Last Updated: November 30, 2023

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The terms of use, together with the documents referred to in it (hereinafter referred to as “Terms of Use”), describes the terms and conditions on which you (hereinafter referred to as“User”, “you”, or “your” as the context may require) may use the Triomics Technology Platform (hereinafter referred to as “Platform”), owned and operated by Triomics Inc., having its registered office at 355 Bryant Street, Unit 403 San Francisco, CA 94107 (hereinafter referred to as “Triomics” or “Company” , “we”, “us”or “our” as the context may require).

The Company operates this Platform to offer a range of services designed to advance oncology research and care operations by helping accelerate trial enrollment, quality improvement projects, and streamline healthcare operations. These services include, among others, electronic case report form (eCRF) creation, data integration, concept mapping, a terminology engine, patient-study matching, and real-time study monitoring through the Platform (“Services”).

Our Services may interact with other products and services owned and operated by us and/or our affiliated or unaffiliated third parties (collectively, “Affiliate Services”). When accessing such Affiliate Services, you may be required to adhere to additional terms of use as applicable (“Additional Terms”). Such Additional Terms will form a separate agreement between you and the Affiliate Service provider. By accessing, visiting and/or using the Platform and the Services and/or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our privacy policy (“Privacy Policy”), incorporated herein by reference.

BEFORE ACCESSING OUR PLATFORM OR USING ANY SERVICE, PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY ACCESSING, BROWSING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL CONSENTS AND DISCLOSURES SET FORTH (AND HEREBY INCORPORATED HEREIN BY REFERENCE), ALL OF THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY FUTURE MODIFICATIONS TO THESE TERMS OF USE, AND ALL GUIDELINES SET OUT BELOW. IF YOU DO NOT AGREE TO THE TERMS OF USE, THEN PLEASE CEASE USING THE SERVICES OR THE PLATFORM IMMEDIATELY.

1. AUTHORIZED USERS
1. The Platform and Services are available only for the authorized representatives (“Users”)

of hospitals/clinical establishments (“Customer(s)”) with whom the Company has entered

into a written agreement or other arrangement or understanding regarding the Platform. The Users may also belong to authorized representatives of the sponsors of a clinical study who have appointed the Customer to undertake a clinical study on its behalf.

1. Customer may authorize on its behalf, its representatives for use of the Platform and Services in different roles and capacities (such as a study administrator, principal investigator, form designer, clinical research coordinator and/or clinical research associate) with differential access, permissions and restrictions to features of the Platform and Services. At all times while using the Platform and Services, Customer and its authorized representatives, as Users, agree to be bound by these Terms of Use and the terms of any other agreement with the Customer, including a Business Associate Agreement (if applicable). The Company shall, in no event, be responsible for, and has no role in implementation of such grant of access, permissions or restrictions to features of the Platform or Services to Users. For the purposes of this Terms of Use, the term “User” shall mean and include Customer, along with authorized representatives of the Customer intending to use and access the Platform and Services through Primary User Accounts (defined below) and Supplementary User Accounts (defined below).

2. The Customer, and not Triomics, is solely responsible for establishing the criteria and determining which of the Users will be (and continue to be) eligible to use the Platform and the Services. Further, the sponsor(s), and not Triomics, are solely responsible for establishing the criteria and determining who will be eligible for conducting the relevant clinical trial / study.

3. Triomics reserves all the rights to modify and alter the Platform provided to you without prior approval from you. Triomics will ensure that such modification will not directly or indirectly hinder or adversely affect the Services being provided to you. If you do not agree to be bound by all the conditions/terms enlisted in this Terms of Use, please refrain from using the Platform and the Services.

2. AFFIRMATIVE REPRESENTATIONS REGARDING YOUR USE OF SERVICE

1. When you use the Platform or Services, you represent that: (a) the information you

   submit is truthful and accurate; (b) your use of the Services available on the Platform do not violate any applicable laws or regulation; (c) you are 18 (eighteen) years of age or older; and (d) you are of sufficient legal age or otherwise have legal capacity to legally enter into these Terms of Use and contract.

2. Users must not engage in any activity that may compromise the security or integrity of the Services. Unauthorized access, use, or distribution of data is strictly prohibited. Users must not attempt to interfere with the proper functioning of the Platform or Services.

Users are responsible for ensuring compliance with applicable laws, regulations and

ethical standards when accessing or using the Platform or Services. 3. By using our Services on the Platform, you shall not:

1. use our Platform and/or Services for any purpose other than those uses specifically authorized or permitted by us;

2. impersonate any person or entity, falsely claim or otherwise misrepresent an affiliation with any person or entity, or access the accounts of other person without their permission, or perform any other similar fraudulent activity;

3. infringe our or any third party's intellectual property rights, rights of publicity or privacy;

4. post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person;

5. use the Platform and/or Services in any manner that could damage, disable, overburden, or impair it, including, without limitation, using the Services in an automated manner;

6. breach these Terms of Use or any other applicable policy;

7. provide false, inaccurate or misleading information;

8. use the Platform to collect or obtain personal information, including without

   limitation, confidential information, about other Users of the Platform;

9. exchange, discuss, highlight, promote or disseminate, either directly or indirectly,

   any data or information relating to our competitor(s) or such entities engaged in similar business as that of the Company, with a view to, inter alia, persuade our existing members on the Platform to discontinue their engagement with us; or

10. use the Platform and/or Services in a manner that results in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to us, a third party or you.

3. USER REGISTRATION AND ACCESS CREDENTIALS
1. In order to utilize the Platform and/or Services, the Company will provide Customers with

a registered account and access credentials to access and use the Platform (“Primary User Account”). The password provided to Customers as a part of the access credentials to the Primary User Account is a temporary password and the Customer is required to update the same immediately. Customer thereafter, will be permitted to create additional accounts linked to the Primary User Account (“Supplementary User Accounts”), which can be accessed by the Customer’s authorized representatives, as Users in accordance with this Terms of Use.

1. You hereby acknowledge that only you, will use and access the Platform and/or Services, only by using the access credentials specifically provided for your Primary User Account or Supplementary User Account (collectively, “User Account”), as applicable. It is your responsibility and obligation to safeguard your User Account and the access credentials provided to you with respect to the User Account. You will not allow any third party to access and use the Platform and/or Services. You will immediately notify the Company of any actual or suspected unauthorized use of your User Account. The Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the Company or such other parties as the case may be, due to any unauthorized use of your User Account.

2. For creation of User Accounts to enable your use and access of the Platform and/or Services, we may require your personal information such as name, age, email id, phone number, educational qualifications, or any other such information that is necessary for registering you on the Platform (collectively, “User Information”). The Company reserves the right to verify User Information as provided by you, and at its sole discretion, refuse to register you / delete your User Account, and/or suspend your access to the Platform and/or Services with immediate effect. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to discontinue the provision of Services to you at its sole discretion.

4. INTELLECTUAL PROPERTY

1. As between Customer and Company, Company owns all of the intellectual property rights

   relating to the Platform and Services, including, but not limited to, copyrights, patents, trademarks, trade secrets and other rights relating to the Services (including the Platform and any content relating to your use of the Services) protected under United States laws and international treaties. Except as expressly stated herein, this Terms of Use does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of Services or any ancillary software, services or documents provided by the Company as part of the Services.

2. By agreeing to this Terms of Use or making use of the Services to store or handle any Data, you represent to us that in doing so you are not violating any intellectual property interest of any other person or entity, including without limitation, any laws of any jurisdiction to which the Data may be subject.

1. Company and the Company logo are registered trademarks of Company. All other trademarks appearing on the Platform and related documentation are the registered and unregistered trademarks of their respective holders. You may not use any trademark or service mark appearing on the Platform or any documentation without the prior written consent of the Company or the owner of the mark. In the event the Platform contains any copyright or other message(s) embedded therein, you shall not modify or remove such embedded message(s). Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any license or right to use any trademark, patent, design right or copyright of Company, or any other third party.

2. If you choose to provide technical, business or other feedback to Company concerning the Platform, the related Services, documentation, or any Company products or services (collectively, “Feedback”), Company will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights on an anonymized basis or licensing obligations. You irrevocably assign to us all right, title, and interest in and to the Feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Feedback. By submitting Feedback, you represent and warrant to Company that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You understand and agree that the incorporation by Company of Feedback into any of its products or services does not grant you any proprietary rights therein.

5. DATA AND PRIVACY

1. By using the Platform and/or Services you agree to our Privacy Policy, the terms of which

   are incorporated into, and form a crucial part of, these Terms of Use. You hereby expressly authorize us to access information you disclose to us and permit us to access, use and, in some cases, store your information in accordance with the terms of our Privacy Policy. Our Privacy Policy sets out the terms on which we process any personal or other data we collect from you, or that you provide to us during use or access of the Platform and/or Services (collectively, “Data”). Our Privacy Policy shall apply to your use of the Platform and/or Services and by using the Platform and/or Services you consent to such processing and you warrant that all Data provided by you is accurate.

2. You agree that you are solely responsible for the authenticity and accuracy of any and all Data provided or processed by you in connection with the Services on the Platform, and that the Company has no role whatsoever in verifying the authenticity or accuracy thereof.

1. You will comply with the applicable data protection laws with respect to the processing of the personal data.

2. You warrant to the Company that you have the legal right to disclose all personal data that you directly disclose on the Platform.

3. The Company will not be liable for (i) the accuracy, quality, content, legality and use of any personal data, and (ii) compliance with any applicable laws, except to the extent such applicable laws specifically require Company’s compliance. The sole responsibility for the integrity, security and confidentiality of the personal data uploaded/disclosed by you on the Platform resides with you or the Customer, including requirements under the applicable laws, and the Company in no manner shall be responsible for any aspects, actions or inactions in relation to personal data, except for cases where responsibility is solely and directly attributable to the Company.

4. The Company maintains records of authorization of access to the Platform, with respect to levels of access granted to each User. The Platform will only allow access to an User based on the level of access permitted to such User by the Customer and as recorded in the Platform. In case an Authorized User breaches and accesses Platform in an unauthorized manner then for such unauthorized access Customer will solely be liable and the Company will not be held liable for any such unauthorized access.

5. The Customer hereby authorizes the Company to make the following transfers of its Users data:

   1. the Company may transfer the Users’ data internally to its own employees, offices and facilities, provided that such transfers must be protected by appropriate safeguards; and

   2. the Company may transfer the Users’ data to its third party processors and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein.

6. Notwithstanding any other provision of this Terms of Use, the Company may process the Users’ data if and to the extent that the Company is required to do so by applicable law. In such a case, the Company shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

7. The Company shall ensure that persons authorized to process the Users’ data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

6. CONFIDENTIAL INFORMATION

1. For the purposes of this Terms of Use, the term “Confidential Information” means all oral, written, graphic, or physical information, disclosed to or by the User while using the Platform and/or Services, not generally available to the public, including without limitation, information related to the Data. All Confidential Information is and will be the exclusive property of the party disclosing such Confidential Information.

2. You agree to maintain the Confidential Information in strict confidence and, except to the extent expressly permitted in this Terms of Use, and not disclose any Confidential Information, except with the specific prior written consent of the party to whom such Confidential Information belongs to.

3. In relation to any Confidential Information, you agree:

   1. to take such steps necessary to protect the Confidential Information from any

      unauthorized use, reproduction and disclosure;

   2. to use such Confidential Information only for the purposes as may be necessary

      for the use of the Platform and/or Services and for the purpose for which such

      Confidential Information is disclosed;

   3. not, without the discloser’s prior written consent, to copy the Confidential

      Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as otherwise expressly provided in this Terms of Use, or as needed for the purposes of this Terms of Use;

   4. not, without the discloser’s prior written consent, to disclose, transfer, publish or communicate the Confidential Information in any manner to any person except as permitted under this Terms of Use;

   5. The aforesaid shall not be applicable and shall impose no obligation on you with respect to any portion of Confidential Information which: (i) was at the time you received or which thereafter becomes, through no act or failure on your part, generally known or available to the public; (ii) is already known to you prior to at the time or subsequent to disclosure by the discloser from sources which to your knowledge are under no obligation of confidentiality as stated under this Terms of Use; (iii) has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that the discloser shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order; or (iv) is developed by you without access to the Confidential Information, provided that such independent development is evidenced by written records. The confidentiality obligations herein shall survive till such time that the Confidential Information enters public domain.

1. DISCLAIMER OF WARRANTIES

   1. You understand that we cannot and do not guarantee or warrant that files available for

      downloading from the Platform and/or Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Service or any Services or items obtained through the Service or to your downloading of any material posted on it, or on any service linked to it.

   2. Your use of the Platform and/or Services, its content and any services or items obtained through the Platform and/or Services is at your own risk. The Platform and/or Services, its content and any services or items obtained through the Platform and/or Services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Neither the Company nor any person associated with Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Platform and information available on the Platform or made available through the Platform. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Platform, its content or any Services or items obtained through the Platform and/or Services will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our Platform or the server that makes it available are free of viruses or other harmful components or that the service or any services or items obtained through the service will otherwise meet your needs or expectations.

   3. The Company hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable laws.

2. LIMITATION ON LIABILITY

1. To the fullest extent provided by applicable laws, in no event will the Company, its

affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Platform and/or Services, any services linked to it, any content on the Platform or such other services or any services or items obtained through the Platform or such other services, including any direct, indirect, special, incidental,

consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable laws.

9. INDEMNIFICATION
1. You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors

and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform and/or Services.

10. OUR MANAGEMENT OF THE PLATFORM/SERVICE, USER MISCONDUCT

1. We reserve the right, but do not undertake the obligation to: (a) monitor or review the Services for violations of these Terms of Use and for compliance with our policies; (b)

   report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Use; (c) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) access to the Platform and/or Services; (d) manage the Services in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Services; and (e) screen our Users or members, or attempt to verify the statements of our Users or members and/or (f) or to terminate or block you and other Users for violating these Terms of Use.

2. Without limiting any other provision of these Terms of Use, we reserve the right to, in our sole discretion, and without notice or liability, deny access to and use of the Platform and/or Services to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in these Terms of Use, or of any applicable laws or regulation.

11. CHANGES TO THESE TERMS
1. We may revise these Terms of Use at any time, by amending this page, without providing

any intimation to you. Please check these Terms of Use from time to time, to take notice of any changes that we make, as they will be binding on you.

2. If you are a registered user of the Service, we will notify you of material changes to these Terms of Use by email before the effective date of the changes. It is therefore very important that you make sure we have a current email address for you on file so that you will receive notice of any material changes. In addition, you will be required to affirmatively accept the new Terms of Use the first time you visit the Service and log in to your user account after the new Terms of Use take effect. If you do not agree with the proposed changes, you should discontinue your access to the Platform or use of the Service prior to the time the new Terms of Use take effect. If you continue using the Service after the new terms take effect, you will be bound by the modified Terms of Use.

12. CHANGES TO PLATFORM
1. In order to optimize and improve your experience, we may update the Platform from time

to time, and may change the content, display or form of the Platform or its user-interface at any time without prior notice. We do not guarantee that the Platform, or any content provided or displayed on it, will be free from errors or omissions. Further, we are under no obligation to update the Platform or any of the content provided on it.

13. REGULATORY INSPECTIONS AND INQUIRIES
1. In the event you are notified of an inspection or inquiry by a regulator that relates to the

provision or use of the Platform, Services or Affiliate Services under applicable laws, you are required to immediately inform the Company of such notification through email, to legal@triomics.com. You agree that during any such regulatory inspection or inquiry with respect to the Platform, Services or Affiliate Services, the Company reserves the right to make available to the regulatory authority all information and records as provided by you, to the extent as lawfully required.

14. LEGAL DISPUTES AND DISPUTE RESOLUTION

1. We are available by email at legal@triomics.com to address any concerns you may have

   regarding your use of the Platform and/or Services. Most concerns may be quickly resolved in this manner. Each of you and the Company agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit.

2. In the event of any legal dispute or claim relating to or arising out of these Terms of Service or use of Triomics services, you and the Company agree that such dispute shall be resolved by final and binding arbitration, in New York County, New York conducted through the American Arbitration Association (“AAA”) or the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with the AAA or JAMS arbitration rules

then in effect. The decision of the arbitrator shall be final and binding on the parties, and

judgment thereon may be entered in in a court of competent jurisdiction.

1. The parties acknowledge and agree that :

   1. they are waiving their rights to a jury trial in favor of having their disputes resolved by final and binding arbitration and

   2. they are waiving the right to participate in any class action or joint arbitration

   3. each party will be responsible for their own legal costs.

2. Governing law and dispute resolution. These Terms of Use are governed by the laws

   of the State of New York. Any action, suit, or other legal proceeding, which is commenced to resolve any matter arising under or relating to the Service or these Terms of Use, shall be brought in New York County, New York.

15. OTHER TERMS

1. Independent contractors. Nothing in these Terms of Use shall be deemed to create an

   agency, partnership, joint venture, employer-employee or franchisor-franchisee

   relationship of any kind between us and any user.

2. Non-waiver. Our failure to exercise or enforce any right or provision of these Terms of

   Use shall not operate as a waiver of the applicable right or provision.

3. Severability. These Terms of Use operate to the fullest extent permissible by applicable law. If any provision or part of a provision of these Terms of Service is unlawful, void, or

   unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

4. Notices. You agree that the Company may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail or postings on the Platform.

5. Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification hereby survive any termination of these Terms of Use or any termination of your use of or subscription to the Services.

6. Assignment. These Terms of Use are personal to you and are not assignable or transferable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent.

7. No modifications by our employees. If any of our employees offer to modify the terms of these Terms of Use, he or she is not acting as an agent for us or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from our employees or anyone else purporting to act on our behalf.