Last Updated: May 12, 2026

THIS SAAS AGREEMENT (THIS “AGREEMENT”) IS A BINDING AGREEMENT BETWEEN ENHANCEDCPETANALYTICS LLC, A CALIFORNIA LIMITED LIABILITY COMPANY WITH A PRINCIPAL PLACE OF BUSINESS AT 11111 SANTA MONICA BLVD, SUITE 2100, LOS ANGELES, CA 90025 (“eCPETa”) AND THE ENTITY (“CLIENT”) ACCEPTING IT.

YOU INDICATE YOUR ACCEPTANCE BY CLICKING A BOX INDICATING ACCEPTANCE. BY ACCEPTING THIS AGREEMENT, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT. IF THE PERSON ACCEPTING THIS AGREEMENT IS ENTERING INTO IT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

This Agreement is effective between eCPETa and Client as of the date of Client’s accepting this Agreement (the “Effective Date”).

WHEREAS, eCPETa is the provider of certain technologies, including website, installed and web-based applications and technologies (collectively, the “eCPETa Platform”);

NOW, THEREFORE, eCPETa and Client, desiring to be legally bound, agree as follows:

1. DEFINITIONS
   1. “Affiliate” means, with respect to a party, any entity that, directly or indirectly controls, is controlled by or is under common control with such party, where “control” is defined as the ownership of or the ability to direct the voting of at least fifty percent (50%) of the equity or beneficial interests of such entity.
   2. “Client Data” means the electronic data or information submitted, provided, uploaded, transmitted, imported, displayed, or otherwise made available by or on behalf of Client to eCPETa through the Services, including Personal Information.
   3. “Order” means any request made by Client through the Services for a specified number of Reports which has been accepted by eCPETa.
   4. “Personal Information” means information about an identified or identifiable natural person.
   5. “Reports” means any reports made available to Client through the Services.
   6. “Services” means all products and services provided by eCPETa pursuant to this Agreement, including, without limitation, the eCPETa Platform and Support Services.
   7. “Support Services” means the technical support, user support, platform administration, configuration, and other similar services to be provided by eCPETa to Client under this Agreement.
   8. “User” means any employee or contractor of Client who is authorized to use the Services under this Agreement.
2. SCOPE OF SERVICES
   1. Provision of eCPETa Platform. During the Term, eCPETa will host and make available to Client the eCPETa Platform for Client’s and its Affiliates’ internal business use by their Users, as further provided in this Agreement.  In the event that the parties enter into a Business Associate Agreement or a Data Processing Agreement, such Business Associate Agreement or Data Processing Agreement, as applicable, are hereby subject to, and incorporated into, this Agreement. All Client Data used to generate an individual Report is immediately deleted when such Report is downloaded.
   2. Service Requirements. eCPETa will make available to Client the current version of the eCPETa Platform, and shall promptly apply all new versions, patches, and updates made available to eCPETa’s other customers; provided that such changes do not decrease the security, features or functionality of the eCPETa Platform.
   3. Service Levels. In addition to the specific obligations under the Service Level Agreement attached hereto as Exhibit A, eCPETa will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.
   4. Data Security. eCPETa has implemented and will maintain reasonable administrative, technical, and physical safeguards designed to protect the eCPETa Platform and Client Data against accidental, unauthorized, or unlawful access, disclosure, destruction, alteration, loss, or misappropriation.
   5. Subcontractors. eCPETa may use subcontractors to provide certain elements of the Services. eCPETa shall be responsible for its subcontractors' acts and omissions to the same extent that eCPETa is responsible for its own acts and omissions under this Agreement.
3. CLIENT USE OF SERVICES
   1. Use of Services.
      1. Client will comply with all laws applicable to Client and Client’s use of the Services.
      2. Client will not, and will not permit any third party to: (A) modify, reverse engineer, disable, decompile, disassemble, or otherwise attempt to extract any or all of the source code from the Services; (B) disable, interfere with or circumvent any aspect of the Services; (C) interfere with or disrupt the security, integrity, or performance of the Services; or (D) perform any penetration test, or vulnerability scan without the prior written consent of eCPETa.
      3. During the Term, eCPETa hereby grants to Client and its Affiliates a limited, revocable (solely in accordance with the terms of this Agreement), royalty-free, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement), non-sublicensable (except to Client's and Client’s Affiliates’ respective service providers) right for Client and its Affiliates and all Users to access and use the Services in accordance with this Agreement.
      4. Client is responsible for its Users’ use of the Services and their compliance with the terms of this Agreement and the Acceptable Use Policy.  Personal information of Users will be processed in accordance with the eCPETa Privacy Policy.
   2. Suspension of Services. eCPETa may suspend Client’s and/or any User’s access to the Services immediately upon notice if: (i) Client is in material breach of this Agreement, including non-payment of Fees; (ii) Client’s use poses a security risk to the Services or any third party; (iii) Client’s use could adversely impact the Services or other customers; or (iv) required by law. eCPETa will use commercially reasonable efforts to restore access promptly once the issue is resolved.
4. PAYMENT
   1. Fees. Client will pay all fees set forth on the Services and an applicable Order (collectively, “Fees”). Except as expressly provided in this Agreement, eCPETa does not provide refunds.
   2. Payment and Invoicing. All Fees are due at the time an Order is placed. Client shall pay all undisputed Fees upon acceptance by eCPETa of each Order.
   3. Taxes. Client shall be solely responsible for all sales, use or other similar taxes levied by any governmental authority with respect to amounts payable to eCPETa under this Agreement which shall be separately itemized on each invoice; provided that Client is not responsible for any taxes based upon eCPETa’s net income, property or corporate franchise or if Client provides in writing documentation of an applicable exemption.
5. CONFIDENTIALITY
   1. Definition of Confidential Information. “Confidential Information” means all information that (i) is marked confidential, proprietary or secret, or bears another similar mark; or (ii) is unmarked and a reasonable business person would consider such information to be confidential based on the nature of such information and the circumstances of disclosure; and (iii) in each instance under clauses (i) and (ii), relates to the disclosing party or its Affiliates and is disclosed to or obtained by the receiving party in connection with this Agreement, whether before or after the Effective Date. Client’s Confidential Information includes all Reports and Client Data, including all Personal Information therein.  eCPETa’s Confidential Information includes the Services and all related documentation.
   2. Except as necessary to perform its obligations or exercise its rights under this Agreement, the receiving party shall not (i) use the disclosing party’s Confidential Information, or (ii) disclose the disclosing party’s Confidential Information to any third party. Each party shall exercise the same degree of care with the other party’s Confidential Information as it exercises with its own confidential and proprietary information, and in no event less than a reasonable degree of care.  The receiving party shall disclose Confidential Information only to those employees, service providers and agents who have a “need to know” in connection with this Agreement and who are subject to confidentiality and non-use obligations no less stringent than those contained in this Agreement.
   3. Except for Personal Information protected by applicable law, Confidential Information shall not include any information to the extent that the receiving party can reasonably demonstrate such information (a) is or becomes part of the public domain, other than as a result of the actions of the receiving party or its employees or contractors, (b) was already rightfully known to the receiving party as of the time it is disclosed to or obtained by the receiving party, (c) is subsequently learned from a third party not under a confidentiality obligation to the disclosing party, or (d) is independently developed by the receiving party without reference to the other party’s Confidential Information.
   4. Each party may disclose Confidential Information of the other party to comply with any applicable law or regulation, or in response to a lawfully issued subpoena or other court order, provided that the party being required to disclose Confidential Information shall (unless prohibited by applicable law), promptly upon receipt of such a request or court order, give written notice to the other party and provide reasonable assistance to the other party (at the other party’s expense) in seeking an injunction, protective order, or other relief to prevent disclosure.
6. PROPRIETARY RIGHTS
   1. eCPETa Ownership. eCPETa retains all right, title and interest in and to the Confidential Information of eCPETa and the Services. Except as provided below, Client will not acquire any right, title or interest in and to the Services.
   2. Client Ownership. Client retains all right, title and interest in and to all Client Data, Reports, and Confidential Information of Client (collectively, “Client Materials”). eCPETa will not acquire any rights in Client Materials.
   3. Enhancements to the Services. Excluding Client Materials, eCPETa will own and retain all right, title and interest in and to all improvements, enhancements or modifications to the Services. eCPETa may use Client Data for the purpose of improving the Services, provided that when doing so, eCPETa shall only use Client Data in an anonymized and aggregated way that does not permit reidentification, including by combination with another data set, of Client, Client’s Affiliates, or its and their respective Users, patients, or customers.
   4. Feedback. Client may provide suggestions, comments or feedback regarding the Services (“Feedback”). eCPETa may freely use and incorporate Feedback into the Services without restriction or obligation.
7. TERM AND TERMINATION
   1. Term. The term of this Agreement will begin on the Effective Date and will continue until six months after all Reports available to Client have been generated if Client has not Ordered additional Reports (the “Term”).
   2. Termination for Cause. Either party may terminate this Agreement if the other party materially breaches any of its obligations under the Agreement and fails to cure such breach within thirty (30) days following receipt of written notice by the breaching party specifying such breach.
   3. Termination for Bankruptcy. Additionally, either party may terminate this Agreement immediately upon written notice to the other party in the event that the other party becomes the subject of a petition for bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation which is not dismissed within 60 days, or if the party makes an assignment for the benefit of creditors.
   4. Consequences of Termination. Immediately upon the expiration or termination of this Agreement, (i) all Orders will automatically terminate; (ii) Client will cease using, and destroy all copies of, the Services and related documentation (excluding Reports); (iii) if Client terminates this Agreement due to eCPETa’s material breach, eCPETa will promptly issue a refund for all unused prepaid Reports; and (iv) except as provided in Section 7(e) below, each party will delete or return all Confidential Information of the other party in its possession or control.
   5. Survival. Sections 1, 4, 5, 6, 7(e), 9, 10, and 11 shall survive any expiration or termination of this Agreement as well as any provisions that by their nature are intended to survive such expiration or termination.
8. WARRANTIES
   1. Mutual Warranties.  Each party represents and warrants that (i) it has been duly authorized under applicable corporate laws to enter into this Agreement, and (ii) it will comply with all applicable laws in its performance hereunder.
   2. eCPETa Warranties.  eCPETa warrants that (i) it shall perform all Services in a professional, workmanlike manner; and (ii) all Services shall conform materially to the applicable user documentation published by eCPETa.  As eCPETa’s sole liability and Client’s sole and exclusive remedy for any breach of the foregoing warranty, eCPETa shall re-perform any non-conforming Services at no additional cost and use diligent efforts to remediate any material non-conformities in the Services within a reasonable time (or, if eCPETa has failed to remediate any such non-conformity or provide a reasonable workaround within thirty (30) days, Client may at its option terminate the Agreement with no additional liability).  Notwithstanding the foregoing, eCPETa shall not be responsible for any defects or non-conformities that arise from (i) Client’s misuse of the Services or breach of this Agreement, (ii) any modification of the Services by a person other than eCPETa or its authorized subcontractors, (iii) Client’s hardware, software or other systems, or (iv) a Force Majeure Event as provided below.
   3. Client Data Warranty. Client warrants that (i) the provision of any Client Data to eCPET hereunder is in compliance with Client's privacy policies and any other applicable policies of Client and all applicable legal and regulatory requirements; (ii) such Client Data does not infringe upon or violate the rights of any third party; and (iii) Client has obtained all permissions and consents from Users, customers or patients or other persons required for Client’s provision of Client Data and usage of the Services, and Client will provide eCPETa with evidence of any required authorization, permission or consent upon request. Client is solely responsible for Client Data.
   4. Technology Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING ANY EXHIBITS, OR ORDERS, THE SERVICES ARE PROVIDED “AS IS” AND ECPETA DISCLAIMS ALL WARRANTIES AND MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, LOSS OF DATA, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. ECPETA IS NOT RESPONSIBLE FOR CLIENT EQUIPMENT, NETWORKS OR SYSTEMS, INCLUDING ANY INTERRUPTIONS, DELAYS, OR DELIVERY FAILURES, CAUSED BY CLIENT EQUIPMENT.
   5. Additional Disclaimers. REPORTS ARE PROVIDED SOLELY AS INFORMATIONAL AND CLINICAL SUPPORT TOOLS FOR LICENSED HEALTHCARE PROFESSIONALS. THE REPORTS ARE DERIVED FROM TEST RESULTS AND OTHER DATA MADE PROVIDED BY OR ON BEHALF OF CLIENT AND IS INTENDED TO ASSIST, BUT NOT REPLACE, THE INDEPENDENT MEDICAL JUDGMENT OF THE TREATING PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER.  ECPET IS NOT RESPONSIBLE FOR THE ACCURACY OF CLIENT DATA. REPORTS DO NOT CONSTITUTE MEDICAL ADVICE, A DIAGNOSIS, OR A TREATMENT RECOMMENDATION, AND USE OF THE SERVICES DOES NOT CREATE A PHYSICIAN-PATIENT RELATIONSHIP BETWEEN ECPETA AND ANY PATIENT. ECPETA DOES NOT PRACTICE MEDICINE, PROVIDE MEDICAL SERVICES, OR DIRECT PATIENT CARE. PHYSICIANS AND OTHER HEALTHCARE PROVIDERS REMAIN SOLELY RESPONSIBLE FOR VERIFYING UNDERLYING DATA, EVALUATING EACH PATIENT’S UNIQUE MEDICAL HISTORY, CONDITION, AND CIRCUMSTANCES, AND MAKING ALL DIAGNOSTIC, TREATMENT, MONITORING, REFERRAL, AND FOLLOW-UP DECISIONS.  ECPETA IS NOT RESPONSIBLE FOR CLIENT’S OR ANY THIRD PARTY’S USE OF REPORTS OR DECISIONS MADE BASED ON REPORTS.
9. INDEMNIFICATION
   1. Indemnification by eCPETa. eCPETa will indemnify, defend and hold harmless Client and its Affiliates, and its and their respective officers, directors, shareholders, members, managers, employees and agents from all out-of-pocket costs, damages, losses, judgments, fines, and expenses (including reasonable attorneys’ fees) (collectively, “Out-of-Pocket Costs”) arising from any third-party demand, claim or proceeding (each, a "Third-Party Claim") arising from any actual or alleged infringement or misappropriation by the Services of any third party’s patent, trademark, copyright, trade secret.
   2. Remediation. If the Services become, or in eCPETa’s opinion likely to become, the subject of a claim of infringement or misappropriation, eCPETa shall promptly, at its option and expense either: (i) procure for Client the right to continue to use the Services, or (ii) replace or modify the infringing Services to make their use non-infringing without loss of substantial functionality.  Notwithstanding the foregoing, if neither of the foregoing options are available to eCPETa on commercially reasonable terms, then eCPETa or Client may terminate this Agreement upon thirty (30) days’ prior written notice to the other party, in which event eCPETa shall promptly refund to Client the unused portion of any Fees prepaid under this Agreement.  The remedies provided under this Section 9 shall be eCPETa’s sole liability, and Client’s sole and exclusive remedy, for any claims or allegations relating to infringement or misappropriation of third party intellectual property rights.
   3. Exceptions. eCPETa will not have any obligation under Section 9(a)(i) above to the extent any alleged infringement or misappropriation arises solely from: (i) modification of the Services by Client; (ii) use of the Services in combination with any other product or service not provided by eCPETa or contemplated by this Agreement or the end-user documentation; or (iii) use of the Services by Client in a manner prohibited by this Agreement.
   4. Indemnification by Client. Client will indemnify, defend and hold harmless eCPETa and its Affiliates, and its and their respective officers, directors, shareholders, members, managers, employees and agents from any and all Out-of-Pocket Costs arising from or in connection with any Third-Party Claim arising from (i) Client Data used by eCPETa in accordance with this Agreement, or (ii) Client’s relationship with, or provision of medical services to, any patient or customer.
   5. Indemnification Procedure. The indemnified party shall promptly provide the indemnifying party with written notice of any Third-Party Claim for which it seeks indemnification hereunder, and the indemnifying party shall assume the defense thereof; provided, however, that failure of the indemnified party to provide such notice will not release the indemnifying party from any of its indemnity obligations except to the extent that the indemnifying party’s ability to defend such Third-Party Claim is materially prejudiced by such delay. The indemnifying party shall not (i) settle or compromise any such Third-Party Claim (a) without the full release of the indemnified party from all liabilities and obligations associated with such Third-Party Claim (except for any obligations that the indemnified party has consented to in writing), or (b) in a manner that imposes any obligation on the indemnified party (including the payment of any amount) without the prior written consent of the indemnified party, or (ii) admit liability or wrongdoing on behalf of an indemnified party without the indemnified party’s prior written consent. Each party shall have the right to participate, at its expense, in the defense of any Third-Party Claim covered hereunder with counsel of its own choosing.
10. LIMITATIONS OF LIABILITY. Except for each party’s indemnification obligations in this Agreement, or for amounts owed to eCPETa under this Agreement, or for a party's gross negligence or willful misconduct, in no event shall either party be liable to the other party for (i) any consequential, incidental, special, punitive, exemplary or indirect damages, regardless of whether such party has been advised of the possibility of such damages, or (ii) any damages for any claim or series of claims arising under this Agreement exceeding, in the aggregate, the amounts paid or payable to eCPETa under this Agreement in the twelve (12) months preceding the latest event giving rise to such claim.   
11. GENERAL PROVISIONS
    1. Relationship of parties. The parties are independent contractors. This Agreement is not intended to, and does not create, a partnership, franchise, joint venture, agency, personnel leasing, fiduciary or employment relationship between the parties.
    2. Notices. Any notices that are required or permitted to be given under this Agreement shall be given in writing and shall be delivered (i) in person, (ii) by certified mail, postage prepaid, return receipt requested, (iii) by a nationally recognized commercial overnight courier with proof of delivery, or (iv) by email to a party’s designated email address for receiving notices. Such notice shall be addressed to the party receiving such notice at its address stated above or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective upon receipt by the party being notified.
    3. Waiver. No waiver of any right under the Agreement will be deemed effective unless contained in a writing signed by a duly authorized representative of both parties, and no waiver of any past or present right arising from any breach or failure to perform will be deemed a waiver of any future right arising under the Agreement.
    4. Force Majeure. Neither party will be liable for any breach of the Agreement due to any delay or failure of performance due to a cause beyond such party’s reasonable control, including but not limited to the weather, natural disaster, unavailability of utilities or communications services (including access to the Internet), civil disturbances, acts of terror, acts of civil or military authorities, or acts of God (collectively, a "Force Majeure Event"); provided, however, that a party shall be excused from performance under this Section only to the extent that a delay or failure could not have been avoided, or its impact mitigated, through the use of commercially reasonable redundancy and business continuity measures.
    5. Assignment. This Agreement may not assigned, in whole or in part, by either party without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent, upon written notice to the other party, (i) to any successor to substantially all its business or assets by merger, reorganization, combination, consolidation, purchase of assets or otherwise, or to any party acquiring substantially all of the assets or business of the business unit of such party to which this Agreement relates, or (ii) to an Affiliate.
    6. Governing Law. This Agreement shall be construed in accordance with, and all disputes shall be governed by, the laws of the State of California, without giving effect to the conflicts of laws rules thereof. The state and federal courts (including the appellate courts) for the State of California shall have exclusive jurisdiction and venue for the adjudication of any disputes relating to this Agreement, and the parties hereby consent to the jurisdiction and venue of such courts.
    7. Publicity. Except as set forth in this Agreement, neither party will use the other party’s name, logos or trademarks, without the prior written consent of the other party in each instance, in any written press releases, advertisements and/or marketing materials. All goodwill arising from any use of a party’s names, trademarks and logos shall inure to such party’s sole benefit.
    8. Entire Agreement. This Agreement, including any exhibits or Orders, sets forth the entire understanding and agreement between the parties with respect to the subject matter of the Agreement and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. This Agreement, and each party’s rights and obligations hereunder, may only be amended by a written amendment, signed by both parties, that expressly references the Agreement.
    9. Equitable Relief. Each party acknowledges that a breach of its confidentiality obligations in this Agreement may cause irreparable damage to the other party, the exact amount of which may be difficult or impossible to determine, and that the remedies at law for any such breach may be inadequate. Notwithstanding anything to the contrary contained in this Section 11, any party may immediately seek equitable relief (without the necessity of posting bond), including, without limitation, temporary injunctive relief, against the other party in any court of competent jurisdiction in the event of a breach or threatened breach of its confidentiality obligations in this Agreement.
    10. Cumulative Remedies. Except as otherwise set forth in the Agreement and subject to the terms of the Agreement, all remedies available to either party for breach of the Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of any other remedies.
    11. Severability. If any provision in the Agreement is held invalid or unenforceable, that provision will be construed, limited, or modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of the Agreement will remain in full force and effect.

Exhibit A

Service Level Agreement

This Service Level Agreement (“SLA”) applies to the eCPET Platform. Any capitalized terms that are not defined in this SLA shall have the meanings set forth in the SaaS Agreement (the “Agreement”) to which it is attached.

System Uptime

eCPETa’s objective is to meet or exceed a 99% eCPETa Platform uptime, excluding any Permitted  Downtime.  “Permitted Downtime” means any eCPETa Platform downtime: (i) caused by factors outside of eCPETa’s control and excusable pursuant to a Force Majeure Event; (ii) that result from any actions or inactions of the Client; (iii) that result from the Client’s equipment, software or other technology; (iv) arising from the suspension and termination of the Client’s right to use the eCPET Platform in accordance with the Agreement; or (v) scheduled maintenance. Any scheduled system maintenance is completed on an after-hours basis. eCPETa will make commercially reasonable efforts to provide advance notice by email or within the eCPETa Platform of such maintenance.

Problem Reporting

System problems can be reported by email to info@enhancedcpetanalytics.com. Client shall include a clear description of the problem and any error message, and any other information that eCPETa may reasonably need and request in order to attempt to resolve the issue.

Problem Resolution

Support will be provided during eCPETa’s normal business hours, and eCPETa will use reasonable efforts to troubleshoot and diagnose verifiable reproducible defects in the eCPETa Platform reported during such times; however, eCPETa does not guarantee that defects or errors will be resolved within a particular time period.