TERMS AND CONDITIONS

Last updated September 01, 2023

MIKA US CORP

External Software Usage Policy

This External Software Usage Policy (the “Policy”) pertains to any Client that contracts with Mika Health to use Mika Health’s Services. In addition to any and all obligations stated in any Agreement signed between Client and Mika Health, this Policy outlines additional terms and conditions with which Client must comply in order to use Mika Health’s services. Client understands that by entering into an Agreement with Mika Health and accepting the Mika Health Suite Key to use Mika Health’s Services to perform background checks, Client agrees to abide by this Policy and that failure to comply with this Policy shall be deemed a breach of the Agreement between Client and Mika Health.

Definitions

Mika Health’s Services – Mika Health has created software that can perform inventory management, predictive PAR forecasting and price comparison across medical and dental products

Client – Any entity or individual that signs an Agreement with Mika Health is a Client of Mika Health

Agreement – Any relationship between Mika Health and another party (Client) will be governed by terms and conditions within an Agreement, which includes any and all relevant Service Level Agreement

Termination Date – When Mika Health and Client terminate any contractual relationship, a Termination and Settlement Agreement will be executed between the parties that will state the Termination Date, which is the date in which Mika Health will cease providing any services to Client

Use of the Mika Health Suite

Compliance with all applicable laws and regulations

Client agrees to comply with all applicable laws, regulations, and third party rights in any and all relevant jurisdictions while using the Mika Health Suite. Client will not use the Mika Health Suite to promote or engage in any illegal activities. Furthermore, Client will not use the Mika Health Suite to violate any third party rights.

Prohibitions on Use of the Mika Health Suite

In addition to not using the Mika Health Suite to break any applicable laws and regulations, Client shall refrain from engaging in the following prohibited activities. Client shall not access the Mika Health Suite in order to introduce to Mika Health’s Services any worms, viruses, or any other item of a destructive nature. Client shall not access the Mika Health Suite to interfere with or disrupt the Mika Health Suite or the servers or networks providing the Mika Health Suite. Client shall not use the Mika Health Suite to remove, obscure, or alter any Mika Health terms of service or any links to or notices of those terms.

Security

Client is responsible for maintaining the security of the Mika Health Suite and will not make it available to any third party any login credentials including, but not limited to, any key, password, or token to the Mika Health Suite. Client shall use industry-standard security measures to prevent unauthorized access or use of the Mika Health Suite whether by worms, virus, or any other harmful means. In the event that Client reasonably believes that there has been any unauthorized access to the Mika Health Suite, Client must immediately notify Mika Health and cooperate with Mika Health in any way necessary.

Mika Health monitoring of Client use of Mika Health Suite

Client understands and agrees that Mika Health may, if it so desires, monitor use of the Mika Health Suite in order to ensure quality and improve Mika Health’s Services. Monitoring includes, but is not limited to, accessing the Mika Health Suite. Client shall not interfere with Mika Health’s monitoring.

Updates to the Mika Health Suite

Mika Health may update the Mika Health Suite at any time in its sole discretion, and Client is obligated to use the most current version.

Termination of Use of the Mika Health Suite

In the event that the Agreement between Client and Mika Health is terminated for any reason, Client must cease using the API on the Termination Date. On this Termination Date, Mika Health will cease providing services and access to the Mika Health Suite to Client. In addition, Mika Health will rotate the relevant Mika Health Suite Key.

Content

Mika Health owns the Mika Health Suite and Client shall have no ownership interest whatsoever in the Mika Health Suite. Client owns the input data as well as the output data (Client Reports). Mika Health owns all processed data.