Nayya Terms and Conditions

Last Updated Date: February 10, 2023

These Terms and Conditions (the “ Agreement”) are between Nayya Health, Inc. (“Nayya”) and the customer that affixes its signature on the SaaS Agreement (“ Customer”). It applies to all Order Forms and governs Customer’s access and use of the product and features set forth in the Order Form, as well as the Professional Services that may be provided to the Customer. In the event of conflict between this Agreement, an Order Form or any Statements of Work, the following order of precedence apply: Order Forms and SOWs take precedence and prevail over this Agreement solely with their respective subject matter.

GENERAL

Definitions. To the extent not defined herein, all defined terms have the meanings ascribed to it in the accompanying Order Form.

Access and Use. Subject to the terms and conditions of this Agreement, Nayya hereby grants access to Customer, a non-exclusive, non-transferable, and non-sublicensable, limited right to access and use the Software Services during the Service Term identified in an Order Form solely for Customer’s benefit enrollment process and benefit engagement and utilization program with respect to its employees in accordance with the terms and conditions herein.

Software Services. Nayya reserves the right to include additional features and functionalities in the Software Services and also to remove and discontinue any Software Services’ features and functionalities that are no longer applicable to the feature set, as Nayya may determine from time to time in its sole discretion.

Use Restrictions. Unless otherwise set forth in an Order Form, Customer will not, and will not permit any third party to, use the Software Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not, at any time without Nayya’s written consent, directly or indirectly, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Software Services, in whole or in part; (b) rent, lease, lend, sell, resell, license, sublicense assign, distribute, publish, transfer or otherwise make available the Software Services, except as expressly permitted under this Agreement or an Order Form; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software Services, in whole or in part; (d) remove any proprietary notices from the Software Services; (e) use the Software Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (vi) offer, sell, resell, license, sublicense, assign, distribute the Software Services or other software services offered by Nayya to existing customers of Nayya; or (vii) to Customer’s knowledge, offer, sell, resell, license, sublicense, assign, distribute the Software Services or other software services offered by Nayya to current prospective customers of Nayya, without Nayya’s consent.

Authorization. Customer may be required to obtain an authorization pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) from each of its employees in order to enable Nayya to provide the Software Services and Implementation Services, which may require access and use of an employee’s protected health information (“ PHI”) as defined under HIPAA. Customer hereby delegates to Nayya the authority to obtain HIPAA authorizations as necessary from employees to enable Nayya to provide the Software Services or Implementation Services.

Business Associate. To the extent the Customer, including its affiliates and subsidiaries, is considered a “Covered Entity” under HIPAA, any PHI received by Nayya from Customer shall be subject to the business associate agreement located at Nayya.com (the “BAA”).

Suspension. Notwithstanding anything to the contrary in this Agreement, Nayya may suspend Customer’s and any other user’s access to any portion or all of the Software Services immediately, if necessary, as follows: (a) Nayya reasonably determines that (i) there is a threat or attack on any of the Software Services; (ii) Customer’s use or any other user’s use of the Software Services disrupts or poses a security risk to the Software Services or to any other customer or vendor of Nayya; (iii) Customer or any other user is using the Software Services for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or other similar proceeding; or (v) Nayya’s provision of the Software Services to Customer or any other user is prohibited by applicable law; (b) any vendor of Nayya has suspended or terminated Nayya’s access to or use of any third-party services or products required to enable Customer to access the Software Services; or (c) following ten (10) days written notice in the event Customer fails to make a timely payment hereunder (any such suspension described in subclause (i), (ii), or (iii) a “Service Suspension”). When possible, Nayya will use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Software Services following any Service Suspension. Nayya will use commercially reasonable efforts to resume providing access to the Software Services as soon as reasonably possible after the event giving rise to the Software Services Suspension is cured, provided that Nayya is not required to resume access upon the occurrence of (a)(iii) herein. Nayya will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Customer or any other user may incur as a result of a Service Suspension.

CONFIDENTIALITY

Confidentiality - General. Each Party acknowledges and agrees that all of the information relating to the other Party and its employees, officers, directors, agents and contractors (collectively, “Representatives”) will be supplied with, come into possession of, or have access to, in connection with obtaining or providing the Software Services, whether in writing, by electronic transmission, orally or in any other form or manner, including the terms and conditions herein and all Order Forms, and, where applicable SOWs, shall be deemed to be confidential and proprietary unless the recipient proves by clear and convincing evidence that it (a) was known to the recipient at the time of disclosure as evidenced by any written documents in possession of the recipient; (b) is available to the general public at the time of disclosure to the recipient or is subsequently made available to the general public without fault of that Party; (c) is independently developed by recipient without use of any discloser Confidential Information; (d) is disclosed or becomes available to the recipient by reason of any act of any third person or organization having the right to disclose or publicize it; or (e) is information or data which the recipient is compelled to disclose by any law, regulation, governmental body or authority or by court order (“ Confidential Information”). For the avoidance of doubt, the Software Services is deemed Confidential Information of Nayya. Aggregated and de-identified data is not considered Confidential Information.

Disclosure to Representatives. Except as provided herein, each Party agrees to disclose Confidential Information only to those Representatives who have a need to know the information for purposes of this Agreement and who are under a written obligation to keep confidential the information received from the disclosing Party under terms no less protective than this Agreement.

Prevention of Other Disclosure or Use. Each Party agrees to make reasonable efforts to ensure the other Party’s Confidential Information is not directly or indirectly disclosed to or used by any person except as described in this Agreement or except as is expressly authorized in writing by the other Party. Each Party’s efforts will not be less than those which that Party takes or would be reasonable expected to take to prevent disclosure of its own confidential or proprietary information of like significance. Customer’s responsibilities in this Section shall apply to any third parties to whom it provides access the Software Services. Recipient’s obligations with respect to discloser’s Confidential Information under this Section will remain in effect for the Term and for so long thereafter as any such information constitutes Confidential Information under this Agreement