This End User License Agreement (the “Agreement”) is entered into by and between Caroo, Inc. d/b/a Knowwn Health (“Knowwn Health”) and the customer identified in an applicable Order Form (“Customer”). This Agreement governs Customer’s access to and use of the Knowwn Health platform and related services (collectively, the “Services”).

1. Order Forms

Customer may purchase access to the Services through one or more order forms executed by the parties (each, an “Order Form”). Each Order Form entered into under this Agreement will be governed by its terms. The applicable Order Form will contain the customer-specific commercial terms, including the Services purchased, employee scope, subscription term, pricing, invoicing cadence, payment terms, gift and shipping charges, and any special pricing or other commercial terms.

If an Order Form conflicts with this Agreement, the Order Form will control solely with respect to the specific commercial terms and Services covered by that Order Form.

2. Access to and Use of the Services

Subject to Customer’s compliance with this Agreement and the applicable Order Form, Knowwn Health grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer’s internal business purposes.

Customer may permit its authorized employees, administrators, managers, and contractors (“Authorized Users”) to access the Services on its behalf. Customer is responsible for its Authorized Users’ compliance with this Agreement and for activity occurring through Customer accounts.

Knowwn Health may provide updates, enhancements, new functionality, maintenance, and support from time to time. Knowwn Health may modify the Services so long as it does not materially reduce the overall functionality purchased by Customer during the applicable subscription term.

3. Use Restrictions

Except to the extent expressly permitted by this Agreement or required by applicable law, Customer will not, and will not permit any third party to:

• copy, reproduce, distribute, sell, resell, rent, lease, sublicense, or commercially exploit the Services except as expressly permitted by Knowwn Health;
• modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to discover source code, underlying ideas, or algorithms of the Services, except where such restriction is prohibited by law;
• remove or obscure copyright, trademark, or other proprietary notices;
• circumvent or interfere with security, access-control, or authentication features;
• use the Services to develop or provide a competing product, service bureau, time-sharing, hosting, or similar service; or
• use the Services to transmit unlawful, infringing, malicious, or harmful material or otherwise violate applicable law or third-party rights.

4. Customer Responsibilities

Customer will reasonably cooperate with Knowwn Health in connection with use of the Services and is responsible for providing accurate information, maintaining appropriate permissions for data submitted to the Services, designating authorized administrators, and using the Services in accordance with applicable law and Customer’s internal policies.

Customer is responsible for determining which employees or other individuals are eligible to participate in its recognition programs and for the accuracy of information provided to Knowwn Health for those programs.

5. Intellectual Property

This Section 5 governs the relationship between Knowwn and individual Care Professionals who hold personal accounts on the Platform.

Personal Account. A Care Professional may hold a personal Knowwn account. That account is owned by the Care Professional, not by any Customer.

Profile Ownership and Portability. Care Professionals own their Profile and the data within it. A Care Professional's account remains active even after the Care Professional leaves a Customer, provided the Care Professional retains their credentials and continues to comply with these Terms. When the employment relationship between a Care Professional and a Customer ends, the Care Professional retains continuous access and will need to revoke access for the Customer.

Care Professional Responsibilities. Care Professionals agree to (a) provide accurate information when completing the Knowwn Charted assessment, (b) maintain the security and confidentiality of their account credentials, (c) use the Platform in compliance with applicable law, and (d) respect the visibility preferences of other Care Professionals connected to them on the Platform.

Visibility Preferences. Care Professionals can manage who among their Platform connections can see their Profile. Knowwn surfaces these settings within the Platform. Specific mechanics may evolve as the product develops; current behavior is described within the Platform itself.

Recognition Acceptance. When a Care Professional is designated as a Recipient, they may, where applicable, update their delivery address, alter the contents of certain recognition (Recipient Choice), or be issued the value as a Digital Gift Card in lieu of a physical item. Specific behaviors are governed by Section 6.

6. Confidentiality

Each party may receive non-public business, technical, financial, customer, employee, or other confidential information from the other party (“Confidential Information”). The receiving party will use reasonable care to protect Confidential Information, will use it only as necessary to perform under this Agreement, and will disclose it only to personnel and service providers who have a need to know and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate is publicly available through no breach of this Agreement, was lawfully known without restriction before disclosure, is independently developed without use of the other party’s Confidential Information, or is lawfully received from a third party without confidentiality obligations. A party may disclose Confidential Information when required by law, provided it gives notice when legally permitted.

7. Privacy and Data

Customer retains ownership of Customer-provided data. Customer authorizes Knowwn Health to collect, host, use, process, and disclose such data as reasonably necessary to provide, secure, support, and improve the Services and to comply with applicable law. Knowwn Health’s handling of personal information is also subject to its applicable Privacy Policy and, where appropriate, a separately executed data processing addendum.

Unless the parties expressly agree otherwise in writing and execute any additional agreement required by applicable law, Customer will not provide Knowwn Health with protected health information (“PHI”) or patient medical records. The Services are not intended to serve as a repository for clinical or patient-care records.

Knowwn Health may use aggregated or de-identified information that does not identify Customer or an individual to operate, analyze, secure, and improve the Services.

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8. Third-Party Services and Fulfillment

Knowwn Health may use third-party service providers in connection with hosting, integrations, payment processing, gifting, gift cards, product fulfillment, shipping, analytics, and other aspects of the Services. Product availability, redemption, shipping, and delivery may be affected by third-party providers, carriers, recipient actions, inventory, or events outside Knowwn Health’s reasonable control.

Knowwn Health will use commercially reasonable efforts to address material fulfillment issues within its control. Any customer-specific gift, shipping, fulfillment, or recognition-spend terms will be stated in the applicable Order Form.

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9. Term, Suspension, and Termination

This Agreement begins when executed by the parties and remains in effect while any Order Form is active, unless earlier terminated in accordance with this Agreement. The subscription term and any renewal terms for purchased Services are governed by the applicable Order Form.

Either party may terminate this Agreement or an affected Order Form for a material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Knowwn Health may suspend access to the Services where reasonably necessary to address a security risk, unlawful use, material breach, or overdue undisputed amounts, subject to reasonable notice when practicable.

Upon expiration or termination of an Order Form, Customer’s right to use the affected Services ends. Customer remains responsible for amounts properly incurred under the applicable Order Form through the effective date of termination, including any gift, fulfillment, shipping, or other commitments already placed or incurred.

Sections that by their nature should survive expiration or termination, including confidentiality, intellectual property, payment obligations, disclaimers, limitation of liability, indemnification, and general legal terms, will survive.

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10. Warranties and Disclaimer

Knowwn Health warrants that it will provide the Services in a professional and workmanlike manner. Customer’s exclusive remedy for a material breach of this warranty is for Knowwn Health to use commercially reasonable efforts to correct the nonconformity.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KNOWWN HEALTH DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S BREACH OF CONFIDENTIALITY, MISUSE OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

Customer will indemnify, defend, and hold harmless Knowwn Health and its officers, directors, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable legal fees arising from Customer’s unlawful use of the Services, Customer’s breach of the use restrictions in this Agreement, or Customer-provided content or data that infringes a third party’s rights.

Knowwn Health will indemnify, defend, and hold harmless Customer from third-party claims alleging that Customer’s authorized use of the Services infringes a United States patent, copyright, or trademark, except to the extent the claim arises from Customer data, Customer modifications, use in combination with items not provided by Knowwn Health, or use outside the scope of this Agreement.

The indemnified party will promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation. No settlement may impose liability, admission, or material obligation on the indemnified party without its written consent.

13. General

Governing Law. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. The parties consent to jurisdiction in the state and federal courts located in Tennessee.

Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, reorganization, change of control, or sale of substantially all of its assets.

Force Majeure. Neither party will be liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture, fiduciary, franchise, or employment relationship.

Notices. Formal notices under this Agreement will be sent to the contacts identified in the applicable Order Form. Legal notices to Knowwn Health may be sent to Caroo, Inc. d/b/a Knowwn Health, 112 Westwood Place, Brentwood, TN 37027, with a copy by email to support@knowwn.co.

Entire Agreement. This Agreement, together with all applicable Order Forms and any mutually executed addenda, constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements on the same subject. Any amendment must be in writing and agreed to by both parties.

Severability; Waiver. If any provision is unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver of the right to enforce it later.

Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original and together constitute one instrument.

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