These Dictalogic Software as a Service (“SaaS”) Terms and Conditions (“Terms and Conditions”) are related to SaaS subscription between Dictalogic, a British corporation (company no 11680927) having a principal place of business in the UK (“Dictalogic”) and the subscribed client (the “Client”). Client’s SaaS subscription (subject to the payment of the Subscription fee and the provisions for termination set out in this Agreement) shall be deemed Client’s agreement to these Terms and Conditions. 1. DEFINITIONS For purposes of these Terms and Conditions, the terms below shall have the meanings defined below. 1.1 “Client Content” means any data, information, trademarks, logos, files, images, text or other content that may be provided by Client or its authorized users for use in conjunction with the Software or Services. The Client Content used in conjunction with the Software or Service is stored and maintained in Microsoft’s secure encrypted Azure platform in the region where the client is located. 1.2 “Subscription Fee” means the fee which covers the provision of the Services during SaaS Term payable monthly in advance per end user with a unique login account allocated to each end user connected to the Service. Additional end user licenses can be purchased and added as and when required to expand the number of end users connected to a Service. 1.3 “SaaS Term” means the period during which the Services and access to the Software will be provided by Dictalogic to the Client, including the Initial Term and any Renewal Terms (as each is defined in Section 8.1). 1.4 “Services” means the hosting, maintenance, support and other services provided by Dictalogic pursuant to these Terms and Conditions. 1.5 “SaaS” means Dictalogic Software as a Service offering that is based on Dictalogic’s proprietary software and provisioned as a service by Dictalogic. It can be used to support various different use cases in the area of cloud digital dictation. Depending on the use case, the Client can access SaaS using a web browser, or through a software application which is separately installed onto mobile devices. 1.6 “User Documentation” means Dictalogic user documentation relating to the SaaS. 2. WEB-BASED LICENSE Dictalogic grants to the Client, and the Client accepts, a non-transferable, non-exclusive license and right to access the SaaS via the Internet and use the SaaS and the User Documentation only as authorized in these Terms and Conditions, for the purpose of enabling its business operations during the SaaS Term. The SaaS will be managed by Dictalogic (as described in Section 3) and accessed and used by Client through the use of the Internet and Client’s computers and mobile devices. 3. ACCESSIBILITY Dictalogic will make the SaaS available for Client’s use during the SaaS Term on Client’s computer systems that meet the Dictalogic System Recommendations for accessing the SaaS that Client acknowledges it has reviewed. Dictalogic will provide Client with secure access to the latest supported version of the SaaS via the Internet on a 24x7 basis (excludes scheduled downtime), except for scheduled on-going maintenance as required and scheduled in advance by Dictalogic. 4. LIMITATIONS Any Client’s employees, or any other party using the SaaS on behalf of the Client accessing Client Content, accessing or using the SaaS have to have valid license. 5. USER RIGHTS AND LIMITATIONS By accessing and using the SaaS through the Service provisioned, Client will: • comply with applicable laws • comply with codes of conduct or other notices provided by Dictalogic; • keep its password/s and other authentication details secret; • promptly notify Dictalogic if it learns of a security breach or unauthorized access related to the Service. Client may not: • use the Service in any way that harms Dictalogic or its Affiliates, resellers, distributors and/or vendors (collectively, the “Dictalogic parties”), or any customer of a Dictalogic party or the Service or other Users of the Service; • engage in, facilitate, or further unlawful conduct; • damage, disable, overburden or impair the Service (or the networks connected to the Service) or interfere with anyone’s use and enjoyment of the Service; • resell or redistribute the Service, or any part of the Service • use any unauthorized automated process or service to access and/or use the Service, however, periodic automated access to the Service for report creation or scheduling is permitted; • use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service or work around any of the technical limitations in the Service; • modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Service or in any technology, or system used by Dictalogic in connection with providing the Service. • copy any ideas, features, functions or graphics of the Service. 6. SERVICE FEES Dictalogic (or its approved Reseller) shall enter into a commercial contract with the Client detailing all costs, consumption of services, support levels. Upon a signed commercial contract, Dictalogic will provide all agreed services and support as per commercial contract. In order to access and use the SaaS, Client shall pay a “Subscription Fee” communicated to the Client on a monthly basis during the SaaS Term. The Subscription Fee is fixed for the agreed contractual term. If Subscription Fees are not paid in accordance with the provisions hereof and any additional terms of payment communicated to Client by Dictalogic, all further access to the Service will be blocked with notice. Dictalogic shall send to Client an invoice in respect of the Subscription Fee. All invoices are payable within the terms specified in the invoice by Dictalogic after the date thereof unless otherwise agreed in writing. 7. TERM AND TERMINATION 7.1 Term The SaaS Term will commence when Dictalogic makes the SaaS available to the Client via the Internet as contemplated by Section 2 (“Web-based license”) above. The SaaS Term shall continue in effect for a period of twelve (12) months (the “Initial Term”), unless earlier terminated as provided in these Terms and Conditions. 7.2 Termination for Breach Notwithstanding Section 7.1, either Client or Dictalogic may terminate the SaaS Term as a result of a material breach of these Terms and Conditions by the other party, if (a) such party provides written notification to the other party of the material breach, and (b) such material breach is not resolved within thirty (30) days of notification, or, in the case of a failure to pay fees in a timely manner by Client. For purposes of this Section, a material breach by Dictalogic includes a failure to provide the service for one month. If a breach described in the preceding sentence occurs, Client shall have to right to forego termination. 7.3 Termination for Convenience Subject to Section 7.4 (Effect of Termination) below, Client has the right to terminate this contract at any time after the expiry of the agreed contract by providing three months’ notice whereby the termination will be effective. 7.4 Effect of Termination In the event the SaaS Term is terminated by Client for convenience or by Dictalogic as a result of a material breach by Client prior to the completion of the Initial Term or any Renewal Term, Client shall pay Dictalogic the remaining balance of Subscription Fees owed for the entire contract term. Both parties acknowledge that this payment represents a reasonable estimate of Dictalogic’s damages in the event of an early termination. In the event of termination of the SaaS Term for any reason, Client’s access and use of the Software shall cease immediately, and the provisions of Sections 13, 16, 17 and 18 shall survive. 8. MAINTENANCE WINDOWS Dictalogic and/or its hosting or telecommunications vendor(s) may perform system maintenance during the following “Maintenance Windows”, and Dictalogic will announce upgrades and all planned outages in advance. 9. AVAILABILITY Dictalogic targets to provide 99.2% “availability” to the Software during the SaaS Term, calculated on a monthly basis. Possible software bugs, errors or other problems are not relevant to availability and are addressed under Section 11 below. 10. SUPPORT – 24 hours every day of the year Dictalogic will provide technical support via e-mail and phone. Technical support services are provided during business days and hours, excluding national holidays of the reporting client’s office. Dictalogic will categorize support request as follows: Priority 1 - Fatal Software Issue – Response 30 mins Companywide catastrophic failure with no functionality from the Service. Maximum 24-hours to fix. Priority 2 - Limited Functionality of the Software – Response 1 hour. Example, a group of users are not able to use functionality or a feature is not working. Maximum 2 days to fix Priority 3 - Annoying Functionality A single user is experiencing difficulty through a functionality issue. Maximum 3 days to fix Priority 4 - Enhancement Request Prioritized according to feature requests, may be implemented in a future Software release. 11. UPGRADES Dictalogic will install software upgrades/releases/patches/fixes, as they are made available at no charge during the SaaS Term. Dictalogic will determine and announce upgrades as described in Section 8 of these Terms and Conditions. 12. CLIENT RESPONSIBILITIES Client is responsible for administering and granting of rights to its users using the admin console provided. Client is also responsible for ensuring that its users comply with these Terms and Conditions with respect to use of the SaaS and related Services. Client shall provide connectivity and security to the Internet for its location(s) for purposes of providing adequate access to the Dictalogic service. Dictalogic shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by Client in accessing the Internet to access the Software. 13. INTELLECTUAL PROPERTY RIGHTS Client agrees that the SaaS, related User Documentation and related Services are proprietary products and services and that all rights, title and interest in and to the SaaS, related User Documentation and related Services, including all associated intellectual property rights, are and shall at all times remain with Dictalogic Ltd. The Dictalogic software empowering SaaS and related Client installable software modules contain trade secrets and proprietary information owned by Dictalogic, is protected by UK copyright laws and international trade provisions. The Client must treat the SaaS and related mobile Client installable applications like any other copyrighted material and Client may not copy or distribute the software or the User Documentation, electronically or otherwise, for any purpose. Client hereby grants to Dictalogic a non-exclusive right to use all Client Content as necessary solely for the purposes of provisioning the SaaS and related Services to Client and its authorized users pursuant to these Terms and Conditions. In all usage situations all right, title and interest in and to the Client Content remains with the Client. 14. OTHER RESTRICTIONS Use of the SaaS is restricted to use by the specific licensing entity only, and only in the context of the Client Content. Client may not use the SaaS for the benefit of any third parties or provide service bureau. Client may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code the SaaS related Client installable software. The SaaS and Client Content shall not be used for any commercial purpose beyond the functionality offered by the SaaS. Except as may be permitted in section 5 consistent with Dictalogic’s permissions for the SaaS, the Client hereby agrees, represents and warrants to Dictalogic that it will not access or use the SaaS for any purpose that is unlawful or prohibited by these terms, conditions, and notices. 15. WARRANTIES 15.1 Mutual Warranties Each party warrants that (i) it has the right and power to enter into these Terms and Conditions, and (ii) it will comply with any applicable laws and regulations pertaining to these Terms and Conditions. 15.2 Dictalogic Limited Warranty Dictalogic warrants that the provisioning of the SaaS and related Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. 15.3 Remedies If during the Warranty Period the SaaS fails to comply with the Warranties set forth above, Dictalogic's entire liability and Client’s exclusive remedy will be either a) repair or replacement of the SaaS, or if in Dictalogic’s opinion such repair or replacement is not possible, then b) termination of the SaaS Term and a refund of any Subscription Fees paid for the SaaS. This limited warranty is void if failure of the SaaS has resulted from accident, abuse, misuse or negligence of any kind in the use, handling or operation of the Software, including any use not consistent with the User Documentation or Dictalogic training. Dictalogic's entire liability and Client’s exclusive remedy for any breach of warranty with respect to the Services related to the SaaS as described above shall be Dictalogic repeating the Services performed. 15.4 Disclaimers Any written or oral information or representations provided by Dictalogic agents, employees, resellers, consultants or service providers with respect to the use or operation of the SaaS will in no way increase the scope of Dictalogic’s warranty. Dictalogic and its suppliers exercise no control whatsoever over the content of the information passing through their systems. Client and users must exercise their own due diligence before distributing and/or relying on information available on the Internet, and must determine that they have all necessary rights to copy, publish, or otherwise distribute such information under copyright and other applicable laws. Dictalogic does not and cannot warrant the performance or results obtained by client in using the SaaS due their infrastructure restrictions. 16. CONFIDENTIAL INFORMATION 16.1 Definition The term “Confidential Information” shall mean: (i) any and all information which is disclosed by either party (“Owner”) to the other (“Recipient”) verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, the pricing, of the Services and any proposals or other documents that preceded these Terms and Conditions. Confidential Information may include, but not be limited to, personal information (individual name, address, contact information), organization, credit card information, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, financial information, confidential information concerning any of Owner’s past, current or future plans and initiatives, and confidential information concerning Owner’s business or organization. In addition, Confidential Information may include information concerning any of Owner’s past, current, or possible future products or methods, including information about Owner’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software). 16.2 Treatment of Confidential Information Owner’s Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under nondisclosure provisions no less restrictive than in this Section and who have a justified business “need to know”. Client shall protect the deliverables resulting from Services with the same degree of care. These Terms and Conditions impose no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of these Terms and Conditions; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure. 16.3 Rights and Duties The Recipient shall not obtain, by virtue of these Terms and Conditions, any rights, title, or interest in any Confidential Information of the Owner. Within fifteen (15) days after termination of the SaaS Term all copies of Confidential Information in any form, including partial copies, have been destroyed, returned, or used solely as the Owner so directs. 16.4 Publicity Notwithstanding this Section 16 (“Confidentiality”), prior written approval will be requested by Dictalogic to reference Client as a customer as part of its own sales and marketing activities. 17. INDEMNITY 17.1 By Dictalogic Dictalogic shall indemnify and defend Client against any third party claims that the SaaS or related Client installable software made available to Client by Dictalogic infringe any copyright during the SaaS Term, provided that Dictalogic is given prompt notice of such claim and is given information, reasonable assistance, and the sole authority to defend or settle said claim. In the defence or settlement of any claim relating to infringing Saas or related Client installable software, Dictalogic shall, in its reasonable judgment and at its option and expense: (i) obtain for Client the right to continue using the SaaS or related Client installable software; (ii) replace or modify the SaaS or Client installable software so that it becomes non-infringing while giving substantially equivalent functionality; or (iii) if Dictalogic determines the remedies in (i) or (ii) are not commercially reasonable, as its sole obligation, terminate the SaaS Term. Dictalogic shall have no liability to indemnify and defend Client to the extent (i) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Client; (ii) the alleged infringement is the result of a modification made by anyone other than Dictalogic; or (iii) Client uses the SaaS or related Client installable software other than in accordance with these Terms and Conditions or any documentation delivered by Dictalogic. This Section states Dictalogic’s entire liability and Client’s sole and exclusive remedy for claims relating to infringement. 17.2 By Client Client shall indemnify and defend Dictalogic against any claims resulting from the use of the Software, or Services; (i) that any Client Content (including without limitation content provided by Client for inclusion on a donation site) infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, intellectual property, trade secrets or licenses; or (ii) arising from or relating to Client’s or its users’ failure to comply with these Terms and Conditions. 18. LIMITATION OF LIABILITY Except for the indemnification for third party claims provided in section 17, Dictalogic’s maximum liability for any action arising under these terms and conditions, regardless of the form of action and whether in tort, Contract or other form of liability, shall in no event exceed the fees paid by client. In no event shall Dictalogic be liable for indirect, special, incidental, or consequential damages of any kind, including without limitation, lost data, lost profits, opportunities or contributions, loss of use, good will, business Interruption, cost of cover, or other pecuniary or nonpecuniary loss, however arising, even if dictalogic has been advised of the possibility of such damages. Dictalogic shall have no liability or responsibility in the event of any loss or interruption in access to the SaaS or related client installable software due to causes beyond its reasonable control or foreseeability, such as loss, interruption or failure of telecommunications or digital transmissions and links, internet slowdown or failures. The parties agree to the allocation of risk set forth herein. 19. FORCE MAJEURE Except for Client’s obligation to pay Dictalogic, neither party shall be liable for any failure to perform its obligations under these Terms and Conditions if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government freight or other embargoes, weather conditions or any failures by Dictalogic’s subcontractors or suppliers. 20. NOTICES All notices or other communications referenced under these Terms and Conditions shall be made in writing by email. These Terms and Conditions shall be governed by British law. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with British Law. Any decision in arbitration shall be final and binding upon the parties. Notwithstanding the above, Dictalogic may sue in any court for infringement of its proprietary or intellectual property rights. 21. MISCELLANEOUS Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. If any provision of these Terms and Conditions are held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of these Terms and Conditions will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. These Terms and Conditions set forth the entire agreement between the parties with respect to the subject matter hereof and all other agreements, representations, communications and understandings, both oral and written, are superseded hereby.