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Terms of Service

Last Updated: July 06, 2026 · Version 1.0

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

MOONRISE MEDICAL INC. DBA JILLOGRAM (“JILLOGRAM”, “WE”, “US”, “OUR”) OWNS AND OPERATES THE WEBSITE LOCATED AT (www.jillogram.ai) (THE “WEBSITE”) AND THE JILLOGRAM APPLICATION, AN AI-POWERED CLINICAL DOCUMENTATION AND REPORTING PLATFORM AND THE UNDERLYING PLATFORM AND SUPPORTING SOFTWARE (TOGETHER, THE “SOFTWARE”). THESE TERMS OF SERVICE, INCLUDING SCHEDULES AND ANY DOCUMENTS INCORPORATED HEREIN (COLLECTIVELY THIS “AGREEMENT”) GOVERN CUSTOMERS’ (AS DEFINED BELOW) AND ALL USERS’ (AS DEFINED BELOW) ACCESS TO AND USE OF THE SOFTWARE, THE WEBSITE, AND ANY OTHER PRODUCTS OR SERVICES THAT MAY BE OFFERED BY JILLOGRAM FROM TIME TO TIME (COLLECTIVELY, THE “SERVICES”), INCLUDING USERS WHO VIEW THE CONTENT AVAILABLE THROUGH THE SERVICES, AND USERS (AS DEFINED BELOW) WHO USE AND SUBMIT INFORMATION VIA THE SOFTWARE. THE TERMS “YOU” OR “YOUR” REFER TO (I) CUSTOMER (AS DEFINED BELOW); AND (II) USERS. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH IN THESE TERMS OF SERVICE.

IF A CUSTOMER REGISTERS FOR A FREE TRIAL OF JILLOGRAM SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY TAKING ACTION TO INDICATE ACCEPTANCE OF THIS AGREEMENT, WHETHER BY (1) CLICKING A BOX IN A WEBPAGE OR OTHER ONLINE FORM INDICATING ACCEPTANCE OF THIS AGREEMENT, (2) EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR (3) USING THE SERVICES, YOU INDICATE THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE SERVICES.

You acknowledge that this Agreement (other than the BAA) may be amended by Jillogram from time to time at our sole discretion. If we make changes to this Agreement, we will notify you by updating the “LAST UPDATED” date at the top of this Agreement. Amendments will be effective immediately upon the posting of the updated Agreement. Your continued use of the Services after we post the updated Agreement constitutes your acceptance of the changes and your consent to be bound by the Agreement, as amended. IF YOU DO NOT AGREE TO THE AMENDED AND UPDATED TERMS OF SERVICE, YOU MUST STOP USING THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Jillogram’s direct competitors are prohibited from accessing the Services, except with Jillogram’s prior written consent.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means together these terms of service, the applicable Order, and any additional terms incorporated by reference through these terms of service.

“Business Associate Agreement” or “BAA” means Jillogram’s standard form Business Associate Agreement, as set out at https://www.jillogram.ai/baa.

“Confidential Information” has the meaning given to it in Section 7 below.

“Customer Data” means electronic data, materials, content and information submitted by or for Customer to the Services.

“Customer”, “you” or “your” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Orders.

“De-Identified Data” refers to any data that has been de-identified and from which all Confidential Information of any Customer has been removed, including without limitation by the removal of associated information that identifies or could reasonably be used to identify an individual person or entity, including without limitation Customer. De-Identified Data does not form part of Customer Data.

“Documentation” means the applicable Service’s documentation and its usage guides and policies, as updated from time to time, accessible via login to the applicable Service.

“HIPAA” means The Health Insurance Portability and Accountability Act of 1996 and any associated regulations.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Jillogram or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Services” means the Software, Website, and any other products or services that may be offered from time to time by Jillogram. The Services do not include Third Party Applications.

“Third Party Application” means those external third party applications or other form of web-based services that Customer may choose to integrate with the Services at its sole discretion and which integrations are supported by the Services, as further described in the Documentation.

“User” means any individual who accesses or uses the Services, including any individual for whom Customer has purchased a subscription or multiple subscriptions to entitle Customer to make the Service available to such users.

2. Jillogram Responsibilities

2.1 Provision of Services

Jillogram will (a) make the Services available to Customer pursuant to this Agreement and the applicable Orders, (b) provide applicable Jillogram standard support for the Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Jillogram shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Jillogram’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Jillogram employees), Internet service provider failure or delay, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Jillogram’s provision of its Services to its Customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement and the applicable Order.

2.2 Protection of Customer Data

Jillogram will maintain appropriate administrative, physical, and technical safeguards designed for the protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users), and end-to-end encryption of data between your devices and AI Services (TLS 1.2 or higher). Where the processing of Customer Data is subject to HIPAA, it will be handled in accordance with Jillogram’s applicable Business Associate Agreement, which is hereby incorporated by reference. The Services are designed and operated in compliance with applicable healthcare and privacy regulations, including but not limited to HIPAA, the Health Information Technology for Economic and Clinical Health Act, the Personal Information Protection and Electronic Documents Act, and the Personal Health Information Protection Act of Ontario. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Jillogram will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, Jillogram will have no obligation to maintain or provide any Customer Data.

2.3 AI Services

In order to provide the Services, Jillogram relies upon, integrates and uses artificial intelligence-powered services (“AI Services”) that are not owned by Jillogram, such as Microsoft Azure OpenAI Service, DeepGram and such other third party AI Services as Jillogram may adopt from time to time. Customer acknowledges that the use and enabling (as applicable) of any such AI Services will be subject to any terms which govern and/or apply to such AI Services. Jillogram selects AI Services with HIPAA-compliant infrastructure and maintains active Business Associate Agreements with each AI Service provider. Jillogram will opt out of the retention of Customer Data by any third-party provider of such AI Service or the use of Customer Data for training purposes by such third-party provider. As between Jillogram and Customer, the output that Customer generates using AI Services is Customer Data.

3. Eligibility and Account Registration

3.1 Individual Users

By agreeing to these Terms of Service as an individual, you represent and warrant to us that:

  1. you are at least 18 years of age;
  2. you are a licensed healthcare professional authorized to access and process patient health information under applicable law;
  3. you have not previously been suspended or removed from the Services; and
  4. your registration and use of the Services are in compliance with any and all applicable laws and regulations.

3.2 Organizational Users

If you are agreeing to these Terms of Service on behalf of a clinic, hospital, health system, or other organization, you represent and warrant to us that:

  1. you have the full authority to bind the organization;
  2. your organization accepts responsibility for all of its Users and their activities;
  3. you will ensure that all of your Users comply with this Agreement;
  4. you will maintain an up-to-date list of the Users that you designate to access and use the Services and will promptly notify Jillogram of any changes to such list.

3.3 Prohibition

You may not access or use the Services if:

  1. you do not agree to these Terms of Service;
  2. you are not duly authorized to enter into this Agreement for any reason;
  3. you are prohibited from accessing or using the Services by applicable law.

3.4 Account Registration

To use the Services, Customer must register and open an account through the Website or as otherwise directed by Jillogram (“Account”). You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms, including but not limited to your name, organization name, e-mail, and password. The Services require an internet connection.

3.5 Account Security

You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party, and you (and your organization, if applicable) are responsible for any use or misuse of the Services performed through your Account (including by any third party). If you think the security of your Account or any data provided during the registration of your Account has been compromised, please contact us immediately using the contact information in Section 13.12. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until a resolution has been determined. Jillogram cannot, and will not, be responsible or liable for any loss or damage arising from your failure to comply with the requirements in this Section.

3.6 Audit Rights

Jillogram shall have the right to use the capabilities of the Services to confirm the number of Users using the Services and Customer’s compliance with this Agreement. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of our Users and the public.

4. Use of Services

4.1 Subscriptions

Unless otherwise provided in the applicable Order or Documentation, (a) Services are purchased as subscriptions for the term stated in the applicable Order or in the applicable online purchasing portal, (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Jillogram regarding future functionality or features.

4.2 Usage Limits

Services may be subject to usage limits specified in Orders. Use in excess of any usage limits may result in additional fees payable in accordance with the “Invoicing and Payment” section below.

4.3 Customer Responsibilities

Customer will (a) be responsible for its Users’ compliance with this Agreement, Documentation Orders, and all activities that occur under its Users’ accounts, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer’s use of Customer Data with the Services, (c) be responsible for obtaining all required patient authorizations and informed consents before submitting any patient information; (d) be responsible for the interoperation of any Third Party Applications with which Customer uses Services, (e) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Jillogram promptly of any such unauthorized access or use, (f) use Services only in accordance with this Agreement, Orders, HIPAA, applicable privacy laws, professional standards, and any and all other applicable laws and government regulations (including without limitation those related to spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity or defamation); (g) be responsible for reviewing, verifying, and correcting all transcriptions, summaries, reports, and any other outputs generated by the Services before making any use of such outputs; (h) ensuring that the Services are used only under appropriate supervision and never as a standalone diagnostic or treatment tool; and (i) Customer shall not use any functionality of the Services to distribute or make available any Customer Data to any persons other than in accordance with applicable law.

4.4 Usage Restrictions

Customer will not (a) use the Services for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order, (b) sell, resell, license, sublicense, distribute, rent or lease the Services, or include the Services in a service bureau or outsourcing offering, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use the Services to access, copy or use any of Jillogram intellectual property except as permitted under this Agreement, an Order, or the Documentation, (h) modify, copy, or create derivative works of the Services or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Services, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile any part of the Services or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent, (k) engage in any use that violates HIPAA, any applicable privacy and/or healthcare law, or any other illegal, fraudulent, or harmful activity of any kind, (l) deploy the Services without appropriate clinical supervision and safeguards, nor (m) submit any information for which you have not obtained all required consents and authorizations, including with regard to patients.

4.5 Third Party Applications

If Customer chooses to integrate the Services with any Third-Party Applications, acquisition by Customer of such, and any exchange of data between Customer and such Third-Party Applications is solely between Customer and the applicable third-party provider. Jillogram does not warrant or support Third Party Applications or other third-party products or services. Jillogram is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Application or its provider, nor for any act or omission of such third-party provider.

4.6 Modification of the Services

Jillogram may continuously update or modify the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that Jillogram may make some capabilities unavailable from time to time due to maintenance. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Jillogram may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Services.

4.7 Improvement and Debugging of the Services

Customer acknowledges that Jillogram may access system and usage data for the purposes of improving, debugging, and optimizing the Services. Access will be limited to anonymized or pseudonymized data where possible, and where access to Customer Data is necessary, Jillogram will limit such access to what is required to troubleshoot technical issues or validate system functionality.

Customer and its Users may provide explicit consent for Jillogram to access identifiable data for extended improvement, refinement, and development of the Services. Consent for such access is voluntary, auditable, and may be revoked at any time. All access to such data will be performed by Jillogram’s authorized personnel only and logged to ensure compliance with applicable healthcare and privacy regulations.

5. Fees and Payment

5.1 Fees

Customer will pay all fees specified in Orders or otherwise agreed upon in writing between Jillogram and Customer. Jillogram reserves the right to change or update its fees for the Services on Customer’s next monthly (or other agreed upon regular interval) invoice at any time with written notice to the Customer. Continued use of the Services after the effective date of changes/updates to fees will constitute acceptance of the updated fees. Except as otherwise specified herein or in an Order, (a) fees are based on Services subscriptions purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are non-refundable except as described in Section 12.5, and (c) quantities purchased cannot be decreased during the relevant subscription term.

5.2 Invoicing and Payment

Jillogram will invoice Customer on a monthly basis in advance of the provision of the Services, unless another regular interval is otherwise specified in the applicable Order agreed upon between Jillogram and Customer. Unless otherwise stated in an applicable Order, invoiced fees are due on the invoice date, and where payment is made by credit card invoices may not be issued in advance. Customer is responsible for providing complete and accurate billing and contact information to Jillogram and notifying Jillogram of any changes to such information.

5.3 Suspension of Service and Acceleration

If any charge properly owing by Customer under this or any other agreement for services is 30 days or more overdue, Jillogram may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that Jillogram will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

5.4 Payment Disputes

Jillogram will not exercise its rights under the “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.5 Taxes

Jillogram’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Jillogram has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Jillogram will invoice Customer and Customer will pay that amount unless Customer provides Jillogram with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Jillogram is solely responsible for taxes assessable against it based on its income, property and employees.

6. Proprietary Rights and Licenses

6.1 Reservation of Rights by Jillogram

Subject to the limited rights expressly granted hereunder, Jillogram, its Affiliates and its licensors reserve all of their right, title and interest in and to the Services, including all software, algorithms, models, interfaces, Documentation, and related materials, and all related intellectual property rights. The Services are licensed to you, not sold. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2 License by Customer to Jillogram

As between Jillogram and Customer, Customer and its licensors retain all rights, title, and interest in and to all Customer Data, including all intellectual property rights therein. Customer grants Jillogram, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Customer Data, as appropriate for Jillogram to provide, improve, and ensure proper operation of the Services and associated systems in accordance with this Agreement. For clarity, all Customer Data and outputs from the Services shall be owned by the Customer and not its Users. If Customer chooses to use a Third Party Application with the Services, Customer grants Jillogram permission to allow such Third Party Application and its provider to access Customer Data and Customer Content as appropriate for the interoperation of that Third Party Application with the Services. Subject to this Section, the limited licenses granted herein and Section 6.7, Jillogram acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data or Customer Content.

6.3 Data Retention

Jillogram shall retain data in the course of offering the Services as follows:

  1. Customer may configure a data retention policy within the Services to be applied across their organization with agreement with Moonrise (“Customer Data Retention Policy”). Jillogram will delete Customer Data as specified in such data retention policy, and any deletion undertaken under such data retention policy will be permanent and will not include a recovery period.
  2. If any Customer Data is deleted by a User, Jillogram will retain it for a 30-day recovery period during which User and Customer will be able to recover that Customer Data. After the recovery period has elapsed, Jillogram will permanently delete the Customer Data.
  3. Voice and/or audio recordings are deleted immediately following transcription and never written to persistent storage.
  4. Transcripts, clinical input (including DICOM SR) and clinical reports are retained until deleted by User or Customer, or for as long as permitted under Customer’s Data Retention Policy, where applicable.
  5. Any Customer Data transmitted to AI Services will not be retained by operators of such AI services for training.

6.6 License by Customer to Use Feedback

Customer grants to Jillogram and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Jillogram’s or its Affiliates’ services (“Feedback”). You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Jillogram and shall promptly inform Jillogram as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you. You also agree that we are not subject to any confidentiality obligations in respect to any Feedback.

6.7 De-Identified Data

Jillogram may create De-identified Data derived from Customer Data or otherwise arising from your interaction with and use of the Services, subject to applicable privacy laws. Such De-Identified Data shall not be capable of referencing back to an identifiable individual or customer. As between Customer and Jillogram, Jillogram shall own all rights interest and title in and to such De-Identified Data free from encumbrance. Without limiting the foregoing, Jillogram may use, reproduce, modify, commercialize, and otherwise exploit such De-Identified Data for any lawful purpose, including but not limited to developing, training, improving, and commercializing its products and services, provided that such data does not identify Customer or any individual.

6.8 Beta Testing and Feedback

Jillogram may offer pre-release, beta, or trial versions of the Service (“Beta Versions”) for testing and evaluation purposes. By using a Beta Version, you acknowledge and agree that: The Beta Version may contain bugs, errors, or other issues that could cause system failures or data loss. The Beta Version may not include all features or functionality that will be available in the final release of the Service. Jillogram has no obligation to provide support or updates for the Beta Version. You agree to provide feedback and report any issues you encounter with the Beta Version to Jillogram. Your feedback and suggestions may be used by Jillogram to improve the Service, and you grant Jillogram a perpetual, royalty-free, irrevocable, and sublicensable license to use and incorporate your feedback and suggestions in any manner.

7. Confidentiality

7.1 Definition of Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Jillogram includes the Services and Content, and the terms and conditions of this Agreement and all Orders (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Jillogram services.

7.2 Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.

7.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. Representations, Warranties, Exclusive Remedies and Disclaimers

8.1 Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Jillogram Warranties

Jillogram warrants that during an applicable subscription term (a) Jillogram’s security Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Jillogram will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) Jillogram will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

8.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, JILLOGRAM MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND, JILLOGRAM MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, (B) THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. JILLOGRAM DOES NOT GIVE ANY WARRANTY OR REPRESENTATION IN RESPECT OF THE ACCURACY, COMPLETENESS OR SUITABILITY OF ANY OUTPUT FROM THE SERVICE — CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY CHECKING AND VERIFYING THE ACCURACY, COMPLETENESS OR SUITABILITY OF ANY OUTPUT FROM THE SERVICE AND IS SOLELY RESPONSIBLE FOR TAKING OR ABSTAINING FROM ANY ACTION IN RESPONSE TO ANY OUTPUT FROM THE SERVICE.

CUSTOMER ACKNOWLEDGES THAT THE SERVICE USES THIRD PARTY PROVIDERS (THE “THIRD PARTY PROVIDERS”). WE RESERVE THE RIGHT TO CHANGE OUR THIRD PARTY PROVIDERS AT ANY TIME. CUSTOMER’S USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE THIRD PARTY PROVIDERS, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JILLOGRAM SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE THIRD PARTY PROVIDERS. CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT JILLOGRAM IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF SUCH THIRD PARTY PROVIDERS, AND THAT JILLOGRAM COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED IF IT WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH THIRD PARTY PROVIDERS.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE NOT INTENDED TO PROVIDE, OR BE THE BASIS FOR, OR OTHERWISE CONTRIBUTE IN ANY MANNER TO THE DEVELOPMENT OF, ANY TREATMENT DECISIONS FOR INDIVIDUAL PATIENTS OR GROUPS OF PATIENTS. IN ACKNOWLEDGEMENT OF THE FOREGOING, THE CUSTOMER AGREES THAT IT (AND ITS USERS) MUST REVIEW, CONTEXTUALIZE, AUTHORIZE AND APPROVE FOR ITS OWN CLINICAL USE, ANY SUCH SERVICES, CONTENT, OR OUTPUTS PROVIDED BY THE SERVICES, AND HEREBY INDEMNIFIES, RELEASES, AND FOREVER DISCHARGES JILLOGRAM FROM ALL MANNER OF CLAIMS WHATSOEVER BOTH IN LAW AND IN EQUITY AGAINST JILLOGRAM WHICH THE CUSTOMER EVER HAD, NOW HAS, OR HEREAFTER CAN, SHALL OR MAY HAVE FOR OR BY REASON OF THE USE OF OR OMISSION TO USE THE SERVICES, SUPPORT TOOLS, OR ANY OTHER PRODUCT OR SERVICE OFFERED BY JILLOGRAM. THE CUSTOMER SHALL ENSURE THAT IT AND ITS USERS USING THE SERVICES UNDER THIS AGREEMENT (I) CONFIRM THE ACCURACY AND COMPLETENESS OF THE OUTPUT FROM THE SERVICES; (II) APPLY REASONABLE CLINICAL JUDGEMENT WHEN USING THE SERVICES AND/OR ANY RESULTS OR OUTPUTS FROM SUCH SERVICES; AND (III) DO NOT RELY EXCLUSIVELY ON THE SERVICES AND/OR ANY RESULTS OR OUTPUTS FROM SUCH SERVICES WHEN APPLYING SUCH REASONABLE CLINICAL JUDGEMENT.

JILLOGRAM IS NOT A HEALTH INFORMATION CUSTODIAN UNDER THE PERSONAL HEALTH INFORMATION PROTECTION ACT, 2004. JILLOGRAM PROVIDES TOOLS THAT ALLOW USERS TO ORGANIZE AND SUMMARIZE INFORMATION THAT THEY CHOOSE TO PROVIDE IN THE SERVICES. USERS REMAIN SOLELY RESPONSIBLE FOR THE HEALTH INFORMATION THAT THEY SUBMIT TO THE SERVICES.

9. Indemnification

Customer will defend, indemnify, and hold harmless Jillogram and its subsidiaries, Affiliates, officers, agents, and employees (“Jillogram Parties”) against any claim, demand, suit, proceeding, allegation, damages, loss, liability, an expense (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Jillogram or any related party may sustain as a result of any acts, errors or omissions of Customer or its affiliates, Customer’s Admin, or End Users, including but not limited to: (i) breach of any of the provisions of these Terms, Additional Terms; (ii) negligence or other tortious conduct, or willful misconduct; (iii) breach of a third party’s intellectual property rights or rights under privacy laws; (iv) any violation by you of applicable law or regulation; or (v) claims arising in connection with Customer Data or Third-Party Services (each a “Customer Claim”); provided, that Jillogram: (a) promptly gives written notice of each Customer Claim to Customer; (b) gives Customer sole control of the defense and settlement of each Customer Claim (provided that Customer may not settle or defend any Customer Claim unless it unconditionally releases Jillogram Parties of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance in respect to each Customer Claim. The above defense and indemnification obligations do not apply if a Claim Against Jillogram arises from Jillogram’s breach of this Agreement, the Documentation or applicable Orders.

10. Limitation of Liability

10.1 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

10.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL JILLOGRAM OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CLINICAL DECISIONS MADE ON THE BASIS OF OUTPUTS FROM THE SERVICES, ERRORS OR OMISSIONS IN TRANSCRIPTIONS OR REPORTS, OR ANY SERVICE INTERRUPTIONS OR DISCONTINUATIONS, EVEN IF JILLOGRAM OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF JILLOGRAM’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10.3 Basis of the Bargain

THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT JILLOGRAM HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

11. Term and Termination

11.1 Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

11.2 Term of Subscriptions and Termination by Customer

The term of each subscription shall be as specified in the applicable Order. Except as otherwise specified in an Order, subscriptions will automatically renew at the end of each billing cycle for additional terms equal to the term of Customer’s initial subscription unless Customer gives Jillogram written notice (email acceptable) at least 30 days before the end of the relevant subscription term.

11.3 Termination for Cause

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4 Termination by Jillogram

Jillogram may, at its sole discretion, immediately suspend or terminate your access to and/or use of the Services at any time, with or without cause and without prior notice, for any reason. You acknowledge and agree that all terminations may be made by Jillogram in its sole discretion and that Jillogram shall not be liable to you or any third party for any termination of your access to the Services. Any termination of this Agreement by Jillogram shall be in addition to any and all other rights and remedies that Jillogram may have.

11.5 Effect of Termination

Upon termination for any reason, you will no longer be able to access the Software and the permissions, rights and licenses granted under this Agreement shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent Customer Data is in Jillogram’s possession, custody, or control, Jillogram will perform such deletion subject to the retention terms in Section 6.5, and upon your request, we will certify the same in writing. If this Agreement is terminated for cause by Customer in accordance with the Section 12.3 above, Jillogram will refund Customer any prepaid fees covering the remainder of the term of all Orders after the effective date of termination. If this Agreement is terminated by Jillogram in accordance with the Section 12.3 above, Customer will pay any unpaid fees covering the remainder of the term of all Orders to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Jillogram for the period prior to the effective date of termination.

11.6 Surviving Provisions

Any provisions which by their nature should survive the termination of this agreement will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as Jillogram retains possession of Customer Data.

12. General Provisions

12.1 Export Compliance

The Services, Content, other Jillogram technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Jillogram and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, or North Korea) or as may be updated from time to time or in violation of any U.S. export law or regulation.

12.2 Anti-Corruption

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.3 Entire Agreement and Order of Precedence

This Agreement, including all documents incorporated by reference herein, is the entire agreement between Jillogram and Customer regarding Customer’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) is void, and that the terms of this Agreement shall prevail. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

12.4 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

12.5 Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

12.6 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.7 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.8 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.9 Notices, Governing Law, and Venue

This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the Province of Ontario, without giving effect to any conflicts of laws’ statutes. For matters involving HIPAA, the applicable laws of the United States will apply to the extent required. Any controversy, dispute or claim arising out of or related to this Agreement shall first be addressed through good faith negotiations between the parties. If such controversy, dispute, or claim remains unresolved after 30 calendar days, it shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the Province of Ontario, pursuant to the Arbitration Act (Ontario). Any and all controversies, claims, demands, or disputes with Jillogram shall be resolved individually, without resort to any form of class action.

12.10 Time Limitation

To the maximum extent permitted by applicable law, any claim, demand, or proceeding arising out of or related to this Agreement, regardless of the form of action (whether in contract, tort, or otherwise), must be commenced within one (1) year after the day on which the claimant first knew, or ought reasonably to have known, of the facts giving rise to the claim, and any such claim not commenced within such period shall be irrevocably barred. The parties agree that this provision constitutes an express agreement to vary any otherwise applicable limitation period to the extent permitted under applicable law.

12.11 Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. Notice of amendments or updates to this Agreement will be given by updating the “LAST UPDATED” date at the top of this Agreement, and you will be deemed to have accepted any amendments or updates to this Agreement upon continued use of the Services.

12.12 Contact Information

Email: hello@moonrisemedical.com

Website: www.jillogram.ai

12.13 Agreement to Governing Law and Jurisdiction

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules.

12.14 Force Majeure

Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

Questions? Contact privacy@moonrisemedical.com