WELL AI Voice End-User License Agreement

This is a legal agreement between you (the user of the AI Voice Application) and WELL (the corporation
providing the voice-enabled artificial intelligence powered application).

These Agreement cover 3 important concepts:
1. What you can expect from WELL
2. What we expect from you
3. Consent to use your (and your patient’s) information
If you do not agree (or your patient does not agree) to anything stated here, you must not use the Application.

1. What you can expect from us

WELL will provide you with a state-of-the-art natural language processing language model to help reduce the time you
spend on documentation and administrative tasks so that you can focus on patient care. While we are confident in the
services offered by the Application, it is important for you to review the accuracy of the information returned to you by
the Application.

WELL will only collect the information you provide to it. We will not access your electronic medical record (unless you
direct us to). Information collected by the Application will be stored and processed in Canada.

All information collected by the Application will be saved. Some excerpts of such information which do not contain
identifiable information may be used in the future to further train and develop the Application.

WELL will protect all information it collects through administrative, physical, and technical security features.

2. What we expect from you

WELL relies on you (the healthcare practitioner) to inform patients how you use the Application and how it works.

You must obtain the patient’s consent for their voice to be recorded by the Application and for their information to be
collected and used by WELL to run the Application.

By using the Application, you represent that you and your patient have consented to the collection and use of personal
information for future refinement of the Application.

We cannot collect the consent for you since we do not have a relationship with your patients.

3. Consent to use your (and your patient’s) information

The Application may record both your and your patient’s voice, which is biometric data (ie personal information). WELL
does this to make text transcripts of the appointment, which are then used to run the Application. This means that if
personal information is disclosed during the appointment, WELL will have a copy of such information within the
transcript. WELL keeps all such information for record keeping purposes and to further improve the Application.

Please refer to the content of the Agreement below for more detail. If there is any conflict with the Terms of Service or
WELL’s Privacy Policy with any information contained in this summary, the terms of the Terms of Service and Privacy
Policy shall prevail.

WELL Digital Health Apps Inc. (“Provider”) provides a platform and application program interface (API)
on a software as a service and platform as a service basis (“Service”, as further defined below). The Service
is provided on a subscription basis as further described in this Agreement and on the Provider’s website
under specific subscription plans offered by Provider from time to time.

The Services are provided through browser extension or a desktop application made available to you. This
Agreement applies to anyone (“You”/”Customer”) who subscribes for or otherwise uses the Services.

THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES,
CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES.
ACCORDINGLY, YOU SHOULD READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES.

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS HEREOF. IF
YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE
INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS
OBLIGATIONS HEREUNDER.

IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE PROVIDER’S WEBSITE OR ANY
OF ITS CONTENT OR SERVICES

1. Provision of Service.

1. Provision Generally. Subject to your acceptance of this Agreement and your payment of all fees
due and owing to Provider, during the Subscription Term (as defined in Section 5.1) Provider will
provide Customer with access to Provider’s analytics platform and Provider’s application program
interface (API) (collectively, the “Service”) facilitating Customer AI dictation, appointment summary
generation and drug monograph lookup in accordance with the terms and conditions of this
Agreement. In order to access and use the Service, Customer is responsible at its own expense
for obtaining its own Internet access and any hardware and software required therefor. Customer’s
right to use the Service during the Subscription Term shall be subject to and in accordance with
any additional conditions, restrictions or parameters specified in this Agreement.

2. Grant of Rights. Subject to the terms and conditions of this Agreement, Provider hereby grants to
Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable (except for
permitted assignments as hereinafter described) right to access and use the Service in accordance
with this Agreement, subject to the terms and conditions of approved Services plan and solely for
Customer’s internal business purposes during the Subscription Term. All rights not expressly
granted to Customer are reserved by Provider and its licensors. There are no implied rights.

3. Eligibility Requirements. By entering into this Agreement, Customer represents, warrants and
covenants that Customer meets the following minimum requirements (“Eligibility Requirements”):
(a) Customer has the necessary rights and authority to enter into and perform the obligations under
this Agreement and consents to have their personal information used by Provider; (b) the Customer
Data (as defined herein) is accurate, complete and current; (c) Customer’s use of the Service and
collection of Appointment Data (as defined herein) will comply with all applicable laws and
regulations, and specifically, Customer has obtained the explicit consent of their patients for the
patient’s personal information (including their personal health information, the “Patient Data”) to be
collected, used and disclosed to Provider as part of the Service and for Provider to collect and use
the Patient Data to develop improvements to the Services; and (d) Customer will not infringe the
rights of any third party (including without limitation any intellectual property rights or privacy rights)
in its use of the Service. Customer has informed (or covenants to inform) all End Users of the
Eligibility Requirements and shall not permit any End User to use the Service unless they agree to
the Eligibility Requirements. Customer acknowledges that Provider is relying on Customer to
ensure all End Users satisfy the Eligibility Requirements.

4. Restrictions. Customer shall not (and shall not allow any third party to): (a) access or use the
Service except as envisioned by the Service in its normal operation or specified herein; (b) alter,
modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain
access to any software (including source code) associated with the Service; (c) use any
unauthorized robot, spider, scraper or other automated means to access the Service, or engage in
any scraping, data-mining, harvesting, data aggregating or indexing of the Service except to have
copy of Customer Data and Appointment Data (d) frame or mirror any content forming part of the
Service; or (e) access the Service in order to build a competitive product or service, or (f) copy any
ideas, features, functions or graphics of the Service. Customer shall keep all passwords and API
keys provided to it safe and secure and shall be responsible for all use of the Service using
passwords or API keys issued to Customer. Customer shall notify Provider immediately of any
actual or suspected unauthorized use of its passwords or API keys for the Service. Without limiting
any of its other rights or remedies, Provider reserves the right to suspend access to the Service if
Provider reasonably believes that Customer has materially violated the restrictions and obligations
in this Agreement after providing Customer written notice remained ineffective within 15 days. The
Service may not be accessed or used by any national or resident of a country embargoed by the
United States or Canada including countries sanctioned by the Office of Foreign Assets Control
(OFAC) or the Financial Action Task Force (FATF). By accessing or using the Service, Customer
is representing and warranting that Customer is not located in, under the control of, or are a national
or resident of any country to which the use of the Service would be prohibited by the laws of Canada
or the United States or the laws of the country or jurisdiction in which they are currently residing in
or subject to.

5. Customer Cooperation. Customer shall: (a) reasonably cooperate with Provider in all matters
relating to the Service; (b) respond promptly to any Provider request to provide information,
approvals, authorizations or decisions that are reasonably necessary for Provider to provide the
Service in accordance with this Agreement; and (c) provide such Customer materials or information
as Provider may reasonably request to provide the Service and ensure that such materials or
information are complete and accurate in all material respects.

2. Provider Technology.

In connection with providing the Service, Provider and its licensors shall operate and support the hosted
environment used by Provider to provide the Service, including the Provider Technology (as defined below),
the server hardware, disk storage, firewall protection, server operating systems, management programs,
web server programs, documentation and all other technology or information so used by Provider. As used
herein, “Provider Technology” means all of Provider’s proprietary technology (including software,
hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) made available to Customer by Provider in providing
the Service, including any and all updates, modifications, improvements and derivatives thereto and thereof.

3. Ownership.

1. Customer acknowledges and agrees that Provider shall retain a copy of all information collected
by the Provider Technology during a patient appointment when Customer uses the Service,
including Customer’s personal information and Patient Data (the “Appointment Data”). All
Appointment Data shall be used by Provider to provide the Service and to improve/refine the
Service. Customer hereby assigns and conveys all right, title and interest in the Appointment Data
to Provider, including all consents obtained by Customer for Provider to use Appointment Data for
improvements to the Services, and hereby consents to Customer’s own personal information
contained in the Appointment Data to be collected and used by Provider for future improvements
to the Services.

2. No right or license is granted hereunder to Customer under any trademarks, service marks, trade
names or logos. Customer shall not remove any Provider trademark, service mark or logo, or any
proprietary notices or labels (including any copyright or trademark notices) from the Service.
Customer acknowledges and agrees that, as between Provider and Customer, all right, title and
interest in and to the Service (including the data, information, text, images, designs, sound, music,
marks, logos, compilations (meaning the collection, arrangement and assembly of information)
and other content on or made available through the Service, the Provider Technology and all
improvements and derivatives of the foregoing (including all intellectual property and proprietary
rights embodied therein or associated therewith) are and shall remain owned by Provider or its
licensors, and this Agreement in no way conveys any right, title or interest in the Service or the
Provider Technology other than a limited right to use the Service in accordance with this
Agreement.

4. Fees; Payments; Taxes.

1. Fees. Customers with paid subscriptions will provide Provider (or its third-party payment service
provider) with a valid credit card for payment of the applicable subscription fees, or (if applicable)
will duly pay invoices issued to such Customers on the payment and other terms set forth in such
invoices. In addition to any fees, the Customer may still incur charges incidental to using the
Service, for example, charges for Internet access, data roaming, and other data transmission
charges. No refunds or credits will be issued for partial periods of service, upgrade/downgrade
refunds, or refunds for periods unused with an active subscription, including, but not limited to,
instances involving the removal of a Customer. There are no charges for cancelling a subscription
and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged
again in the following cycle.

2. Increases. Provider reserves the right to increase its fees upon at least 30 days’ advance notice
(e-mail or otherwise) to Customer; provided, however, that fee increases will not take effect until
the start of the next Subscription Term.

3. Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or
other taxes, duties and charges of any kind (whether foreign, federal, state, local or other)
associated with this Agreement, the Service, or Customer’s access to the Service. Customer shall
be solely responsible for all such taxes, duties and charges (except for taxes imposed on Provider’s
income), which may be invoiced by Provider from time-to-time. In the event of updated tax rates,
Provider will apply the new tax rate without notice to the Customer.

4. Withholdings. Any and all payments by or on account of the compensation payable under this
Agreement shall be made free and clear of and without deduction or withholding for any taxes. If
the Customer is required to deduct or withhold any taxes from such payments, then the sum
payable shall be increased as necessary so that, after making all required deductions or
withholdings, Provider receives an amount equal to the sum it would have received had no such
deduction or withholding been made.

5. Term & Termination.

1. Term, Termination and Automatic Renewal. Customer is solely responsible for cancelling
subscriptions. Customer may cancel their subscription at any time by providing written notice to the
Provider. After the initial subscription term, this term of the subscription shall be deemed renewed
automatically at the end of the term, for the same term, until the Service is cancelled in accordance
herewith.

2. Termination for Breach. Provider in its sole discretion has the right to suspend or discontinue
providing the Service to Customer without notice for actions that are in material violation of this
Agreement.

3. Termination for convenience. Where the Service is provided to Customer on a “free” basis, Provider
reserves the right to terminate this Agreement at any time, with or without notice to Customer.

4. Effects of Subscription Termination; Survival. Upon any termination of this Agreement: (a) all rights
granted to Customer hereunder shall terminate and Provider shall no longer provide access to the
Service to Customer, and (b) Customer shall cease using the Service. Any obligations that have
accrued prior to termination shall survive termination of this Agreement. In addition, the following
Sections, as well as any other provisions herein which by their nature should survive, shall survive
termination of this Agreement: Sections 3-10.

6. Customer Data and Patient Data.

1. Data Generally. All account and billing information, and all data and information which the
Customer, or its “End Users” (permitted users being Customer’s employees, contractors, agents,
and any other person who Customer permits to use its instance of the Service) inputs into the
Service (collectively, “Customer Data”) will be used by Provider as set out herein. Provider agrees
to protect Customer Data and Appointment Data with no less than industry-standard information
security tools and procedures. Provider may analyze Customer Data and Appointment Data to
create aggregated and anonymized statistics or data and Provider may use and disclose such
statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall
be solely responsible for providing, updating, uploading and maintaining all Customer Data.
Provider shall operate the Service in a manner that provides reasonable information security for
Customer Data and Appointment Data, using commercially reasonable data backup, security, and
recovery protections.

2. Additional Customer Responsibilities. Customer is solely responsible for all Customer Data that
they, or End Users, upload on the Provider’s platform as part of the Service. Provider does not
guarantee the accuracy, integrity or quality of Customer Data. Customer shall not upload or
otherwise make available to Provider any Customer Data that: (a) constitutes an infringement,
misappropriation, or violation of all intellectual property rights, proprietary rights, rights of publicity,
rights of privacy, and any and all other legal rights protecting data, information, or intangible
property throughout the world, including, without limitation, any and all copyrights, trademarks,
service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and
contract rights; (b) violates this Agreement, including, without limitation, the Privacy Policy or any
applicable laws, rules, or regulations; (c) is unlawful, harassing, abusive, tortious, threatening,
harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade
libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry,
hatred, or physical harm of any kind against any group or individual, promotes illegal activities or
contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in
any way; (d) contains software viruses or any other computer code, files or programs designed to
interrupt, destroy, limit the functionality of any computer software or hardware or
telecommunications equipment; (e) interferes with or disrupts the Service or servers or networks
connected to the Service; (f) is harmful to minors in any way; (g) constitutes unsolicited or
unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes,
or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (h)
causes Provider to violate any applicable law, rule or regulation, including those regarding the
export of technical data, or (i) they have not obtained consent for as required by privacy law from
the patient to have their personal information transferred to Provider and used by Provider to
provide and improve the Services. Provider reserves the right, but has no obligation, to review any
Customer Data or Appointment Data, investigate any claim related to Customer Data or
Appointment Data, or take appropriate action, in its sole discretion, against the person (Customer
or End Users) at the origin of the content that creates any liability for Provider. Such actions may
include removing, exercising any indemnity and termination rights contained herein, and reporting
such Customer Data or Appointment Data to law enforcement authorities.

3. Appointment Data. All Customer Data and Appointment Data, shall be processed in accordance
with the Provider’s Privacy Policy. For clarity, all Appointment Data (which includes Patient Data
and some of Customer’s personal information (such as the Customer’s voice)) shall be used by
Provider to improve the Provider Technology and Service.

7. Warranty Disclaimer.

1. Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS –IS” BASIS, AND, PROVIDER 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
(SUBJECT TO THE PROVISIONS OF ARTICLE 9), (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. THE CUSTOMER
ACKNOWLEDGES THAT THEY ARE SOLELY RESPONSIBLE FOR CONFIRMING THE
ACCURACY OF ALL INFORMATION RETURNED BY THE SERVICES OR PROVIDER
TECHNOLOGY.

2. Additional Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS HOSTED BY A
THIRD PARTY HOSTING PROVIDER (THE “HOSTING CONTRACTOR”) AND USES THIRD
PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER
OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR
DELIVERY OF THE SERVICE (THE “HOSTING CONTRACTOR SERVICES”). ADDITIONALLY,
PROVIDER USES THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT
PROCESSOR”) AND PROVIDE CERTAIN LANGUAGE PROCESSING SERVICES (“AI
PROVIDER”). PROVIDER MAY CHANGE ITS HOSTING CONTRACTOR, AI PROVIDER, OR
PAYMENT PROCESSOR AT ANY TIME. CUSTOMER’S USE OF THE SERVICE IS SUBJECT
TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR, AI PROVIDER AND
THE PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, PROVIDER SHALL NOT BE LIABLE FOR ANY
PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT
CAUSED BY THE HOSTING CONTRACTOR, AI PROVIDER, OR PAYMENT PROCESSOR.
CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT
THE FACT THAT PROVIDER IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF
THE HOSTING CONTRACTOR, AI PROVIDER, OR PAYMENT PROCESSOR, AND THAT
PROVIDER COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED IF
IT WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE HOSTING CONTRACTOR,
AI PROVIDER, OR PAYMENT PROCESSOR.

8. Limitations of Liability.

1. Disclaimer of Indirect Damages. EXCEPT FOR CUSTOMER’S (A) OBLIGATION TO PAY ALL
AMOUNTS DUE HEREUNDER; (B) INDEMNIFICATION OBLIGATIONS; AND (C) BREACH OF
ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS
HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA,
Docusign Envelope ID: AE0B014C-952F-43C9-B782-CDB4DAF1CCC2
PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS
AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE.

2. Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PROVIDER’S TOTAL
LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS
AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO
PROVIDER DURING THE THEN-CURRENT SUBSCRIPTION TERM WHATEVER THE
MOMENT OF THE THEN-CURRENT PERIOD (EXCLUDING NON-INFRINGEMENT AND CLAIM
RELATED TO DATA PROTECTION).

3. Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH
IN THIS SECTION 8 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT PROVIDER 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.

9. Indemnification.

1. Provider Indemnification. Provider shall defend, indemnify and hold harmless Customer and its
directors, officers, and employees (“Customer Indemnified Parties”) from and against any third-
party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses
(including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent the
Service infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third-party
intellectual property or proprietary rights.

2. Customer Indemnification. Customer shall defend, indemnify and hold harmless Provider and its
directors, officers, employees, agents and providers (“Provider Indemnified Parties”) from: (i) any
Claim based on a breach of the Eligibility Requirements, (ii) any loss incurred by Provider as a
result of the use of the Service in a way that violates the restrictions set out in Section 1.4 of this
Agreement; (iii) any Claim based on the use or disclosure of Customer Data (including for failure
to obtain consent); and (iv) any Claim from an End User in relation to their use of the Service.

3. Indemnification Process. As conditions of the indemnification obligations in Sections 9.1-9.2 above:
(a) the applicable Customer Indemnified Party or Provider Indemnified Party (the “Indemnitee”)
will provide the indemnifying Party (the “Indemnitor”) with prompt written notice of any Claim for
which indemnification is sought (provided that failure to so notify will not remove the Indemnitor’s
indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will
permit the Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee
will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s evaluation,
defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel
reasonably satisfactory to the other Party. The Indemnitor shall not settle or compromise any such
Claim or consent to the entry of any judgment without the prior written consent of the other Party
(not unreasonably withheld).

4. Exclusions. Provider’s obligations in Section 9.1 above shall not apply to any Claim to the extent
arising from or relating to (a) misuse of the Service not strictly in accordance with the documentation
therefor, Provider’s instructions, or this Agreement; (b) any modification, alteration or conversion of
the Service not created or approved in writing by Provider; (c) any combination of the Service with
any computer, hardware, software or service not provided by Provider; (d) Provider’s compliance
with specifications or other requirements of Customer; or (e) any third party data, Appointment Data
or Customer Data. If the Service is or may be subject to a Claim of Infringement described in
Section 9.1 above, Provider may, at its cost and sole discretion: (i) obtain the right for Customer to
continue using the Service as contemplated herein; (ii) replace or modify the Service so that it
becomes non-Infringing without substantially compromising its principal functions; or (iii) to the
extent the foregoing are not commercially reasonable, terminate this Agreement and return to
Customer any pre-paid fees for the Service associated with the then-current Subscription Term.
Provider’s obligations in this Section 9 shall be Provider’s sole obligations, and Customer’s sole
remedies, in the event of any Infringement of intellectual property or proprietary rights by or related
to the Service.

10. Confidentiality.

1. Definitions. “Confidential Information” means information that is disclosed by either Party (the
“Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Subscription
Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under
the circumstances, should reasonably be treated as confidential, including without limitation
information (tangible or intangible) regarding a Party’s technology, designs, techniques, research,
know-how, specifications, product plans, pricing, customer information, user data, current or future
strategic information, current or future business plans, policies or practices, employee information,
and other business and technical information. “Confidential Information” shall not include any
information that (a) is or becomes generally known to the public through no fault of, or breach of
this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the
time of disclosure without an obligation of confidentiality; (c) is independently developed by the
Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully
obtained by the Receiving Party from a third party without restriction on use or disclosure. In
addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential
Information of both Parties; (ii) the Service and Provider Technology shall be deemed Confidential
Information of Provider, regardless of whether or not they are labeled or identified, or would
reasonably be considered confidential; and (iii) Customer Data shall be deemed Confidential
Information of Customer.

2. General Obligations. Each Party agrees that it will (a) not disclose the other Party’s Confidential
Information to any third party (other than as permitted in the last sentence of this paragraph); (b)
use the other Party’s Confidential Information only to the extent reasonably necessary to perform
its obligations or exercise its rights under this Agreement; (c) disclose the other Party’s Confidential
Information only to those of its employees and independent contractors who reasonably need to
know such information for purposes of this Agreement and who are bound by confidentiality
obligations offering substantially similar protection to those in this Section 10; and (d) protect all
Confidential Information of the other Party from unauthorized use, access, or disclosure in the same
manner as it protects its own confidential information of a similar nature, and in no event with less
than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from
disclosing Confidential Information of the other Party to the extent required by applicable law, rule
or regulation (including a court order or other government order); provided that such Party provides
the other Party prior written notice of such disclosure, to the extent practicable, and reasonably
cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such
cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions
of this Agreement to its attorneys and financial advisors, or current or potential lenders, other
sources of financing, investors or acquirers; provided that such third parties are bound by
confidentiality obligations offering substantially similar protection to those in this Section 10
(provided further that such third parties are only permitted to use such information for the purpose
of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable).

3. Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving
Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential
Information in tangible form, upon the termination of this Agreement; provided that (a) Receiving
Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of
tracking Receiving Party’s rights and obligations hereunder with respect thereto, (b) Receiving
Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required
by law or by applicable professional standards which require such Party to retain copies of its
working papers, and (c) Receiving Party may retain Disclosing Party’s Confidential Information
solely to the extent reasonably necessary for Receiving Party to exercise rights or perform
obligations under this Agreement that survive such termination. For clarity, Provider shall not be
required to delete, destroy, or erase any Customer Data or Appointment Data upon termination of
this Agreement.

4. Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that
Customer at any time provides Provider with any feedback or suggestions regarding the Service,
including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall
not be considered Confidential Information of Customer, and Provider may use, disclose and exploit
the Feedback in any manner it chooses without any obligation to Customer. All Feedback provided
by Customer is provided “AS IS” and without warranty or representation of any kind.

11. Miscellaneous.

1. End Users. Customer shall ensure that all End Users comply with the requirements, restrictions
and obligations of Customer as set out in this Agreement. For clarity, any obligation or responsibility
of Customer (such as the requirement for Customer to obtain consent of their patient) shall also
apply mutatis mutandis to the End Users. Use of the Service by an End User shall be considered
irrevocable proof that Customer has explained the terms set out herein and that End User has
consented to such terms.

2. Assignment. This Agreement and any rights or obligations hereunder may not be assigned,
sublicensed or otherwise transferred by either Party without the prior written consent of the other
Party (not to be unreasonably withheld or delayed), except that either Party may assign or transfer
this Agreement without the other Party’s consent (i) to any of its affiliates, or (b) upon a change of
control of a party, a sale of all or substantially all assets of that party, or by operation of law.
Customer understands and agrees that, in the event its assignment of the Agreement results in a
material change in Service usage, Provider may require a renegotiation of Service pricing.

3. Entire Agreement; Precedence; Amendment. This Agreement, along with the Provider’s privacy
policy, contains the complete understanding and agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior or contemporaneous agreements or
understandings, oral or written, with respect thereto. Each Party hereby rejects the inclusion of any
pre-printed terms and conditions on any purchase orders or other such contract documents.
Provider reserves the right to amend this Agreement. In the event of material changes to the
Agreement, Provider will notify Customers, by email, or by other reasonable means of these
changes prior to their enactment. Continued use of the Service by the Customer after reasonable
notice by Provider will be considered acceptance of any new terms.

4. Notices. Provider may give any notices issued in connection with this Agreement by email to
Customer at the email address given by Customer when creating its account, and such notices
shall be effective upon confirmation of transmission to Customer.

5. Force Majeure. Neither Party will be liable to the other Party for any failure or delay in performance
by circumstances beyond its control, including, fire, labor difficulties, telecommunication failures,
Internet unavailability, governmental actions or terrorism, provided that the Party seeking to rely on
such circumstances gives written notice of such circumstances to the other Party and uses
reasonable efforts to overcome such circumstances.

6. Choice of Law. Any question, claim or controversy arising out of or related to this Agreement (a
“Dispute”) will be governed by and construed in accordance with the laws of the Province of British
Columbia, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction
that would produce a contrary result.

7. Disputes. In the event of any Dispute, the designated representatives of Customer and Provider
shall promptly confer and exert their good faith efforts to reach a reasonable and equitable
resolution of such Dispute. If such representatives are unable to resolve such Dispute within five
business days, the Dispute shall be referred promptly to the responsible senior management of
each Party for resolution. Neither Party shall seek any other means of resolving any Dispute until
both Parties’ responsible senior management have had at least five business days to resolve the
Dispute. If the Parties are unable to resolve the Dispute in accordance with the foregoing
procedure, then either Party may, at any time, deliver notice to the other Party of its intent to submit
the Dispute to the applicable courts of the Province of British Columbia, Canada, except for
provision relating to personal data of the Agreement and the Data Processing Agreement which
will be submitted to the jurisdiction prescribed from to time in the Data Processing Agreement.

8. Claims of Infringement. Provider respects Customer’s copyrights and other intellectual property
rights and those of other third parties. If Customer believes in good faith that Customer’s
copyrighted work has been reproduced on the Service without Customer’s authorization in a way
that constitutes copyright infringement, Customer may notify us at privacy@well.company.

9. Relationship of the Parties. The relationship between the Parties is that of independent contractors.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint
venture or other form of joint enterprise or employment relationship between the Parties, and
neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

10. Waiver. No waiver by either Party of any of the provision of this Agreement is effective unless
explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising,
any right, remedy, power or privilege arising from this Agreement operates, or may be construed,
as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder
precludes any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.

11. Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court or
tribunal of competent jurisdiction, such provision will be modified to the extent necessary to render
it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement
will remain in full force and effect.

12. Interpretation. Headings are provided for convenience only and will not be used to interpret the
substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of
the words “include,” “includes,” or “including” in this A