INTRODUCTION

Please read the Terms of Use (the "Terms") carefully as they govern your use of (including access to) Citamed personalized services for appointment management, texting, calling, and other content, including all websites and software applications that incorporate or link to the Terms (collectively, the "Citamed Service").

Use of the Citamed Service may be subject to other terms and conditions provided by Citamed, which are incorporated into these Terms by this reference.

By registering for or using the Citamed Service, you agree to the Terms. If you do not agree to the Terms, you must not use the Citamed Service or access any content on our platform.

Service provider
The Terms are agreed between you and Citamed LLC, 90 CALLE SAN MARTIN, GUAYNABO, Puerto Rico.

EXPOSED

FIRST: The Partners hereby agree that You require and contract the services and license use of Citamed.net and CITAMED, LLC. to provide the services offered by Citamed.net, including confirmation of appointments, configuration and reports of the platform and other listings in Appendix A.

SECOND: CITAMED will provide the contracted services mainly virtually, remotely and sometimes in person at the facilities under the following clauses and conditions:

TERMS AND CONDITIONS

1. Acceptance . You are legally authorized to enter into this Agreement. You agree to your Agreement by performing any of the following: a) giving us your written or electronic signature or verbally telling us that you accept; b) activate the service; or c) use the Service.

   
   

2. Term of Service and Termination Fees. The time established under this contract is twelve (12) consecutive months ("Term"), counted from the "Acceptance", in accordance with the previous paragraph. After the first term of service has been completed, this contract will be automatically renewed on a month-to-month basis.

   
   

3. Periods of suspension of service . If at the request of You or Citamed the service is suspended is not counted for its Term, thus leaving the remainder of the term pending service and payment.

   
   

4. Cancellation. You may cancel the service without paying an Early Termination Fee by notifying thirty (30) days in advance:

   1. To cancel your service, you must request cancellation in writing to your service representative.

   2. You will remain responsible for all charges incurred up to the effective date of the cancellation.

   3. If you terminate your service, such termination will be effective at the end of your current billing cycle, and you will remain responsible for all fees and charges applicable to your service and usage until the end of such billing cycle.

      
      

5. Other Services. Citamed may communicate at its discretion, through any of its platforms, third-party services, if and only if, it is considered that they will be of added value to you, patients, health providers or any other related entity, including, but not limited to, transportation to medical

   appointments and other messages related to the medical and health sector. It will be in Citamed's sole discretion to determine which services to third parties will be communicated through its platforms.

   
   

6. Billing of the Service. The costs and services to be provided by Citamed are listed in Appendix A "Service Agreement" which becomes an indispensable part of this contract.

7. Taxes, Fees and Other Charges. You agree to pay all taxes, fees and surcharges ("Taxes and Fees") imposed by the government of Puerto Rico. To determine Taxes and Fees, we will use the physical address that you have identified as your Place of Primary Use (LUP). The LUP for Puerto Rico customers must be in Puerto Rico. If the correct LUP was not identified, or if you provided an address (such as a PO Box) that is not a recognized physical address, or if you did not identify the applicable tax jurisdictions or if you did not reflect the service area associated with your phone number, Puerto Rico will be designated as your default location for tax purposes.

   
   

8. Payments, Late Fees, Deposits and Credit Checks . If the electronic payment set forth in the next paragraph is declined and we do not receive full payment by the due date on your invoice, you will be charged a $20 monthly late fee. If, after notifying you of the outstanding charges to your service, including the collection of the late fee, we do not receive full payment within the next billing cycle, we will proceed to suspend or cancel your service immediately.

   
   

9. Direct or Automatic Debit . Except as otherwise provided by law, you represent that you agree to our regular collection processes that require you to provide a payment method (bank account or credit card) from which all charges related to the use and enjoyment of our service contemplated in the billing will be debited monthly.

   
   

10. Your Right to Dispute Charges , you agree to notify us in writing of any dispute relating to your bill to charges to your account within twenty (20) days after the date you first received the disputed invoice or charge. If you accepted a credit, refund, or other compensation or benefit to resolve a disputed invoice or charge, you agree that the matter has finally been resolved.

    
    

11. Service Availability . Blackouts, scheduled maintenance of service and unexpected service interruptions may occur. You acknowledge and agree that we will not be liable for problems related to the availability or stability of the service. Service interruptions of more than twenty-four (24) hours will be accredited, if necessary, upon written request and an investigation of the causes and existence of such interruption by our technical department. In order to apply for credit, you must exercise due diligence in informing Citamed of the service interruption while it is occurring or no later than forty-eight (48) hours after the service was restored.

    
    

12. OWNERSHIP AND RESTRICTIONS.

    Incorrect Use of the Service . You agree not to misuse the Service, including, but not limited to:

    1. resell or re-invoice our service.

    2. use the Service to engage in unlawful activities, or conduct that adversely affects our consumers, employees, businesses or any other person, or that interferes with our operations, networks, reputation or ability to provide quality service, including, without limitation, the creation or dissemination of viruses, malware or "denial of service" attacks.

    3. use the service as a substitute or as a backup for private lines or dedicated data connections.

    4. send unsolicited mass mail (spamming) or making other abusive or unsolicited communications, or any other mass communication, with automated voice or data for commercial or marketing purposes. You agree that a violation of this section harms CitaMed.net in such a way that it cannot be compensated by monetary damages and that CitaMed.net will be entitled to immediate injunctive relief, including the issuance of a preliminary injunction against you, in addition to any other available remedy.

    
    

13. Our Rights to Limit or Terminate the Service or the Agreement . We may limit, suspend, or terminate your service or the Agreement for any of the following reasons, including, without limitation, if you or any user in your account:

    1. breaches the Contract.

    2. incur charges greater than any billing or credit limitations on your account (even if we have not billed you for the charges);

    3. does not pay the invoices issued related to the contracted services.

    4. provides inaccurate information or credit information that we cannot verify.

    5. transfers service to another person without our consent;

    (f) becomes insolvent, declares bankruptcy or threatens to file for bankruptcy (except as prohibited by law);

    1. makes incorrect use of its service, as described in Section 12 above; or

    2. uses your service in an excessive, exceptionally onerous or unprofitable way for us.

    
    

    LICENSE RESTRICTIONS

    You have access to the Citamed program under a limited license only as granted and as set forth in this Agreement. You have the non-exclusive right to use the Citamed program in compliance with this Agreement. Usted shall not (i) modify, adapt or create any derivative work of the

    Citamed program, the film containing the Citamed program or the user documentation. You may also not: (ii) rent, sublicense, resell, loan, redistribute or otherwise transfer the Citamed program or user documentation, whether for commercial or other purposes; (iii) reverse engineer,

    disassemble, decrypt or disassemble the Citamed product or program or attempt to transform such program. As well as removing or altering any intellectual property, trademark or proprietary notices found in the program or in the documentation for the user; (v) use the product, program or user documentation to develop a program product or equipment competitive with the products and services provided by Citamed in this Agreement or any other product in any manner not set forth in this Agreement or in the user documentation; (vi) in the event that the program is a firmware, copy the firmware, use it on a multi-user system or use it separately from the device on which it is installed; (vii) use the program to transmit viruses or other harmful computer code, files or programs, or to exclude, disable or otherwise interfere with security-related functions of the program; (viii) use the program to collect personally identifiable information, send commercial communications without authorization, or invade the privacy rights of any third party; or (ix) use the program for any unlawful purpose or in any manner that does not respect this Agreement. Citamed reserves all rights not expressly granted to you in this Agreement. You may not acquire such rights, whether through implication, estoppel, or other means.

    
    

14. Privacy and Confidentiality. You and Citamed will comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), if applicable, regarding the obligation of privacy, confidentiality and security in the handling of patient information. You will become familiar

    and

    comply with the requirements of such law, its regulations and the policies adopted by Citamed in relation to such law.

    
    

    You and Citamedwill protect the confidentiality and privacy of patient information from patients of the community and agree not to disclose Protected Health Information, as defined by 45 C.F.R. 164.501, except as permitted by law.

    
    

15. Disclaimer of Warranties . We make no representations or warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose related to your service. CitaMed.net is an automated service that relies exclusively on the information input and

    fed by you and your staff. CitaMed.net does not alter, modify, convert or amplify in any way the

    information that is extracted from your information repositories or that you provide to us for the operation of the service. You agree that CitaMed.net shall not be and shall not be liable for any error or incident that may relate directly or indirectly to such information or data, its collection, use, processing or any other action or process involving it.

    
    

16. Disclaimers and Limitations of Liability . You and Citamed agree to limit your claims for damages or other monetary remedies against each other to direct and actual damages. This limitation and waiver will apply regardless of the theory of liability, whether it is fraud, misrepresentation, breach of contract, bodily injury, product liability, or any other theory. This means that neither party will claim the other party for indirect, special, consequential or punitive damages or triple damages. This limitation and waiver also applies to any claim you may bring against any other party to the extent that it would require us to identify that party by such claim. You agree that we will not be liable for problems caused by you or a third party. You agree and agree that anyclaim relating to the Contract shall be filed within 2 years of the date on which the claim arose.

    
    

17. Separability . If a provision or portion of this Agreement, or that performance thereof in relation to any person or circumstance, is determined to be void, unenforceable, or contrary to local or federal law, then that provision, as applied, shall not form part of this Agreement, but the remaining content, as well as the provisions applicable to other persons or circumstances, shall not be affected and this Agreement, as modified, shall remain in full force and effect, unless the removal of such provision would prejudice the considerations received by each party under this Agreement or materially affect the continued operation of this Agreement in its essence.

    
    

18. Applicable Law . This agreement shall be construed in accordance with the laws of the Commonwealth of Puerto Rico, as well as any applicable federal law.