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DocuSign Envelope ID: 67705E7E-0794-4F3C-AF08-23523789F737
<br />applicable). -Following the initial six-month period, a Participant may terminate Services based on the following guidelines:
<br />(i) a Participant who ceases his or her activity in the Services for ninety (90) consecutive, calendar days shall automatically
<br />terminate his or her enrollment as of the ninety-first (91) consecutive day of inactivity. The Customer will no longer be
<br />invoiced for the Participant after the ninety-first (91) day. For purposes of this provision, activity is defined as taking a
<br />reading (i.e., testing one blood glucose level or blood pressure) or interacting with a Kannact coach via phone or digital
<br />communications; (ii) any Participant may terminate his or her enrollment in the Services at any time upon providing notice
<br />to Kannact at support@kannactnow.com or the assigned coach. The Customer will be invoiced for the Participant for the
<br />month of termination, and one additional month following the termination; and (iii) any Participant that becomes no longer
<br />eligible for the plan benefit will be terminated from the program during the month ineligibility occurs, in which case the
<br />Customer will be invoiced only for the month of termination.
<br />7.Property Riahts. Each Party shall retain all right, title, and interest in and to its respective intellectual property,
<br />trademarks, or company logos, and nothing contained herein shall confer in the other Party any right, title, or interest in or
<br />to such intellectual property, trademarks, or company logos. Any use by a Party of the intellectual property, trademarks,
<br />or company logos of the other Party shall conform to.any usage guidelines or instructions that such other Party may provide
<br />from time to time, and each Party shall promptly remedy any failure to conform to such guidelines as are communicated to
<br />it by the other Party. Notwithstanding the foregoing, Kannact shall be entitled to utilize Customer's name and logo in
<br />written or electronic marketing literature that advertises that it is a customer of Kannact, subject to Customer's prior
<br />written approval.
<br />8.No Medical Advice or Practice of Medicine. Customer hereby acknowledges, and. agrees that. the Services includes
<br />behavioral and lifestyle coaching services and tools to Participants that are informational in nature to. assist Participants in
<br />the self-management of theirhealth and wellness and is neither intended for nor replaces a physician or other care providers
<br />services and/or medical advice. Customer hereby acknowledges that Kannact is not engaged in the practice of medicine; and
<br />its Services are not a substitute for the professional judgement of and treatment by Participant's healthcare providers or
<br />any healthcare providers. Furthermore, Customer hereby acknowledges that. healthcare providers have complete and sole
<br />responsibility for the medical treatment of their patients, and healthcare providers may. or may not utilize their ability to
<br />access the Participant's portal or reports derived from the Participant's participation in the Services, which may be provided
<br />by Participant to their healthcare provider. Additionally, Services are not intended to address urgent or emergency
<br />conditions.
<br />9.Limitations of Liability. The express warranties set forth in this Agreement are the exclusive and sole warranties
<br />made to Customer by Kannact. Kannact makes no other warranty, expressed or implied. Kannact. does not warrant that
<br />the operation of, and Participant's participation in, the Services will be error free. Each Party and its third -party vendors
<br />Shall have no liability for special, indirect, consequential, exemplary or incidental damages, including,without limitations,
<br />for loss of use, data, profits or goodwill, whether in an action in contract, tort (including negligence), warranty or otherwise,
<br />arising out of or. in connection with this Agreement, even if the. Party or such third -party vendors have been advised of the
<br />possibility of such losses or damages. Client liability under this provision is only to the limits set forth in section 768.28,
<br />Florida Statutes.
<br />10.Indemnification and Hold Harmless. Either Party shall defend, indemnify and hold harmless the other Party and
<br />its respective officers, directors, employees, agents, and representatives against any and all third -party actions against the
<br />breaching Party for damages, injuries, claims, losses, liabilities, judgments, lawsuits and/or other such proceedings, and
<br />expenses (including court costs and reasonable attorneys' fees) arising out of or resulting from any breach by either Party of
<br />its obligations under this Agreement.
<br />11.Insurance. Kannact will maintain such insurance coverage as is commercially reasonable and necessary to support and
<br />cover its indemnification obligations and other obligations under this Agreement.
<br />12.Additional Agreements Required. Before enrolling Plan Members into the Services, the Parties hereby agree to
<br />execute a Business Associate Agreement ("BAA") and Nondisclosure Agreement ("NDA!') that is mutually acceptable to the
<br />Parties.
<br />13.Miscellaneous Provisions.
<br />a. Further Assurances: In connection with this Agreement and the transactions contemplated by it, each Party
<br />agrees to provide further assurances if requested by another Party. These further assurances include signing
<br />and delivering any additional documents, instruments, conveyances, and other assurances or taking any further
<br />actions necessary to carry out the provisions of or transactions contemplated_ by this Agreement.
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