Terms of Use / User Agreement

This User Agreement only applies to users of Wound Charts Electronic Medical Record.

This terms of use are a LEGALLY BINDING AGREEMENT between Wound Therapeutics, LLC, Inc., a Puerto Rico (“Wound Therapeutics,” “we,” “us” or “our”), and you. BY CLICKING “I AGREE,” OR BY OTHERWISE SIGNING-UP FOR AN ACCOUNT, OR BY ACCESSING OR USING THE SERVICES (DEFINED BELOW), YOU ARE ENTERING INTO THIS USER AGREEMENT (THIS “AGREEMENT”) AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. Please read this Agreement carefully, and do not sign-up for an account or use the Services if you are unwilling or unable to be bound by this Agreement. You and we are each individually referred to in this Agreement as a “Party,” and collectively referred to as the “Parties.” Subject to compliance with these Terms of Use and any agreement that You may have executed with (“Your Agreement”), Your access to the Wound Charts is on a limited, nonexclusive, non-transferable basis only during the term of Your Agreement. For exclusive use of providers .

Revisions to Terms of Use. We may revise these Terms of Use at any time by posting an updated version to the web. You should visit periodically to review the most current Terms of Use . Your continued use of the Wound Charts after a to these Terms of Use constitutes your binding acceptance of these Terms of Use.

The terms “post” and “posting” as used in these Terms of Use shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Wound Charts.

"Health-elated Information" mean all individually identifiable health information, including demographic information and information related to an individual’s physical or mental health, the provision of health care to the individual, or the individual’s payment for the provision of health care.

"Health service provider" means an entity that provides health-related services.

I. Wound Charts

The “Wound Charts ” is defined as any computer, mobile or web-based application or software under Wound control, whether partial or otherwise, in connection with providing the services provided by Wound . The Wound Charts provides a platform to store health- Related information to make it available to you, the clinician or the clinic.

Medical Advice. Wound Charts does not medical advice. The Wound Charts may provide helpful information, warnings, reminders and suggestions to assist you in medical decision-making. The information and materials available through the Wound Charts are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. You assume full risk and responsibility for the use of information you obtain from or through the Wound Charts . You ll be solely responsible for any services you provide. In addition, we are not affiliated, recommend or endorse any provider of health care or health-related products, items, or services.

Screening Users.

Wound does not screen users or verify information communicated through the Wound Charts , though Wound has the right to monitor such information. Wound does not have responsibility for the conduct of such users, including the information posted by users. Contact us to report any inappropriate or illegal conduct or content you encounter on the Wound Charts.

You agree to comply with any , as necessary, to use parts of the Wound Charts . You agree: (i) to comply with and, upon request, execute such agreements as may be required for the use of such software or services; (ii) that Wound may disclose individually identifiable health information to these on your behalf.

No Third-Party Access. Except as required by law and described , you will not any third party to access the Wound Charts using your account. You may allow your employees to use the Wound Charts on your behalf with these Terms of Use. You solely responsible for the use of the Wound Charts by your employees and patients.

Responsibility for Misuse by Other Users of Your Account. You acknowledge that by allowing employees and patients to access the Wound Charts with your account, you are responsible for ensuring such employees and patients use the Wound Charts for the purposes for which they are accessing it. While the Wound Charts has certain technical safeguards against misuse, you acknowledge it will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of the Wound Charts by any employee or patient to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law.

Individuals’ Consent for Data Collection and Use. You represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information to the Wound Charts.

Exporting Information from the Wound Charts.

You are solely responsible for any Health-Related information exported from the Wound Charts by you or the employees and patients that you allow access from your account. You represent and warrant that you will export and subsequently use protected health information only as permitted by HIPAA and applicable federal and state law.

Transferring Information into the Wound Charts Software.

You may be able to transfer information from your or third-party data sources into the Wound Charts Software. You represent and warrant that you have all necessary patient authorization for such data transfers and that such data transfers will comply with HIPAA and other applicable federal and state law. Training and Compliance.

You agree to train all employees on the use of the Wound Charts Software, HIPAA or health privacy obligations, and the requirements of these Terms of Use and ensure that they comply with such requirements.

Data Retention.

You are responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.

II. Protected Health Information Practices When we maintain or process protected health information, we You agree that our practices with respect to protected health information are governed by HIPAA, along with any amendments and regulations thereto.

You agree to use the Wound Charts Software only as permitted by HIPAA and other applicable data privacy laws.

As part of our internal compliance control, to the extent Wound Therapeutics uses third party business processing outsourcing vendors in connection with our provision of the Wound Charts Software, we reserve the right to conduct an audit of their operations in our discretion.

Patient-Collected Data. For the avoidance of doubt, You, as well as each patient/end-user (a “Patient”) and Wound shall have rights to use the Patient-Collected Data. As used herein, the “Patient-Collected Data” shall mean the PHI that is collected in connection with Your use of the Wound Charts Software. In the event that Patient requests its Patient-Collected Data from Wound whether during the then applicable Contract Term (as defined in Your Agreement) or after the expiration or termination of this Agreement, Wound shall use its reasonable efforts to provide the Patient-Collected Data to a Patient. As used herein, “PHI” shall mean individually identifiable health information, as that term is defined in 45 C.F.R. § 160.103.

Physician-Created Data. Further, nothing herein these Terms of Use shall prohibit Wound from using the aggregated, non-personally identifiable data created, compiled, analyzed or otherwise collected by the Authorized in its use of the Wound Charts or the Wound Charts Content (“Physician Data”).

Additionally, Wound shall have the right the Physician Data to any third parties.

III. Service Access, Account Creation and Secure CredentialsIf you create an account on behalf of a health service provider, you you have the authority to do so and that you are binding the health service provider. We may take steps to verify you are a health service provider.

You are responsible for your log-in credentials and for keeping your account information accurate.

You are responsible for any activity resulting from the use of your log-in credentials on the Wound Charts Software.

You that if you create an account and use the Wound Charts Software on behalf of a health service provider, you have the necessary legal authority and capacity to do so as an authorized agent of the health service provider. Such health service provider will be the primary account holder. You that you have the authority to bind the health service provider in legal agreements and contracts. Your agreement to these Terms of Use also binds such health service provider. Due Authority. You represents and warrant to Wound on a continuing basis through the Contract Term of Your Agreement that: (i) You have the requisite corporate power and authority to execute and perform its obligations under Your Agreement; (ii) the person executing Your Agreement on your behalf has the authority to bind You and that such person’s execution of Your Agreement is not in violation of your bylaws, certificate of incorporation or other comparable document; (iii) the execution of Your Agreement does not constitute a material breach of any covenants or agreements by which You or any of your assets are bound; and (iv) neither You nor any of your personnel to your knowledge (A) has been convicted of any crime arising from claims or other transactions, financial relationships, or financial dealings in connection with health care, or (B) has been excluded from any federal or state health care program.

Owner of Account and Health-Related Information. The primary account holder (i.e., health service provider) holds the legal rights to the Wound Charts Software account and the information posted to the Wound Charts by your business entity.

Accurate Account Information. You represent and warrant that the information you provide to Wound upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and at all times.

Verification. You agree that we may take steps to verify your identity and credentials as a health service provider at any time. You agree that we may use and disclose information, including “confidential information,” about you for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize third parties to disclose to us information we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to the Wound Charts Software at any time if we are unable at any time to determine or verify your qualifications or credentials. Protecting Your Log-In Credentials. As a registered user, you will have log-in information, including a username and password. Your account is personal to the primary account holder, and you may not share your account and log-in information with, or allow access to your account by, any third party.

Notification in Case of Breach. You agree to notify us immediately of any breach in y of your log- in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you immediately notify Wound support. You be solely responsible for the losses incurred by Wound and others (including patients) due to any unauthorized use of your account that takes place prior to notifying Wound that your account has been compromised.

Additional Use Terms. You shall access the Wound Charts Software and Wound Charts Content only: (i) through Your Authorized Users acting within the scope of their service for You; (ii) on Wound ’s servers as authorized by Wound ; (iii) for Your internal use; and (iv) from and within the United States including its territories.

As used herein, “Authorized Users” shall mean those users (i) who are designated by You on the Wound Charts Software control screens and who are (A) employees of Yours, or (B) other individuals, corporations, or entities that are not, and are not affiliated with, third party payers or competitors of Wound , and have a valid HIPAA business associate agreement or other agreement with You, and (ii) who have been granted access to the Wound Charts Software and/or Wound Charts Content by You in Your exercise of reasonable discretion relating to the receipt of the Wound Charts Software and/or Wound Charts Content hereunder by You, and (iii) from whom You have obtained reasonable assurances that they will comply with the access use and confidentiality terms in these Terms of Use and Your Agreement.

You shall ensure that each Authorized User complies with these Terms of Use and Your Agreement as well as applicable law. You shall terminate any Authorized User’s access to the Wound Charts Software or the Wound Charts Content: (i) when such person no longer meets the definition of “Authorized User”; (ii) if conduct by such Authorized User breaches any term of these Terms of Use and/or Your Agreement; or (iii) upon such Authorized User’s indictment, arrest, or conviction of any crime related to claims or other transactions, financial relationships, or financial dealings in connection with health care, and You shall immediately inform of any such indictment, arrest, or conviction. You are responsible for all acts and omissions of any Authorized User in connection with such Authorized User’s access and use of the Wound Charts Software. Wound may restrict, suspend, or terminate an Authorized User’s access to the Wound Charts Software or the Wound Charts Content if Wound determines in its sole discretion that such access has an adverse effect on Wound.

Except as expressly permitted under these Terms of Use, You shall not and shall cause Your Authorized Users not to: (i) access or use the Wound Charts Software or the Wound Charts Content in connection with the provision of any services to third parties; (ii) resell, rent, license, lease, provide service bureau or timeshare services, transfer, encumber, copy, distribute, publish, exhibit, transmit or otherwise make available to any third party any Wound Charts Content or the Wound Charts Software; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Wound Charts Software or the Wound Charts Content; (iv) use the Wound Charts Software or the Wound Charts Content in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output, including but not limited to introduction of any viruses or malware into the Wound Charts Software; (v) enter data in the Wound Charts Software that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract or modify information in the Wound Charts Software using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping;” (vii) use the Wound Charts Software or the Wound Charts Content or any part or aspect thereof for any unlawful purpose or to mislead or harass anyone; or (viii) use the Wound Charts Software or the Wound Charts Content except as specifically permitted under this Agreement. Use of or access to the Wound Charts Software or the Wound Charts Content not in accordance with these Terms of Use or Your Agreement is strictly prohibited. Any violation will cause Wound irreparable and immediate harm, and Wound is entitled to injunctive relief to prevent such violation.

Third-Party Browser Extensions. Extensions are small software programs, developed by third parties, that can modify and enhance the functionality of Your browser. Extensions may have privileges, including the ability to read, record and/or modify Your private data, including PHI. These extensions are installed by individual users into the browser on their computers and are utilized at ’ own risk. Further, such extensions are not affiliated with and Wound does not have visibility into which extensions any user may use. Wound assumes no browser extensions.

Prior to using the Wound Charts Software, if You have one (or more) of these extensions enabled in Your browsers, Wound recommends completely removing all of these extensions immediately as disabling the extensions may not be sufficient to protect Your PHI. We recommend that You only access the Wound Charts Software from supported browsers that have all plugins and extensions removed.

Further, installing any third-party software on Your operating system may also subject You to the same risks as using browser extensions. damages caused by any third-party software, including, without limitations, browser extensions.

IV. CommunicationsElectronic Notices. By using the Wound Charts Software or providing personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Wound Charts Software. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Wound Charts or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please contact us.

V. Wound Charts’s Content Ownership and Use Wound owns all of the content we create The contents of the Wound Charts Software include: the Wound Charts website, the Wound Charts Software, materials, Wound Charts Software descriptions, proprietary methods, templates, spreadsheets, databases and other electronic tools created or owned by Wound , including all data and information included in or entered into the Wound Charts Software that Wound compiles, sorts, integrates, normalizes, analyzes, maps, stores, processes, selectively aggregates and/or combines with multiple disparate data sources, for comparison, benchmarking or other similar and lawful purposes, as well as edits, improvements, additions, modifications, interfaces, and derivative works prepared from or relating to any of the foregoing, and any and all tangible and intangible works of authorship, copyrights, patents, trademarks, trade secrets and trade dress, and all intellectual property rights in any of the foregoing (collectively, “Wound Charts Content”). All Wound Charts Content and the compilation (meaning the collection, arrangement, and assembly) of all Wound Charts Content are the property of Wound or its licensors and are protected under copyright, trademark, and other laws.

License to You. We authorize you, subject to these Terms of Use, to access and use the Wound Charts Software and the Wound Charts Content solely for the use of the Wound Charts Software, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice without cause. Unauthorized use of the Wound Charts Content may copyright, trademark, and applicable communications regulations and statutes. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Wound Charts Content on any copy you make of the Wound Charts Content.

VI. Confidential Information "Confidential Information" Your Confidential Information shall include the content you post to the Wound Charts Software, not including personal and health-related information; Wound Confidential Information shall include the Wound Charts Software, customer feedback, and information relating to the performance, reliability, or stability of the Wound Charts Software, operation of the Wound Charts Software, know-how, techniques, processes, ideas, algorithms, and software design and architectureHowever, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information.

The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Use, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those employees, affiliates, agents, shareholders, or professional advisors who need to know it and who have agreed in writing with protections no less stringent than those herein (or in the case of professional advisors are otherwise bound) to keep it confidential.

Compelled 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 such Confidential Information.

VII. Intellectual Property Rights and Your License to Use Claim No Ownership. The Wound Charts Software may provide you with the ability to create, post, or share content (“Your User Content”). Wound claims no ownership over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Wound Charts Software.

Use of Posted Content on the Wound Charts Software. By creating, posting, or sharing Your User Content on or through the Wound Charts Software, and subject to Privacy Policy, you grant a perpetual, world-wide, non-exclusive, non- transferable, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose, including for the purpose of promoting Wound Charts and its services. You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. We reserve the right to refuse to accept, post, display, or transmit any User Content.

You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Wound Charts Software or otherwise have the right to grant the license set forth in these Terms of Use, (ii) the posting and use of Your User Content on or through the Wound Charts Software does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the Wound Charts Software does not result in a breach of contract between you and a third party. You all royalties, fees, and any other monies owing any person by reason of content you post on or through the Wound Charts Software.

The Wound Charts Software contains content from users and other Wound licensors. Except as provided within these Terms of Use, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Wound Charts Software.

VIII. Copyright Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Wound Charts Software infringe your copyright, you (or your agent) may send Wound a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed; Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Wound Charts Software are covered by a single notification, a representative list of such works); Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Wound Charts to locate the material on the Wound Charts Software; Your name, address, telephone number, and email address (if available); A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Wound Charts Software should be sent to support. Consult your legal advisor and see 17 U.S.C. Section 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. IX. Suggestions and Submissions Do not send us your ideas for a new business or functionality. If you do, we can use them without compensating you. W appreciates hearing from users and your comments regarding the Wound Charts Software. Please be advised, however, that Wound does not accept or consider creative ideas, suggestions, inventions, or materials (“creative ideas”) other than those which we have specifically requested. While values your feedback on our services, clinical workflows, medical templates or other feedback with respect to the Wound Charts Software or Wound Charts Content (collectively, “Feedback”), please be specific in your comments and do not submit creative ideas. If own, exclusively, all now known or later discovered rights to the Feedback; not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person. For the avoidance of doubt, You shall, and hereby do, irrevocably assign to Your entire right, title and interest in and to the Feedback without restriction.

X. User Content Disclaimers, Limitations, and Prohibitions We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk. By using the Wound Charts Software objectionable or otherwise inappropriate.

You are solely responsible for Your User Content on the Wound Charts Software. Wound does not endorse any, nor is it responsible for, User Content on the Wound Charts Software. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You , Your User Content contain material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.

You agree to use the Wound Charts Software only for its intended purpose and in an authorized manner. You must use the Wound Charts Software in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Wound Charts Software are prohibited. You may not: attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Wound Charts Software, user accounts, or the technology and equipment supporting the Wound Charts Software; frame or link to the Wound Charts Software without permission; use data mining, robots, or other data gathering devices on or through the Wound Charts Software, unless specifically allowed by these Terms of Use; post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity; disclose personal information about another person or harass, abuse, or post objectionable material; sell, transfer, or assign any of your rights to use the Wound Charts Software to a third party without our express written consent; post advertising or marketing links or content, except as specifically allowed by these Terms of Use; use the Wound Charts Software in an illegal way or to commit an illegal act in relation to the Wound Charts Software or that otherwise results in fines, penalties, and other liability to Wound or others; or access the Wound Charts Software from a jurisdiction where it is illegal or unauthorized.

XI. Consequences of Violating These Terms of Use If you do not act acceptably and responsibly, the Wound Charts Software. We reserve the right to suspend or terminate your account and prevent access to the Wound Charts Software for any reason, at our discretion. We reserve the right to refuse to provide the Wound Charts Software to you in the future.

We may review and remove any User Content at any time for any reason, including for activity which, in our sole judgment: violates these Terms of Use; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Wound Charts Software.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms of Use and your use of the Wound Charts Software.

XII. Liability We are not liable for our users when using the Wound Charts Software. Changes to the Wound Charts Software. We may change, suspend, or discontinue any aspect of the Wound Charts Software at any time, including hours of operation or availability of the Wound Charts Software or any feature, without notice or liability.

User Disputes. We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the Wound Charts Software, including payment processors and speech- to-text providers. We are also not responsible for disputes or disagreements between you and any patient with or for whom you or the patient have used the Wound Charts Software. You assume all risk associated with Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Wound Charts Software, including health-related information. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from third-party vendors or suppliers, such as data resulting from the speech-to-text functionality, or the quality or nature of third-party products or services obtained through the Wound Charts Software. Use the Wound Charts Software at your own risk.

We make no promises and disclaim all liability of specific results from the use of the Wound Charts Software.

Released Parties Defined. “Released Parties” includes Wound and our affiliates, officers, employees, agents, partners, and licensors.

A. DISCLAIMER OF WARRANTIES ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WOUND CHARTS SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

B. LIMITATION OF LIABILITY AND INDEMNIFICATION

IF YOU USE THE WOUND CHARTS SOFTWARE IN A WAY THAT CAUSES US TO BE INCLUDED IN LITIGATION, YOU AGREE TO PAY ALL OF OUR LEGAL FEES AND COSTS.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Wound Charts Content or the use of the Wound Charts Software, (iii) any activity on the Wound Charts Software under your log-in credentials, (iv) your breach of these Terms of Use. We shall provide notice to you promptly of any such claim, suit, or proceeding.

Arbitration, Class Waiver, and Waiver of Jury Trial You covenant not to sue or bring any other legal action against Wound in any other forum.XVI. . These Terms of Use, along with Your Agreement, and any policies applicable to you posted on the Wound Charts website, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. The section titles and annotations in these Terms of Use are for convenience only and have no legal or contractual effect. You acknowledge and agree that You shall not offer any form of bonus income, plans, promotions, or any other form of additional incentives (“SPIFFs”) directly to Wound employees, consultants, affiliates or subcontractors.

Updated: August 2025