes authorized in this Agreement; [NTD: Something is not right here. This does not relate to the term.]

Services and Payment

2.0 The Company will provide the Custodians with the Services during the term of this Agreement.

2.1 The Custodians will pay the Company for satisfactory performance of the Services in accordance with the financial arrangements previously agreed upon between the parties.

Description of the Health Information Subject to this Agreement

3.0 During the term of this Agreement for the purpose of carrying out the Services, the Company, its employees, authorized subcontractors and agents may have access to all of the health information in the custody or under the control of the Custodians, (hereinafter referred to as the “Health Information”).

3.1 The recorded information held by the Company for the purposes of this Agreement is in the custody or under the control of the Custodians for the purposes of the Health Information Act.

3.2 The Company will have custody of the Health Information only to provide the Services.

Use and Disclosure of the Health Information

4.0 The Company must comply with the Health Information Act, the regulations under the Act and the terms and conditions of this Agreement with respect to the Health Information disclosed to it by the Custodians.

4.1 The Company must copy or use the Health Information only for the purpose of carrying out or providing the Services in this Agreement, unless the Custodians have authorized additional uses in writing.

4.2 The Company may disclose the Health Information to the Custodians that provided the information to the Company.

Protection and Security of the Health Information

5.0 The Company, its employees, subcontractors and agents must protect the Health Information against such risks as unauthorized access, use, disclosure, destruction or alteration.

5.1 The Company must limit access to the Health Information only to those employees, subcontractors or agents of the Company who have a need to know.

5.2 The Company, its employees, subcontractors and agents must comply with the requirements of section 60 of the Health Information Act and section 8 of the Health Information Regulation relating to the security of Health Information.

5.3 The Company, its employees, subcontractors and agents must not modify or alter the Health Information unless that is required as part of the Services and only on the written instructions of the Custodians providing the Health Information.

5.4 The Company will ensure that its employees, subcontractors and agents who may be in contact with the Health Information are informed of the need to fulfill the privacy obligations of the Health Information Act.

5.5 The Company will comply with the Custodians’ need-to-know policies and procedures for access to the Health Information and with the physical security and access controls and the information technology security and access controls that are set out in the Company’s service agreement with the Custodians.

5.6 The Company shall not transfer outside the Province of Alberta, British Columbia, or Saskatchewan physically or electronically, any Health information that is in its custody pursuant to this Agreement with the Custodians.

5.7 The Company must notify the Custodians in writing immediately if the Company or its employees, subcontractors or agents become aware that any of the conditions set out in this Agreement or in any of the Custodians’ security policies and procedures have been breached.

Retention and Disposition of the Health Information

6.0 The Company must comply with the Custodians’ requirements or policies relating to the type of media used to store the Health Information and the conditions under which the Health Information is to be managed and stored, the length of time over which the Health Information is to be retained and the methods of disposing, destroying or archiving the information, including the disposition of the Health Information at the expiration or earlier termination of this Agreement.

Requests for Access to or Correction of the Health Information under the Health Information Act

7.0 The Company must direct requests for access to or correction or amendment of the Health Information by individuals or by their authorized representatives to the Custodians who provided the Health Information.

7.1 The Company must retrieve and forward the requested Health Information to the Custodians within 4 calendar days of being notified of the request and shall comply with the Custodians’ instructions with respect to correcting or amending the Health Information.

Liability and Indemnification

8.0 The Company agrees to be fully and solely responsible for the actions of its employees, subcontractors and agents respecting their use or disclosure of the Health Information during the term of this Agreement or after the expiration or earlier termination of the Agreement.

8.1 The Company agrees to hold the Custodians harmless from any third party claims, demands or actions for which the Company is legally responsible, including those arising out of negligence, willful harm or crimes by the Company or its employees, subcontractors or agents.

8.2 The Company agrees to indemnify the Custodians for any and all costs or expenses paid or incurred by the Custodians as a result of any breach of any term of condition of this Agreement or contravention of the Health Information Act or regulations or arising out of any disclosure by the Company of the Health Information in any manner contrary to this Agreement. Such indemnification shall survive the termination of this Agreement.

8.3 The Custodians agree to be fully and solely responsible for the actions of their employees, subcontractors and agents respecting their use or disclosure of the Health Information during the term of this Agreement or after the expiration or earlier termination of the Agreement.

8.4 The Custodians agree to hold the Company harmless from any third party claims, demands or actions for which the Custodians are legally responsible, including those arising out of negligence, willful harm or crimes by the Custodians or their employees, subcontractors or agents.

8.5 The Custodians agree to indemnify the Company for any and all costs or expenses paid or incurred by the Company as a result of any breach of any term of condition of this Agreement or contravention of the Health Information Act or regulations or arising out of any disclosure by the Custodians of the Health Information in any manner contrary to this Agreement. Such indemnification shall survive the termination of this Agreement.

Termination

9.0 This Agreement may be terminated by either party prior to its completion on the same basis and under the same terms and conditions as the services agreement between the Custodians and the Company.