Phreesia End User Agreement

Each End User Agreement must include terms which are materially no less protective of Phreesia’s rights than those set forth below.

Access Rights. End User is granted a limited term, non-sublicensable, non-transferable, and non-exclusive right to access and use the Phreesia Product solely for End User’s internal business purposes and in accordance with the Documentation, and solely for the transaction levels and period for which End User has paid the applicable fees. End User may make copies of the Documentation solely for End User’s internal use. Notwithstanding the foregoing, the End User Agreement may be assigned upon the transfer by sale, merger, or corporate re-organization of substantially all of the assets of Customer’s organization to a successor Customer organization.

Exclusions. End User will not, nor permit anyone else to: (i) copy, modify, or distribute (or otherwise make available to others) the Phreesia Product; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Phreesia Product (including the Software); (iii) rent, lease, or otherwise use the Phreesia Product on behalf of any third party; (iv) use the Phreesia Product for performing comparisons or other benchmarking activities, either alone or in connection with any other Phreesia product or service; or (v) use the Phreesia Product to send or store any infringing or unlawful material, attempt to gain unauthorized access to, or disrupt the integrity of performance of, the Phreesia Product or the data contained therein or access the Phreesia Product for the purpose of building a competitive product or service or copying its features or user interface.

Title and Protection. Phreesia owns all worldwide right, title and interest in and to the Phreesia Product and Documentation. End User will not delete or alter the proprietary rights notices appearing on the Software or Documentation.

Term and Termination. The term of the End User Agreement will not extend beyond the term of the contract or its subsequent renewals. Following termination of the End User Agreement, End User shall cease use of the Phreesia Product except to access historical records.

Confidentiality. End User will hold the Software and Documentation in confidence and will protect the same with at least the same degree of care with which the End User protects its own similar confidential information.

Export. End User will not export, re-export, or import the Software or Documentation without the appropriate United States or foreign government licenses.

Disclaimer of Liability. Phreesia and its suppliers and licensors disclaim any warranty of any kind directly to End User, including any warranty of title, merchantability or fitness for a particular purpose.

Warranty. Phreesia and its suppliers and licensors disclaim liability for any damages to the End User, whether direct or indirect, incidental or consequential, arising in connection with the End User Agreement and/or the End User’s use of the Phreesia Product.

Go LIVE. If Customer opts not to implement all forms for the initial Go LIVE, Customer shall have sixty (60) days post LIVE to complete the build.