Oura for Business
Products and Services Agreement

Last Updated on January 19, 2023

The Oura for Business Products and Services Agreement (“Agreement”) is entered into by and between (i) Oura Health Oy for Buyers outside of the United States, or (ii) Ouraring, Inc. for Buyers in the United States, (both “Oura”), and the legal entity or individual identified on the Order that references this Agreement (“Buyer”). This Agreement is effective on the date a valid Order is signed by the Buyer (“Effective Date”). The Agreement consists of the terms and conditions below, any attachments or exhibits referenced in the Agreement, and any Orders that reference this Agreement.

IF YOU ARE AN INDIVIDUAL ACCEPTING THIS AGREEMENT OR SIGNING AN ORDER, BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY SERVICE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

IF YOU ARE ACCEPTING THIS AGREEMENT AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP, OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

From time to time, Oura may modify this Agreement. Unless otherwise specified by Oura, changes become effective for Buyer upon renewal of the then-current Subscription Term (as defined below) or entry into a new Order after the updated version of this Agreement goes into effect. Buyer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order, and in any event continued use of any Service after the updated version of this Agreement goes into effect will constitute Buyer’s acceptance of such updated version.

1.Program

1.1.Program. Oura has developed and publicly offers the Oura Ring and associated Memberships to Oura’s Site and Apps to individuals for personal use. While Oura generally charges individuals a fee to purchase and use the foregoing for their personal use, Oura has launched one or more programs pursuant to which Eligible Persons who opt into the Program may participate in consideration of Buyer’s payment of agreed-to fees to Oura. This Agreement states the terms and conditions under which: (i) Buyer may purchase Oura Products and Services for Participants and/or Buyer; (ii) Oura will provide the Products and Services purchased; and (iii) Buyer will compensate Oura in connection with the foregoing.

1.2.Program Rollout. The success of the Program is substantially tied to effective communication to Eligible Persons announcing and promoting the availability and value-proposition of the Oura Products and Services. Promptly following the Effective Date, unless otherwise agreed by the parties, Buyer will notify Eligible Persons of the Program and promote the adoption and use of the Oura Ring and associated Participant Oura Accounts. Buyer agrees to disseminate any Program materials provided by Oura or developed by Buyer and approved by Oura, as applicable, to Eligible Persons.

1.3.Participant Oura Account Eligibility. If Buyer has prepaid for Memberships for a certain period, Oura will permit Participants to use the Participant Oura Account at no charge until such time as Buyer or a Buyer Admin designates a Participant as an Ineligible Person, otherwise lawfully terminates or suspends access to the Participant Oura Account, or expiration of the Membership period. Oura is entitled to rely on the accuracy of information or actions taken by the Buyer, and may or may not allow the Buyer to (i) enable or disable a Participant Oura Account, or (ii) unlink a Participant Oura Account from Buyer’s fee computation. Oura is also entitled to seek payment for continued use of the Oura Products and Services from an individual if an individual is an Ineligible Person. Oura assumes no ongoing duty to monitor or verify Buyer’s designation of an individual as either an Eligible Person or Ineligible Person. Memberships are for individual Participants only and a particular Participant Oura Account cannot be shared by more than one Participant, but an Eligible Person may use a prepaid Membership, replacing a former Participant who has become an Ineligible Person. If Buyer does not prepay for Memberships, or once the prepaid Membership period expires, a paid subscription for each Membership is required for each Participant to access their individual data via the Oura Site and App. Subscription Memberships are governed by the Participant TOU, as updated from time to time.

1.4.Participant Oura Account. Oura and the Eligible Person will separately enter into the Participant TOU for the Participant Oura Account, and if applicable, the Teams TOU, as part of the Eligible Person’s registration process with Oura, whereupon the Eligible Person will be a Participant until such time as he or she is an Ineligible Person per Section 1.3 above, or until he or she terminates the Participant Oura Account, whichever is earlier. Any and all obligations and liabilities of Oura related to the Participant Oura Account, including any rights and obligations related to Participant Data, arise solely and exclusively as between the Participant and Oura pursuant to the Participant TOU and are not in any way governed by this Agreement. The duplication of data contained in the Buyer Data or Participant Data will not create any entitlement or enforcement rights on the part of Buyer on behalf of a Participant pursuant to the Participant TOU.

1.5.Buyer Account. The first Buyer Admin to access the Platform will create the Buyer Account on behalf of Buyer. Use of the Buyer Account is subject to the terms of this Agreement and any Platform-specific terms of use, such as the Teams TOU. Buyer may only use the Buyer Account for its lawful internal business and may only distribute purchased Oura Rings to Eligible Persons during the Term. Buyer is responsible for (i) all use by Buyer Admins, and (ii) securing Buyer’s account(s), passwords, and files. Oura is not responsible for any losses, damages, costs, expenses, or claims that result from stolen or lost passwords.

1.6.Program Restrictions. Buyer will not (and will not permit any third party to): (i) sell, rent, lease, license, distribute, provide direct access to, sublicense, or otherwise make available the Oura Products and Services to a third party (except Buyer Admins and Eligible Users or Participants), or in a service bureau or outsourcing offering for the benefit of a third party; (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Oura Products and Services (except to the extent that applicable law prohibits or limits reverse engineering restrictions); (iii) remove or obscure any proprietary or other notices contained in the Oura Products and Services; (iv) copy, reproduce, or modify the Oura Products and Services; (v) breach, circumvent, disable or tamper with the security of the Oura Products and Services or any API made available by Oura to facilitate interoperability with a Third Party Provider; (vi) access the Oura Products and Services via any automated system, web crawler, or non-human user other than through the user interfaces made available by Oura; (vii) introduce into the Oura Products and Services any software, virus, worm, “back door,” Trojan horse, or similar harmful code; (viii) use the Oura Products and Services to monitor the availability, performance, or functionality of the Oura Products and Services themselves or for any other benchmarking or competitive purposes; or (ix) use the Oura Products and Services to process unauthorized or infringing data, send spam, or to engage in activities prohibited by law or public policy. All rights in the Oura Products and Services not expressly granted herein are reserved. Buyer will cooperate and provide any assistance necessary to enable Oura to exercise its rights and perform its obligations under this Agreement.

1.7.Buyer Access to Participant Data. Some Programs offered by Oura may permit, on an opt-in basis, Participants to share Participant Data with Buyer. Buyer understands and agrees that a Participant’s decision to permit Buyer to view Participant Data is personal to the Participant, and may be revoked by a Participant at any time, for any reason. Oura assumes no liability and makes no promise or representation concerning a Participant’s election to grant or revoke the sharing of Participant Data with Buyer. Buyer agrees that it will not employ any unlawful means to obtain a Participant’s consent, or otherwise coerce a Participant, to share the Participant Data. To the extent that Oura has obtained the requisite consents or opt-ins from the Participant to share Participant Data with Buyer, Buyer agrees that it will only use the Participant Data during the Term for its lawful internal business purposes, in compliance with Buyer’s privacy policies and applicable laws (including but not limited to privacy, employment, or similar laws), and that it will maintain the confidentiality, privacy, and security of the Participant Data it accesses or that is otherwise in its possession. Oura will rely on the Participant’s instructions (including via the Participant’s selections using the functionality of the Oura Products and Services, Site, or App in the Participant Oura Account) in sharing or ceasing the sharing of Participant Data with Buyer. In addition, Oura reserves the right to independently cease or terminate the sharing of Participant Data with Buyer if Oura, acting reasonably, determines that (i) Buyer is engaged in unauthorized or unlawful use of the Participant Data; (ii) Buyer employed unlawful or coercive means to obtain consent to the sharing of Participant Data; or (iii) the continued sharing of Participant Data would cause Oura or Buyer to violate applicable law, governmental order, or the Participant TOU. Oura assumes no duty or liability to Buyer for the accuracy, quality, integrity, reliability, usefulness, or appropriateness of Participant Data.

1.8.Buyer Reports and Wellness Reports; Aggregation. If applicable to an Order, Buyer Reports are designed to provide Buyer with an overview of Program goal attainment, such as wellness statistics of Participant group(s), and other segmented data, as available. If applicable to an Order, Wellness Reports are designed to provide Buyer with an overview of Program goal attainment, such as aggregated wellness statistics of Participant group(s), and other aggregated, segmented data, as available. Buyer Reports and Wellness Reports may only be used for Buyer’s internal business use, and no Oura Data may be extracted, copied, excerpted, exported, added to a separate database, or otherwise collected, accessed or used, apart from the Buyer Reports, and Wellness Reports. To support Oura’s ongoing effort to make Oura Data accurate and useful to all buyers and improve Oura’s Products and Services, Buyer hereby authorizes Oura to combine in wholly de-identified and aggregated form Buyer Data with existing and future Oura Data to create enhanced Oura Data for Oura’s and its buyers’ general business use, on a royalty-free, worldwide, irrevocable, perpetual, and transferable basis. Buyer Data used by Oura to generate any Oura Data will never identify or be associated with Buyer, any Buyer personnel or other person, disclose any Confidential Information of Buyer or identifiable Buyer Data, or be presented in any way that would permit a reasonable person to ascertain any of the foregoing.

1.9.Oura Ring, Platform, and App Data Safeguards. At all times during the Term, Oura will implement and maintain appropriate administrative, physical, and technical safeguards for the protection, security, confidentiality, and integrity of Buyer Data or Participant Data collected by the Oura Ring or processed via the Platform(s), Site, or App (“Data Safeguards”). Except as mutually agreed-upon in advance, Buyer will at no time use or knowingly permit the use of any security testing tools in order to probe, scan, or attempt to penetrate or ascertain the security of the Platform(s), Site, App, or Oura Ring, or Oura’s compliance with the obligations related to the Data Safeguards. Oura agrees to promptly notify Buyer without undue delay (and in any event, no later than within 72 hours) of becoming aware of a breach of the Data Safeguards involving Buyer Data or Buyer’s Confidential Information. Oura and Buyer will provide each other reasonable cooperation and information in connection with any such incident and neither party will issue any public communications regarding an unauthorized disclosure of Buyer Data, Buyer’s Confidential Information, or Participant Data without the other party’s knowledge and consent, provided the foregoing will not limit or restrict either party from communicating with regulators or other legal authorities, auditors, insurance providers, or legal or security advisors or consultants directly necessary to address and resolve the incident. Oura may, in its sole discretion, make any changes to Platform that it deems necessary or useful to maintain or enhance the quality or delivery of Oura’s Products and Services, the competitive strength of, or market for, Oura’s Products and Services, such Platform’s cost efficiency or performance, or to comply with applicable law.

1.10.Access to Third Party Services. The Oura Products and Services may now or in the future contain features designed to permit the Oura Products and Services to interoperate with services or products provided by Third Party Providers. For such features to interoperate with the Oura Products and Services, Buyer may be requested or required to authorize such Third Party Provider to exchange Buyer Data with the Oura Products and Services. Buyer understands and agrees that Oura assumes no liability to Buyer under this Agreement for errors in the Third Party Provider’s products or services, or for their acts or omissions in maintaining, transmitting or exchanging Buyer Data with the Oura Products and Services following Buyer’s authorization of such exchange. Buyer’s authorization to permit the exchange of Buyer Data between the Oura Products and Services and a Third Party Provider does not make the Third Party Provider a third-party beneficiary of this Agreement, nor does it make Oura a third party beneficiary of Buyer’s agreement with such Third Party Provider. To the extent that the availability of all or a portion of the Oura Products and Services depends on the corresponding availability of data provided by the Third Party Provider’s products or services, Oura will not be liable to Buyer or any Participant if changes in systems or interfaces maintained by the Third Party Provider cause the unavailability of all or a portion of the Oura Products and Services. The foregoing rights of access in this Section will terminate in their entirety upon the expiration or termination of this Agreement, except for any surviving obligations of confidence or other rights specifically set forth in Section 4 below.

1.11.Additional Third Party Providers. If Buyer specifically requests that Oura modify the Oura Products and Services to enable them to collect health or other information from a Third Party Provider with whom Oura does not currently interoperate, Oura may charge Buyer a service fee to establish interconnectivity with such Third Party Provider, as mutually agreed in writing. Oura will only charge such fee following notice of such fee and written approval by Buyer, and will not be required to provide data obtained from such Third Party Provider if Buyer does not approve and pay such fee.

2.Terms of Purchase

2.1.Ordering; Fees. Buyer and Oura will issue one or more Orders referencing this Agreement, stating the Oura Products and Services being purchased, fees payable, total Eligible Person count covered by the Program, and other mutually agreed upon commercial terms and conditions. All Orders issued between Buyer and Oura are governed by this Agreement. Buyer’s Affiliates may execute Orders hereunder, in which case the term “Buyer” hereunder will be deemed to refer to such Affiliate. Except as otherwise specified in this Agreement or an Order, (i) fees are quoted and payable in United States dollars, and (ii) payment obligations are non-cancelable and fees paid are non-refundable. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Oura reserves the right to modify fees for Oura Products and Services.

2.2.Invoices and Payment. Fees will be invoiced in accordance with the applicable Order. Except as otherwise set forth in the applicable Order, Buyer agrees to pay all undisputed invoiced amounts on receipt of the invoice. Shipment and/or manufacturing of Products and access to Oura Products and Services is conditioned on Oura’s receipt of payment in full of the corresponding purchase price noted on the Order, unless separately agreed between the parties in writing.

2.3.Overdue Charges. If Oura does not receive fees not subject to a dispute by the due date, then such charges may accrue late interest on the outstanding balance at the maximum rate permitted by law, from the date such payment was due until the date paid.

2.4.Suspension of Program for Nonpayment. If any undisputed amounts owed under this Agreement are overdue from the due date, Oura may, without limiting Oura’s other rights and remedies, suspend Buyer’s, Eligible Persons’, and Participants’ access to the Oura Products and Services until such amounts are paid in full, but provided that (i) Oura has first given Buyer prior written notice that its account is overdue, and (ii) Buyer fails to initiate payment within ten (10) business days from the date of Oura’s notice of overdue payments.

2.5.Payment Disputes. Oura agrees that it will not exercise its rights under Section 2.3 (Overdue Charges) or 2.4 (Suspension of Service for Nonpayment) if the applicable charges are under reasonable and good-faith dispute and Buyer is cooperating diligently to resolve the dispute in Oura’s discretion.

2.6.Taxes. All charges are exclusive of taxes, unless otherwise required by law. If Oura is required to collect sales, use, value-added or other taxes resulting from purchases made by Buyer under this Agreement, then such taxes will be billed to and paid by Buyer, excepting taxes based on Oura’s income, real estate, employees, and except to the extent Buyer is a tax-exempt entity. If Oura is required to directly pay taxes related to Buyer’s purchases hereunder, Buyer agrees to promptly reimburse Oura for any amounts paid by Oura.

2.7.Shipping. The Platform (including Teams licenses, HRM licenses), Site, App, and Memberships are delivered electronically. Oura will ship all Products from Oura’s shipping facility, or place of production or shipment, and title and risk of loss for the Products will pass to Buyer upon delivery, unless otherwise agreed by the parties in writing. The term for any Memberships, licenses to Teams or HRM, Employee Wellness Solution, Support or Services will begin on the date listed in the Order. Unless specifically agreed by the parties in writing, all shipments will be sent to the “ship to” address on the Order or, if no shipping address is provided, to the billing address or address for legal notice. Title and risk of loss or damage in any Products passes from Oura to Buyer upon the tender of shipment to Buyer’s or Oura’s carrier at Oura’s facility. Buyer will pay all shipping charges, insurance, forwarding and brokerage fees, import or export duties and taxes that may be required. Oura may allocate production and deliveries in its sole and reasonable discretion in the event of a shortage of Products. Any shipping dates provided to Buyer are approximate only. Oura will not be liable for any damage, loss, or expense incurred by Buyer if Oura fails to meet a requested or target shipping or delivery date.

2.8.Other Terms. Oura Rings, the Site and App are subject to the Participant TOU, including the limited warranty therein, unless the Order includes an extended warranty, in which case, the term of the extended warranty will be set forth in the Order.

3.Proprietary Rights

3.1.Reservation of Rights. Subject to the rights expressly granted hereunder, Oura and its suppliers and licensors reserve all right, title and interest in and to (i) the Oura Products and Services, Oura Materials, Oura Data, and Oura’s other proprietary and Confidential Information or materials; including all related intellectual property rights. No rights are granted to Buyer hereunder other than as expressly set forth in this Agreement. Buyer will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Oura, if any, appearing on the Oura Products and Services, the Oura Materials, or the Buyer Reports.

3.2.Buyer Data. Buyer hereby grants Oura a limited, non-exclusive, royalty-free, license to access and use the Buyer Data solely as necessary for Oura to (i) administer the Program, including promoting the Program to Eligible Persons and providing the Oura Products and Services to Participants during the Term; (ii) prepare and deliver Buyer Reports or Wellness Reports; and (iii) for the aggregation purposes set forth in Section 1.8. Oura assumes no duty or liability to Buyer for the accuracy, quality, integrity, legality, reliability, appropriateness of all Buyer Data supplied to Oura. Oura will not disclose Buyer Data except in accordance with the express terms of this Agreement, as compelled by law in accordance with Section 4.3 below, or as expressly authorized in writing by Buyer. As between Oura and Buyer, Buyer exclusively owns all right, title and interest in and to all Buyer Data, Buyer Reports, Wellness Reports (excluding the Buyer Report and Wellness Report templates and any Oura Data, Oura Marks, or Participant Data therein) and subject to the rights expressly granted hereunder, Buyer reserves all right, title and interest in and to the Buyer Data and Buyer’s Confidential Information, including all related intellectual property rights. Buyer Data is Buyer’s Confidential Information under this Agreement. No rights are granted to Oura hereunder other than as expressly set forth in this Agreement.

3.3.License to Use Buyer Materials. Buyer hereby grants Oura a limited, non-exclusive, royalty-free, worldwide license to use the Buyer Materials during the Term, solely as may be necessary for Oura to prepare and deliver marketing materials to promote the Program to Eligible Persons or Participants, prepare Buyer Reports or Wellness Reports, or deliver the Oura Products and Services as required by this Agreement. If Buyer Materials include trademarks, trade names, or logos of Buyer (“Buyer Marks”), during the Term, Buyer grants to Oura a royalty-free, worldwide, non-exclusive license to use and display the Buyer Marks as part of the Oura Products and Services provided to the Participants or on Buyer Reports or Wellness Reports prepared by Oura. Oura has no rights to modify the Buyer Marks without obtaining the prior consent of Buyer or applicable trademark licensor. Oura’s use of the Buyer Marks will be subject to Buyer’s prior review and approval. Buyer and its licensors retain all right, title and interest, including all related intellectual property rights, in and to Buyer Materials. This Agreement does not convey to Oura any rights of ownership in or related to the Buyer Materials.

3.4.Suggestions. Oura will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Oura Products and Services any suggestions, enhancement requests, recommendations or other feedback provided by Buyer through its employees relating to the features and functions of the Oura Products and Services, the content of the Oura Materials, or the Program overall (collectively, “Feedback”). Feedback used by Oura will never identify Buyer or any individual, or display or disclose any Buyer Data, Buyer’s Confidential Information, or Participant Data.

3.5.License to Use Oura Materials for Internal Marketing Purposes Only. Oura hereby grants Buyer a limited, non-exclusive, royalty-free, worldwide license to use the Oura Materials during the Term, solely as may be necessary for Buyer to disseminate agreed-to internal marketing materials to Eligible Persons and Participants regarding the Program as permitted by this Agreement. If Oura Materials include trademarks, trade names, or logos of Oura (“Oura Marks”), during the Term, Oura grants to Buyer a royalty-free, worldwide, non-exclusive license to use and display the Oura Marks as part of the internal marketing communications to Eligible Persons only. Buyer has no rights to modify the Oura Marks without obtaining the prior consent of Oura. Buyer’s use of the Oura Marks will be subject to Oura’s prior review and approval. Oura and its licensors retain all right, title and interest, including all related intellectual property rights, in and to Oura Materials. This Agreement does not convey to Buyer any rights of ownership in or related to the Oura Materials. Buyer acknowledges that Buyer’s use of the Oura Marks pursuant to this Agreement will not create any right, title, or interest in such Oura Marks in Buyer. Oura will have the sole right and discretion to bring, prosecute, and settle infringement, unfair competition, and similar proceedings based on the Oura Marks.

4.Confidentiality

4.1.Definitions. “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated or marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Oura includes, but is not limited to, pricing and discounts for the Oura Products and Services, the Oura Data, Oura’s product roadmap information, Buyer Report templates, Oura Materials, and any supplier information, marketing plans, employee information, or financial information. Confidential Information of Buyer includes, but is not limited to, Buyer Reports, Wellness Reports (excluding the template and any Oura Marks or Oura Data therein), Buyer Data, and Buyer Materials.

4.2.Treatment of Confidential Information. Except with the Disclosing Party’s permission, the Receiving Party may not disclose the Confidential Information to any third party other than its contractors or authorized representatives who have a need to know the information and are subject to binding obligations of confidence substantially similar to those set forth in this Agreement.

4.3.Permitted Disclosure. Excluding any Participant Data, which will remain confidential at all times, the obligation of confidentiality does not apply to any Confidential Information that: (i) is or is hereafter made publicly available by the Disclosing Party; (ii) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party; (iii) is lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party without a breach of any obligation owed to the Disclosing Party; (iv) following its disclosure to the Receiving Party, is lawfully received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party; (v) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (vi) the Receiving Party is required to disclose by any applicable law, by any rule or regulation of any court or government agency of competent jurisdiction, or pursuant to legal process; provided that the Receiving Party provides the Disclosing Party with prompt written notice of the requirement to disclose, reasonable assistance in the opposing or limiting of such disclosure and limits such disclosure to that strictly required by such court, government agency or legal process.

4.4.Injunctive Relief. The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

5.Warranties; Disclaimers

5.1.Warranties. Each party warrants that it has the power to enter into this Agreement. Oura warrants to Buyer that the Oura Services will perform in all material respects and that use of the Oura Services in accordance with this Agreement and/or the Participant TOU and Teams TOU as applicable will not violate or infringe any third party’s intellectual property rights. Oura warrants the Products against manufacturing defects and any failure of the Products to meet the technical performance and/or design specifications. Information on this limited Product warranty can be found at https://ouraring.com/terms-and-conditions.

5.2.General Disclaimers. EXCEPT FOR EXPRESS WARRANTIES MADE BY ONE PARTY TO THE OTHER UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY OTHER WARRANTIES TO THE OTHER, IMPLIED OR STATUTORY. EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY, AND NONINFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5.3.Oura-Specific Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, OURA DOES NOT WARRANT THAT THE OURA PRODUCTS AND SERVICES OR PROGRAM (i) WILL MEET BUYER’S OR PARTICIPANTS’ SPECIFIC NEEDS OR ACHIEVE A PARTICULAR WELLNESS RESULT; (ii) WILL BE UNINTERRUPTED OR ARE ERROR FREE; OR (iii) ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK, OR COMPUTER VIRUS INFECTION. THE PLATFORMS, PROGRAM AND SERVICES ARE PROVIDED “AS IS”. THE OURA PRODUCTS AND SERVICES ARE NOT A MEDICAL DEVICE AND BUYER EXPRESSLY AGREES THAT THE OURA PRODUCTS AND SERVICES DO NOT INVOLVE THE PROVISION OF MEDICAL ADVICE BY OURA. THE OURA PRODUCTS AND SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE PRODUCTS AND SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND CANNOT REPLACE THE SERVICES OF PHYSICIANS OR MEDICAL PROFESSIONALS.

6.Indemnification

6.1.Indemnification by Oura. Oura, at its expense, will defend and pay any settlement amounts and damages, costs, and expenses (including reasonable attorneys’ fees) awarded by a court of final jurisdiction arising out of any third party claim, suit, or proceeding alleging that the Oura Products and Services, Oura Materials, Oura Data, or Oura Marks infringe or misappropriate such third party’s intellectual property rights. The foregoing obligation will not apply with respect to a claim of infringement if such claim arises out of (i) Buyer’s infringement or unauthorized supply of Buyer Data; (ii) Buyer’s unauthorized modification of the Oura Products and Services, Oura Materials, Oura Data, or Oura Marks; (iii) Buyer’s breach of this Agreement, if the alleged infringement was caused by such breach; or (iv) Buyer’s violation of applicable law or the rights of third parties. If any intellectual property claim which Oura is obligated to defend has occurred, or in Oura’s determination is likely to occur, Oura may, in its sole discretion and at its option and expense (a) obtain the right of continued use of the allegedly infringing item; (b) substitute a functionality equivalent, non-infringing replacement for such item; (c) modify such item to make it non-infringing and functionally equivalent; or (d) terminate the Agreement and refund to Buyer fees paid by Buyer to Oura for the infringing items in an amount prorated to reflect the period of time between the date Participants were unable to use the Oura Products and Services due to such claim and the remaining days in the current Term. This Section 6.1 contains Oura’s entire liability and Buyer’s exclusive remedy with respect to intellectual property claims.

6.2.Indemnification by Buyer. Buyer, at its expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim, suit or proceeding (i) involving any dispute between Buyer and Eligible Persons, Ineligible Persons or Participants, not caused by Oura’s breach of this Agreement; (ii) resulting from Buyer’s unauthorized access to or use of Participant Oura Account or Participant Data; or (iii) alleging that the Buyer Data or Buyer Materials, including Buyer Marks, violate the rights of privacy, publicity, or infringe of misappropriate such third party’s intellectual property rights.

6.3.Conditions. The parties’ obligations under this Section are contingent upon the indemnified party: (i) giving prompt written notice to the indemnifying party of any claim under this Section; (ii) giving the indemnifying party sole control of the defense or settlement of the claim; and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party will not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable third party claim.

7.Limitation of Liability

7.1.Limitation of Liability. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY BUYER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY (“GENERAL LIABILITY CAP”), EXCEPT THAT, IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, OR AS TO CLAIMS RESULTING FROM EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER (INCLUDING OURA’S BREACH OF OBLIGATIONS RELATED TO DATA SAFEGUARDS) OR BREACH OF A PARTY’S EXPRESS OBLIGATIONS UNDER THIS AGREEMENT RELATED TO BUYER DATA, THE TOTAL AGGREGATE LIABILITY OF A PARTY SHALL BE TWO TIMES (2X) THE GENERAL LIABILITY CAP (“SUPERCAP”). THE FOREGOING WILL NOT LIMIT EITHER PARTY’S LIABILITY TO THE EXTENT PROHIBITED BY LAW, OR IN CONNECTION WITH A VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7.2.Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, “INDIRECT DAMAGES”).

8.Term and Termination

8.1.Term. This Agreement is effective on the Effective Date and will continue in full force and effect for the Term, unless earlier terminated as set forth below.

8.2.Termination for Cause. This Agreement and an Order may be terminated by either party for cause: (i) upon thirty (30) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such thirty (30) day period, or (ii) immediately if the other party is declared insolvent, ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder.

8.3.Expiration and Effect of Termination. If Oura and Buyer have issued multiple Orders pursuant to this Agreement, termination of one Order will not terminate any other Order. However, if all Orders have been terminated, then either party may, on thirty (30) days written notice to the other, terminate this Agreement for its convenience. In the event of termination of an Order or this Agreement: (i) the parties will promptly cease using the other party’s Confidential Information and upon written request, return or permanently destroy all of the other party’s Confidential Information in such party’s possession, and certify the same in writing (except that Oura may retain a copy of Buyer Data contained in the Participant Oura Account to the extent required to comply with applicable law, or applicable auditing standard, or as necessary to continue to provide the Oura Products and Services to former Participants who have elected to purchase the Oura Products and Services out-of-pocket); (ii) Oura will disable the hyperlink and hosted landing page, if any, for registration to a Participant Oura Account; (iii) Buyer will cease further use of the Oura Materials, Oura will cease further use of the Buyer Materials, and Buyer will cease marketing the Program to Eligible Persons as part of the Program; (iv) Buyer may retain and use copies of the Buyer Reports in its possession on an perpetual, royalty-free, worldwide, and irrevocable basis for its legitimate business use; and (v) Buyer agrees to pay Oura all undisputed fees owed, and unreimbursed out-of-pocket expenses approved by Buyer and incurred by Oura. Oura reserves the right to continue to provide the Oura Products and Services directly to former Participants, including for a fee.

8.4.Free Trials. Upon the expiration of Buyer’s free trial, Oura may immediately suspend Buyer’s access to the Platform, HRM, Employee Wellness Solution, Support, or Services. Buyer must export Buyer Data from the Platform before the end of the free trial or Buyer Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement, Oura has no obligation to maintain, store or otherwise retain Buyer Data beyond the end of the free trial period.

8.5.Survival. Except to the extent expressly provided to the contrary herein, Sections 3, 4, 5.2, 5.3, 7, 8, and 9 will survive the termination of this Agreement.

9.General

9.1.Relationship. The relationship between the parties created by this Agreement is that of independent contractors. Neither party will be deemed to be or hold itself out as a partner, joint venturer or agent of the other party. This is a non-exclusive arrangement.

9.2.Entire Understanding. This Agreement, including any terms, exhibits or addenda incorporated by reference herein, and the relevant Order(s) contains the entire understanding between the parties with respect to its subject matter and supersedes all prior proposals, marketing materials, negotiations, and other written or oral communications between the parties with respect to the subject matter of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, or any Order, the terms of such exhibit, addendum, or Order will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Buyer’s purchase order or in any other ordering documentation, excluding Orders, are or will be deemed incorporated into or form any part of this Agreement, and all such terms or conditions are null and void.

9.3.Modification and Waiver. No modification of this Agreement, and no waiver of any breach of this Agreement, is legally binding against the other party unless in writing and signed by both parties. No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement. A determination that any provision of this Agreement is invalid or unenforceable will not affect the other provisions of this Agreement.

9.4.Governing Law and Venue. This Agreement will be governed by the laws of the State of California applicable to contracts entered into and to be performed entirely therein, without regard to principles of conflicts of laws. The state and federal courts within San Francisco County, California, United States, will have exclusive jurisdiction over all disputes arising out of this Agreement. The parties agree to resolve any disputes or claims arising out of or related to this Agreement or the Oura Products and Services through final and binding arbitration by a single arbitrator. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provision” section, including its enforceability, revocability, or validity. Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Oura Products and Services, or violation of any intellectual property rights. Subject to the Mandatory Arbitration Provision, the parties irrevocably consent to bring any action to resolve or enforce claims arising under or relating to this Agreement in the federal or state courts in San Francisco County, California, United States, and each party hereby knowing, intentionally, and voluntarily waives (to the fullest extent permitted by law) any objection to (i) the personal or subject matter jurisdiction of such courts, or (ii) the existence of a more convenient or appropriate forum for resolving any and all such disputes. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

9.5.Publicity. Oura may use Buyer's name and logo to identify Buyer as an Oura customer, or participant of the Program, in its promotional materials. Buyer may withdraw consent for such use by submitting an email to businessmarketing@ouraring.com at any time. Please note that it may take Oura up to thirty (30) days to process such a request. If mutually agreed between the parties, Buyer may provide quote(s) to support an Oura press release, or success story case study.

9.6.Assignment. Either party may assign this Agreement in its entirety (including all Orders), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph will be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

9.7.No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. In particular, Buyer and Oura agree that neither Eligible Persons, Ineligible Persons, nor Participants are intended third party beneficiaries of this Agreement. Further, Buyer specifically agrees that Buyer is not an intended third party beneficiary to the Participant TOU and hereby irrevocably waives any right it may now have or hereafter acquire to enforce the terms of Participant TOU against Oura.

9.8.Notices. All legal notices required to be sent hereunder must be in writing and will be deemed to have been given upon (i) the date sent by confirmed facsimile or electronic mail; (ii) the date it was delivered, if by personal delivery or overnight courier; or (iii) the date received, if by certified mail return receipt requested directed to a party’s address as set forth on the applicable Order, or to such other address as the parties may specify from time to time in writing. All communications and notices to be made or given pursuant to this Agreement will be in the English language.

9.9.Export; Anti-Corruption. Each party agrees, in connection with its obligations hereunder, to comply with all applicable export and re-export control laws and regulations. Buyer will not access or use the Oura Products and Services in a U.S.-embargoed country or in violation of any applicable U.S. export control laws and regulations. Buyer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an Oura employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Buyer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Oura.

9.10.Staffing. Oura will be responsible for staffing decisions with respect to its personnel and the performance of any obligation owed Buyer under this Agreement, and will have the right to assign, remove, or replace any of its personnel under this Agreement.

9.11.Force Majeure. Neither party is responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to (i) acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or (ii) failures of telecommunications or electrical power supplies, network intrusions or denial of service attacks, other computer, Internet service providers or hosting facility failures or delays involving hardware, software or systems not within Oura’s or its service provider’s possession or reasonable control or that are not reasonably preventable by Oura or its service providers (a "Force Majeure Condition"); provided however, economic inability to satisfy a payment obligation is not a Force Majeure Condition. A party whose performance is affected by a Force Majeure Condition is excused from such performance to the extent required by the Force Majeure Condition so long as such party takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed. If the Force Majeure Condition continues for more than thirty (30) calendar days, then either party may terminate the Agreement for convenience upon written notice to the other party.

9.12.Severability. If any provision of this Agreement is declared invalid or unenforceable by a court or administrative agency of competent jurisdiction, the remaining provisions hereof will remain in full force and effect and this Agreement will be construed and performed as if it did not contain the invalid or unenforceable provision.

9.13.Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterpart copies, each of equal validity, which when joined, will together constitute one Agreement. It is expressly agreed that, once this Agreement or any counterpart has been fully executed by a duly authorized individual on behalf of each party, any photocopy, facsimile, or electronically-executed version of this Agreement or any such counterpart will be deemed the equivalent of an original.

9.14.Interpretation. The parties participated in the drafting of this Agreement and, in the event that any dispute arises in the interpretation or construction of this agreement, no presumption will arise that either one party or the other drafted this Agreement. The language in all parts of this Agreement will in all cases be construed and interpreted solely and exclusively in the English language. Any translation of the text hereof is solely for Buyer’s convenience or reference and is not legally enforceable.

10.Definitions

10.1.Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common Control with the subject entity.

10.2.Control for purposes of this definition, means direct or indirect ownership or control of more than fifty percent of the voting interests of the subject entity.

10.3.Buyer Account means the portions of the Platform or Program that are accessible exclusively by Buyer via the Buyer Admin.

10.4.Buyer Admin means the individual(s) whom Buyer designates as administrators, coaches, or similar super user or power user of the Buyer Account.

10.5.Buyer Data means the agreed-to data provided by Buyer to Oura as part of the Program, including any Buyer-specific data reflected in a Buyer Report (excluding Oura Marks, Oura Data or Oura’s Confidential Information that may appear alongside the same). Buyer Data excludes Participant Data.

10.6.Buyer Materials means any Buyer-provided logo images, digital photographs, and other graphic files, text, branding guidelines, style guides, message templates, and materials to be adapted or combined with Oura Materials for dissemination to Eligible Persons to promote and deliver the Program and the Oura Products and Services.

10.7.Buyer Report means reports and/or analytics generated by the Buyer Admin via the reporting capabilities on the dashboard, or otherwise prepared by Oura for Buyer, regarding the Program. Buyer Reports may contain Participant Data that Participants have agreed to make viewable by Buyer and may also include Buyer Data and Oura Data.

10.8.Eligible Persons means individuals that are 18 or older and for whom Buyer agrees to pay fees noted in an Order for the corresponding Oura Products and Services.

10.9.Free Trial means Buyer’s access to the Oura Products and Services on a trial basis free of charge. If Oura makes any Oura Products and Services available to Buyer on a trial basis, such trial will end on the earlier of (a) the expiration of the Free Trial period, or (b) the start date of any purchased Oura Products and Services ordered by Buyer. DURING THE FREE TRIAL THE OURA PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY, except the limited warranty in the Participant TOU currently located at https://ouraring.com/terms-and-conditions. Absent a separate, written agreement between the parties, the terms of this Agreement will govern all Free Trials.

10.10.Ineligible Persons means anyone who is not an Eligible Person.

10.11.Membership means access to a Participant or a former Participant’s individual data via the Oura App and Site, on a prepaid or subscription-based term.

10.12.Order means ordering documents (e.g., order authorization(s), work order(s)) that reference this Agreement and are executed by Buyer (or Buyer’s Affiliate), including electronically, from time to time.

10.13.Oura Data means de-identified and aggregated data, standards, insights, or metrics developed or generated by Oura or licensed by Oura from third parties.

10.14.Oura Materials means all marketing materials, template-based emails, Program enrollment, promotional, or training materials, slide presentations, online user instructions and help files made available by Oura as part of the user interface for the Oura Products and Services, or other content concerning the Oura Products and Services that are provided to Buyer hereunder in furtherance of the Program, as updated from time to time.

10.15.Oura Products and Services includes, to the extent noted on an Order, (i) sizing kits, Oura Rings (“Oura Ring(s)”), chargers, and/or other electronic device(s) (collectively “Products”); (ii) Buyer-prepaid or subscription-based user access to Oura’s web-based platform (“Site”) and Oura’s downloadable mobile application(s) (respectively, “Membership(s)” and “App”) (iii) Oura Teams, which allows Buyer to access and share data among shared users (“Teams”); (iv) the Oura health risk management tool (“HRM”)(Teams and HRM are each a “Platform” and collectively “Platforms”); (v) the Oura employee wellness solution (“Employee Wellness Solution”); (vi) the implementation and customer success training and support services identified on an Order (“Implementation and Support”); (vii) incremental data export services (“Data Export”); and (viii) any additional professional, consulting, training or other services identified on an Order to be provided by Oura to Buyer (“Services”).

10.16.Participant means an Eligible Person who registers the Oura Ring and consents to the Participant TOU for the use of the Platform, Services, Site, and App in the Program, as applicable.

10.17.Participant Data means the Participant’s personal information (i) entered upon registration to the Participant Oura Account; (ii) entered or provided thereafter by the Participant in the course of Participant’s relationship with Oura; or (iii) collected by the Oura Ring concerning the individual Participant.

10.18.Participant Oura Account means the Participant’s personal and unique account within the Platform, Site, and App where the Participant may register their Oura Ring and enable all other features of the relevant subscription.

10.19.Participant TOU means the terms and conditions currently located at https://ouraring.com/terms-and-conditions (including successor URLs) presented to an Eligible Person upon account creation and registration for the Participant Oura Account, including Oura’s privacy policy located at https://ouraring.com/privacy-policy-oura-health.

10.20.Program means the provision of the Oura Products and Services to Buyer and Participants during the Term.

10.21.Teams TOU means the terms and conditions located at https://cloud.ouraring.com/research/terms (including successor URLs) presented to an Eligible Person upon Teams account creation and registration, including Oura’s Teams privacy policy located at https://cloud.ouraring.com/legal/teams/privacy-policy.

10.22.Term means the total period set forth in an Order during which this Agreement is in effect.

10.23.Third Party Providers means unaffiliated third-party businesses contracted by Buyer that provide personal health coaching, wellness, or medical services to Participants.

10.24.Wellness Report means reports and/or analytics generated by Oura for Buyer via the reporting capabilities on the Platform pursuant to the Employee Wellness Solution. Wellness Reports may contain Participant Data that Participants have agreed to make viewable by Buyer and may also include Buyer Data and Oura Data.

In the case of any conflict between the English language version and translations in other languages, the English language will control, unless and except as required by applicable local law.