# HL7 Edge Gateway — Direct Subscription Agreement

Version: 2026-10-30

Published: October 30, 2026

This Direct Subscription Agreement (the "Agreement") is between Gurande Chameshi Inc.,
an Ontario corporation doing business as Lambogenius ("Lambogenius"), and the legal
customer organization identified at checkout ("Customer"). It covers the HL7 Edge
Gateway edition, packages, updates and documentation identified by that direct
subscription (the "Software"). The subscription is offered only to organizations for
internal business use and not to consumers. The individual accepting represents that
they have authority to bind Customer and that the purchase is made for business
purposes. This Agreement does not replace an existing accepted agreement or govern
Microsoft Marketplace purchases.

## 1. License and deployment scope

Subject to payment and this Agreement, Customer receives a non-exclusive,
non-transferable, non-sublicensable license during the paid subscription term for its
internal business use, within the purchased scope recorded in the accepted checkout. A
license credential implements that scope technically; it does not enlarge it.
Contractors may operate the Software solely for Customer's benefit and within the same
scope; Customer remains responsible for them. Rights that applicable law or a separate
third-party license does not permit the parties to restrict remain unaffected.

Each Core or Complete subscription covers one production installation/environment
sharing a configuration and queue/store, including its high-availability nodes, plus
development and test environments. It also covers one passive disaster-recovery
standby installation, even if it has its own configuration copy and queue/store,
provided the standby processes production traffic only during a failover from the
primary installation or a disaster-recovery test. Any other independent installation
requires a separate license.
Routes and messages are unlimited within the licensed deployment. An HA cluster is part
of that deployment, not a separate entitlement to independent installations or an
uptime guarantee. Customer provides and pays for hosting, infrastructure and third-party
services separately.

Customer may create and edit its own routes, maps, templates, configuration and
integration artifacts. A consulting, redistribution, managed-service or multi-entity
license requires a separate written agreement expressly granting those rights. No
per-message, per-route or per-user fee applies under this Agreement.

## 2. Editions and separate services

| Edition | Included capabilities and pricing basis |
| --- | --- |
| Developer | Free development/test use; all features, restricted to test/debug traffic |
| Core | HL7 transport, routing, transformations, durable queues, HA and security; USD $4,995 annually per production deployment |
| Complete | Core plus FHIR conversion and X12/CAQH CORE; USD $9,995 annually per production deployment |
| Enterprise | Separate deployment agreement and negotiated support; from USD $20,000 annually, subject to a written quote |

Implementation and custom mappings are separate scoped services, starting from USD
$3,000. A starting price is not a fixed-price commitment or a purchased service. The
final Enterprise or services scope, price and obligations require an accepted written
quote. Core does not include the separately licensed FHIR or X12 features. An existing
legacy license retains its purchased features and agreement.

The accepted checkout records Customer's edition, annual price, first-year amount,
deployment scope and agreement version/hash. Subsequent website or catalog changes do
not amend that acceptance or change an existing subscription's price except under
section 4, and later versions
of this Agreement do not rewrite rights Customer already accepted.

## 3. Developer and trial use

Developer licenses permit development and test use, including the available features,
only for test/debug traffic. Test/debug traffic means synthetic or de-identified data
that does not feed, and is not delivered to, any production system. Developer licenses
do not authorize production processing or processing copies of identifiable production
messages. Customer remains responsible for the de-identification of any data it uses. A separately
identified trial is limited to its stated evaluation period and scope. Customer must not
use evaluation licenses to avoid a production subscription. Evaluation software has no
support or service-level commitment under this Agreement.

## 4. Payment, renewal, cancellation and taxes

Core and Complete are billed annually upfront in USD, exclusive of applicable tax.
Customer reviews the actual amount and applicable tax before payment. Customer authorizes
the initial annual charge and annual renewal charges at its purchased renewal price,
subject only to a renewal price change made under this section 4, until cancellation. Separate
subscriptions require separate cancellation.

The subscription's renewal date is available through the billing portal Lambogenius
makes available to Customer. Cancellation there before renewal prevents the next annual
charge and takes effect at the recorded paid term's end. Use continues through that paid
term unless this Agreement is otherwise lawfully terminated. If a renewal payment is not
completed after the payment provider's retry period, the subscription ends at the end of
the paid term and no new production credential is issued.

At least 60 days before each annual renewal, Lambogenius will email Customer's
administrative or purchasing contact with the renewal date, the renewal price and how to
cancel. Lambogenius may change the price for an upcoming renewal term only by stating the
new price in that reminder. A change never applies to the first renewal of a
subscription, including the first USD $9,995 renewal under section 5, and never affects a
paid term already in progress. If Customer does not accept the new price, Customer may
cancel before the renewal date, and the subscription ends at the end of the paid term.
Without a reminder stating a new price, renewal continues at the current price. If
Lambogenius does not send that reminder, Customer may cancel within 30 days
after the renewal charge by notice to hello@lambogenius.com and receive a refund of that
renewal charge.

Fees are not subject to discretionary refunds. The refunds stated in sections 4, 11, 12A
and 13 and rights that applicable law does not permit the parties to exclude remain
available.

Fees exclude taxes. Customer pays applicable sales, use, goods and services, harmonized,
value-added and similar taxes, other than taxes on Lambogenius's net income. If law
requires Customer to withhold tax from a payment, Customer will increase the payment so
that Lambogenius receives the amount it would have received without withholding, unless
Customer provides documentation that a reduced rate applies.

## 5. Complete first-year launch offer

The launch allocation is limited to three eligible, distinct legal customer
organizations, one discounted Complete deployment each. Organizations that control, are
controlled by or are under common control with each other count as one organization
for this offer. Its first year is USD $7,500;
annual renewal is USD $9,995. Eligibility and the actual discounted amount must be shown
in the accepted checkout. The discount does not recur at renewal and does not apply to
Core, Enterprise, implementation or an additional deployment.

An expiring checkout may temporarily reserve an available launch allocation while
payment is pending. Availability includes these holds. A browser cancel/return or local
time alone does not release a hold; the payment provider must confirm that checkout
expired or finally failed. Verified payment permanently consumes the organization's
allocation. A subsequent refund or cancellation does not replenish the offer. Customer
must not use duplicate or misleading organization identities to obtain another
allocation. Eligibility disputes require management review; Lambogenius will not
substitute a higher amount for an accepted checkout.

## 6. Updates and product support

Subscription updates and business-hours product support are included during the active
paid term. Support hours are Monday–Friday, 09:00–17:00 America/Toronto, excluding
Ontario public holidays. Implementation, custom mappings and separately negotiated
Enterprise services require their own scope. No response-time, resolution-time, clinical
availability, 24-hour support or uptime commitment is included unless a separate written
agreement expressly provides it.

## 7. Ownership, restrictions and third-party rights

Lambogenius and its licensors retain ownership of the proprietary Software and
documentation. Customer retains its rights in its source materials, messages, maps,
templates, configurations and other customer-created integration artifacts ("Customer
Materials"), subject to third-party rights. Customer must review and validate its
integrations. No trademark rights or ownership of the Software transfer to Customer. If
Customer provides feedback about the Software, Lambogenius may use it without obligation,
provided Lambogenius does not disclose Customer confidential information.

Except where applicable law or a third-party license permits otherwise, Customer must not
reverse engineer or modify the proprietary Software, redistribute or sublicense it,
remove proprietary notices, bypass license/security controls, misrepresent entitlement
scope, or use it unlawfully. These restrictions do not prohibit the customer-created
configuration and mapping work permitted above.

Third-party and open-source components retain their applicable licenses and required
notices. This Agreement does not restrict rights independently granted under those
licenses. Customer must obtain authorized standards, schema libraries and other
third-party materials; purchasing the Software does not supply those rights.

## 8. Customer operations, healthcare and privacy

The Software runs in Customer's selected infrastructure. Customer is responsible for
access controls, certificates, encryption configuration, networking, monitoring,
backups, queue/storage operation, high availability, capacity and recovery. Included HA
capabilities do not replace Customer's deployment and recovery testing. Customer pays
external hosting, transport, payer-network and other service charges.

Healthcare conversion, acknowledgement and payer-connectivity features are integration
functions. They are not representations of clinical suitability, certification,
regulatory compliance or uninterrupted patient-care availability. The Software is not
intended to diagnose, treat, monitor or prevent any disease or condition, or to make
clinical decisions, and is not provided as a medical device. Customer must validate
mappings, messages, acknowledgements, security and operational use with appropriate
professionals and obtain necessary third-party permissions.

Offline license verification does not send patient messages or integration payloads to
Lambogenius. Customer-configured archiving, external destinations and optional hosted
services require their own security/privacy assessment. Lambogenius does not create,
receive, maintain or transmit personal health information on Customer's behalf under
this Agreement, and this Agreement is not a business associate agreement,
health-information agent arrangement, patient-data processing agreement or guarantee of
a particular data residency. Customer must not send personal health information,
message payloads, full license tokens, credentials or private keys to Lambogenius. If
Customer does so, Lambogenius may delete it without review, and Customer is responsible
for that disclosure. Account, commerce and support processing is described in the
privacy notice presented with the service.

## 9. License verification, usage certification and expiry

Production credentials are signed and verified offline. Core credentials exclude the
FHIR and X12 features; Complete credentials include them. Verification does not require
online activation or telemetry, so Customer is responsible for observing the licensed
deployment definition.

Within 30 days after Lambogenius's written request, made no more than once in any
12-month period, Customer will provide a written certification, signed by an authorized
representative, of the number of independent production installations using the
Software, excluding a permitted passive disaster-recovery standby. If use exceeds the purchased scope, Customer will promptly purchase the
required scope or reduce its use, and will pay the then-current applicable fees for the
excess from the time it began.

An already issued offline credential cannot be instantly revoked. Technical validity or
grace does not extend contractual rights beyond the purchased term or scope, except as
stated in section 13. Expiry does not transfer Software ownership or prevent Customer
from accessing its independently stored Customer Materials.

## 10. Confidentiality

Each party will use the other's non-public confidential information only for this
Agreement and protect it with reasonable care. This does not cover information that is
lawfully known, becomes public without breach, is lawfully received without
confidentiality restrictions, or is independently developed. Required legal disclosure
is permitted, with advance notice where legally allowed. Customer Materials, messages,
credentials and non-public configuration are Customer confidential information; they
must not be submitted through ordinary support channels.

## 11. Limited warranty and disclaimer

For 30 days after initial commercial delivery, Lambogenius warrants that the unmodified
Software substantially conforms to its published documentation in a supported
environment. Customer's exclusive remedy for a breach is, at Lambogenius's option,
correction of the nonconformity, a workaround, or termination of the affected license
and a refund of prepaid fees for its unused term. This warranty does not cover
evaluation software, third-party services, Customer Materials, customer changes, misuse,
unsupported environments or failures caused by external systems.

Except for the express warranty above and to the extent law permits, the Software,
documentation and support are provided as is and as available, without other warranties
or conditions of fitness, merchantability, title, non-infringement, accuracy, security
or uninterrupted/error-free operation. Section 12A is Lambogenius's sole obligation for
third-party infringement claims.

## 12. Liability

"Excluded Claims" means (a) Customer's payment obligations, including fees for use beyond
the purchased scope; (b) Customer's breach of the restrictions in section 7; (c) a
party's breach of section 10; (d) Lambogenius's obligations under section 12A, which are
subject to the separate limit below; and (e) liability that cannot lawfully be limited.

Except for Excluded Claims and to the extent permitted by law, neither party is liable
for indirect, incidental, special, punitive or consequential loss, including lost
profits, revenue, data, goodwill or business interruption. Fees that would have been
payable for use beyond the purchased scope are direct damages.

Except for Excluded Claims, each party's aggregate liability is limited to the fees
Customer paid or owed for the Software in the 12 months before the event giving rise to
the claim. Lambogenius's aggregate liability under section 12A is limited to two times
that amount. For evaluation software, Lambogenius's aggregate liability is limited to
USD $100.

## 12A. Infringement indemnity

Lambogenius will defend Customer against a third-party claim alleging that the
unmodified Software, used as permitted by this Agreement, infringes that third party's
copyright, trademark or trade secret, or a patent enforceable in Canada or the United
States, and will pay damages and costs finally awarded or agreed in settlement. Customer
must promptly notify Lambogenius of the claim, give Lambogenius sole control of its
defence and settlement, and provide reasonable cooperation at Lambogenius's expense.

This obligation does not apply to claims arising from Customer Materials, third-party or
open-source components, standards or schema libraries Customer obtains, evaluation
software, modifications not made by Lambogenius, combination with items not supplied by
Lambogenius where the claim would not arise from the Software alone, or use after
Lambogenius provides a non-infringing update.

If the Software is or may become subject to such a claim, Lambogenius may obtain the
right for Customer to continue using it, modify it to be non-infringing without material
loss of functionality, or terminate the affected license and refund prepaid fees for the
unused remainder of its term. This section states Lambogenius's entire liability and
Customer's exclusive remedy for infringement claims.

## 13. Termination and surviving rights

Either party may terminate for material breach not cured within 30 days after written
notice. If Customer terminates for Lambogenius's uncured material breach, Lambogenius
will refund prepaid fees covering the unused remainder of the affected term. Lambogenius
may suspend or terminate immediately on written notice for unlawful use, deliberate
license-control circumvention or unauthorized distribution. Non-renewal for failed
payment is governed by section 4.

On expiration, or on termination other than for Customer's breach, Customer may continue
using the Software within its purchased scope for the remaining technical grace of an
already issued production credential, solely to transition its integrations. After that
period, and immediately on termination for Customer's breach, Customer must stop using
and delete proprietary Software copies except legally required archives. Sections 7,
9 (as to certification and fees for excess use), 10, 11 (disclaimer), 12, 12A (as to
claims arising before termination), 13 and 14, together with accrued payment
obligations, survive. Independently granted open-source rights are preserved.

## 14. General terms

Customer must comply with applicable export, sanctions, privacy and other laws, and
represents that it is not prohibited from receiving the Software. This Agreement is
governed by the laws of the Province of Ontario and the federal laws of Canada applicable
therein, without regard to conflict-of-laws rules, and the parties submit to the
exclusive jurisdiction of the courts located in Toronto, Ontario, subject to mandatory
applicable rights. The United Nations Convention on Contracts for the International Sale
of Goods is excluded. Neither party is liable for delays beyond reasonable control
except payment obligations. A waiver must be written and specific; invalid provisions
are adjusted only as far as necessary, with remaining provisions preserved.

Customer may not assign this Agreement without Lambogenius's prior written consent,
except in connection with a merger or sale of substantially all Customer assets where
the assignee is not a competitor and agrees in writing to this Agreement. Lambogenius
may assign this Agreement in connection with a reorganization, merger, acquisition, or
sale of its business or assets.

This Agreement, the accepted checkout record and any accepted written order comprise the
entire agreement for the identified Software. The privacy notice presented with the
service describes account and commerce processing but does not amend this Agreement. An
order overrides a provision only when it expressly identifies that provision. Amendments
require authorized written agreement. A subscription is repriced only by such an
agreement or under section 4.

Send legal notices to legal@lambogenius.com and billing/support requests to
hello@lambogenius.com. Notices to Customer may be sent to the administrative or
purchasing contact associated with Customer's order. An email notice is received on the
next business day after it is sent, unless the sender receives a delivery-failure
message. Do not send sensitive payloads or secrets.