APPLICATION SERVICES AGREEMENT (Kyla and Employer)

This Application Services Agreement (“Agreement”) is entered into on this date of registration (“the Effective Date”) by and between LifeTime App, Inc., a Delaware corporation dba Kyla (“Kyla”) and the employer identified by “Company Name” in the Sign Up form in which the Agreement is presented (“Employer”).

Recitals

Whereas, Kyla has developed, owns and operates a health tracking application (“the Application”) that includes the proprietary Kyla Technology Suite which coordinates limited health care services for users (“Health Care Services”), including but not limited to diagnostic testing for the novel coronavirus disease, commonly known as COVID19, via communication within the Application from certain Health Care Providers that are contracted Business Associates of Kyla; and

Whereas, Employer desires to provide its Employees with access to the Application so as to facilitate a connection for its Employees to obtain Health Care Services, and for Employer to receive diagnostic testing results and information pertaining to its Employees related to detection of markers of antibodies for COVID19 and/or signs or symptoms of respiratory illnesses related to COVID19.

Now, therefore, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employer Use of Application.

1.1 Employer Identifier Code. Kyla will provide Employer with a unique code (“Identifier Code”) for Employer’s company account with which to provide it and its Employees access to the Kyla Technology Suite online within the Application, subject to the terms of this Agreement, and specifically, without limitation, Sections 1.2 and 1.3, below.

1.2 Service Options and Pricing. As of the time of this Agreement, Kyla offers multiple distinct service options to Employers for use of the Kyla Technology Suite (“Technology Fee”) and facilitation of COVID19 diagnostic testing to Employees (“Testing Fee”), with a combination of fixed and variable pricing per Employee per month (“PEPM”) as set forth on the schedule attached hereto as Exhibit A. Employer shall identify its selected option by checking the applicable option on said Exhibit A, for which Employer will be billed at the corresponding PEPM rate each month pursuant to the terms of this Agreement unless and until the Testing Option is changed by Employer or Kyla expressly in writing. Employer acknowledges and agrees that Kyla may, at any time during the Term of this Agreement, downgrade Employers selected Testing Option to a lesser priced Testing Option if, in its sole discretion, determines that the Health Care Providers cannot reasonably provide the frequency or manner of service contemplated by the Testing Option selected. Kyla additionally offers optional Outbreak Prevention Services as described in section 2.4.

1.3 Employee Access and Participation. Employer acknowledges and agrees that no Employee shall be permitted to access or use the Kyla Technology Suite within the Application unless and until he or she expressly acknowledges and executes each of the required consent and authorization forms that are published within the Application, presently titled as follows:
(a) Consent to Medical Treatment;
(b) Terms of Service;
(c) Notice of Privacy Practices;
(d) Authorization to Release Medical Information;
(e) Authorization of Marketing; and
(f) Authorization for Use and/or Disclosure of Protected Medical Information.

Included within the Authorization for Use and/or Disclosure of Protected Medical Information shall be a specific authorization by the Employee to release to Employer certain limited information pertaining to diagnostic testing results which may indicate (i) detection of markers of antibodies for COVID19 (ii) signs or symptoms of respiratory illnesses related to COVID19, (iii) indication of abnormal systems and vital signs,(iv) potential exposure to COVID19 through contact tracing, and (v) confirmation of Employee completion of COVID19 education materials available in the Application.

1.4 Employer Use Restrictions. Employer shall not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) cause or permit the use of its Identifier Code by any person or entity other than Employer and its participating Employees to access or use the Application for any purpose; (b) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Application or any related software, in whole or in part; (c) modify, translate or create derivative works based on the Application or related software; or (d) provide, disclose, divulge or make available or permit use of the Application in a form other than as part of the web service and any mobile application provided by Kyla.

1.5 Employer Compliance. Employer represents, covenants and warrants that Employer will use the Application only in compliance with Kyla’s standard policies then in effect and published on Kyla’s website, as well as with all applicable laws and regulations. Employer acknowledges and agrees that, although Kyla has no obligation to monitor Employee’s use of the Application, Kyla may do so and may restrict or prohibit any use of the Application it may reasonably believe (or is alleged to be) in violation of the foregoing.

1.6 Employer Responsibilities. Employer shall be responsible for obtaining and maintaining any equipment and ancillary services needed for it and its Employees to connect to, access or otherwise use the Application, including but not limited to hardware, modems, servers, software, operating systems, networking, web servers and the like (collectively, “the Equipment”). Employer shall also be responsible for maintaining the security of the Equipment, Employer’s Identifier Code, its files and any related passwords for all uses of the Application or the Equipment with or without Employer’s knowledge or consent.

1.7 Technical Support. Subject to Employer’s full performance of its obligations under this Agreement, including but not limited to maintaining all payments current pursuant to Section 2, below, Kyla will provide technical support for the Application to Employer via electronic mail on weekdays during the hours of 9:00 am through 6:00 pm Pacific Time, with the exception of federal holidays (“Support Hours”). Employer may initiate a help request by emailing support@kyla.com. Kyla will use commercially reasonable efforts to respond to all help requests within one business day.

2. Payment of Fees.

2.1 Timing and Amount. Upon execution of this Agreement, Employer shall pay to Kyla all PEPM fees applicable to its selected Technology and Testing Options and number of participating Employees (“Fees”) as of the Effective Date. Thereafter, for the duration of the Term of this Agreement Employer shall pay to Kyla all Fees on the 1st day of each subsequent month (or, if the 1st is on a weekend or holiday, the following business day) for its selected Testing Option in place at that time. Fees are based on the Application services purchased, are not based on usage, and are due monthly in advance. Fees are paid on a monthly basis and are non-refundable and non transferable to any other month. Testing appointments cancelled at least 48 hours before the scheduled appointment via email will be processed without penalty. Testing appointments cancelled within 48 hours before the scheduled appointment will be subject to a charge of half of the service rate.

2.2 Method of Payment. Payment for Fees shall be made via charge to Employer’s credit card, the information for which Employer represents is valid and up to date and shall be delivered to Kyla to be kept on file upon execution of this Agreement. Employer authorizes Kyla to charge such credit card for the Fees due. Employer is responsible for providing complete and accurate billing and contact information to Kyla and notifying Kyla of any changes to such information.

2.3 Unaccepted Charges or Late Payments. Any charges for Fees that are not accepted by Employer’s credit card pursuant to the information provided to Kyla by Employer shall accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum amount permitted by law, whichever is lower, from the date such payment was due until the date paid. If any payment for Fees is ten or more days overdue, Kyla may, without limiting its other rights and remedies under this Agreement, suspend Kyla’s services and restrict or discontinue the use of the Application by Employer and its Employees.

2.4 Outbreak Prevention Fee. Employer may request emergency on-site diagnostic testing of Employees (“Outbreak Prevention Service”), which will be facilitated within 24-48 hours of request for a variable price as set forth on the schedule attached hereto as Exhibit A (“Outbreak Prevention Fee”). Employer acknowledges and agrees that Kyla does not, and cannot, warrant or guarantee to Employer that the Health Care Provider(s) will be able to perform Outbreak Prevention Service at all times during the Term. Outbreak Prevention Fee ensures the facilitation of diagnostic testing in an expedited manner, and does not cover the cost of diagnostic testing itself. See section 3.4 below.

3. Employer Acknowledgements, Term and Termination.

3.1 Testing For Employees Not Mandatory. Employer acknowledges and agrees that Kyla, either through its Application or otherwise, does not, and cannot, render or make available to Employer any means or method by which to make any medical testing or other performance of Health Care Services mandatory for Employees, whether as a condition related to employment or for any other reason. Rather, Kyla considers and treats any participation by an Employee as it relates to use of the Application as purely voluntary on his or her part and subject to his or her express consent and authorization as may be provided by Kyla via the forms described in Section 1.3, above.

3.2 Availability Of Particular Health Care Services Is Not Guaranteed. Employer acknowledges and agrees that Kyla does not, and cannot, warrant or guarantee to Employer that the Health Care Provider(s) will be able to perform the diagnostic testing services in the manner or frequency contemplated by Employer’s selected Testing Option at all times during the Term. In the event such testing service commensurate with Employer’s selected option is determined to be not fully available, either as recognized by Kyla or confirmed by Kyla upon receipt of written notice by Employer, Kyla will downgrade Employer’s selected Testing Option to one for which commensurate services are available, and shall adjust the related pricing in accordance with Section 1.2, above, effective as of the next due date for payment under Section 2.1.

3.3 Health Care Services Not Limited To COVID19. Employer acknowledges and agrees that, although the diagnostic testing services to be rendered by Health Care Providers as coordinated by Kyla via the use of the Application by Employer and Employees include testing aimed at detection of COVID19 infection for Employer’s information regarding its Employees, the Health Care Services available and potentially provided to participating Employees as coordinated via the Application is not limited to COVID19 testing. The character, level and amount of Health Care Services ultimately provided to a given Employee by the Health Care Provider(s) shall be recommended, considered and decided between the Health Care Provider(s) and such Employee.

3.4 Charges For Services By Health Care Provider Separate From This Agreement. Employer acknowledges and agrees that this Agreement relates to Kyla’s provision of communication facilitation and coordination of Health Care Services for Employees via use of the Application, and Employer’s access to provide its Employees with the use of such Application, only. The Fees described and payable pursuant to this Agreement pertain only to the access and use of the Application by Employer and Employees, and do not in any way pay for, replace, offset or otherwise eliminate or reduce any charges to Employee or applicable insurance for the performance of actual Health Care Services by the Health Care Provider(s). Amounts charged by any Health Care Provider for medical services rendered to Employees, including but not limited to actual medical consultations or any other services that are medical in nature, whether billed to insurance, Employer or Employees, and whether collected by such contractor or by Kyla, are outside the scope of Fees for Employer’s use of the Application as contemplated by this Agreement, and will be charged and payable separately from such Fees.

3.5 Initial Term, Automatic Renewal. Subject to earlier termination as provided below, this Agreement shall have an initial term of one (1) year from the Effective Date, and shall be automatically renewed for successive one (1) year periods (collectively, “the Term”) unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

3.6 Termination by Employer. This Agreement may be terminated by Employer, with or without cause, upon thirty (30) days prior written notice to Kyla, provided that no such termination will entitle Employer to a refund or credit of any Fees paid under this Agreement.

3.7 Termination by Kyla. This Agreement may be terminated by Kyla, with or without cause, upon thirty (30) days prior written notice to Employer if in Kyla’s sole discretion the existing health care industry regulations applicable to COVID19 testing render Kyla’s intended services under this Agreement to be no longer economically feasible.

This Agreement may also be terminated by Kyla by written notice to Employer if any of the following events occur: (a) Employer fails to pay any amount due to Kyla under this Agreement within ten (10) days after Kyla gives written notice of such nonpayment; (b) Employer violates any of the Employer Use Restriction, Employer Compliance and Non-Disclosure obligations set forth in Sections 1.4, 1.5 and 5.2; (c) Employer is in material breach of any other nonmonetary term, condition or provision of this Agreement which, if capable of being cured, is not cured within seven (7) days after Kyla gives Employer written notice of such breach; or (d) if Kyla terminates or suspends its business, becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.

4. Warranty Disclaimers.

4.1 Kyla Does Not Give Medical Advice. Kyla is not a health care provider, and does not provide direct medical advice. All medical advice, testing and/or treatment ultimately provided as a result of the use of the Application by Employer and Employees is provided solely by Health Care Providers that are Business Associates contracted by Kyla. The Application is intended only for consumer educational use and facilitation of communication and coordination for Health Care Services. Except for direct communication between Employees and the Health Care Provider(s), the Application and Kyla’s service pursuant to this Agreement does not constitute the practice of any medical or other professional health care advice, and is not and shall not be considered or used as a substitute for medical advice, diagnosis or treatment.

4.2 No Endorsement of Health Care Services. Kyla does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be mentioned on the Application. Rather, the Application provides facilitation of communication and coordination for Health Care Services, recommendations and decisions regarding the performance of which shall remain between Employee and the Health Care Provider(s).

4.3 Employer Accepts Access and Use of the Application “As-Is”. Kyla shall use reasonable efforts consistent with prevailing industry standards to maintain the Application in a manner which minimizes errors and interruptions to its access and use. Employer acknowledges and understands that access and/or use of the Application may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Kyla or by third-party providers, or because of other causes beyond Kyla’s reasonable control, but Kyla shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled interruption of access to, or use of, the Application. Employer accepts access and use of the Application “as-is”, and, to the maximum extent permitted by law, Kyla disclaims all warranties, express or implied, including but not limited to the implied representations, warranties and/or conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from a course of dealing, trade, usage or performance.

4.4 Third-Party Websites. Employer acknowledges and understands that the Application may share links to third-party websites for educational or sales purposes that may be of interest to Employer and/or its Employees. The links provided in the Application are solely for user convenience and to enhance the user’s experience within the Application. Any such third-party websites are not under Kyla’s control, and Kyla is not responsible for their content. Kyla is not an agent for such third-parties, does not endorse or guarantee their products, and makes no representation or warranty regarding the accuracy of the information contained in any linked third-party website.

5. Confidential Information.

5.1 Confidential Information Defined. As used herein, the term “Confidential Information” means any information disclosed by one party to the other party in any form: (a) that is identified by the disclosing party as confidential at the time of disclosure; (b) that the receiving party should reasonably know, based on the nature of the information or circumstances of disclosure, is intended to be treated as confidential; (c) that contains any trade secrets or other proprietary information of the disclosing party or its affiliates, including, but not limited to, surveys and questionnaires, contracts with customers with respect to the Application or otherwise, current, future, or proposed services or products, and technical data, know-how, processes, methods, techniques, specifications, inventions, software, patents, and technical or proprietary data and methods, and other information concerning the disclosing party’s operations; or (d) non‐public or proprietary business and financial information, technology, financial forecasts and pricing, business operations, product plans, and marketing plans. Confidential Information of Kyla specifically includes, without limitation, non-public information regarding features, functionality and performance of the Application. Notwithstanding the foregoing, Confidential Information does not include: (i) information that is or becomes publicly known by receiving party by not having breached this Agreement; (ii) information that is independently developed by, or already known to, the receiving party prior its disclosure by the disclosing party, as demonstrated by written records maintained by the receiving party in the ordinary course of its business; or (iii) information that the receiving party rightfully acquires on a non‐confidential basis from a third party after it receives the information from the disclosing party.

5.2 Duty of Care; Non-Disclosure and Non-Use. Each party shall maintain the other party’s Confidential Information in confidence using the same degree of care that a reasonable person would exercise to protect its own confidential information. During the Term and for a period of five (5) years after termination or expiration of this Agreement, the receiving party of Confidential Information from the disclosing party shall not use or divulge to any third person or party any such Confidential Information, except only in performance of the parties’ obligations under this Agreement or otherwise as expressly permitted herein.

5.3 Kyla’s Right to Collect and Analyze Data. Notwithstanding anything to the contrary otherwise stated in this Agreement, Kyla shall have the right to collect and analyze data and information relating to the provision, use and performance of various aspects of the Application and related systems technologies (including, without limitation) information concerning Employee medical information and data derived therefrom. Subject to Employee consents and authorizations as may be otherwise required, Kyla will be free (during and after the Term) to (a) use such information to improve and enhance the Application and other Kyla offerings, and (b) disclose such data in the aggregate or other de-identified form in connection with its business.

5.4 Compliance; Enforcement. Kyla and Employer acknowledge that compliance with the terms of this Section 5 is necessary to protect the business and good will of each other, and that breach of the provisions herein may irreparably and continually harm one party and money damages may be inadequate to remedy such harm. Accordingly, the parties agree that in the event of a breach or threatened breach of the provisions of this section, the non‐breaching party shall be entitled to seek preliminary and permanent injunctive relief, as well as money damages, insofar as they can be determined, including, without limitation, attorneys’ fees and other costs incurred in enforcing the provisions of this Agreement.

5.5 Use of Disclosed Health Information. Employer acknowledges and understands that it will receive health information from Employees through Kyla, and that such information may only be used for the following purpose(s): (a) compliance with any and all federal, state and local legal requirements, including but not limited to any requirement(s) to report positive test results to public health and workplace safety agencies; (b) responding to COVID-19 infections as required, medically necessary, or otherwise appropriate, including but not limited to notifying individuals who have had close contact with COVID-19 positive persons; (c) as needed and/or required in connection with health insurance billing and claims; (d) as needed and/or required in connection with requests for medical accommodations and administering employee benefits and workers' compensation benefits; and (e) communicating with Employees' health care providers and legal representatives.

6. Indemnification; Limitation of Liability.

6.1 Indemnification. Employer agrees to indemnify and hold harmless Kyla and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, independent contractors, licensors, content providers, consultants, vendors and suppliers, and each of their respective successors and assigns from and all damages, losses, costs, expenses and other liabilities, including reasonable attorney’s fees and costs, arising from or related to any claim by an Employee or other third party arising out of or related to: (a) Employer’s access and use of the Application and related service: (b) Employer’s violation of the terms of this Agreement and any applicable law or the rights of another person or party; (c) Any dispute between Employer and another user of the Application and/or any merchant or advertiser found in the Application; (d) Any improper or incomplete authorization provided by Employer to Kyla to collect, use or disclose any data or content provided to Kyla; (e) Any disclosures made by Kyla with Employer’s express permission; (f) Any matter for which Kyla has expressly disclaimed liability as set forth in Section 4, above.

6.2 Limitation of Liability. Notwithstanding anything herein to the contrary, and to the maximum extent permitted by law, Kyla and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, independent contractors, licensors, content providers, consultants, vendors and suppliers, and each of their respective successors and assigns, shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory, for: (a) Any indirect, exemplary, incidental, special or consequential damages; (b) Any matter beyond Kyla’s reasonable control; or (c) Any amounts that, together with amounts that exceed the Fees paid by Employer to Kyla for the services under this Agreement in the twelve months prior to the act that gave rise to the liability, in each case, whether or not Employer has been advised of the possibility of such damages.

7. Governing Law; Dispute Resolution.

7.1 Governing Law. The Agreement, and any disputes arising out of the subject matter of the Agreement, including any non‐contractual claim, is to be governed by the laws of the State of California.

7.2 Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, with the exception of any dispute or claim asserting breach of confidentiality and non-disclosure obligations pursuant to Sections 5.2 and 5.4 above, shall be determined by binding arbitration in Santa Clara County, California, to be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in a court having jurisdiction.

7.3 Jurisdiction; Venue. Any legal action or proceeding arising out of or related to this Agreement, including any non‐contractual claim, that is not submitted, heard or determined by binding arbitration pursuant to Section 7.2 above shall be brought exclusively in the federal or state courts located in the County of Santa Clara, California. Each party hereby consents to the exclusive jurisdiction of such courts. Each party hereby waives any venue or inconvenient forum defense to any claim filed and maintained in such courts and disclaims its right to initiate any action or proceeding arising out of or related to this Agreement in any other court or forum.

7.4 Attorney’s Fees. In any arbitration or legal action or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs, which, in the case of arbitration, may be determined by the arbitrator.

8. Notices.

Any notice required or permitted under the terms of this Agreement or required by law shall be in writing. Kyla and Employer agree that e-mailing qualifies as valid notice so long as the following addresses are used:

To Kyla: biz@kyla.com

To Employer: _____________________

Should the valid or preferred email address(es) for notice of either party change, the other party must be notified in writing of such change for any such new address to be effective for notice under this Section 8.

9. Miscellaneous Provisions.

9.1 No Agency. These Terms do not create, and shall not be interpreted to create, any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between Kyla and Employer.

9.2 Severability. If any part of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full effect, provided that the allocation of risks described in this Agreement shall be given effect to the fullest extent possible.

9.3 Assignment. Neither party may assign this Agreement nor any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement to the surviving entity in connection with a merger (by operation of law or otherwise), consolidation, reorganization, a change in control or a sale of substantially all of its assets, on the conditions that: (i) the surviving entity is not a direct competitor of a party; (ii) assignee agrees in writing to be bound by the Agreement; and (iii) neither party transfers any Confidential Information of the other party to the acquirer without such other party’s prior written consent. The Agreement will be binding on the parties’ successors and permitted assigns.

9.4 Headings; Interpretation. The section and/or paragraph headings in this Agreement are included for ease of reference only, and shall not be interpreted as having any binding effect.

9.5 Survival. Sections 2.3 and 5 through 8, inclusive, of this Agreement shall survive and remain in full effect after termination or expiration of this Agreement.

9.6 Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

9.7 Entire Agreement. This Agreement and the exhibit(s) hereto, contains the complete and exclusive statement of the mutual understanding of the parties with respect to the subject matter hereof and supersedes and replaces all previous written and oral agreements and communications relating thereto, and neither party has relied on any representations made that are not expressly set forth herein. This Agreement may not be amended except by a writing signed by both parties.

9.8 Advertising and Publicity. Employer grants Kyla permission to use the name or any trademark or logo of the Employer on Kyla's website in the "Companies We Work With" section or in any press/ publicity release.

9.9 Counterparts; PDF/Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signed copy of this Agreement, or copy or counterpart thereof, delivered by facsimile transmission or by e-mail in portable document format (PDF), shall for all purposes be treated as if it were delivered containing an original manual signature of the whose signature appears in the facsimile or e-mail, and shall be binding upon such party in the same manner as though an originally signed copy had been delivered.

This Agreement is effective as of the Effective Date when signed by both parties.

Lifetime App, Inc. dba Kyla
By:
Name:
Title:


[Entity Name]
By:
Name:
Title:



Exhibit A

Technology Fee
Access to the Kyla Technology Suite. (Required)

   • Standard Option: $5 Per Employee Per Month

   • Custom plan for Enterprise employers


Billable to Insurance Testing Options
COVID19 testing related service options.

DIAGNOSTIC TESTING PERFORMED ON-SITE

   • 1 On-Site Test/ Month Option (One Diagnostic COVID19 test per employee, per month. $230 per test.): $0 per employee per month out of pocket if billed to insurance.

   • 2 On-Site Tests/ Month Option (Two Diagnostic COVID19 tests per employee, per month. $0 per test.): $0 per employee per month out of pocket if billed to insurance.

   • 4 On-Site Tests/ Month Option (Four Diagnostic COVID19 tests per employee, per month. $0 per test.): $0 per employee per month out of pocket if billed to insurance.


Out of Pocket Testing Options and Out of Pocket Testing Fees
COVID19 testing related service options.

DIAGNOSTIC TESTING PERFORMED ON-SITE

   • 1 On-Site Test/ Month Option (One Diagnostic COVID19 test per employee, per month. $230 per test.): $230 per employee per month.

   • 2 On-Site Tests/ Month Option (Two Diagnostic COVID19 tests per employee, per month. $230 per test.): $460 per employee per month.

   • 4 On-Site Tests/ Month Option (Four Diagnostic COVID19 tests per employee, per month. $230 per test.): $920 per employee per month.


STANDARD MAIL TEST
Standard mail or shipping carrier is used to send the kit to the employee, and overnight mail is used to send the kit to the lab.

   • 1 Standard Mail Test/ Month Option (One PCR COVID19 test per employee, per month. $230 per test.): $230 per employee per month.

   • 2 Standard Mail Tests/ Month Option (Two PCR COVID19 tests per employee, per month. $230 per test.): $460 per employee per month.

   • 4 Standard Mail Tests/ Month Option (Four PCR COVID19 tests per employee, per month. $230 per test.): $920 per employee per month.

There will be a $230 charge per kit if unused within 35 days of ordering.


OUTBREAK ONLY

   • Outbreak Prevention only. (No diagnostic COVID19 tests per employee, per month.) $1000 per occurrence for emergency on-site testing within 1-5 business days of the request. All tests will be billed to insurance if determined eligible by Health Care Providers. Employers are subject to a $230 fee per test non billable to insurance.

Note: Outbreak Prevention fee is waived for those who test more than 2x a month.

Total Per Employee Per Month (“PEPM”) Fee
Technology Fee+ Testing Fee= PEPM


2.4

(A) Insurance Type	(B) Number of Employees	(C) Testing Fee per Month per Employee	(D) Total Cost
Insured
Uninsured (Attesting)
Employer Pays
Total Testing Fee for the first month:
Total Testing Fee for subsequent months:

For the purpose of this Exhibit A, “Employee” refers to each Employee utilizing the Application through Employer’s account with Kyla pursuant to this Agreement.


All adjusted fees shall be charged immediately after this Amendment becomes effective in a manner consistent with Section 2.2.

2.5 Invalid Insurance Information.
Should an Employee provide false, invalid, expired or non-applicable health insurance information to Kyla, the employer's point of contact will be notified of the issue via email. The Employer will have fourteen (14) calendar days from the date of notification to provide valid updated insurance information or a completed attestation to the uninsured program for said employee to Kyla. If valid Employee insurance information is not provided within fourteen (14) calendar days of notification, Kyla will charge the Employer $230 for each COVID-19 test occurrence using Employer's provided credit card information.

2.6 Under Testing Fee
When scheduling employee testing the employer must (1) provide true, accurate, current, and complete information and (2) maintain and promptly update their employees testing data to keep it true, accurate, current, and complete. Failure to maintain accurate scheduling data will result in an "under testing" fee as follows: KYLA will apply a $200/test fee for all scheduled testing that does not meet the testing requirements as defined in section 2.4 (B). (No fee for overtesting)

All of the provisions of the APPLICATION SERVICE AGREEMENT not otherwise specifically amended by this Amendment shall remain in full force and effect. All defined terms not otherwise defined herein shall have the same meaning as the defined term under the APPLICATION SERVICES AGREEMENT.

[Employer Entity Name]
By:
Name:
Title:
Date: