Master Services Agreement

"Agreement" means these Terms, and, as applicable, each Order, the BAA, and the Third-Party Terms, each of which is incorporated by reference herein.

"Applicable Law" means all federal, state, and local laws and regulations, including those relating to kickbacks, consumer protection, fraud and abuse, confidentiality (including HIPAA), Medicaid, and Medicare, in each case to the extent directly applicable to the respective Party's performance of its obligations under this Agreement.

"Authorized Users" means those users (i) who are designated by Client in ClarityCare and who are (A) employees of Client, or (B) other individuals, corporations, or entities that are not, and are not affiliated with, competitors of ClarityCare, and have a valid HIPAA business associate agreement or other agreement with Client, and (ii) who have been granted access to the ClarityCare Platform by Client in its exercise of reasonable discretion relating to the receipt of ClarityCare Services hereunder by Client, and (iii) from whom Client has obtained reasonable assurances that they will comply with the access and use and confidentiality terms in this Agreement.

"Business Associate Agreement" or "BAA" means a written business associate agreement entered into by ClarityCare and Client covering the transfer and handling of Client PHI.

"ClarityCare Content" means any data made available by ClarityCare as part of any ClarityCare Services and all documents, formats, forms, functions, and screens for organizing or presenting that data.

"ClarityCare Functionality" means the software functionality of ClarityCare that enables system access and use.

"ClarityCare Platform" means the ClarityCare platform, as made available to Client or used to provide ClarityCare Services, together with ClarityCare Functionality and associated databases.

"ClarityCare Property" means ClarityCare, ClarityCare Services, ClarityCare Content, Materials, proprietary methods, templates, spreadsheets, databases and other electronic tools created or owned by ClarityCare, and all data and information in ClarityCare that ClarityCare compiles, sorts, integrates, normalizes, analyzes, maps, processes, selectively aggregates or combines with multiple disparate data sources, for comparison, benchmarking or other lawful purposes, as well as improvements, additions, modifications, interfaces, and derivative works prepared from or relating to any of the foregoing, and any and all tangible and intangible works of authorship, copyrights, patents, trademarks, trade secrets and trade dress, and all intellectual property rights in any of the foregoing. Notwithstanding the foregoing, ClarityCare Property does not include Client Data or Client PHI.

"ClarityCare Services" means the ClarityCare Platform services (as renamed by ClarityCare from time to time) provided by ClarityCare under this Agreement, including access to and use of the ClarityCare Platform by Client and the provision by ClarityCare of ClarityCare Content and Materials, Support, and, as applicable, Implementation Services.

"ClarityCare" is ClarityCare AI, Inc., a Delaware corporation with an address at 1111B S Governors Ave, Suite 21607, Dover, Delaware 19904 USA.

"Client Data" means all data and information provided by Client or its Authorized Users to ClarityCare or provided to ClarityCare from third parties at Client's direction, including through the ClarityCare Platform. Client Data includes Client's Confidential Information but does not include Client PHI.

"Client PHI" means PHI that ClarityCare receives from or on behalf of Client or creates on behalf of Client. Client PHI is governed exclusively by the terms of the Business Associate Agreement.

"Confidential Information" means information that is disclosed by one Party to the other and that the receiving Party knows is confidential to the disclosing Party or that is of such a nature that someone familiar with the type of business of the disclosing Party would reasonably understand is confidential to it. Confidential Information includes financial and other business information of either Party. With respect to ClarityCare, Confidential Information includes ClarityCare Functionality, ClarityCare Content, Materials, the terms of this Agreement, and each Order, and in each case, any visual reproduction thereof. Notwithstanding the foregoing, Confidential Information does not include PHI or information that the receiving Party can demonstrate: (i) is in the public domain or is generally publicly known through no improper action or inaction by the receiving Party; (ii) was rightfully in the receiving Party's possession or known by it prior to receipt from the disclosing Party; (iii) is rightfully disclosed without restriction to the receiving Party by a third party without violation of obligation to the disclosing Party; or (iv) is independently developed for the receiving Party by third parties without use of the Confidential Information of the disclosing Party.

"Effective Date" means the date specified in an applicable Order, or, if earlier, the date when Client first accesses or uses ClarityCare Services.

"Force Majeure Event" means, with respect to a Party, any event or circumstance, whether or not foreseeable, that was not caused by that Party and any consequences of that event or circumstance.

"Implementation Services" means any assistance provided by ClarityCare to Client in connection with Client's installation and use of the ClarityCare Functionality and the ClarityCare Platform. Implementation Services shall be specified in an applicable Order, and they do not include Support.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and associated regulations, as may be amended from time to time.

"Materials" means all instructions, manuals, specifications, and training ClarityCare provides in connection with any ClarityCare Services.

"Notice" is defined in Section 14 of this Agreement.

"Order" means an ordering document entered into by the Parties and incorporated herein by reference. An Order may be entitled "Order," "Order Form," or "Statement of Work," as applicable.

"Parties" means ClarityCare and Client.

"Party" means ClarityCare or Client.

"PHI" means "protected health information" as that term is used under HIPAA.

"Privacy Rule" means the privacy standards in 45 C.F.R. Part 160 and Part 164, subparts A and E.

"Security Rule" means the Security Standards in 45 C.F.R. Part 160 and Part 164, subparts A and C.

"Support" means ClarityCare support team assistance with use of the ClarityCare Platform. Support includes answering technical questions and assisting with the basic operation of the ClarityCare Functionality. For clarity, Support does not include: (a) Implementation Services, (b) failures caused by inappropriate or unauthorized use of the ClarityCare Services, or (c) any applications not provided by ClarityCare.

"Third-Party Items" means the third-party products and services accessible through the ClarityCare Platform.

"Third-Party Terms" means the pass-through terms and conditions set forth at https://www.claritycare.ai/blog/ai-security-privacy applicable to Client's access to and use of certain Third-Party Items.

2.1 ClarityCare shall provide ClarityCare Services as described in each applicable Order. The Parties shall perform their respective obligations as set forth in this Agreement.

2.2 Client shall pay ClarityCare the fees and expenses ("Fees") as set forth in the applicable Order within 30 days of the invoice date by check or wire transfer. ClarityCare may impose a late charge equal to the lesser of (i) 1½% per month, or (ii) the highest rate permitted by Applicable Law, on all amounts overdue beyond 10 days, but this charge will not waive or extend any obligation of Client to make payments when due.

2.3 Fees for Implementation Services, if separately charged, will be as specified in each applicable Order. Applicable travel expenses are separate and will be billed as additional Fees based on actual expenses incurred. Fees for travel expenses, if applicable, will be billed monthly after such expenses are incurred. Unless otherwise specified in the Order, all Implementation Services are provided remotely only.

2.4 Unless otherwise specified in the Order, ClarityCare will provide Support during the applicable Order term at no additional charge. Support is available through ClarityCare's remote support team, by email only in the first instance, and during ClarityCare's standard business hours.

2.5 If ClarityCare is required by Applicable Law, legal process, or government action to produce information or personnel as witnesses with respect to Client's use of ClarityCare Services or this Agreement, Client shall reimburse ClarityCare for any professional time, fees, and expenses (including reasonable legal fees and costs) incurred to respond to the request, unless ClarityCare is a party to the proceeding or the subject of the investigation.

2.6 Client is responsible for all charges related to using the ClarityCare Services (for example, taxes). Client must pay applicable taxes calculated by ClarityCare based on the billing information provided to ClarityCare in the Order. Unless otherwise provided in the Order, all Fees are payable in United States dollars.

3.1 Unless otherwise provided in an Order, and provided this Agreement is not earlier terminated as set out in Sections 3.2-3.4: (i) this Agreement will have an initial term of one year from the Effective Date, and (ii) will thereafter automatically renew for additional consecutive one-year terms unless either Party provides written Notice of non-renewal to the other Party at least 90 days prior to the expiration of the then-current term. Unless otherwise specified in an Order, Fees for renewal terms will be billed at ClarityCare's then-standard rates.

3.2 Either Party may terminate this Agreement effective upon Notice to the other Party if (i) the other Party defaults in performance of any material provision of this Agreement and such default is not cured within 30 days following Notice describing the specific default (or 10 days in the event of failure to pay amounts owed); (ii) the other Party violates Applicable Law; (iii) the other Party files a voluntary petition in bankruptcy or an involuntary petition is filed against it; (iv) the other Party is adjudged bankrupt; (v) a court assumes jurisdiction of the assets of the other Party under a federal reorganization act or other statute; (vi) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of the other Party; (vii) the other Party becomes insolvent, suspends business or ceases to conduct its business in the ordinary course; or (viii) the other Party makes an assignment of its assets for the benefit of its creditors.

3.3 ClarityCare may terminate this Agreement for cause effective upon Notice if Client (i) violates any System and Service Access and Use provision in Section 4 (ClarityCare Platform and Services Access and Use), or (ii) has breached or breaches the warranty in Section 8.2(iv) (specified criminal convictions).

3.4 Client may terminate this Agreement upon at least 90 days' Notice to ClarityCare if any changes by ClarityCare to the ClarityCare Platform materially and adversely affect the ClarityCare Service that it receives, provided that such Notice must be provided within 60 days after Client is first informed of such changes.

3.5 Upon termination of this Agreement or any ClarityCare Service for any reason, Client shall immediately pay to ClarityCare all amounts due hereunder for all services rendered through the date of termination.

4.1 Access to the ClarityCare Platform is provided solely to facilitate access to ClarityCare Services. Client's right to access and use the ClarityCare Platform is subject to its compliance with the terms and conditions of this Agreement and is on a limited, non-exclusive, non-transferable basis and only during the term of this Agreement. Client shall access ClarityCare Services only (i) through Client's Authorized Users; (ii) on ClarityCare's servers or as otherwise authorized by ClarityCare; and (iii) for the internal use of Client.

4.2 Client shall ensure that each Authorized User complies with the terms of this Agreement as well as Applicable Law. Client shall terminate any Authorized User's access to the ClarityCare Platform (i) when such person no longer meets the definition of Authorized User; (ii) if conduct by such Authorized User breaches any term of this Agreement; or (iii) upon such Authorized User's indictment, arrest, or conviction of any crime related to claims or other transactions, financial relationships, or financial dealings in connection with health care, and Client shall immediately inform ClarityCare of any such indictment, arrest, or conviction. Client is responsible for all acts and omissions of any Authorized User in connection with such Authorized User's access and use of the ClarityCare Platform. ClarityCare may restrict, suspend, or terminate an Authorized User's access to the ClarityCare Platform if ClarityCare determines in its reasonable discretion that such access has an adverse effect on ClarityCare or any of its clients.

4.3 Client shall require Authorized Users to protect their passwords and login credentials. Client is responsible for any use of data, information, or services obtained through the ClarityCare Platform by Authorized Users.

4.4 Except as expressly permitted under this Agreement, Client shall not and shall cause its Authorized Users not to: (i) access or use ClarityCare Property in connection with the provision of any services to third parties; (ii) resell, rent, license, lease, provide service bureau or timeshare services, transfer, encumber, copy, distribute, publish, exhibit, transmit or otherwise make available to any third party any ClarityCare Property; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on ClarityCare Property; (iv) use ClarityCare Property in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output, including but not limited to introduction of any viruses or malware into ClarityCare; (v) enter data in the ClarityCare Platform that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract or modify information in ClarityCare using technology or methods such as those commonly referred to as "web scraping," "data scraping," or "screen scraping;" (vii) use ClarityCare Property or any part or aspect thereof for any unlawful purpose or to mislead or harass anyone; or (viii) use ClarityCare Property except as specifically permitted under this Agreement. Use of or access to ClarityCare Property not in accordance with the terms of this Agreement is strictly prohibited. Any violation of this Section 4 will cause ClarityCare irreparable and immediate harm, and ClarityCare is entitled to injunctive relief to prevent such violation.

4.5 If ClarityCare personnel must travel to Client premises pursuant to an Order or Client request, Client is responsible for all related travel and living expenses incurred by such personnel while traveling to and from Client facilities to perform ClarityCare Services.

4.6 Client must (a) provide ClarityCare personnel with such information, cooperation and support as may reasonably be required for such personnel to provide ClarityCare Services, (b) permit ClarityCare personnel to access such of Client systems, networks, premises, and property as is necessary to perform the ClarityCare Services and ensure that ClarityCare is granted sufficient authorization to use any third-party systems, programs, platforms or networks necessary to perform the ClarityCare Services, and (c) provide that all necessary consents, authorizations, and licenses have been obtained so that the provision of ClarityCare Services does not breach any contractual, statutory, or regulatory provisions (of whatever jurisdiction) relating to the use of and access to Client Data and personal data.

4.7 ClarityCare may indirectly perform services under this Agreement for third party group employee benefit plans (each a "Plan"). Such services do not include or imply any discretionary authority by ClarityCare over the operation of the Plan that would result in ClarityCare being, a "named fiduciary," "Plan Administrator," or other "fiduciary," (as those terms are interpreted in the context of Applicable Law). ClarityCare is not, and Client will not name ClarityCare, as having any of the previously listed designations or duties. ClarityCare has no discretionary authority or final authority to control or manage the Plan's administration or manage or invest the Plan's assets. UNDER NO CIRCUMSTANCES DOES CLARITYCARE ACCEPT OR ASSUME ANY FIDUCIARY DUTIES WITH RESPECT TO ANY PLAN. Should ClarityCare be deemed a fiduciary despite the arrangements and contractual disclaimers provided under this Agreement, the Parties agree that ClarityCare's entire fiduciary liability is hereby limited to $1,000, and Client hereby releases and discharges ClarityCare from any and all other fiduciary remedies and liability arising or resulting from such fiduciary actions or designations.

4.8 ClarityCare does not provide, direct, or control medical care or treatment and Client and its related medical providers are not the agents or employees of ClarityCare. ClarityCare is not responsible for medical outcomes. All decisions regarding medical care or treatment and the results thereof are solely within the control of the Client, related healthcare providers, and their respective patients. ClarityCare does not render medical care or treatment.

4.9 Client makes the ultimate decision to cover or pay a benefit for healthcare services. ClarityCare's role is solely and exclusively to provide support to Client's licensed and qualified clinical professionals who shall make the ultimate determination about whether proposed medical treatments and services are medically necessary and appropriate. UNDER NO CIRCUMSTANCES DOES CLARITYCARE MAKE ANY CLINICAL DECISIONS. Accordingly, ClarityCare is not responsible for making any decisions arising in relation to prior authorization, concurrent or retrospective or any other reviews of medical care or treatment. Without limiting the generality of the foregoing, ClarityCare does not inform, advise, or notify third parties about: (i) whether a proposed treatment or service is medically necessary; (ii) whether a Plan will cover a particular item or service, or (iii) whether an individual is eligible for benefits under a Plan or whether a benefit is available under a Plan. ClarityCare refers all such matters to Client for its management and administration, and Client solely accepts these responsibilities.

6.1 Except for the right to use ClarityCare Property subject to the terms and conditions of this Agreement, this Agreement does not confer on Client a license in, ownership of, or interest in ClarityCare Property. ClarityCare developed or acquired ClarityCare Property exclusively at its private expense.

6.2 As between the Parties, ClarityCare retains all right, title, and interest in and to ClarityCare Property and such property is and will remain the exclusive property of ClarityCare. ClarityCare has the unrestricted and permanent right to use and implement all ideas, advice, recommendations, or proposals of Client and its personnel with respect to ClarityCare Property in any manner and in any media, and shall own any and all implementations thereof.

6.3 As between ClarityCare and Client, Client retains all right, title and ownership interest in and to Client Data. Client hereby grants to ClarityCare a fully paid up, worldwide, sub-licensable, perpetual, right and license to Client Data for the purpose of providing the ClarityCare Services and for modifying or improving ClarityCare Property.

7.1 Each Party shall comply with Applicable Law. Client is solely responsible for compliance with all legal and regulatory requirements with respect to Client's use of the ClarityCare Platform and ClarityCare Services.

7.2 Client shall verify and is solely responsible for the accuracy, completeness, and appropriateness of all information entered into or selected in ClarityCare or the Third-Party Items by it and its Authorized Users. As between the Parties, the professional duty to treat the patient lies solely with Client, and use of information contained in or entered into ClarityCare or provided through ClarityCare Services in no way replaces or substitutes for the professional judgment or skill of Client. Client is responsible and liable for the treatment of patients as to whom Client and its personnel access or use ClarityCare Services, including responsibility for personal injury or loss of life. Client represents and warrants to ClarityCare that (i) all data it provides to ClarityCare or that it selects in ClarityCare, including, but not limited to, codes and practitioner identifiers, are accurate and in conformity with all legal requirements; (ii) its medical records appropriately support all codes that it enters, selects, or approves; (iii) it and its personnel are duly authorized to enter and access such data; and (iv) ClarityCare is duly authorized to receive, use, and disclose such data subject to the terms of this Agreement. ClarityCare is not a health plan or healthcare provider, and it cannot and does not independently review or verify the medical accuracy or completeness of the medical information entered into, or made available to it in, the ClarityCare Platform. Use of and access to ClarityCare Services, including, but not limited to, clinical information in ClarityCare, is at the sole risk and responsibility of Client, Authorized Users, and any practitioner or health care provider or facility using data provided by ClarityCare as part of ClarityCare Services. ClarityCare will not be liable for any action or inaction of Client which may give rise to liability under the federal False Claims Act or any state version thereof.

8.1 ClarityCare warrants to Client that, to ClarityCare's knowledge, ClarityCare Functionality, when used properly and as expressly authorized by ClarityCare, does not infringe any valid patent, registered copyright, or other registered intellectual property right under the laws of the United States, provided that ClarityCare makes no warranty to the extent that such infringement results from (i) use or access of ClarityCare by Client in combination with any data, software, or equipment provided by Client or any third party that could have been avoided by use or access of ClarityCare without such data, software, or equipment, or (ii) any breach of an agreement by, or any negligent or other wrongful act or omission of, Client or any party acting on behalf of Client.

8.2 Each Party represents and warrants to the other Party on a continuing basis through the term of this Agreement that (i) it has the requisite corporate power and authority to execute and perform its obligations under this Agreement; (ii) the person executing this Agreement on its behalf has the authority to bind it hereunder and that such Party's execution of this Agreement is not in violation of such Party's bylaws, certificate of incorporation or other comparable document; (iii) the execution, delivery, or performance of this Agreement will not violate or conflict with, require consent under, or result in any breach or default of Applicable Law or contractual arrangements with third parties; and (iv) neither it nor any of its personnel to its knowledge (A) has been convicted of any crime arising from claims or other transactions, financial relationships, or financial dealings in connection with health care, or (B) has been excluded from any federal or state health care program.

8.3 Client represents, warrants, and covenants to ClarityCare that (i) it is, and will be, duly licensed and authorized to provide any health services it renders; and (ii) any use of ClarityCare Property is and shall remain compliant with Applicable Law. Client agrees that it has not relied on any representations, warranties, or statements of fact not specifically included in this Agreement, and shall not assert, and shall cause its affiliates and personnel not to assert, any claim against ClarityCare with respect to its or their reliance on any representations, warranties or statements of fact not specifically included in this Agreement.

8.4 Except as expressly provided in this Agreement, ClarityCare disclaims all representations and warranties of any kind or nature, express or implied (either in fact or by operation of law), with respect to any services or items provided hereunder. Except as expressly provided in this Agreement, ClarityCare Property is provided "as is." ClarityCare does not warrant that ClarityCare Property will be error-free or will be provided (or available) without interruption or meet Client's business or operational needs.

8.5 No claim against ClarityCare of any kind under any circumstances may be asserted or filed more than one year after Client knows, or in the exercise of reasonable care could know, of any circumstances, whether by act or omission, which may give rise to such claim.

8.6 Client acknowledges that the ClarityCare Platform uses artificial intelligence and machine learning systems, (collectively, the "AI Systems"). Client understands that the AI Systems may produce errors, inaccurate outputs, unexpected results, or failures, (each, a "Flaw"). Therefore, ClarityCare does not warrant or guarantee the accuracy, reliability or completeness of the AI System, and accordingly disclaims all liability for any consequences arising from an AI System Flaw.

8.7 EXCEPT FOR EXPRESS WARRANTIES PROVIDED IN THIS SECTION 8: (I) CLARITYCARE DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES THAT MIGHT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; AND (II) CLARITYCARE MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS OR USEFULNESS OF ANY PORTION OF THE CLARITYCARE SERVICES, INCLUDING THE CONTENT CONTAINED ON OR ACCESSIBLE THROUGH THE CLARITYCARE SERVICES, OR REGARDING THE AVAILABILITY OR APPROPRIATENESS OF THE CLARITYCARE SERVICES.

8.8 CLARITYCARE'S CUMULATIVE, AGGREGATE LIABILITY IN CONNECTION WITH OR ARISING IN ANY WAY OR IN ANY DEGREE FROM THIS AGREEMENT, FROM CLARITYCARE SERVICES, OR OTHERWISE FROM THE ACTS OR OMISSIONS OF CLARITYCARE WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CLARITYCARE IN THE 12 MONTHS BEFORE SUCH CLAIM AROSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CLARITYCARE WILL NOT BE LIABLE FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES; ADDITIONAL OVERHEAD AND PAYROLL; LOST PROFITS OR BUSINESS OPPORTUNITIES; LOSS OF DATA; OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES. CLIENT HEREBY ACKNOWLEDGES THAT THE REMEDIES SET FORTH ABOVE ARE REASONABLE AND WILL NOT FAIL OF THEIR ESSENTIAL PURPOSE.

9.1 ClarityCare agrees to indemnify, defend, and hold Client harmless from and against that portion of any and all claims, actions, liabilities, losses, damages, costs and expenses resulting solely and directly from ("Indemnify") from a third-party claim that the ClarityCare Services infringe upon a U.S. patent or copyright or misappropriates the intellectual property rights of any third party. Where Client's use of the ClarityCare Services under this Agreement is enjoined, ClarityCare may, at its sole option and expense, either procure a license to continue offering the ClarityCare Services; replace or modify the infringing the ClarityCare Services to avoid the infringement; or, if neither of the foregoing options are commercially feasible, terminate the right and access to the corresponding the ClarityCare Services and refund any related unused but prepaid fees as of the date of such termination.

9.2 Each Party agrees to indemnify, defend and hold the other Party harmless from and against that portion of any and all claims, actions, liabilities, losses, damages, costs and expenses resulting solely and directly from the indemnifying Party's: (i) failure to use slight care, or conduct that is so careless as to show a complete disregard for the rights and safety of others, (gross negligence); (ii) willful or criminal misconduct; (iii) breach of the Agreement.

9.3 Client agrees to Indemnify ClarityCare from any third party claim that arises from or relates to (i) Client's misuse of the ClarityCare Services; (ii) a third party's use of the ClarityCare Services, or results thereof, permitted by Client; (iii) inaccuracy or incompleteness of information or data, including any errors, omissions, or loss of data, whether such data constitutes Client Data or Client PHI; (iv) any violation of Applicable Law by Client; (v) Client's failure to obtain sufficient authorization as required under Section 4.6(b); and (vi) Client's integration, connection, access, or use of the ClarityCare Services with any third-party system, program, platform, or network.

9.4 The Indemnification covenants in this Section 9 are contingent upon prompt notice from the Party seeking to be indemnified of the existence of any such claim or action and such Party's full cooperation with the defense of any such claim or action, which shall be controlled by the indemnifying Party at its election. The indemnifying Party shall, also at its election, also have full control over any settlement, provided such settlement requires no action or contribution on the part of the indemnified Party.

11.1 If a Force Majeure Event prevents a Party from complying with any one or more obligations under this Agreement, that inability to comply will not constitute breach if (i) that Party uses reasonable efforts to perform those obligations; (ii) that Party's inability to perform those obligations is not due to its failure to (x) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event, or (y) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (z) that Party complies with its obligations under Section 11.2.

11.2 During a Force Majeure Event, the noncomplying Party shall use reasonable efforts to limit damages to the other Party and to resume its performance under this Agreement.

12.1 Any controversy or claim arising out of or relating to this Agreement (each, a "Dispute"), including by way of example only, the breach, termination or validity thereof, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief, shall be subject to informal dispute resolution whereby the Parties to the Dispute shall meet and confer in good faith to resolve any disputes arising during the Term. If the Parties are unable to resolve a Dispute through such discussions, the aggrieved Party shall propose, in writing, a reasonable manner of resolving the Dispute. The other Party shall respond by accepting, rejecting, or modifying the proposal, in writing, within 30 days of the date it receives the proposed resolution. Discussions, negotiations, and documents shared throughout the informal dispute resolution period shall be treated as inadmissible, compromise, and settlement negotiations.

12.2 In the event the Parties are unable to resolve the dispute within 60 days after the commencement of discussions through such informal dispute resolution, all remaining disputes and claims will be resolved by arbitration administered by the Judicial Arbitration and Mediation Services ("JAMS"), and notwithstanding anything to the contrary in the Comprehensive Arbitration Rules & Procedures of JAMS, a panel of three arbitrators shall preside over any such arbitration, with each Party selecting one arbitrator and the Party-appointed arbitrators then mutually agreeing upon a chairperson, who shall also be impartial and independent. If the Party-appointed arbitrators cannot mutually agree upon a chairperson within 14 days of first attempting to do so, the chairperson shall be appointed in accordance with the Comprehensive Arbitration Rules & Procedures of JAMS. Additionally, arbitrators shall not permit hearsay evidence during any proceeding, (as per Rule of Evidence 801 and 802). The arbitration proceedings shall be held in accordance with JAMS' Comprehensive Arbitration Rules and Procedures and pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Any award rendered by the arbitrator shall be final and binding upon the Parties and judgment upon any such award may be entered in any court having jurisdiction.

12.3 Except as may be required by law or to the extent necessary for enforcement of any award, neither Party nor the arbitrator may disclose the existence, content, record, or results of arbitration. The arbitrator may award only monetary relief and is not empowered to award damages other than compensatory damages. All forms of dispute resolution provided for hereunder will not be attended or administered in-persona, and in lieu thereof, shall occur remotely and take place on a mutually agreed upon time and date.

12.4 Notwithstanding this Section12, either Party may (i) terminate this Agreement according to its terms, or (ii) seek injunctive relief in any court of competent jurisdiction.

15.1 This Agreement constitutes the entire agreement between the Parties relating to ClarityCare Services and supersedes all prior agreements, understandings, and representations relating to ClarityCare Services.

15.2 Except as otherwise provided in this Agreement, no change to this Agreement will be effective or binding unless signed by Client and a duly authorized representative of ClarityCare.

15.3 Neither Party will assign this Agreement without the written consent of the other, provided that either Party may assign this Agreement with no less than 90 days prior Notice as part of a corporate reorganization, consolidation, merger, change of control with respect to its outstanding stock, or sale of substantially all of its assets, and provided further that the assigning Party and the assignee will remain liable for any unperformed obligations under this Agreement arising prior to the effective date of any such transaction, and any attempt to assign this Agreement not in accordance with this Section 15.3 shall be null and void.

15.4 This Agreement is binding on the Parties and their successors and permitted assigns.

15.5 The Parties agree that they will not take any action that aims to invalidate this Agreement or seeks to prohibit the other Party from realizing the benefits of the provisions in this Agreement relating to the dispute resolution, choice of law, forum, or liability limitations.

15.6 Nothing contained in this Agreement shall be construed to create a joint venture, partnership, or like relationship between the Parties, and their relationship is and will remain that of independent Parties to a contractual service relationship. Neither Party will be liable for the debts or obligations of the other Party.

15.7 Client shall not advertise, market, promote, or publicize in any manner its use of and access to ClarityCare Services without the express written consent of ClarityCare in each instance.

15.8 Except as explicitly set forth in this Agreement, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party.

15.9 Section titles are for convenience only and will not affect the meaning of this Agreement. When used in this Agreement, "including" means "including without limitation."

15.10 No failure by a Party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver. Despite the possibility that one Party or its representatives may have prepared the initial draft of this Agreement or any provision hereof or played a greater role in the preparation of subsequent drafts, neither Party shall be deemed the drafter of this Agreement and no provision hereof shall be construed in favor of one Party on the ground that such provision was drafted by the other.

15.11 Client shall not join or consolidate claims by other clients or pursue any claim as a representative or class action or in a private attorney general capacity. In connection with ClarityCare Services, a copy of a signed document sent by PDF or telephone fax will be deemed an original in the hands of the recipient.

15.12 If any term or provision of this Agreement is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision.

15.13 This Agreement may be executed in counterparts and exchanged by electronic means, each of which shall be deemed an original, and both of which together constitute only one agreement between the Parties.

15.14 The following Sections of this Agreement will survive termination and continue in force: Sections 1 (Defined Terms), 2.2 (Fees), 3.5 (Rights upon termination), 5 (Confidential Information), 6 (Usage and Ownership), 7.2 (Client responsibility for Client Data), 8.3 (Client representations and warranties), 8.6 (ClarityCare limitations of liability), 9 (Indemnification), 12 (Dispute Resolution; Arbitration), 13 (Choice of Law; Forum), 14 (Notice), and 15 (Miscellaneous).

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