STRATOUM SYSTEM TERMS OF USE

These Stratoum System Terms of Use (“Terms”) govern access to and use of Stratoum System (the “System”), operated by Mehregany Technology Ventures, LLC, a Delaware limited liability company (“MTechVen,” “we,” “our,” or “us”).

By creating an account, requesting or receiving a development environment, accessing the System, or using the System, you agree to these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the System.

These Terms apply to use of the System. Engineering services, custom development, and other professional services are governed by separate written agreements.

The System is an operational software service that enables organizations to launch, operate, and scale digital health programs by coordinating applications, workflows, users, communications, integrations, connected devices, AI services, and related operations. The System provides operational capabilities that may include integration, automation, orchestration, governance, configuration, operational state, administration, and observability.

Access begins with a dedicated development environment established for your organization. Development environments are intended for evaluation, configuration, development, testing, integration, and preparation for production deployment. We may request information reasonably necessary to configure and provision your environment. We determine the technical configuration, hosting architecture, deployment method, and underlying infrastructure used to provide the development environment.

A non-refundable $199 development environment fee is charged after provisioning your dedicated development environment. The fee covers provisioning and maintenance of a non-live development environment for one year. While your environment remains non-live, the development environment fee renews annually at the then-current rate unless otherwise stated on Stratoum website or agreed in writing. The development environment fee does not include production use, your selected third-party services, engineering services, or custom development.

You must activate production service before making your program accessible to its intended users. A program is considered live when it becomes accessible to its intended users. Before going live, we will establish the applicable monthly production fee based on expected resource use, operational complexity, infrastructure requirements, integrations, workflows, users, applications, services, AI participation, organizations, and other relevant operational characteristics. Notwithstanding anything to the contrary, production fees do not include charges from your selected third-party providers.

You authorize us, or our payment processor, to charge applicable development environment and production fees. Production fees are billed monthly unless otherwise agreed in writing. Development environment fees are billed annually while the environment remains non-live. Failure to pay amounts when due may result in suspension or termination. Pricing changes apply prospectively upon reasonable advance notice.

You are responsible for:

• maintaining the confidentiality and security of administrator and user credentials;
• activities performed through your accounts and environment;
• determining who is authorized to access your environment;
• ensuring that users you authorize to access the System comply with these Terms;
• complying with applicable laws, regulations, policies, and contractual obligations;
• maintaining your own accounts and contractual relationships with third-party providers used by your program;
• obtaining all rights, permissions, and consents required for data, content, applications, services, and integrations you use;
• determining whether your program, workflows, services, communications, AI capabilities, and operational processes are appropriate for your intended use; and
• validating your program before production use.

Your brand assets, content, data, websites, applications, partner relationships, registered domains, and application store accounts remain yours or under your control, as applicable. You retain all rights you have in data and content you provide to or generate through your program.

We may collect and use information about the operation, performance, security, and use of the System (“System Usage Data”) to operate, secure, support, analyze, maintain, and improve the System. System Usage Data may include technical logs, performance metrics, feature usage, operational events, and similar information.

We may use aggregated or de-identified System Usage Data for analytics, benchmarking, product development, improvement of the System, publications, marketing, and other public disclosure, provided such information does not identify you, your users, or disclose your Confidential Information.

System Usage Data does not include ownership of your assets, content, or program-specific configuration.

The System enables you to configure workflows, operational rules, integrations, administration settings, content, and other program-specific behavior. You retain all rights you have in your program-specific configuration, including your workflows, operational rules, content, and design. This does not give you ownership of, or exclusive rights to, the underlying System, functionality, workflow engine, orchestration mechanisms, software, architecture, reusable components, interfaces, or other MTechVen technology.

MTechVen and its other customers may independently create or use similar workflows, configurations, operational logic, or processes, provided MTechVen does not disclose or use your confidential information in violation of these Terms.

The System may connect with or coordinate third-party software, applications, AI services, devices, APIs, products, or service providers. Your relationship with third-party providers is directly between you and those providers unless otherwise expressly agreed. Your use of third-party services is governed by their applicable terms, policies, pricing, availability, and technical requirements. We are not responsible for the availability, performance, security, accuracy, acts, omissions, policies, pricing, or continued availability of third-party providers. Changes made by third-party providers may require updates, modifications, or replacement of integrations.

MTechVen and its licensors retain all right, title, and interest in the System and its underlying technology, including its software, architecture, orchestration and operational-state mechanisms, governance mechanisms, administrative tools, APIs, reusable platform capabilities, standardized integrations and connectors, capability adapters, reusable configuration structures, documentation, improvements, and related intellectual property.

Subject to these Terms and applicable fees, MTechVen grants you a limited, non-exclusive, non-transferable right to access and use the System for your internal business purposes while your access to the System remains active and applicable fees are paid.

MTechVen retains ownership of any themes, templates, design systems, components, or other reusable materials provided through the System. Your use of such materials in your website or application does not transfer ownership of those materials to you. Except for this right of use, nothing in these Terms transfers any ownership interest in the System to you.

Integrations, connectors, adapters, platform services, reusable workflow components, and other reusable capabilities incorporated into the System remain part of the System and are owned by MTechVen or its licensors. This includes capabilities developed to connect commercially available software, products, services, or APIs, even when first developed in connection with a particular engagement. Development intended to be owned exclusively by you must be expressly identified as such in the applicable SOW under the GSA governing the work.

Notwithstanding anything to the contrary in any GSA or SOW, integrations, connectors, adapters, and other reusable capabilities developed to connect commercially available software, applications, services, products, or APIs remain part of the System and are owned by MTechVen or its licensors.

Engineering services are separate from access to and use of the System and are governed by a General Services Agreement (“GSA”). Specific services, deliverables, ownership, licensing, reuse rights, payment terms, acceptance criteria, warranties, and other project terms are defined in applicable Statements of Work (“SOWs”). Engineering services may include custom software development, AI development, connected-device development, integrations, extensions, implementation, architecture, and related engineering activities.

If the applicable GSA or SOW does not expressly transfer ownership of a custom-developed item, these Terms do not independently transfer ownership of MTechVen intellectual property.

The System is architected so Protected Health Information (“PHI”) does not transit through or reside within the System. Your applications, websites, service providers, and other connected systems may collect, store, process, or exchange PHI where appropriately configured and compliant. PHI remains within those systems and does not transit through or reside within the System.

Applications and websites not configured for HIPAA-compliant use are operationally separated from clinical pathways involving PHI. You determine what information your applications and websites collect and are responsible for the applicable legal, contractual, privacy, security, and compliance requirements.

You are responsible for determining whether your program involves other regulated or sensitive data, including consumer health information not subject to HIPAA, and for ensuring that your use of the System complies with applicable requirements. You may not use the System to process categories of regulated data requiring contractual or technical safeguards not expressly supported by us.

We process personal information in accordance with our applicable Privacy Policy, available on our website. Where we process personal data on your behalf in a manner requiring a data processing agreement under applicable law, the parties may enter into a separate Data Processing Agreement (“DPA”). Any applicable DPA will govern that processing and will control in the event of a conflict concerning such processing.

You are responsible for providing any notices, obtaining any consents, and establishing any other legal basis required for personal information collected or processed through your program.

The System may provide, connect with, coordinate, or enable the use of artificial intelligence (“AI”) services. These may include AI capabilities provided by us, third-party AI services made available through the System, and AI services or models selected or connected by you.

Third-party AI services are subject to the applicable provider's terms, policies, availability, data practices, and technical requirements. You are responsible for your selection and authorized use of AI services you connect to the System.

AI services may generate probabilistic, incomplete, inaccurate, inappropriate, or variable outputs. You are responsible for evaluating whether AI-generated outputs are accurate and appropriate for your intended use and for establishing any necessary human review, governance, approval, validation, or other safeguards.

Unless expressly agreed by us in writing, output generated by AI services used with or through the System does not constitute medical, clinical, diagnostic, legal, financial, or other professional advice.

We do not warrant the accuracy, reliability, or suitability of output generated by any AI service used with or through the System, or any particular outcome resulting from its use. We are not responsible for the acts, omissions, availability, performance, or outputs of third-party AI services.

The System provides operational software infrastructure and coordination capabilities. We do not provide medical care, clinical judgment, diagnosis, treatment, legal advice, or business decision-making through the System. You remain responsible for:

• clinical decisions;
• business decisions;
• professional services delivered through your program;
• communications with your users;
• regulatory compliance;
• program design;
• selection of third-party providers;
• outcomes resulting from your use of the System; and
• your relationship with users of your program, including applicable terms of use, privacy notices, disclosures, consents, permissions, and other obligations relating to those users.

Each party may disclose non-public information to the other that is designated as confidential or that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential (“Confidential Information”). The receiving party is responsible for compliance with this Section by persons to whom it discloses Confidential Information.

Confidential Information includes confidential information of third parties that the disclosing party is obligated to protect. The party receiving Confidential Information will:

• use it only as necessary to exercise its rights or fulfill its obligations under these Terms;
• protect it using reasonable measures, and at least the same degree of care it uses to protect its own confidential information of similar nature; and
• disclose it only to its employees, affiliates, contractors, professional advisors, and service providers who need access and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to it without restriction before disclosure; (c) is lawfully received from a third party without confidentiality restriction; or (d) is independently developed without use of the Confidential Information.

If disclosure is required by law, regulation, subpoena, or governmental order, the receiving party may disclose the required information, provided that, where legally permitted, it gives the disclosing party reasonable advance notice and reasonable assistance in seeking confidential treatment or other protection.

Unauthorized disclosure or use of Confidential Information may cause harm for which monetary damages may be inadequate. The disclosing party may seek appropriate injunctive or equitable relief in addition to other remedies available by law.

We will use commercially reasonable administrative, technical, and organizational measures appropriate to the nature of the System. You are responsible for securing your devices, credentials, accounts, applications, third-party services, domains, networks, and systems connected to the System.

No security measure can guarantee complete security. We do not warrant that the System will be immune from unauthorized access, security incidents, harmful code, data loss, alteration, or other security events. We will notify you without unreasonable delay after confirming a security incident materially affecting your environment or data, as required by applicable law.

You may not, and may not permit any user or third party under your control to:

• interfere with the operation, integrity, performance, availability, or security of the System;
• attempt unauthorized access to the System, another customer environment, accounts, data, or connected systems;
• circumvent authentication, authorization, security, usage, subscription, metering, billing, or other technical controls;
• reverse engineer, decompile, disassemble, or attempt to derive source code or underlying non-public technology from the System, except where such restriction is prohibited by law;
• introduce malicious code, viruses, or other harmful components;
• use the System for unlawful, fraudulent, abusive, deceptive, or harmful purposes, or in violation of applicable sanctions or export-control laws;
• use the System in a manner that materially interferes with the System, its other customers, or third parties;
• use the System to violate intellectual property, privacy, confidentiality, or other rights of third parties;
• access or use the System in a manner intended to avoid applicable fees or exceed authorized usage limits;
• use automated means to probe, scrape, test, or access the System except through interfaces expressly provided or authorized by us; or
• use the System or connected AI services for high-risk or safety-critical decisions without appropriate review, governance, and safeguards.

You are responsible for ensuring that users you authorize to access the System comply with this Section.

We intend to operate and continuously improve the System. The System may experience planned or unplanned downtime, interruptions, delays, errors, or other availability issues. We do not guarantee uninterrupted or error-free operation.

Features, capabilities, integrations, interfaces, infrastructure, or services may be modified, added, replaced, or discontinued as the System evolves. For customers in production, we will use commercially reasonable efforts to provide advance notice of changes that materially reduce core System functionality and, where practicable, reasonable transition time.

Availability may depend on third-party infrastructure, applications, services, APIs, networks, AI providers, and other systems outside our control. We are not responsible for failures, interruptions, delays, or changes caused by such third parties.

Support for the System may include assistance with account, billing, access, and System-related issues. Support does not include engineering, implementation, integration development, migration, customization, program configuration, or other professional services unless expressly included in your production service or separately agreed in writing. Additional support arrangements, including response-time or service-level commitments, may be established separately in writing.

We do not provide support directly to your program's end users unless separately agreed in writing by us.

Upon termination of your use of the system, your right to access and use the System ends. You remain responsible for retaining copies of your assets and data you require outside the System. Unless access is terminated for security, unlawful activity, or other circumstances requiring immediate restriction, we will provide up to 30 days following termination for you to request export of your data or configuration reasonably available for export. After this period, we may delete your data and your configuration from active systems, subject to applicable law, backup retention practices, and other legitimate retention requirements.

The System software, executable implementations, orchestration mechanisms, integrations, connectors, reusable components, and underlying platform technology are not transferred upon termination. You may independently recreate your operational processes using another system.

Any export of configuration is limited to configuration information reasonably available for export in a standard or documented format. It does not include the System source code, executable workflows, internal schemas, orchestration mechanisms, platform implementation artifacts, or other MTechVen technology.

We may limit or suspend access to the System if reasonably necessary to address a security risk, unlawful activity, non-payment, material misuse, material interference with the System or its other customers, violation of these Terms, or compliance with applicable law. We may also decline, disable, or require modification of a configuration, integration, connection, or use that we reasonably determine presents a material security, reliability, legal, compliance, or operational risk.

Where practicable, we will provide reasonable notice before suspension and an opportunity to address the condition giving rise to it. We may suspend access immediately when reasonably necessary to protect the System, its other customers, third parties, or comply with law. We will use commercially reasonable efforts to limit the scope and duration of a suspension and restore access after the condition has been resolved.

Either party may terminate these Terms for a material breach by the other party that remains uncured for 30 days after written notice. Either party may also terminate if the other ceases business operations or becomes subject to insolvency proceedings.

You may terminate your use of the System in accordance with the cancellation and termination terms stated on Stratoum website or otherwise agreed in writing.

Termination does not affect rights or obligations accrued before termination, including amounts due. Sections that by their nature should survive termination, including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution, will survive.

If you voluntarily provide feedback, suggestions, ideas, or recommendations regarding the System, we may use that feedback without restriction, obligation, or compensation. This does not grant us rights to your confidential information, data, or program assets.

Neither party may use the other party's name, trademarks, logos, testimonials, endorsements, or statements about the relationship in advertising, marketing, customer lists, case studies, press releases, or other public communications without the other party's prior written consent.

The System is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all other warranties, express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, uninterrupted availability, error-free operation, security, or freedom from harmful components.

To the fullest extent permitted by law, neither party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, goodwill, customers, business opportunity, data, business interruption, or unavailability of the System arising from or related to these Terms or use of the System.

To the fullest extent permitted by law, our aggregate liability arising from or related to the System or these Terms shall not exceed the fees paid by you to us for the System during the twelve months immediately preceding the event giving rise to the claim.

The foregoing limitations apply regardless of the legal theory asserted and even if a party has been advised of the possibility of such damages.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law. The foregoing limitations do not limit payment or indemnification obligations.

You agree to defend, indemnify, and hold harmless MTechVen and its officers, employees, contractors, and affiliates from third-party claims arising from:

• your program;
• your content or data;
• your violation of applicable law;
• your misuse of the System;
• your products or services;
• clinical or professional services provided through your program; or
• your violation of third-party rights.

MTechVen will defend, indemnify, and hold harmless you against third-party claims alleging that your authorized use of the System infringes a United States patent, copyright, or trademark. This obligation does not apply to claims arising from your assets, your configuration, third-party services, modifications not made by MTechVen, use contrary to these Terms or documentation, or combinations with products or services not provided by MTechVen where the claim would not otherwise have arisen. If such a claim occurs or is reasonably likely, MTechVen may modify or replace the affected capability, obtain the right for continued use, or terminate the affected service and refund any prepaid fees applicable to the unused terminated period.

The party seeking indemnification will provide prompt notice of the claim and reasonable cooperation in the defense. The indemnifying party will control the defense and settlement, provided that no settlement imposes liability, admission, or other obligation on the indemnified party without its prior written consent.

We may revise these Terms from time to time. Changes will apply prospectively. For material changes affecting our active customers, we will provide reasonable advance notice through the System, email, or another appropriate method. If a change materially and adversely affects your rights or obligations, you may terminate your use of the System before the change becomes effective. Continued use of the System after revised Terms become effective constitutes acceptance of those Terms.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Before initiating legal proceedings, the parties will attempt in good faith to resolve any dispute arising from or relating to these Terms through direct discussions. Either party may provide written notice of a dispute, and the parties will have 30 days from receipt of the notice to attempt resolution.

If the dispute is not resolved, it shall be brought exclusively in a state or federal court of competent jurisdiction located in Delaware, and each party consents to the jurisdiction and venue of those courts.

Each party waives, to the fullest extent permitted by law, any right to a trial by jury in any proceeding arising from or relating to these Terms. Each party agrees to bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

Nothing in this Section prevents either party from seeking temporary, preliminary, or other injunctive or equitable relief when necessary to protect intellectual property, confidential information, security, or against unauthorized use of the System.

These Terms, together with any applicable ordering document, GSA, SOW, privacy notice, or other written agreement expressly incorporated by reference, constitute the agreement governing your use of the System. If there is a conflict, a separately signed agreement controls over these Terms with respect to its subject matter. A DPA controls with respect to processing of personal data. A GSA or SOW controls with respect to the services and deliverables it covers. An ordering document controls with respect to the specific production service, pricing, quantities, and commercial terms stated in it. These Terms otherwise control, including the ownership provisions of Section 12, which control notwithstanding any conflicting provision of a GSA, SOW, ordering document, or other agreement.

Neither party may assign or transfer these Terms without the other party’s prior written consent, except that either party may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the business or assets to which these Terms relate. Any attempted assignment contrary to this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

If any provision of these Terms is determined to be unenforceable, the remaining provisions remain in effect.

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Neither party will be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, war, terrorism, labor disputes, power or telecommunications failures, internet disruptions, cyberattacks not caused by that party's breach, or failures of third-party infrastructure providers. This section does not excuse payment obligations.

You are responsible for ensuring that your deployment, configuration, use of third-party services, and operation of the System comply with laws and regulations applicable in each jurisdiction in which you operate. You may not access or use the System where such access or use is prohibited by applicable law, including applicable sanctions and export-control laws.

Questions or requests regarding this Stratoum System Terms of Use may be directed to:
Mehregany Technology Ventures, LLC
contact@mtechven.com