GIV 

SAAS SERVICES AGREEMENT 

Subject to the terms and conditions of this SAAS SERVICES AGREEMENT (this “Agreement”), Giv Care, Inc., doing business as giv, (“Company”, “us”, or “we”) will provide to the undersigned client (“Client” or “you”) the services, features, solutions, and subscription to our caregiver applications and platforms (our “Services”) set forth in the order form, quote, or sales proposal delivered by the Company or its authorized sales representative to you, attached to this Agreement as Exhibit A (the “Order Form”). 

PLEASE READ THIS AGREEMENT AND YOUR ORDER FORM CAREFULLY BEFORE YOU ACCESS THE SERVICES, MAKE THE SERVICES AVAILABLE TO END USERS, OR COMPLETE YOUR ORDER AND SUBSCRIPTION PROCESS WITH THE COMPANY. 

1. ACCESS TO THE SERVICES. 

1.1 Provision of Access. The Services are provided by the Company to you as a cloud-based ‘software-as-a-service’ subscription through our online platforms and related applications (collectively, our “Online Platforms”). As such, subject to the terms and conditions of this Agreement, the Company hereby grants to Client, during the Services Period, a non-exclusive, non-sublicensable, non-transferable, and revocable right and license to access and use the Services on our Online Platforms, solely for use by Client and its End Users (defined below). 

For purposes of this Agreement, your “End Users” means any of the natural persons, consumers, or other end users or personnel who access the Services under the rights acquired by Client under this Agreement and the Order Form. 

1.2 User Access Policies. Our Services are delivered to you, and made available to your End Users, on the strict condition that all End Users be bound by our separate terms of use, end user license agreements, privacy policies, or other online access terms (collectively “User Access Policies”), all of which will generally be available through the Services when End Users access the Services. We will exercise commercially reasonable efforts to make those User Access Policies easily accessible and reviewable by End Users, but the Company does not accept responsibility for the actions of your End Users through the Services (consistent with Section 2 below). 

1.3 Availability. During the Services Period, the Services will be generally available to Client and End Users except during the following circumstances: (i) scheduled downtime for maintenance; (ii) during any Services Freeze (described in Section 1.6); and (iii) during unforeseen Services disruptions that may reduce access uptime or availability of the Online Platforms. 

1.4 Support Services. Subject to any separate service level agreement between you and the Company, our Services include the following support services (the “Support Services”): (i) the Company will use commercially reasonable efforts during the Services Period to maintain the Services in a manner which minimizes material errors, defects, and interruptions to End Users and Client; (ii) the Company will provide reasonable assistance to Client and its End Users in diagnosing and correcting errors and malfunctions of the Services; and (iii) the Company will maintain reasonable call, online chat, or email support staff during regular business hours to service requests, configuration or access errors, and other inquiries. 

1.5 Use Restrictions. Client may use the Services, including the Online Platforms, only for Client’s business purposes and not for any commercialization by Client outside of Client’s relationship with its End Users and patient base. In particular, you may not resell our Services to which you have access by means of this Agreement. In addition, Client will not, directly or indirectly, and will not permit any End User to: (i) reverse engineer, decompile, copy, mirror, disassemble, or otherwise attempt to discover or reproduce the source code, object code, surveys, analysis, or underlying structure, features, or algorithms relevant to the Services; (ii) modify or create derivative works based on the Services; (iii) build or create applications, programs, or services that are competitive with the Services; (iv) use the Services beyond any usage or access limitations set forth in this Agreement or the Order Form; or (v) use the Services in any manner that infringes or violates the intellectual property right or other right of any person, or otherwise violates applicable law. 

1.6 Monitoring; Services Freeze. So long as the Company does not materially decrease the functionality of Services during the Services Period, the Company retains sole control over the operation, maintenance, provision, monitoring, and performance of the Services, including the Online Platforms. In connection with the Company’s monitoring activities set out in this Section, the Company may temporarily suspend all or any portion of Client’s access to the Services (a “Services Freeze”) if any of the following occur: (i) the Company reasonably determines that there is a threat or attack on any of the Services or the Company’s intellectual property rights; (ii) Client’s or its End Users’ access to the Services disrupts or poses a security risk to the Company or any other customer of the Company; or (iii) Client breaches the terms of this Agreement (including failure to pay Service Fees). The Company agrees to use commercially reasonable efforts to provide advance written notice of any Services Freeze to Client and to provide updates regarding resumption of access to the Services following any Services Freeze. However, the Company will have no liability for Losses (defined below) that Client may incur as a result of a Service Suspension if such Losses are a result of actions or omissions taken by Client or any End User in breach of this Agreement or the User Access Policies. 

2. CLIENT RESPONSIBILITIES. 

2.1 Client Administrative Account. After completing the Order Form process, you and your End Users will have access to the Services through the Company’s Online Platforms, doing so through an administrative account and log-in credentials (the “Client Account”). End Users will access the Services and create their access accounts through a standard log-in process available after they complete a download or cloud access to the Online Platforms, subject to the User Access Policies. Although the Company can assist with lost access information, Client is solely responsible for maintaining, retaining, and keeping confidential the Client Account information, including username and password (as well as security preferences selected by you on your account). If you lose access to or information concerning the Client Account, please contact the Company or your designated account representative for assistance. 

2.2 Responsibility for End Users. Client is responsible and liable for all uses of the Services resulting from access provided by Client to its End Users, regardless of whether such access or use is permitted by or in violation of this Agreement. For avoidance of doubt, Client is responsible for all acts and omissions of End Users that may infringe this Agreement. Client is responsible for making its End Users aware of this Agreement’s provisions to the extent the provisions apply to the End Users’ access to the Services. In addition, if any actions of Client or its End Users lead to the breach of our separate User Access Policies, Client shall be responsible for all such actions or breach as if Client breached the terms of this Agreement themselves. 

2.3 Equipment Responsibilities. Except with respect to technology configurations prepared by the Company under the Order Form (if any), Client is responsible for obtaining, maintaining, correcting, and securing the privacy of any equipment, computers, mobile phones, and other devices or hardware needed to connect to, access, or otherwise use the Services (collectively, “Equipment”). As noted below, the Company is generally HIPAA Rules ready, but we cannot guarantee that your systems, Equipment, or security policies are compliant with HIPAA Rules as you implement our Services for your business needs. 

2.4 Granting Access to Client Resources and Data. During the course of the Services, Client agrees to provide to the Company, on request, all reasonable information and files, Equipment access, and other assistance for the Company to timely complete the onboarding of Client, configuration of the Services to Client’s organization, and any other implementation measures set forth in the Order Form. In addition, through the Services, Client and its End Users may voluntarily choose or be required to share and upload to the Services certain information, End User details and names, training and operational results, treatment or other requirement information on End Users, and general institutional data of Client (collectively, “Client Data”) to enable the full functionality of the Services. Client owns and retains all right, title, and interest, including all relevant intellectual property and data privacy rights, in and to the Client Data and any reports reflecting that Client Data. For purposes of the Services, Client grants the Company the limited right to use, hold, and process the Client Data to perform, support, implement, and monitor the Services. To the extent that any Client Data must be or is voluntarily shared by Client in connection with the Services, Client shall be responsible for the accuracy of the Client Data and lawfully collecting and establishing the legal basis for sharing with the Company all Client Data (including any Personal Data included therein). 

3. CONFIDENTIALITY, OWNERSHIP RIGHTS & DATA PRIVACY. 

3.1 Confidentiality of Information. By nature of the Services, each of the parties may be required to share or disclose certain confidential and non-public technical, proprietary, operational, treatment, or financial information relating to a party’s business and operations, internal staff and employees, patients and vendors, and services and products (collectively, “Confidential Information”). When a party is receiving Confidential Information under this Agreement, they will be considered the “Receiving Party”; and when a party is disclosing Confidential Information, they will be the “Disclosing Party”. Moreover, for purposes of this Agreement, (i) Confidential Information of the Company includes non-public or proprietary information regarding features, functionality, and performance of the Services and the Online Platforms; and (ii) Confidential Information of Client includes Client Data. Confidential Information of the parties does not include information that, at the time of disclosure is: (A) in the public domain without breach of the terms of this Agreement; (B) known to the Receiving Party at the time of disclosure without breach of the terms of this Agreement; (C) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (D) independently developed by the Receiving Party, in accordance with applicable law and without breach of the terms of this Agreement. 

(i) In connection with receipt of any Confidential Information, the Receiving Party acknowledges and agrees during the Services Period and any Renewal Period, and for so long as the Disclosing Party retains Confidential Information after its required destruction or return under this Section: (A) to take commercially reasonable precautions to protect the confidentiality and secure nature of all Confidential Information of the Disclosing Party; (B) not to use or divulge to any third person any such Confidential Information, except as permitted under the terms of this Agreement; and (C) to restrict disclosure to the Receiving Party’s employees, representatives, officers, staff, service providers, or other agents who have a reasonable need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under this Agreement. 

(ii) If the Receiving Party is required to disclose any Confidential Information in a judicial or other formal proceeding (including for audits from administrative parties), the Receiving Party will exercise best efforts to give the Disclosing Party advance notice before disclosing the Confidential Information in any proceeding and, to the extent permitted by applicable law, will seek to limit disclosures in the proceeding to the Confidential Information that is strictly necessary for the proceeding. 

(iii) On the termination of this Agreement or upon the Disclosing Party’s earlier request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies. However, the Company will only make all Client Data available to Client for electronic retrieval for a period of sixty (60) days after termination of this Agreement, or such other period required by applicable law (such as under the HIPAA Rules). 

3.2 Ownership Rights. Each party retains all rights not expressly granted to the other party in this Agreement. In particular, subject only to the limited access grants and licenses described herein, the Company shall own and retain all right, title, and interest in and to: (i) the Services, all improvements, enhancements, or modifications thereto; (ii) any software, applications, inventions, features, or other technology developed in connection with the Services, including the Online Platforms; (iii) any suggestions or feedback provided to the Company by Client or End Users; (iv) all reports, consolidated analyses, and generated statistics from Aggregated Data; and (v) all intellectual property or other applicable rights related to any of the foregoing. 

3.3 Use of Aggregated Data. The Company retains the right to collect and analyze data and information related to Client’s, and any End Users’, use of the Services so long as the Company uses the data in an aggregated and anonymized manner, as set out in this Section (such data being “Aggregated Data”). For example, Aggregated Data might be gathered and applied by the Company to perform surveys, generate reports, and perform analyses in a manner that does not identify an End User, or other activities to enhance and improve our Services and the experience on those Services. 

3.4 Processing of Personal Data; HIPAA Ready. 

(i) Company Obligations as Service Provider. The Company agrees to store, hold, and process Client Data submitted through the Services (including Personal Data, as defined below) only as a service provider, processor, and business associate (as applicable) acting on behalf of Client, who shall be the ultimate controller of all Client Data. The Company will not directly or indirectly sell any Client Data or retain, use, or disclose any Client Data for any reason other than for the purpose of providing the Services to Client and End Users under the terms of this Agreement and the User Access Policies. In providing the Services, the Company will exercise commercially reasonable efforts to limit Client Data and Personal Data collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the purposes of this Agreement. 

(ii) Definition of Personal Data. For purposes of this Agreement, “Personal Data” means all personal data, Client Data, and other End User information that (A) is defined as “personal data”, “protected health information”, or “personal information” under applicable data protection or consumer privacy laws, and (B) is provided by Client or an End User to the Company (directly or indirectly) for processing, use, or storage as a part of the Company’s provision of the Services. However, consistent with applicable laws, any information submitted by you or your End Users through the Services that is generally available to the public will not be considered Personal Data. 

(iii) Security Measures. The Company maintains reasonable technical and organizational measures to secure its systems and prevent unauthorized access to or use of the Services and to protect Client Data (including Personal Data) against accidental loss, corruption, and Data Breaches (defined below). Consistent with the limitations in Section 8 below, the parties acknowledge and agree the Company shall not be liable for any loss, destruction, alteration, unauthorized disclosure, or corruption of Client Data or Personal Data caused by any third party outside the Company’s control, so long as the Company did not fail in the maintenance of (or perform an act violating) its technical and organizational measures. In the event of a Data Breach relating to Client Data or Personal Data, the Company will, consistent with and to the extent permitted by applicable law, notify Client of the Data Breach as soon as reasonably practicable after the Company becomes aware of the Data Breach and implement an incident response plan in accordance with accepted industry standards or the Company’s internal policies. For purposes of this Agreement, a “Data Breach” means: (A) any material, unauthorized access to or disclosure of Client Data that is likely to lead to identity harm or mis-use of Client Data (including Personal Data); and (B) any act or omission that materially compromises the security, confidentiality, or integrity of Client Data (including Personal Data) or the physical, technical, administrative, or organizational safeguards put in place by the Company with respect to the Client Data and Personal Data. 

(iv) Data Retention and Removal. In general, and subject to Section 3.1 above for Confidential Information, the Company will retain Client Data and Personal Data until the earlier of (A) termination of this Agreement or (B) the date on which processing is no longer necessary for the purposes of either party performing its obligations in relation to this Agreement (in accordance with applicable law, such as the retention periods required under the HIPAA Rules, if applicable to the parties). 

(v) Healthcare Privacy Compliance (HIPAA Ready). Given that our Services may be used by Client to assist in the provision of caregiving through the Online Platforms, you understand and acknowledge that the Services may potentially be configured in a manner that involves the sharing of Personal Data or Client Data that qualifies as protected health information under 45 C.F.R. Part 160 and Part 164 and the Health Insurance Portability and Accountability Act (collectively, the “HIPAA Rules”). In any such scenario, the Company is only a business associate, as defined in the HIPAA Rules, and the parties acknowledge that they shall enter into and deliver a separate business associate agreement (a “BAA”) in a form mutually acceptable to the parties. The Company’s Services are, in general, ready to accept Personal Data from a technical and security perspective in accordance with the HIPAA Rules (being classified as ‘HIPAA ready’) so long as Client deploys our Services in accordance with Client’s obligations as a provider and covered entity under the HIPAA Rules. However, we cannot guarantee the measures implemented by you or your End Users with respect to the HIPAA Rules, and we do not accept responsibility for ensuring your strict compliance with the HIPAA Rules for our Services. 

(vi) Privacy Policy. If any natural person, data subject, or End User accesses our Services in relation to this Agreement, they shall also be subject to and bound by our User Access Policies, including any privacy provisions and notices of collection therein. 

4. SERVICE FEES & PAYMENT. 

4.1 Service Fees. Client will pay the Company the implementation, configuration, professional service, and other fees described in the Order Form, including in any applicable renewal forms (collectively, the “Service Fees”), in accordance with the billing schedule and payment timelines described therein. For any annual or multi-year Services Period, your Service Fees for the full Services Period are generally collected through your selected form of payment on the Services Start Date or after the initial invoice following the Services Start Date, but subject to any specific payment timelines, discounts, or special offers in your Order Form (as well as the adjustment mechanics under Section 4.2 below). 

4.2 Adjustments for Prepaid Service Fees. Subject to the specific billing procedures in your Order Form, the Company will submit a quarterly or other regular fee review summary (which may be done through email means) to Client in order to assess the accuracy of any prepaid Service Fees in relation to Client’s actual access to the Services, doing so for the then-completed portion of the Services Period (each, a “Fees Review Report”). Each Fees Review Report, when completed and delivered by the Company, is intended to reconcile any discrepancies between the actual consumption of Services by you and your End Users and the current balance of Service Fees (for example, if there is a deficit because the estimated, prepaid balance from your Order Form is below actual usage rates by your End Users). Any Service Fees deficit identified by us through the Fees Review Report must be paid by Client within thirty (30) days of your receipt of the Fees Review Report, which may be done through use of your payment method uploaded to the Client Account. Alternatively, any credits or surplus resulting from overpayment of the prepaid Service Fees will be applied and credited to Client for future and continued access to the Services (either during the ongoing Services Period or the next Renewal Period). 

4.3 Changes to Service Fees (Annual Basis). Unless otherwise waived in your Order Form, to account for adjustments in the market and offering of the Services going forward, the Company reserves the right to annually increase the pricing of your Service Fees so long as the Company provides you with notice of the increase before or promptly after each successive renewal of the Services Period or next annual timeframe (if Client is under a multi-year Services Period). Any objections from Client to those Service Fee adjustments must be submitted to the Company under Section 4.6 below. 

4.4 Late Fee. Unpaid Service Fees, including those under any Fees Review Report, may be subject, in the Company’s discretion, to a late fee charge (a “Late Fee”) equal to the lesser of: (i) the annual rate of 12%, compounded monthly on the delinquent payments, or (ii) the maximum lawful amount, on any outstanding unpaid balance for all delinquent amounts, together with all expenses of collection (as outlined in Section 9.2). The failure to timely make payments under this Agreement and your Order Form may also result in (A) a Services Freeze under Section 1.6 or (B) termination of the Services and this Agreement as set out in Section 5.2 below. 

4.5 Taxes. Given the variable treatment of SaaS and other technology services throughout the United States, Client will be responsible for all taxes associated with Services other than U.S. taxes based on the Company’s net income. 

4.6 Fee Disputes. If Client has any disputes, claims, or disagreements with respect to any Service Fees or Late Fees due and payable under this Agreement, you must promptly notify the Company within ten (10) days of your discovery of the dispute, claim, or disagreement. The Company will exercise reasonable efforts to investigate and, in the Company’s discretion, assist you in resolving the payment dispute (subject to Section 5.4 below). 

5. SERVICES PERIOD & TERMINATION. 

5.1 Services Period. Subject to earlier termination as provided below, the Services period of this Agreement (the “Services Period”) begins on the launch or initial start date set forth in Client’s Order Form (the “Services Start Date”) and continues for the monthly, annual, or multi-year subscription timeframe described therein. Except as otherwise agreed to or waived in Client’s Order Form, any Services Period will automatically renew for successive periods equal to the initial Services Period (each, a “Renewal Period”) unless either party gives the other party written notice of termination (which may be through email) at least thirty (30) days before the expiration of the then-current Services Period or Renewal Period. Client acknowledges and understands that its Service Fees payable during any Renewal Period shall be subject to the rate increase described in Section 4.3 above. 

5.2 Termination for Nonpayment. In addition to any other express termination or suspension right set forth in this Agreement, the Company may terminate this Agreement, effective immediately on written notice to Client, if Client fails to pay any Service Fees when due hereunder, and such failure continues more than twenty (20) days after the Company’s delivery of an initial written notice of nonpayment. 

5.3 Mutual Termination. Each of Client and the Company (the “Non-Breaching Party”) may terminate this Agreement, effective on written notice to the other party (the “Breaching Party”), if the Breaching Party materially breaches the terms of this Agreement, and such breach: (i) is incapable of cure based on the evidence reasonably available to the parties; or (ii) being capable of cure, remains uncured thirty (30) days after the Non-Breaching Party provides the Breaching Party with written notice of the alleged breach. In addition, either party may terminate this Agreement and Client’s access to the Services, for convenience, on ninety (90) days’ advance written notice to the non-terminating party. 

5.4 Refund Procedure on Termination. If this Agreement is terminated by Client for cause or by either party for convenience according to the procedures above, the Company will refund to Client any prepaid Service Fees relating only to the portion of the Services Period or applicable Renewal Period remaining after the effective date of termination. 

6. LIMITED WARRANTIES & DISCLAIMER. 

6.1 Rights held by the Company. As of the Services Start Date, the Company represents and warrants to Client that: (i) the Services will conform in all material respects with applicable laws (subject to the HIPAA ready statements above); (ii) the Services do not infringe on or, to the knowledge of the Company, misappropriate the rights of any third party (intellectual, proprietary, or otherwise); and (iii) the Company owns (or has received necessary rights to use) the intellectual property and other rights necessary to provide the Services to Client. 

6.2 DISCLAIMER. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ENTIRELY UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS FROM USE OF THE SERVICES AND THE ONLINE PLATFORMS. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS ACCESSED” AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. CLIENT EXPRESSLY AGREES THAT ITS USE OF THE SERVICES ARE AT CLIENT’S SOLE DISCRETION AND ELECTION. REGARDLESS OF THE SUMMARY GIVEN IN SECTION 1 ABOVE, THE COMPANY GIVES NO WARRANTY OR REPRESENTATIONS AS TO WHETHER THE SERVICES AND THE ONLINE PLATFORMS ARE SUITABLE FOR THE TREATMENT PURPOSES OF CLIENT AND HIPAA RULES COMPLIANCE BEYOND A HIPAA READY PERSPECTIVE, WITH CLIENT BEING SOLELY RESPONSIBLE FOR INVESTIGATING THE ADEQUACY OF THE SERVICES BEFORE COMPLETING YOUR ORDER FORM. 

This Section 6 is subject to all applicable laws that may prohibit the disclaimers and waivers described herein, provided that the invalidity of any statement in this section shall not serve to invalidate any other provision of this Agreement. 

7. INDEMNIFICATION. 

7.1 Company Indemnification. The Company shall indemnify, defend, and hold harmless Client from and against all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Client resulting from any third-party claim, suit, or action (“Third-Party Claim”) that the Services infringe or misappropriate a third party’s intellectual property rights. The obligations in this Section 7.1 do not apply with respect to portions of the Services: (i) that are modified or combined with other processes without the consent of the Company; (ii) where Client continues allegedly infringing activity after being notified by the Company of the activity; or (iii) where Client’s use of the Services is not in accordance with this Agreement. The Company retains the right to modify portions of the Services in the event a court or other applicable authority finds (or reasonably believes) the Services are in infringement of the rights of any third party. 

7.2 Client Indemnification. Client shall indemnify, hold harmless, and defend the Company from and against all Losses resulting from (i) any Third-Party Claim alleging the Client Data or Personal Data, or any use of the Client Data or Personal Data by the Company in accordance with this Agreement, infringes or misappropriates any third party’s intellectual property, privacy, or consumer rights and (ii) any Third-Party Claim based on Client’s or any End User’s: (A) negligence or willful misconduct; or (B) use of the Services in a manner not authorized by this Agreement or our User Access Policies (including any published privacy policies therein). 

8. LIMITATION OF LIABILITY. 

IN NO EVENT WILL THE COMPANY OR OUR REPRESENTATIVES AND LICENSORS BE LIABLE PURSUANT TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT OR NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS OR TRAINING DELAYS, DIMINUTION IN VALUE OR LOST BUSINESS, STAFF COMPLAINTS, OR LOST PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY NOT CAUSED BY THE COMPANY (see Section 3.4 above); OR (v) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES. MOREOVER, IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS AND SERVICE FEES PAID TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR LOSSES. 

9. MISCELLANEOUS. 

9.1 Governing Law. This Agreement and the Services provided to Client are governed by Utah law (without regard to its conflict of law provisions), and Client agrees that any dispute shall be brought exclusively by the parties in Utah’s Third District Court or in the United States District Court for the District of Utah. CLIENT EXPRESSLY WAIVES (i) ANY OBJECTION TO THE JURISDICTION OF SAID COURTS AND (ii), TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE OR CLAIM UNDER THIS AGREEMENT. 

9.2 Right to Fees (Limited). If any Service Fees, Late Fees, or other amounts due and payable under this Agreement are referred by the Company to an attorney or third party debt collection agency for collection according to the timelines above, Client agrees to be responsible for all collection costs, reasonable attorney’s fees, court costs, and a collection fee as allowed by applicable law (including, without limitation, Utah Code § 12-1-11). 

9.3 Compliance with Laws. Client and the Company shall exercise their best efforts to materially comply with all applicable laws, regulations, and rules that relate to their respective performance under this Agreement, including, without limitation, all export laws, requirements under the HIPAA Rules (if applicable to the parties, but subject to the HIPAA ready statements above), and applicable data privacy laws with respect to the Services. 

9.4 Counterparts and E-Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission or e-signature has the same legal effect as delivery of an original signed copy of this Agreement. 

9.5 Other General Terms. This Agreement, the Order Form, the BAA (if any), and any Company policies referenced herein or on the Services (including the User Access Policies) constitute the entire agreement between the Company and Client with respect to the Services. All Sections of this Agreement that by their nature should survive termination will survive termination or expiration of this Agreement (including all Sections concerning confidentiality, use of Client Data or Personal Data, limitations of liability, and indemnification). The parties agree the Company will be acting only as an independent contractor of Client in providing the Services. This Agreement is not assignable by Client except with the Company’s prior written consent. The Company may transfer and assign, whether by operation of law, merger, direct assignment, or otherwise, any of its rights and obligations under this Agreement without consent of Client, so long as the assignment or change of control does not materially impact the rights of Client and its End Users to continue to access the Services. All waivers and amendments to this Agreement must be in writing and signed by both parties to be enforceable (except as expressly permitted hereunder, including with respect to this Section 9.5 for assignment). The parties agree that if any provision of this Agreement shall be declared invalid or unenforceable by any competent authority, the remainder of the Agreement shall not be affected and shall remain binding. All notices and other communications under this Agreement must be in writing and addressed to the other party at its address or email set forth herein or in the Order Form, and a notice under this Agreement is effective only on receipt by the receiving party.