Master of Service Agreement

1. Definitions

In this Agreement, the following definitions shall apply:

1. "Account" means a user account/user accounts that enables a user under your organisation to access and use the Heidi Platform in accordance with this Agreement.
2. "Agreement" means the terms of this Master Service Agreement, including any addendums or schedules, and any documents incorporated by reference, as amended from time to time.
3. "Order Form" means the information set out in beginning of this Agreement, which may include the Commencement Date, Term, Fees, Scope of Services, and other relevant particulars.
4. "Business Day" means a day that is not a Saturday, Sunday, or public holiday in the relevant jurisdiction.
5. "Commencement Date" means the date of the last party executes this agreement unless otherwise specified in the Order Form on which this Services begins.
6. "Confidential Information" means all non-public, proprietary or confidential (or reasonably considered to be confidential) information disclosed by one Party to the other, whether orally, in writing, or electronically, including but not limited to business operations information, technical data, trade secrets, financial information, and user data. Confidential Information does not include information that is publicly available (other than due to a breach of this Agreement).
7. "Customer" means the Party identified in Order Form of this Agreement, who is entering into this Agreement with Heidi.
8. "Customer Data" means any data, content, or information, including Personal Information and Health Information, that is input into, captured by, or provided to the Heidi Platform by or on behalf of the Customer or its Users in the course of using the Services, including information originating from third-party data subjects or individuals (i.e., patients).
9. "Data Subjects or Individuals" means individuals whose information may be captured during consultations or conversations conducted by the Users.
10. "Downtime" means any period during which the Heidi Platform is unavailable or materially impaired, excluding scheduled maintenance, Force Majeure Events, interruptions outside Heidi's reasonable control, or outages of Third Party connections or utilities.
11. "Effective Date" means, with respect to the Service, the earlier of the last date this Agreement is executed or the first date of Customer's access or use of the Services in any manner, as applicable.
12. "Force Majeure Event" means any act, event, omission or accident beyond a party's reasonable control, including but not limited to acts of God, pandemics, epidemics, war, riot, civil commotion, government orders, failure of telecommunications or utilities, or natural disasters.
13. "Heidi" means Heidi Health Trading Pty Ltd ABN (84 649 783 871) located at Level 6, 71 Gipps St Collingwood VIC 3066, including its affiliates, directors, employees and agents. We are related to Oscer Enterprises Pty Limited (Incorporated in Australia), Heidi Health Ltd (Incorporated in the United Kingdom), Heidi Health Canada Inc (Incorporated in the Province of Ontario, Canada) and Heidi Health Corp (Incorporated in the State of Delaware, United States).
14. "Heidi Content" means all content, tools, materials, documentation, text, software, and data made available via the Heidi Platform, whether developed by Heidi or licensed from third parties' materials made available through the Heidi Platform, including text, graphics, logos, software, and documentation, whether owned by Heidi or licensed from third parties.
15. "Heidi Platform" or "Platform" means the digital software platform operated by Heidi and made available to the Customer under this Agreement, including its software interface, features, infrastructure, integrations, and all related tools and functionalities made available to the Customer, including any related tools, features, and content which are available through web portals, browser extensions, and mobile/desktop applications.
16. "Heidi Services" or "Services" means the generally available products and services, and any generally available improvements, enhancements, and modifications thereto subscribed to by Customer under an Order Form and made available to Customer by Heidi Health. For the avoidance of doubt, hardware products are governed by Schedule 3 and are not Heidi Services for the purposes of this Agreement.
17. "Integration Services" means services provided by Heidi to integrate the Platform with the Customer's existing practice management where applicable, EHR (Electronic Health Record) system, or other third-party systems. This includes configuration, testing, and support, as set out in the Order Form.
18. "Intellectual Property Rights" means all existing and future intellectual and industrial property rights including, without limitation, patents, trademarks, copyrights, trade secrets, designs, and moral rights, whether registered or unregistered means all intellectual property rights, including but not limited to copyright, patents, trademarks, trade secrets, know-how, and moral rights, whether registered or unregistered.
19. "Key Requirements" means critical deliverables, outcomes, milestones, or functional capabilities specified in the Schedules of this Agreement that must be met to support the Customer's successful use of the Services.
20. "Laws" means any local, state, or national law, treaties and/or regulations applicable to a respective party.
21. "Material Breach" means a substantial failure to perform or comply with a material obligation under this Agreement, which is not remedied within a reasonable period (thirty (30) days, unless otherwise agreed in writing) after the non-breaching party provides written notice of the breach.
22. "Pilot Period" means the optional initial trial period during which the Customer may access the Services at no cost for the purpose of evaluation.
23. "Privacy Policy" means Heidi's Privacy Policy (available at https://www.heidihealth.com/legal/privacy-policy), as amended from time to time.
24. "Related Services" means any additional services provided by Heidi in connection with the Platform, including but not limited to integration, support, and customisations.
25. "Scope of Services" means the mutually agreed services, deliverables, milestones, and implementation activities described in the overview of this Agreement or otherwise documented in writing by the parties.
26. "Seats" means the User Accounts licensed under this Agreement to access the Heidi Platform, as specified in this Agreement. Seats are non-transferable without Heidi's prior written approval.
27. "Subscription" means the entire Services you are entitled to on Heidi's Platform.
28. "Term" means the term of each subscription to the Service as specified in the applicable Order Form.
29. "Third Party Functionality" includes any software, services, APIs, integrations, service or content service, or content provided by Third Parties and made available as part of or in connection with the Platform, which may be subject to additional Third Party terms.
30. "Usage Policy" means Heidi's Usage Policy governing access to and use of the Platform (available at https://www.heidihealth.com/au/legal/scribe-usage-policy), as amended from time to time.
31. "User" means an individual who is authorised by the Customer to access and use the Heidi Platform using a registered Account and for whom a subscription to the Services has been procured. Users may include, for example, Customer's employed clinicians, healthcare providers, nurses, and administrators. For clarity, Users as used in this Agreement only acquire a right to use the Service via a subscription procured under an Order Form and as authorised by Customer, and the quantity of Users licensed to use the Heidi Platform and Services in an Order Form must be in accordance with the terms set forth in such Order Form.

2. Accounts and Registration

1. Accounts. To access and use the Services, each individual authorised by Customer and allocated a User Seat must register for and maintain a unique user account on the Heidi Platform (an Account). Customer acknowledges and agrees that all Users must comply with this Agreement and any applicable usage policies referenced herein, and Customer is responsible for Users' compliance with the same.
2. Registration Process. As part of registering for, and activating, a User Account, Users will need to provide us with information, including personal information. This information may include, but is not limited to, their full name, specialty, and contact details (such as the contact email and phone number). Heidi will use and disclose this information only for the purposes of operating our Heidi Platform, and as otherwise described in our Privacy Policy.
3. Account Security. When Users register and activate their Users Accounts, they can choose their username and password. The Users are responsible for keeping the username and password secure and are responsible for all use and activity carried out on their Users Accounts with Heidi.

3. Services

1. Access to Heidi's Services. Subject to the Terms of this Agreement, and Customer paying all amounts owed under it, Heidi shall grant Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right for its Users (as defined below) to access and use the Heidi Platform. Customers are also bound by any further restrictions set forth in the Order Form or Schedule(s). All rights not expressly granted to Customer herein are reserved by Heidi and its licensors or other providers. "Customer User" means any employee, contractor, clinician, general practitioner, healthcare specialist, or other individual authorised by the Customer to access or use the Heidi Platform on the Customer's behalf.
2. Customer Cooperation. Customer shall (and shall cause each Customer User to): (a) reasonably cooperate with Heidi in all matters relating to the Heidi Platform and (b) respond promptly to any Heidi request and provide the applicable information and documentation reasonably necessary for the provision of the Heidi Platform and ensure such information and documentation are complete and accurate in all material respects.

4. Fees and Payments

1. Services Fees. Customer shall pay all fees for the Services through Heidi as set forth in the Order Form. All pricing terms under this Agreement are confidential. And Customer shall not disclose such Terms to any Third Party without Heidi's prior written consent.
2. Taxes. All amounts due under this Agreement are non-cancellable, non-refundable, and exclusive of all sales, uses, excise, service, value added, or other taxes, duties and charges of any kind. Customer is responsible for taxes arising out of the use of the Heidi Platform, which may be invoiced by Heidi from time-to-time.
3. Payment Method. All payments due under this Agreement shall be made via the payment method nominated by Heidi. Invoices are payable within fourteen days of the invoice date (Net 14), unless otherwise specified in the Order Form.
4. Additional and Reduced User Seats. Customer acknowledges that an Admin User may add or remove User Seats during the applicable subscription term. Any additional User Seats will be billed on a pro-rata basis from the date of activation through the end of the then-current billing period, and the updated number of User Seats will be reflected in the next billing cycle. No separate or amended Order Form is required for such incremental additions. Fees paid for User Seats are non-refundable, and no credits or refunds will be issued for removed or unused User Seats.
5. No Continuity. The pricing and subscription terms set out in this Agreement apply only for the term of this Agreement. Upon its expiry or termination, any continued access to Heidi by your users will be subject to Heidi's then-current standard pricing and terms. Heidi is not required to maintain or extend the terms of this Agreement to any users beyond its term.

5. Security and Data Privacy

1. Information Security. Heidi Health shall maintain reasonable physical, technical and organisational safeguards for Customer Data in Heidi's possession or control and the security of Heidi's information management system, materially consistent with industry standards. Heidi shall comply with data privacy and security laws applicable to its performance under this Agreement.
2. Privacy Obligations. Each Party must, in the performance of these Terms, comply with all applicable privacy and data protection laws and regulations in respect of any Personal Information. The Parties may enter into a separate Data Processing Agreement to govern the processing of Personal Information in connection with these Terms.
3. Consent. Without limiting Section 5.2, Customer and its Users must ensure that at all times they hold all necessary authorizations or current consents from individuals (including patients) to disclose their Personal Information to Heidi, so to enable Heidi to collect, process and store personal information for the purpose of operating the Heidi Platform and delivering the Services.
4. Data Breach. In the event Heidi becomes aware of a Data Breach affecting Customer Data, Heidi shall notify the Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware of a confirmed Data Breach. Where all relevant information is not available at the time of the initial notification, Heidi Health may provide information in phases as it becomes available. The Customer shall reasonably cooperate with Heidi Health in investigating, containing and remediating any Personal Data Breach.
5. Personal Information Collection Notice. Heidi may collect, process, store Personal Information about the Users and the Personal Information raised in clinical consultation about any patient in order to provide the Users with the core functionalities under Heidi's services and for purposes otherwise set out in our Privacy Policy at https://www.heidihealth.com/legal/privacy-policy. By providing Personal Information to Heidi, the Customer consents to the collection, use, processing and storage, of that information as described in this Agreement and the Privacy Policy. The Customer acknowledges that Heidi Platform relies on the provision of this information in order for Heidi to provide the Heidi Platform and deliver the Services to the Customer.
6. Notwithstanding the above, Heidi Health leverages de-identification and pseudonymisation techniques to process data that may contain any personal identifiable information before processing and storage, including any personal health information or sensitive data, that is made available to Heidi during the use of Heidi's Services. This de-identified information is limited for the following purpose: to enable relevant functionality of Heidi Platform for the Users, for example, storing your sessions transcripts and notes for later review and downstream tasks. Heidi Health will take reasonable steps to ensure that the de-identified information, cannot be reverse-engineered, re-identified, or linked back to the individuals, or to any patients by third parties.

6. Use of Heidi

1. General Restrictions. The Customer must, and must ensure that its Users:
   1. comply with all applicable laws, regulations, and professional obligations in connection with the use of the Heidi Platform and any Related Services;
   2. where required by applicable law, obtain all necessary consents from patients and other individuals before using the Heidi Platform to capture, process, or share their personal or sensitive information;
   3. cooperate with and comply with all reasonable directions from Heidi in relation to the Customer's use of the Heidi Platform;
   4. adhere to Heidi's Usage Policy, as updated and notified to the Customer from time to time; and
   5. notify Heidi promptly upon becoming aware of any actual or suspected defect, security vulnerability, or unauthorised access relating to the Heidi Platform or any Related Services.
2. Prohibitions. Except as otherwise expressly permitted under this Agreement or required by applicable law, the Customer must not, and must ensure that its Users do not:
   1. distribute, sublicence, sell, resell, or otherwise transfer all or any part of the Heidi Services or access to the Heidi Platform to any third party;
   2. attempt to disassemble, decompile, reverse engineer, or otherwise derive the source code, underlying algorithms, or data models of the Heidi Platform, except to the extent expressly permitted by applicable law that cannot be excluded by agreement;
   3. alter, customise, modify, or create derivative works of the Heidi Platform or any Heidi Content;
   4. remove, obscure, or alter any proprietary, copyright, trademark, or other intellectual property notices on or within the Heidi Platform;
   5. use the Heidi Platform in any manner that could damage, disable, overburden, or impair its operation, or interfere with any other party's use of the Heidi Platform;
   6. introduce any virus, malware, or other harmful code to the Heidi Platform, or knowingly expose the Heidi Platform or any Customer Data to reasonably avoidable security risks;
   7. use the Heidi Platform to store, transmit, or process any data that is knowingly inaccurate, misleading, or unlawful;
   8. access or use the Heidi Platform in excess of the number of Seats or beyond the scope of the Subscription specified in the Order Form;
   9. use any automated means (including bots, scrapers, or scripts) to access the Heidi Platform, except through APIs expressly made available by Heidi for that purpose;

7. Intellectual Property

1. Ownership. Customer acknowledges and agrees that as between Heidi and the Customer, all right, title, and interest in and to the Heidi Platform (including any software, products, processes, algorithms, user interfaces, know-how, techniques, data, information, text, images, designs, logos, compilations, tangible or intangible technical material or information, and other content made available through the Heidi Platform, other than Customer Data (as defined below), any related documentation, and all improvements and derivatives of the foregoing (including all trade secrets and other intellectual property and proprietary rights embodied therein or associated therewith) (collectively, "Heidi Technology") are and shall remain owned by Heidi or its licensors or other providers, and this Agreement in no way conveys any right, title, or interest in the Heidi Technology other than a limited right to use the Heidi Platform in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names, or logos.
2. Feedback. Customer, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information relating to the Heidi Platform to Heidi ("Feedback"). You agree that Heidi may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided the Customer shall not be identified in connection with any such Feedback without Customer's written consent in its sole discretion.
3. Customer Data. Customer acknowledges and agrees that as between Heidi and the Customer, the Customer shall retain all of its right, title, and interest in and to the Customer Data, and this Agreement in no way conveys to Heidi any additional rights in the Customer Data other than the limited right to use the Customer Data as provided herein. Customer hereby grants to Heidi a limited, non-exclusive, royalty-free right to use, process, display, transmit, and distribute Customer Data to provide the Heidi Platform to Customer and perform its obligations and exercise its rights under this Agreement. The content of Customer Data shall be Customer's sole responsibility. Heidi may process, use, retain, and share data related to Customer's and/or its Users' access, use, and interaction with the Heidi Platform and its features ("Usage Data") for Heidi's legitimate business purposes, including, but not limited to, testing, security, troubleshooting, developing, creating, and operating the Heidi Platform in Heidi's discretion.

8. Confidential Information

1. Confidentiality. Each Party (as "Receiving Party") hereto acknowledges that the Confidential Information of the disclosing party ("Disclosing Party") constitutes valuable confidential and proprietary information. Each party must not disclose any content or any information of a confidential nature communicated by the Disclosing Party, or otherwise learnt, accessed or generated by the Receiving Party as a result of entering into the terms of this Agreement or using the Heidi Platform, Heidi Content or receiving Related Services (Confidential Information), except a) to such party's personnel who have a need to know; b) if the disclosure is required by law; or c) if the recipient of the Confidential Information has independently obtained such information from a Third Party (other than via a breach of confidence). For the avoidance of doubt, information which is in the public domain (other than as a result of a breach of confidence) will not constitute Confidential Information.
2. Obligation. Each party agrees to maintain the confidentiality of Confidential Information during the Term and for two (2) years following termination or expiration of this Agreement. Each party shall take all reasonable steps to protect Confidential Information from unauthorised access, use, or disclosure, which shall include, but not be limited to, the steps that the party takes to protect its own proprietary and confidential information. In the event of a breach of confidentiality, the breaching party shall immediately notify the non-breaching party and take all necessary actions to remedy the breach.

9. Limitations

1. Technical requirements. Customer acknowledges that they are responsible for ensuring that its information technology and other systems are able to work in conjunction with the system standards set forth by Heidi.
2. No professional medical or healthcare advice. The Customer agrees that the Heidi Platform, Heidi Content, and the Services are intended solely to support clinical administrative workflows and do not constitute medical or healthcare advice. All clinical decisions, including diagnosis, treatment, and patient care, remain the sole responsibility of qualified medical professionals. Users must not represent or rely on the Heidi Platform or Heidi Content as a source of clinical judgment, treatment recommendations, or medication guidance without independent professional assessment. Heidi makes no representations or warranties regarding any clinical actions taken based on Heidi Content and disclaims all liability for any resulting harm or damages.

10. Pilot of Heidi Services

1. Duration. Heidi may invite the Customer to assess Heidi Platform, typically reserved for enterprise customers, at no cost for a limited period ("Pilot Period"). Participation is voluntary and at the Customer's discretion. The duration of the Pilot Period is to be agreed upon by both Parties.
2. Evaluation. At the conclusion of the Pilot Period, the Customer may elect to either continue using the Services or terminate this Agreement. If the Customer elects to continue, it will be deemed to have accepted the evaluation criteria and outcomes as communicated by Heidi.
3. Continuation of Service. Should the Customer choose to continue following the Pilot Period, this Agreement shall remain in effect, subject to any amendments or updated terms as notified by Heidi or as mutually agreed in writing.
4. Cancellation. The Customer may cancel this Agreement at the end of the Pilot Period without charge or penalty by providing written notice to Heidi.

11. Term and Termination

1. Terms of Services. This Agreement commences on the Effective Date and continues until terminated or expired in accordance with its Terms. If this Agreement is executed after the Date as specified in the Order Form, the parties agree that the terms of this Agreement will have retrospective application on the parties from that Effective Date. The initial subscription term for access to the Heidi Platform, along with any renewal terms, is as set out in the Order Form. The initial term and any renewal terms together constitute the Term. Unless the Order Form expressly states that this Agreement will not automatically renew, upon expiration of the initial term or any renewal term, this Agreement will automatically renew for successive periods equal to the then-current term, unless either party provides the other with written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The Term may also be extended by written agreement between the Parties. Any pricing discounts, promotional rates, free trial periods, or other concessions applied to the initial term are non-recurring and will not carry over to any renewal term unless expressly agreed upon in writing by both parties prior to the commencement of the relevant renewal term.
2. Termination for Breach. Either Party may terminate this Agreement in the event the other Party materially breaches these terms and does not cure such breach within thirty (30) days of receipt of the breach notice.
3. Termination for Insolvency. Either Party may terminate this Agreement immediately if a party become the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
4. Other Terminations. Heidi may terminate this Agreement, or suspend or terminate Customer's and its Users' access to the Heidi Platform under any or all Subscriptions, at any time in its sole discretion, with or without notice, if: (a) Customer has any past-due invoices or payments and fails to cure such non-payment within twenty-one (21) days of written notice; or (b) Heidi has a good-faith belief that Customer's or any of its Users' access to or use of the Heidi Platform violates any applicable law or regulation.In the event of termination, except as expressly provided in this Agreement or as required by applicable law, Heidi will not refund any fees or other amounts previously paid by Customer.
5. Effect of Termination. Upon termination or expiry of this Agreement:

12. Indemnity

1. Heidi Indemnification. Heidi shall defend, indemnify, and hold harmless Customer and its directors, officers, employees, and agents from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") to the extent based on any claim that Customer or its Users' authorised use of the Heidi Platform infringes or misappropriates a third party's intellectual property rights.
2. Customer Indemnification. Customer must at all times indemnify and hold harmless Heidi and its shareholders, directors, officers, employees, and agents from and against any and all Claims arising out of or relating to (a) Customer's or any User's use of the Heidi Platform in violation of this Agreement or applicable law or (b) any claim made by a patient in relation to any act or omission of Customer, except to the extent the Claims are attributable to the unlawful, or wilful misconduct of Heidi or its related bodies corporate.
3. Exclusion. Heidi's obligations in Section 12.1 above shall not apply to any Claim to the extent arising out of or relating to: (a) misuse of the Heidi Platform, (b) any modification or alteration of the Heidi Platform not created or approved in writing by Heidi, (c) any combination of the Heidi Platform with any computer, software, service, or anything else not provided by Heidi, but only to the extent such Claim would not have arisen but for such combination, or (d) Heidi's compliance with specifications or other requirements of Customer.If the Heidi Platform is or may be subject to a claim of infringement of third party's intellectual property rights, Heidi may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the Heidi Platform as contemplated herein, (ii) replace or modify the Heidi Platform so that it becomes non-infringing without substantially compromising its principal functions, or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer any prepaid fees for the Heidi Platform associated with the then-terminated Subscription Term. Heidi's obligations in this Section are Heidi's sole obligations, and Customer's sole remedies, in the event of any infringement of intellectual property rights by or related to the Heidi Platform.

13. Limitation of Liability, Exclusions, and Disclaimer

1. Disclaimer of AI Usage. The Heidi Platform incorporates artificial intelligence and machine learning technologies. While Heidi strives to ensure the accuracy, reliability, and safety of the platform and its outputs, due to the probabilistic nature of such technologies, the Heidi Content may at times be inaccurate, incomplete, or contextually inappropriate. Despite ongoing efforts to improve the platform, it remains the User's responsibility to assess the accuracy and appropriateness of any Heidi Content. Users should independently review and validate any output before relying on it or using it further, particularly in clinical or operational contexts. Heidi does not guarantee that the platform will be error-free or that errors will not occur beyond its reasonable control. Accordingly, Heidi makes no representations or warranties, express or implied, as to the accuracy, completeness, suitability, or applicability of any Heidi Content or related outputs.
2. Disclaimer of Indirect Damages. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE, SAVINGS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE HEIDI PLATFORM, BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES SUFFERED:
   1. due to the Customer's use of the Heidi Platform, the Related Services, and/or the information or materials contained on or made available through the Heidi Platform (including Heidi Content);
   2. as a result of the inaccessibility of the Heidi Platform, Heidi Content, or the Related Services (including any loss, corruption, or destruction of the Customer's material that is not attributable to Heidi);
   3. due to communications, performance, security, or data corruption problems, disconnection of transmission services, or failures or delays in transmission of the Heidi Platform or the Related Services connected with telecommunication services and other means of transmission provided by third parties; and/or
   4. in connection with any interference with or damage to the Customer's computer systems occurring in connection with the use of the Heidi Platform or a linked site.
3. NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY CONSUMER RIGHTS THAT CANNOT BE WAIVED OR LIMITED UNDER APPLICABLE LAW.
4. Heidi Platform Provided "As Is". EXCEPT AS PROVIDED IN THESE TERMS, CUSTOMER UNDERSTANDS AND AGREE THAT THE HEIDI CONTENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED "AS IS" AND HEIDI HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

14. Jurisdiction and Dispute Resolution

1. Jurisdiction and Governing Law. This Agreement will be governed by and construed in accordance with the laws of the jurisdiction specified in the Order Form, without regard to any conflict of laws provisions. The parties consent to the exclusive jurisdiction and venue of the courts of that jurisdiction.
2. Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the parties shall endeavour to resolve the matter through good faith negotiations. If a dispute cannot be resolved informally, either party may seek further resolution in accordance with the governing law provision.

15. General

1. Modifications/Supplemental Term; Other Offerings. The Heidi Platform may be modified and evolve over time or new offerings may be added by Heidi. Heidi will use commercially reasonable efforts to identify material changes through documentation on Heidi's website, the Heidi Platform, or through other electronic means such as newsletters. Heidi may offer certain changes, improvements, or new features, functionality, or offerings that may be subject to additional fees and expenses and supplemental terms and conditions, which Heidi will post on its website or the Heidi Platform and will be incorporated by reference into this Agreement. If Customer objects to such supplemental terms and conditions, Customer will have no right to access or use the new improvements, features, or functions.
2. Relationship of Parties. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent.
3. Force Majeure. If Heidi is partially or wholly precluded from complying with our obligations under the terms of this Agreement by any event, matter or circumstance that is beyond our reasonable control, then Heidi's obligation to perform will be suspended for the duration of the delay arising out of that event, matter or circumstance and Heidi will not be liable for failure to perform our obligations. The Parties will use reasonable efforts to mitigate the effects of such Force Majeure Events.
4. Entire Agreement. The Agreement constitute the entire agreement between the Parties relating to the subject matter of the terms under this Agreement and supersedes and cancels any previous agreement, understanding or arrangement whether written or oral.
5. Severability. If any part or provision of the terms in this Agreement are invalid, unenforceable or in conflict with the Law, the invalid or unenforceable part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of the part or provision. The remainder of the terms will be binding on the parties.
6. Injunctive Relief. Each Party acknowledges that its violation of any intellectual property rights or confidentiality obligations herein (including any limitations or restrictions on use of the Heidi Technology) will cause substantial harm to the other Party that cannot be remedied by monetary damages. Accordingly, the harmed Party shall be entitled to seek injunctive relief or other equitable relief, for any such breach, without a requirement to post bond, in any court of competent jurisdiction.

Schedule 1: SaaS Products (Scribe, Comms, Evidence)

This Schedule contains additional terms specific to particular Heidi Services. To the extent of any inconsistency between this Schedule and the General Terms, this Schedule takes precedence. In the event of any inconsistency between this Schedule and the Order Form, the terms in the Order Form take precedence.

Schedule 1A: Heidi Scribe

1. Product Description. Heidi Scribe is a medical scribe platform which facilitates clinicians' delivery of healthcare services by transcribing and filtering patient encounters and preparing customisable formatted progress notes, as well as diverse documentation generation and additional support functions. Heidi Scribe is licensed on a per-Seat basis. The number of Seats and associated Fees are set out in the Order Form.
2. Licensing. Heidi Scribe is licensed to the Customer as specified in the Order Form.

Schedule 1B: Heidi Comms

1. Product Description. Heidi Comms is an AI-powered patient communication system that enables real-time voice-to-voice interactions between patients and Heidi's AI agent over the phone. The system handles both inbound and outbound calls, allowing healthcare practices to delegate routine patient communications to an AI agent that operates within configured goals, guardrails, and available tools.
2. Licensing. Heidi Comms is licensed to the Customer as specified in the Order Form.
3. Implementation and Go-Live. Heidi will configure the AI agent per the Customer's requirements and submit it to the Customer for testing. The Go-Live Date, and commencement of billing, will be the earlier of:
   1. the Customer's written approval; or
   2. 14 days from submission.
      Change requests requiring additional implementation time will adjust the Go-Live Date accordingly. All other delays in the Customer's review will not delay the Go-Live Date.
4. Permitted Use. The Customer must use Heidi Comms strictly in accordance with the Terms of Use, Usage Policy, and any product documentation and guidance provided by Heidi during onboarding and implementation (collectively, the "Intended Use"). The Customer must not use Heidi Comms for any purpose outside the Intended Use.
5. Customer Onboarding Obligations. The Customer must ensure that all Authorised Users are trained on the Intended Use before accessing Heidi Comms, and must comply with all onboarding instructions and configuration recommendations provided by Heidi's implementation team. The Customer must promptly notify Heidi if it becomes aware of any use outside the Intended Use.
6. Non-Compliant Use. If Heidi reasonably determines that the Customer is using Heidi Comms outside the Intended Use, Heidi may issue a written notice requiring the Customer to cease that use within 5 Business Days. If the Customer fails to do so, Heidi may suspend access to the affected functionality or terminate this Agreement for cause. Heidi bears no liability for any loss, damage, or adverse outcome arising from the Customer's use of Heidi Comms outside the Intended Use, and the Customer indemnifies Heidi against any claims arising from such non-compliant use.
7. EHR Integration Services. Where the Customer nominates an EHR system for integration, Heidi will assess whether direct integration is available or whether a partnership with the Customer's EHR vendor is required.

Schedule 1C: Heidi Evidence

1. Product Description.
   1. Heidi Evidence is an AI-powered clinical research product that enables clinicians to query medical literature, guidelines, and other curated clinical sources directly within the Heidi platform. Evidence surfaces relevant, credible references and inline citations to support clinical research and information retrieval. Evidence Pro adds Source Control functionality, allowing users to prioritise or restrict specific journals, publishers, or content providers as sources.
   2. Evidence is available in two modes depending on the Customer's jurisdiction:
      1. In-Session Evidence. Queries made within the context of an active patient session, which may incorporate session-related context; and
      2. Out-of-Session Evidence. Queries made independently of any patient session, without patient-specific context.
   3. Availability of each mode is determined by Heidi based on applicable regulatory and privacy requirements in the Customer's jurisdiction. Customers will be notified at onboarding which mode(s) are available to them.
2. Licensing. Heidi Evidence is licensed to the Customer as specified in the Order Form. Evidence Pro features, including Source Control, are available only under an Evidence Pro subscription.
3. Permitted Use. The Customer must use Heidi Evidence strictly in accordance with the Terms of Use, Usage Policy, and any product documentation and guidance provided by Heidi during onboarding and implementation (collectively, the "Intended Use"). The Customer must not use Heidi Evidence for any purpose outside the Intended Use.
   1. Jurisdictional Restrictions — Out-of-Session Only. In jurisdictions where only Out-of-Session Evidence is available (including, as of the date of this Agreement, the United Kingdom and the European Union), Authorised Users must not input any protected health information or personally identifiable patient information into Evidence queries. Outputs generated in Out-of-Session Evidence are not linked to patient sessions and must not be treated as patient-specific clinical advice. The Customer is responsible for ensuring all Authorised Users are aware of and comply with the applicable jurisdictional restrictions for their region.

Schedule 2: Service Level Agreement

This Service Level Agreement applies solely to the Heidi Platform and software services.

1. Service Levels. Heidi will use commercially reasonable efforts to make the Heidi Platform operational and available to the Customer 24 hours per day, 7 days per week, with a monthly uptime commitment of at least 99.9% (the "Availability Commitment"), excluding scheduled maintenance, upgrades and third-party system interruptions. Heidi will provide reasonable advance notice for any scheduled maintenance or upgrades.
2. Downtime. Customer acknowledges that from time-to-time the Heidi Platform may be inaccessible or inoperable for various reasons, including: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which Heidi may undertake from time-to-time, or (c) causes beyond the reasonable control of Heidi, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures (collectively, "Downtime"). Heidi shall use commercially reasonable efforts to minimise any disruption, inaccessibility, and/or inoperability of the Heidi Platform in connection with Downtime, whether scheduled or not.
3. Service Level Exclusions. This Service Level Agreement and the Availability Commitment do not apply to any performance or availability issues: (a) outside of Heidi's reasonable control, (b) that result from Customer's or a third party's hardware or software, (c) the result from actions or inactions of Customer or a third party, (d) that occur during any beta or trial services.
4. Service Credits. If Heidi fails to meet the Availability Commitment in a given calendar month, the Customer may be eligible for a service credit in the form of a discount of up to twenty percent (20%) of the monthly/quarterly fees for the affected month. Service credits are the sole and exclusive remedy for any failure by Heidi to meet the Availability Commitment.
5. Support Services. Except agreed in writing otherwise, Heidi provides support via email, service desk system and other relevant methods where applicable during Heidi's normal business hours on Monday–Friday from 8:00 AM – 6:00 PM AEST Time. To request support services, Customer's designated administrator or applicable User shall contact Heidi at the following email address: support@heidihealth.com
6. Support Matrix. Service support shall only include assistance with issues which are exclusively due to an error with Heidi's services (i.e., a failure of the service to conform to the performance specifications provided by Heidi). Any support outside the scope of service support shall be provided by Heidi on a time and materials basis. Response times depend on the type of issues and Heidi will use commercially reasonable efforts to respond to a support service request within the following timelines:

7. Service Modifications. Heidi may modify or supplement this Service Level Agreement consistent with how Heidi treats its other Customer and will endeavour to provide Customer notice of such modifications. If, in good faith, Customer has reasonable concerns of such modification, to the extent the modification is a material change and degrades Customer's rights under this Service Level Agreement, Customer may reject such modification, and this Service Level Agreement shall remain unchanged.