THIS IS A LEGALLY BINDING CONTRACT – READ IT. By clicking “I Agree” below, you are thereby entering into this contract (“Contract”) between you (“User”) and Medical Insights Diagnostic Centers, Inc., dba Nuage Diagnostics (“NuageDx”) on the following terms and conditions.

A. ACKNOWLEDGMENTS. User acknowledges and agrees to each of the following:

By clicking  “I  agree With Terms of Service” and “I have read and accept the BAA”:

a) User acknowledges that they have read, understand, and agree to each  and every term of this Contract.

b) If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don’t have the legal authority to bind, please do not click the “Accepted and Agreed” button below.

c) I am also accepting this Medical Insights Diagnostic Centers, Inc. Business Associate Agreement (BAA with Subscribers) on behalf of the entity (Subscriber to the Nuage Diagnostic application, aka NuageDx). I represent and warrant that (a) I have full legal authority to bind the entity to this Agreement, (b) I have read and understand this Agreement, and (c) I agree to all terms and conditions of this Agreement on behalf of the entity that I represent.

i. The initial term of this Contract is based on the subscription level User chooses. (See Attachment A).

ii. NuageDx is not a legal or medical consultant and provides no such services.

iii. NuageDx has explained to User the full range of services that NuageDx can provide User. Additional services over those identified in this Contract may be available and may be purchased from NuageDx at an additional cost to User. User has selected and purchased only the services identified in User’s subscription designation. (See Section C.1. and www.NuageDx.com)

iv. Cloud based systems cannot provide complete protection or guarantee prevention of loss of information, files, or records. User agrees to backup and keep copies of all files that are being uploaded into the Nuage App. By using this service User acknowledges that they have a copy of all files they store on the NuageDx App backed up in another location within User’s custody or control. User therefore acknowledges and agrees that NuageDx bears no liability whatsoever to User, or any other party, for any data loss that may occur on the NuageDx App. Additionally, NuageDx cannot guarantee against theft of confidential information, or other data, of User’s by the illegal acts of third parties – User expressly acknowledges the risk that information, including confidential information, may be stolen as a result of User’s use of the NuageDx App and agrees that NuageDx bears no liability whatsoever to User, or any other party, for any such loss.

v. This Contract requires final approval by a NuageDx authorized manager before NuageDx may provide any services, and if approval is denied, then this Contract will be terminated, and NuageDx’s only obligation will be to notify User of such termination and refund any amounts User paid NuageDx in advance.

vi. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE OTHER PARTY.

B. DEFINITIONS

i. “Contract Term” is either 1 year or 3 years, depending on the subscription User selects, as set forth in Attachment A.

ii. “Familiarization Period” is a 30 calendar day period beginning on the date this Contract is entered into, and ending after 30 days from such date. The 1st day of the Familiarization Period is also the start of the Contract Term. (i.e. the start of the Familiarization Period and start of the Contract Term are the same day). If this Contract is renewed after the Contract Term, no Familiarization Period applies to the renewed Contract Term.

iii. “NuageDx App” refers to the HIPAA compliant, cloud-based software application that User is provided access to pursuant to the terms of this Contract.

iv. “ACH” means an Automated Clearing House.

v. “Contract Termination Charges” are an amount of money equal to 75% of the remaining Service Charges for the Contract Term, owed by User to NuageDx, if User cancels this Contract after the Familiarization Period and before 30 days from the Renewal. Anniversary.

vi. “Transaction Date” is the date NuageDx attempts to collect payment from User, for any charges owed to NuageDx under this Contract.

vii. “Service Charge” or “Service Charges” mean to the monthly, annual, or lump sum fees for NuageDx’s services – the Service Charges are set forth in Attachment A.

viii. “Overage Charges” are those charges outside of the Service Charges – the Overage Charges are identified in Attachment A.

ix. “NSF” means non-sufficient funds. “NSF Charge(s)” means the charges imposed by NuageDx’s financial service provider resulting from User’s NSF when processing any payments owed by User to NuageDx under this Contract.

x. “Renewal Anniversary” means the 1st annual anniversary (for 1 year subscriptions) of the 1st day of the Contract Term, or the 3rd annual anniversary (for 3 year subscriptions) of the 1st day of the Contract Term.

xi. “Notice” means any notice required pursuant to this Contract. Notice to NuageDx must be by certified mail to: 40101 Monterey Blvd. Suite B1-327 Rancho Mirage, CA 92270. Notice to User will be provided to the contact information User provides NuageDx.

xii. “Parties” means User and NuageDx collectively, “Party” means either User or NuageDx individually.

xiii. “Dispute” means any dispute, claim or controversy arising out of or relating to this Contract or the breach, termination, enforcement, interpretation or validity thereof.

C. TERMS & CONDITIONS

1. Services to be Provided.

a. NuageDx will provide to User the NuageDX App, a HIPAA compliant cloud-based software application, that may be installed on User’s PC, Mac, smartphone, laptop, tablet, or any other device that will accept the application installation, for User’s use pursuant to the terms of this Contract.

b. The NuageDX App will allow User to organize and store files (documents, video, JPEG images, video discs, and DICOM medical studies).

c. The NuageDX App will provide User with videoconference capabilities that can be used to teleconference and screen share all the files User stores on the NuageDx App, and other files, with the recipient(s) of User’s teleconference invite.

d. Videoconference sessions and screen share of User’s files stored on the NuageDx App will allow User and any invited recipient(s) to simultaneously share and see all User’s files stored on the NuageDx App and the teleconference-invited recipient(s) files. These videoconference sessions may be recorded.

e. Recorded video conferences can be stored in the NuageDx App as a file.

2. Term and Termination.

a. The Contract will automatically renew on the Renewal Anniversary, for the same period of time as the initial Contract Term, unless terminated by NuageDX or User pursuant to the terms of this Contract.

b. User may terminate this Contract at any time within the Familiarization Period or within 30 days prior to the Renewal Anniversary, without incurring any Contract Termination Charges by providing NuageDx written Notice of the same using Attachment B, or by completing any cancellation form provided by NuageDx on NuageDx App or NuageDx’s website, within such time periods. If User terminates this Contract within 30 days prior to the Renewal Anniversary, User will still owe NuageDx the Service Charges, Overage Charges (if any), late charges (if any), and NSF Charges (if any) for the last month of the Contract Term, but will not owe any Contract Termination Charges. User may terminate this Contract at any other time by providing written Notice to NuageDx using Attachment B, or by completing any cancellation form provided by NuageDx on NuageDx App or NuageDx’s website, subject to payment of the Contract Termination Charges, and any other outstanding charges due under this Contract, including without limitation Overage Charges (if any), late charges (if any) and NSF Charges (if any), all of which are immediately due to NuageDx upon such termination.

c. If User fails to abide by the terms of this Contract, including without limitation timely payment of any Service Charges, Overage Charges or any other charges for which User is responsible under this Contract, NuageDx may terminate this Contract and or cease all service to User without Notice to User, among all other legal remedies available to NuageDx. NuageDx may terminate this Contract at any time for any other, or no, reason upon Notice to User. If NuageDx terminates this Contract due to damage to NuageDx’s equipment, and or technical problems, making it impractical for NuageDx to continue service, NuageDx will refund User a pro-rata amount of any advance payments made for services to be supplied after the date of such termination, less any amounts still due for services already rendered and for any other charges due; additionally, NuageDx will not assess Contract Termination Charges, if any.

3. Payments.

a. There is no finance charge or cost of credit associated with this Contract.

b. User must pay the Service Charges for access to the NuageDx App, and the services NuageDx provides pursuant to this Contract. The Service Charges depend on User’s subscription level, as set forth in Attachment A. User may be liable for Overage Charges on top of Service Charges, as set forth in Attachment A.

c. NuageDx may impose a one-time late charge, up to $5.00 on each payment that is more than ten(10) days past due.

d. If User prepays the total amount of payments due under this Contract prior to the end of the initial term of the Contract, there is no penalty or refund, except as provided in Section C.2. above.

e. By entering into this Contract, User authorizes NuageDx to withdraw from User’s bank account and/or charge User’s credit/debit card provided to NuageDx through an ACH for: (i) all charges as set forth in this Contract, including but not limited Service Charges, Overage Charges, Contract Termination Charges and NSF Charges; and all other charges and amounts for which User is liable under this Contract.

f. This authorization to withdraw from User’s bank account and/or charge User’s credit/debit card will remain in effect until: (1) termination of this Contract; and (2) payment is received by NuageDx for all outstanding charges and fees owed by User to NuageDx under this Contract. User may revoke this authorization only by notifying NuageDx and User’s bank or credit card company at least 30 days before the scheduled debit or charge or the termination date of this Contract. User agrees to notify NuageDx of any other changes in User’s account information at least 15 days prior to the next billing date. If the date or amount of the withdrawal changes, or if Contract Termination Charges apply, NuageDx will notify User at least 15 business days prior to the payment being collected. If a payment date falls on a weekend or holiday, payment may be collected on the next business day. Charges may be applied to User’s account each month, for monthly subscriptions, each year for annual subscriptions, or otherwise immediately after the Familiarization Period for lump sum subscriptions, on the Transaction Date determined by NuageDx. If an ACH transaction is rejected for NSF, NuageDx may attempt to process the charge again within 30 days, and User will be responsible for a NSF Charge.

g. The origination of ACH transactions to User’s account must comply with the provisions of U.S. law. User is an authorized user of the bank account or credit card account provided to NuageDx for payment of charges under this Contract, and User will not dispute payments under this Contract with User’s credit card company or bank so long as the amount corresponds to the terms of this Contract.

h. All charges are payable in advance of service provided, and set forth in Attachment A. The Contract Term is based on User’s subscription level, and defined in Section B. above. NuageDx services will begin upon completion of the install and assignment of username (UN), password (PW) and authentication of the User.

i. User understands that User’s initial charges will commence on day 31 after the end of the Familiarization Period (30 days after entering into this Contract). Initial withdrawal (1st payment) from User’s bank account and/or charge on User’s credit/debit card will be on day 31 of the Contract Term and will include payment for that month, year, or 3-year period (depending on subscription level) and Overage Charges of the prior month. Subsequent withdrawals from User’s bank account and/or charges on User’s credit/debit card will be based on User’s subscription level.

j. After the Familiarization Period, monthly, annual or lump sum Service Charges will be deducted from User’s designated bank account or credit card for the remainder of the Contract Term, as set forth in Attachment A. After the Renewal Anniversary the Contract will automatically renew, unless terminated pursuant to the terms of this Contract, and monthly, annual or lump sum Service Charge payments (depending on subscription level) will continue until the Contract is terminated.

k. Increase in Charges. NuageDx has the right to increase the Service Charges at any time after the Renewal Anniversary. If User provides NuageDx written Notice objecting to such increase within thirty (30) days of receiving NuageDx’s Notice of the increase, NuageDx may in its sole discretion reduce or waive the increase – if NuageDx does not reduce or waive the increase, then User may terminate this Contract effective thirty (30) days after NuageDx’s receipt of User’s written Notice of termination and User will not have to pay the Contract Termination Charges.

l. Additional Charges and Offset Rights. If NuageDx owes User money when this Contract ends, NuageDx has the right to deduct from any refund owed to User: (A) Service Charges for thirty (30) days, if User fails to give the required written termination Notice set forth herein; (B) any Contract Termination Charges User may owe; and (C) any other additional charges that User owes NuageDx. If the amount of the deduction equals or exceeds the amount that NuageDx owes User or if NuageDx owes User $5.00 or less, NuageDx will not be obligated to refund any amounts to User.

m. Upgrade / Downgrade. User may upgrade their subscription at any time – in which case the monthly, annual, or lump sum Service Charges will be adjusted accordingly for the remainder of the Contract Period. User may Downgrade to a lower level of subscription by Notice to NuageDx at least 30 calendar days prior to the Renewal Anniversary – such downgrade, and reduction in Service Charges, will take effect at the beginning of the renewed Contract Period. The monthly, annual or lump sum debit of Service Charges will continue and will be automatically renewed, along with a new Contract Term, for a 1 or 3 year period based on the subscription level User chooses pursuant to the terms of this Contract.

4. Liability.

a. Limitation of Liability. User agrees to waive, discharge and release NuageDx (including NuageDx’s officers, directors, shareholders, partners, members, managers, principals, insurers, assigns, attorneys, representatives, parent entities, sister entities, divisions, subsidiaries, predecessors, successors in interest, agents, employees, licensees, affiliates, contractors, servants, affinity marketers and their respective successors and assigns, collectively “Released Parties”) for loss or damage of any functionality to any: (1) hard copy material; (2) electronically stored information, files, or documents of every kind, including without limitation, DICOM medical images; and (3) any computer system, including hardware and software. User agrees, to the fullest extent permitted by law, to limit the liability of NuageDx for any and all claims, losses, costs, expenses, or damages of any nature whatsoever, including attorney and investigative fees and costs, from any claims, demands, and or causes of action for any actions or omissions related to this Contract, including without limitation any claims based on any data breach and or data theft, including without limitation confidential information, that may occur from User’s use of the NuageDx App, to 10% of the Service Charges or $500, whichever is greater. User agrees this is their sole and exclusive remedy for any legal action based on this Contract or the services provided by NuageDx. Under no circumstances will NuageDX be liable for more than what is stated in this paragraph, and under no circumstances will NuageDx be liable for any lost profits, lost revenue, lost opportunities, downtime, punitive damage, exemplary damages, or any consequential damages or costs, related to this Contract, or the services provided by NuageDx.

b. Indemnity. User shall DEFEND, INDEMNIFY AND HOLD HARMLESS NuageDx (including NuageDx’s officers, directors, shareholders, partners, members, managers, principals, insurers, assigns, attorneys, representatives, parent entities, sister entities, divisions, subsidiaries, predecessors, successors in interest, agents, employees, licensees, affiliates, contractors, servants, affinity marketers and their respective successors and assigns, collectively “Indemnified Parties”) FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, ACTIONS, CAUSES OF ACTION, WRONGFUL DEATH CLAIMS, DAMAGES, COSTS, LOSSES, EXPENSES AND LIABILITIES OF EVERY NATURE (including, without limitation, attorney fees and other costs incurred in connection with the defense of any such claims or actions or in the enforcement of this defense and indemnity obligation) whether based on tort, contract, or equitable principles, and whether based on intentional or unintentional acts or omissions, arising from or in connection with the provisions of this Contract, or NuageDx’s services provided herein. User’s obligation to defend and indemnify herein shall extend to, but not be limited to, any and all claims, demands, obligations, actions, causes of action, wrongful death claims, damages, costs, expenses and liabilities, (including, without limitation, attorneys’ fees and other costs incurred in the defense of claims or actions or in the enforcement of this defense and indemnity obligation) whether occurring before, during or after the performance of this Contract, which arise from the actions or omissions of User and/or User’s employees, agents, contractors, suppliers, subcontractors, officers, directors, shareholders, partners, members, insurers, assigns, attorneys, representatives, principals, parent entities, divisions, subsidiaries, successors in interest, licensees, affiliates or servants, or their respective successors and assigns. All indemnifications by User in this Contract in favor of NuageDx shall continue in full force and effect until all statutes of limitation pertaining to any relevant claim or cause of action have expired. User’s duty to defend is separate and distinct from User’s duty to indemnify, and arises upon the assertion of a claim or demand against NuageDx, regardless whether NuageDx has been found liable or whether NuageDx has incurred any cost or expense as a result of the claim.

c. Time to Bring Claim or Suit. No lawsuit, arbitration, judicial reference, or any legal action whatsoever may be brought against NuageDx after the shorter of: (A) 1 year after the date of loss; or (B) the time allowed by law.

d. Application of this Section. The provisions in this “Liability” section above apply no matter how the loss, damage, injury, or other consequence occurs, even if due to the performance or nonperformance by NuageDx of its obligations under this Contract or from Negligence (active or otherwise), Strict Liability, violation of any appliable consumer protection Law or any other theory of liability or alleged fault on the part of NuageDx, its agents or employees.

5. Other Party’s Limitation. If User purchases services from NuageDx through another business or person, or from NuageDx through a referral from another business or person, User agrees that such other business or person acts solely as an independent contractor and has no responsibility or liability to User for the performance or nonperformance of the services provided by NuageDx. User also agrees that any such business or person is entitled to the same rights as NuageDx under this Contract, including without limitation, the Section above titled “Liability.”

6. Other Terms & Conditions.

a. Forum and Arbitration.

i. Arbitration. Any dispute, claim or controversy arising out of or relating to this Contract or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, initiated by User, shall be determined by arbitration in San Diego, California before one retired judge as arbitrator. Arbitration is the only forum in which a dispute regarding this Contract, initiated by User, may be heard. User hereby expressly waives all rights, constitutional and otherwise, to have their disputes under this Contract determined by a jury trial or bench trial. The arbitration shall be administered by either: (1) JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules; or (2) American Arbitration Association (“AAA”) in accordance with its Commercial or other Arbitration Rules. Judgment on the arbitration award (“Award”) may be entered in any court having jurisdiction. Notwithstanding this arbitration provision, NuageDx may choose, in its sole discretion, to pursue any claim it has against User in any State, Federal or international Court having jurisdiction.

ii. Pre-Arbitration Notice Requirement. Before a Party initiates arbitration, or if NuageDx elects in its sole discretion to pursue a claim in State, Federal or international Court, the Party initiating the claim agrees to first provide to the other Party Notice that will contain: (a) a written description of the Dispute and the supporting documents and information, and (b) a specific request for money or other relief. NuageDx and User agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, either Party may commence an arbitration proceeding pursuant to the terms of this Contract, or a legal action in State or Federal Court if NuageDx in its sole discretion elects to do so.

iii. Governing Law. This Contract and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict or choice of law rules.

iv. FAA Applies. The Parties acknowledge that this Contract evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Contract shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The Parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision.

v. Confidentiality. The Parties shall maintain the confidential nature of the arbitration proceeding and the arbitration decision or award, including all hearings within the arbitration process, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an arbitration award or decision or its enforcement, or unless otherwise required by law or judicial decision.

vi. Attorney Fees & Costs to Prevailing Party. In any arbitration arising out of or related to this Contract, the arbitrator shall award to the prevailing party the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a Party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorney fees reasonably incurred by the prevailing party in connection with the arbitration. In any legal action in State, Federal, or international court, initiated by Nuagedx, the prevailing party is entitled to collect its reasonable attorney fees and costs from the non-prevailing party.

vii. Appeal. The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Contract) with respect to any final award in any arbitration arising out of or related to this Contract.

viii. Waiver of Class Action Rights. In addition to User waiving their rights to have any Dispute regarding this Contract determined by a jury or bench trial, User also waives their right to participate in a representative capacity or participate as a member of any class action relating to this Contract or any Dispute. This means that all Disputes initiated by User will be arbitrated on an individual basis, between NuageDx and User only, without exception. A Dispute cannot be joined or consolidated with any other claim or action.

b. Ownership. All software, and intellectual property rights thereto, installed through the subscription of the Nuage App pursuant to this Contract shall be owned by NuageDx. NuageDx has the right upon termination of this Contract to remove, disable or abandon all or any of the software owned by NuageDx. If any service is disabled by NuageDx, Users understands and agrees that User will not be able to use the NuageDx App for any purpose. NuageDx understands and agrees that any of User’s cloud-based storage files uploaded to the NuageDx App by User are User’s property.

c. Installation. NuageDx will not install maintain or service any equipment of User’s pursuant to this Contract. Further, User represents and agrees to the following:

i. User owns the information and or files entered into the NuageDx App or otherwise has authority to use such information and or files for that purpose.

ii. User is responsible for obtaining compatible internet connectivity, and hardware, for use of the NuageDx App. NuageDx will have no liability for the maintenance, operation, non-operation, actuation, non-actuation, or erroneous actuation of any of User’s computers, smartphones, tablets internet connection or other devices required to use the NuageDx App.

d. Warranty.

i. Limited Warranty. NuageDx warrants that during the Contract Term the NuageDx App and any supporting software provided by NuageDx, under normal use, will substantially perform as intended and represented in this Contract. NuageDx will use commercially reasonable efforts to cause the NuageDx App and any supporting software provided by NuageDx to be free of any known computer virus or harmful, malicious, or hidden program, data, or other computer instructions whose purpose is to disrupt, damage, or interfere with the use of computer and telecommunications software or hardware for their normal purposes.

ii. Warranty Exclusions. NuageDx performs support services only during normal working hours (9AM – 5PM, PST). NuageDx does not warranty any hardware or software that are not part of the NuageDx App. If User requests NuageDx to perform warranty services outside normal working hours (9AM – 5PM, PST), User will pay for the services at NuageDx’s then-current rates for labor. The limited warranty provided under this Contract does not apply if NuageDx determines that any of the following conditions caused the need for service: (A) damage resulting from accidents, theft, pandemics, Acts of God, natural disasters, labor disputes, war, terrorism, force majeure, civil strife, electrical surge; (B) User fails to properly use the NuageDx App or alters it in any way; (C) User fails to properly follow the operating instructions for the NuageDx App; (D) trouble in User’s connectivity to the NuageDx App through telephone line, use of non-traditional telephone line or service (including but not limited to DSL, ADSL, VoIP, digital phone, internet-based phone, cellular, radio) or due to interruption of power; (E) loss or disruption of User’s internet connectivity; (F) alterations to User’s hardware or software systems; (G) alterations or damage to the NuageDx App caused by User or by a cause beyond NuageDx’s control.

iii. No Other Warranties. Other than the limited warranty provided above in this Contract, User understands and agrees that NuageDx makes no other guarantee or warranty of any kind, including without limitation implied warranty of merchantability or fitness for a particular purpose, with respect to the services NuageDx performs and or the NuageDx App.

e. Reporting to Credit Bureaus. In addition to all other remedies available to NuageDx for User’s breach of this Contract, NuageDx may report User’s delinquent payments to any and all credit bureaus as permitted by law.

f. Assignment. User may not assign this Contract without prior written consent from NuageDx. NuageDx has the right to assign this Contract or to subcontract any of its obligations under this Contract without my approval and without Notice to User.

g. Delays. NuageDx has no liability or responsibility to User or to any other entity for delays in the installation or repair of the NuageDx App, or any of its functionality, regardless the reason. NuageDx has no responsibility or liability for interruptions in service or resulting consequences, whether due to strike, riot, flood, fire, terrorism, pandemic, Acts of God, natural disasters, force majeure, or any other cause within or beyond NuageDx’s control. If there are any service interruptions, NuageDx has no obligation to provide User with substitute services.

h. Personal Information. User consents to NuageDx’s use of User’s personal information and that of third parties provided by User for the purpose of monitoring, setting up and administering User’s NuageDx services (including without limitation credit approval, invoicing and collecting) and providing information on new services.

User consents to NuageDx recording my telephone conversations with NuageDx representatives or assignee of this Contract.

i. Privacy Policy. NuageDx maintains a privacy policy applicable to this Contract, in Attachment C.

j. Confidentiality. All software is proprietary to NuageDx and/or NuageDx’s suppliers and is licensed or sub licensed to User on a non-exclusive basis. User will not: (a) disclose the software or any source code for the software to any third parties; (b) duplicate, reproduce, reverse engineer, modify, create derivative works from or copy all or any part of the NuageDx App or any software therein. NuageDx is not responsible or liable for any damages to or changes in the performance of User’s computer, smartphone or tablet following installation of any software or provision of services under this Contract. User agrees to receive any software updates and upgrades that NuageDx or its contractors send or remotely download.

k. Integration. This Contract constitutes the complete understanding between the Parties as to the subject matter of this Contract, and a fully integrated written memorialization of same. No prior or contemporaneous statements or writings may be considered in the interpretation of this Contract. This Contract may be modified only upon mutual agreement between the Parties, memorialized in a fully executed writing.

l. Severability. The Parties agree that, to the extent that any provision of this Contract is determined to be unenforceable, the unenforceable provision should be severed from the Contract or modified to comply with the law, without affecting the validity or enforceability of any of the other terms or provisions of the Contract.

ATTACHMENT A

Our Features (all our plans)

• Upload from Practice Management systems & Desktop.
• DICOM image disc upload and Cloud storage (medical imaging studies).
• Document and video (MP4, MOV, AVI) upload and Cloud storage.
• HIPAA Compliant Storage.
• Built-in Zoom video conference feature with unlimited Video conference time
  and 300 participants/session.
• Built-in DICOM viewer for medical imaging studies.

FREE Plan

• One (1) additional user- either associate or admin.
• Consultants: 3 at any one time.
• DICOM image disc upload and Cloud storage (medical imaging studies: (Limit 6
  studies at any one time).
• ZOOM MEETINGS: 4/month.

SILVER Plan $19.95/month with yearly renewable subscription</span >

• Each subscriber simultaneously shares same documents with (1) administrator
  and/or (1) associate.
• Unlimited number of consultants & experts.
• Unlimited Zoom Video conference time /session (300 participants/session).
• 2TB storage/month** (overage @ $0.20/GB/month).

GOLD Plan $24.95/month with yearly renewable subscription</span >

All the benefits of Silver plus:</span >

• Add 1 additional user (associate or administrator).
• 4TB storage/month** (overage @ $0.20/GB/month).
• Video conference recording and storage.

PLATINUM Plan $39.95/month with yearly renewable subscription</span >

All the benefits of Gold plus:

• Add UNLIMITED additional users (associates and/or administrators).
• 5TB storage/month** (overage @ $0.15/GB/month).
• Remote Client upload for documents and discs* (available soon at no extra
  charge) .
• Voice recognition input* (available soon at no extra charge).
• Zoom video conference transcription* (available soon at no extra charge).

---

**Cumulative storage/month for all documents, images, recordings, and video is
included in your monthly subscription pricing. You will incur an extra fee
based on the accumulated storage above your subscription level allocation
(overage).

ATTACHMENT B

CANCELLATION NOTICE. YOU MAY CANCEL THIS CONTRACT BY MAILING, VIA CERTIFIED MAIL, THIS CANCELLATION NOTICE AS SET FORTH BELOW. USER MAY ALSO CANCEL THIS CONTRACT BY COMPLETING AND SUBMITTING ANY CANCELLATION FORM PROVIDED BY NUAGEDX ON THE NUAGEDX APP OR NUAGEDX’S WEBSITE. PER THE CONTRACT’S TERMS, TERMINATION FEES MAY APPLY.

NOTICE TO:

NuageDx

ATTN: Sales Manager

40101 Monterey Blvd. Suite B1-327

Rancho Mirage, CA 92270

 

INCLUDE:

I HEREBY CANCEL THIS TRANSACTION. ___ / ___ / ______ (month / day / year)

OWNER’S NAME:                  _________________________________

OWNER’S SIGNATURE:       _________________________________

ADDRESS OF SERVICE:      _________________________________

PHONE CONTACT:               _________________________________

E-MAIL ADDRESS:                _________________________________

REASON FOR CANCELLATION:

ATTACHMENT C

Privacy Policy

Protecting your private information is our[1] priority. It is NuageDx’s policy to comply with all applicable privacy laws, including but not limited to the California Consumer Protection Act (CCPA), the EU General Data Protection Act (GDPR), the Virginia Consumer Data Protection Act (CDPA) and the Colorado Privacy Act (CPA), as well as the privacy policies of its third party vendors, including but not limited to Zoom, Google, and Microsoft (collectively “Privacy Laws & Policies”). NuageDx expressly reserves the right to modify this Privacy Policy at any time, without prior notice, if necessary or prudent to comply with any of the aforementioned privacy laws or policies.

This Privacy Policy constitutes notice to you, that NuageDx utilizes products and technology from third party vendors in providing NuageDx’s services, including but not limited to Zoom, Google and Microsoft.

This statement of privacy applies to www.NuageDx.com and Medical Insights Diagnostic Centers, Inc.  (www.MIDxC.com) and governs data collection and usage. Unless otherwise noted, all references to Medical Insights Diagnostic Centers, Inc. include www.NuageDx.com  and www.MIDxC.com. By using the MIDxC or Nuage website, you consent to the data practices described in this statement.

Collection of your Personal Information

In order to provide you with products and services offered to our site, NuageDx may collect personally identifiable information such as:

• Your first and last name
• Billing address
• Email address
• Phone number

If you purchase NuageDx’s products and services, we collect billing in credit card information.  This information is used to complete the purchase transaction.

We did not collect any personal information about unless you personally provided it to us.  However, you may be required to provide certain personal information to us when you elect to use certain products and services available on the Site.  This may include: (a) registering for an account on our site; (b) sending us an email message; (c) submitting your credit card or other payment information when ordering and purchasing products and services on our Site.  We will use your information for, but not limited to communicating with you in relation to services and/or products you had requested from us.  We also may gather additional personal or non-personal  information in the future.

Additionally, we maintain personal information to any extent such personal information is included in the documentation you store on our site.

Use of Your Personal Information

NuageDx collects and uses your personal information to operates website delivering the services you have requested. NuageDx may also use your personal identifiable information to inform you of the products of service available from NuageDx and its affiliates.

Sharing Information With Third Parties

NuageDx does not sell, rent, or release customer lists to third parties.  NuageDx may share with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support and arrange for deliveries.  Also, such third parties are prohibited from using your personal information except to provide the services to NuageDx, and they are required to maintain the confidentiality of your information.

NuageDx may disclose your personal information without notice if required to do so by law or in the good faith belief that such action is necessary to: (a) conform the edicts of the law or comply with legal process served on or NuageDx or the site; (b) protected and defend the rights or property of NuageDx; and/or (c) under exigent circumstances to protect the personal safety of users of NuageDx, or the public.

Automatically Collected Information

Information about your computer hardware and software may be automatically collected by NuageDx.  This information may include your IP address, browser type, domain names, access times and referring website addresses.  This information is used for the operation the service, to maintain quality of the service, and to provide general statistics regarding use of the NuageDx website.

Use of Cookies

The MIDxC and NuageDx website may use cookies to help you personalize your online experience.  A cookie is a text file placed on your hard disc by a web page server.  Cookies cannot be used to run programs and deliver viruses to your computer.  Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of the cookie is to provide a convenience feature to save you time.  The purpose of a cookies to tell the Web server that you have returned to a specific page.  For example, if you personalize MIDxC or NuageDx pages, or register with MIDxC site, NuageDx site or services, a cookie helps NuageDx to recall specific information on subsequent visits.  The simplified the process of recording her personal information, such as billing addresses, shipping addresses.  When you return to the same MIDxC or NuageDx website the information you previously provided can be retrieved and can easily use the MIDxC or NuageDx features that you have customized.

You have the ability to accept or decline cookies.  Most web browser have automatically except cookies, but you can usually modify your browser setting to decline cookies if you prefer.  If you choose to decline cookies, you may not be able to fully experience interactive features and services of the MIDxC and NuageDx websites you visit.

Security of your Personal Information

NuageDx secures  personal information from unauthorized access use or disclosure. When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption such as a Secure Socket Layer (SSL) protocol.  NuageDx uses the SSL protocol method for this purpose.

We strive to take appropriate security measures to protect against unauthorized access or to alteration of your personal information.  Unfortunately, no data transmission over the internet or any wireless network can be guaranteed to be 100% secure.  As a result while we strive to protect your personal information, you acknowledge: (a) that there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchange between you and us through the site cannot be guaranteed.

Right to Deletion

Subject to certain exceptions set out below, on receipt of written request from you, subject to the limitations below, we will:

• Delete your personal information from records; and
• Direct any service providers delete your personal information from the records.

Please note that we may not be able to comply with request to delete personal information if it is necessary to:

• Complete the transaction for which the personal information was collected, fulfill the terms of written warranty or product recall conducted in accordance with federal law, provide a good or service requested by you, are reasonably anticipated within the context of her ongoing visits relationship with you, or otherwise perform a contract between you and us;
• Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity; or prosecute those responsible for the activity;
• Debug to identify and repair errors that impair existing intended functionality;
• Exercise free speech, ensure the right of another consumer to exercise that consumer’s right of free speech, or exercise another right provided for by law.
• Comply with the California Electronic Communications Privacy Act;
• Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the business’ deletion of the information is likely to render impossible or seriously impair the achievement of such research, if the consumer has provided informed consent.
• Enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us;
• Comply with existing legal obligations; or
• Otherwise use your personal information, internally, in a lawful manner that is compatible with the context in which you provided information.

E-mail Communications

From time to time NuageDx may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmation, surveys, and/or other general communications.

External data storage sites

We may store your data on servers provided by third party hosting vendors with whom we have contracted.

Changes to the statement

NuageDx reserves the right to change this Privacy Policy from time to time.  We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on our site, and/or by updating any privacy information on this page.  Your continued use of the Site and/or Services available through this Site after such modifications will constitute your: (a) knowledge of the modified privacy policy; and (b) agreement to abide be bound by that policy.

Contact Information

NuageDx welcomes your questions or comments regarding this Statement of Privacy.  If you wish to exercise any of your rights under the Privacy Laws & Policies, please contact MIDxC at:

Medical Insights Diagnostic Centers, Inc. dba Nuage Diagnostics

40101 Monterey Blvd. Suite B1-327

Rancho Mirage, CA 92270

Email address: management@midxc.com

Effective as of July 14, 2021

As used in this Attachment C, the terms “we” and “our” refer to NuageDx, and the terms “you” and “your” refer to User.