CarePilot Legal

RECITALS

WHEREAS, CarePilot provides access to certain documentation scribing and related services (as more fully described in the Cover Sheet, the "Services") to its customers; and

WHEREAS, Customer desires to access the Services, and CarePilot desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meanings provided:

(a) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder. Authorized Users are categorized as Full Users, Limited Users, or Trial Users.

(b) "Full User" means an Authorized User who is granted unlimited access to the Services during the Term of this Agreement, as specified in the Cover Sheet as applicable.

(c) "Limited User" means an Authorized User who is limited to a specified number of encounters per week, as specified in the Cover Sheet, as applicable.

(d) "Trial User" means an Authorized User who is granted access to the Services during the Trial Term as specified in the Cover Sheet, as applicable.

(e) "User Count" means the total number of Full Users and Limited Users that are billable for a given billing period.

(f) "Cover Sheet" means the document titled "Cover Sheet to CarePilot Inc. SaaS Agreement" that is executed by the Parties via electronic signature and made available to Customer at the unique URL generated for that transaction (the "Cover Sheet URL"). The Cover Sheet sets out Customer-specific commercial terms—including Customer information, the Effective Date, scope of Services, Trial Term details, Post-Trial Terms, and any other pertinent terms—and is incorporated into, and forms part of, this Agreement by this reference.

(g) "Customer Data" means any and all information, data, and other content, in any form or medium, that is submitted, posted, uploaded, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services or which is provided or made accessible by Customer to CarePilot under this Agreement.

(h) "Documentation" means CarePilot's user manuals, technical documentation, and guides relating to the Services provided by CarePilot to Customer either electronically or made available on its website relating to the Services.

(i) "CarePilot IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, CarePilot IP does not include Customer Data or Output, or any derivatives thereof.

(j) "Initial Term" shall mean the period of time specified in the Cover Sheet.

(k) "Output" means the information, data or other content that is generated and returned by the Services as a result of the Customer Data that is submitted, posted, uploaded, or otherwise transmitted by Customer or an Authorized User through the Services.

(l) "Services" means the software-as-a-service defined in the first "Whereas" clause above.

(m) "Initial Term Start Date" means the date shown on CarePilot's first invoice for Initial Term Fees.

(n) "Third-Party Products" means any third-party products incorporated into the Services by CarePilot.

(o) "Trial Term" means the period starting on the Trial Start Date listed on the Cover Sheet.

(p) "Hyperlinked Terms" – has the meaning given in §11(a).

(q) "Go‑Live" means the first date during the Initial Term on which the Services generate Output in Customer's production environment.

(r) "Mutual Acceptance" means both Parties' signatures on Schedule B, which signatures confirm the Initial Term Start Date and the Fees stated therein.

(s) "Initial License Count" means the number of Authorized Users that commence billing at the start of the Initial Term.

(t) "Added License" means any increase to the number of billable Authorized Users during a Term.

(u) "Minimum License Commitment" means the Initial License Count plus all Added Licenses then in effect; it is the minimum billable user count through the end of the then‑current Term.

(v) "Trial Start Date" means the calendar date specified on the Cover Sheet as the Trial Start Date. Provisioning of any trial user may occur before or after the Trial Start Date and does not affect the start or length of the Trial Term.

(w) "Trial Payment Method" means the payment method designated solely to pay Trial Fees.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned on Customer's payment of Fees (except during the Trial Term, for which no Fees shall be due from Customer for access and use of the Services, unless otherwise specified in the Cover Sheet) and compliance with all other terms and conditions of this Agreement, CarePilot hereby grants Customer a non-exclusive, nontransferable (except in compliance with Section 11(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. CarePilot shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in the Cover Sheet for the Trial Term (the "Trial Users") and for the Initial Term, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. The number of non‑trial Authorized Users may be increased at any time in accordance with §5(d) (License Adjustments), and all increases become part of the Minimum License Commitment through the end of the then‑current Term.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, CarePilot hereby grants to Customer a non-exclusive, non-sublicensable, nontransferable (except in compliance with Section 11(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access and use granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

In addition to the use restrictions set forth above, Customer affirms that, when the Services are used for patients under 13, the Provider (or Customer) is responsible for obtaining all required parental or guardian rights and authorizations to comply with applicable law.

The Services are solely intended for use in the support of document generation and revenue cycle processes. The Services are not intended to provide diagnostic or treatment services.

(d) Reservation of Rights. CarePilot reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the CarePilot IP.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, CarePilot may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) CarePilot reasonably determines that (A) there is a threat or attack on any of the CarePilot IP; (B) Customer's or any Authorized User's use of the CarePilot IP disrupts or poses a security risk to the CarePilot IP or to any other customer or vendor of CarePilot; (C) Customer, or any Authorized User, is using the CarePilot IP for fraudulent or illegal activities or in a manner not authorized by this Agreement; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) CarePilot's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of CarePilot has suspended or terminated CarePilot's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). CarePilot shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. CarePilot shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. CarePilot will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(f) HIPAA Obligations.

(i) The Parties acknowledge and agree that CarePilot is a "Business Associate" of Customer (as such term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended from time to time ("HIPAA")). As such, CarePilot shall comply with HIPAA (and all applicable regulations) and the terms and conditions of the Business Associate Addendum ("BAA"), available at the URL identified in the Cover Sheet and incorporated by reference herein (referred to in this Agreement as Exhibit A).

(ii) Customer shall: (a) inform each patient, prior to an Authorized User's use of the Services with such patient, of the function, extent and purpose of the Services and the use of audio recording equipment in accordance with all applicable laws and regulations; and (b) obtain the patient's prior written authorization and consent in conformance with applicable laws and regulations for Authorized User to use the Services in connection with the patient encounter. Customer shall be solely responsible for obtaining any and all necessary authorizations and consents from patients prior to using the Services.

HIPAA Data Retention. Customer shall be solely responsible for complying with its obligations requiring it to maintain records of transactions. In no event does CarePilot accept responsibility for Customer's obligations under HIPAA or other applicable state or federal law, rule or regulation for data retention. Customer agrees that it is not delegating any document retention responsibilities under HIPAA or any other state or federal law, rule or regulation to CarePilot.

3. Customer Responsibilities.

(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

(b) Responsibility for Output. Customer and its Authorized Users are solely responsible for verifying the accuracy of the Output. Given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output. Customer shall evaluate the accuracy of the Output as appropriate to its legal and ethical obligations, including by using human review of the Output.

(c) Third-Party Products. CarePilot may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

4. Support. The access and use rights granted hereunder entitle Customer to the support services described from time to time on CarePilot's website one year following the Effective Date under this Agreement and thereafter, solely if Customer purchases additional support services.

5. Fees and Payment.

(a) Fees. During the Trial Term, Customer shall pay CarePilot the fees ("Trial Fees") as (and if) specified in the Cover Sheet. During the Initial Term, Customer shall pay CarePilot the fees ("Fees") as set forth in the Cover Sheet without offset or deduction. If Customer fails to make any payment when due, without limiting CarePilot's other rights and remedies: (i) CarePilot may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse CarePilot for all reasonable costs incurred by CarePilot in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for sixty (60) days or more, CarePilot may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on CarePilot's income.

(c) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. CarePilot may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid CarePilot with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a).

(d) License Adjustments. Customer may increase the license count at any time. Each increase (an 'Added License') is co‑termed with the then‑current Term and prorated for the time remaining (partial month by days; each remaining full month at the then‑applicable per‑user rate). Added Licenses become part of the Minimum License Commitment and may be reduced only effective upon renewal.

(e) No Commitment until Mutual Acceptance. No Initial Term arises, and no Minimum License Commitment exists unless and until the Parties reach Mutual Acceptance. Continued use of the Services after the Trial End, without Mutual Acceptance, does not create an Initial Term.

(f) Trial Payment Method. The Trial Payment Method may be used solely for Trial Fees. It will not be used for any Initial Term charges unless Customer re‑designates it as the payment method after Mutual Acceptance.

6. Warranties.

(a) Compliance with Law. CarePilot represents, warrants and covenants, that upon Customer's execution of this Agreement and throughout the term of this Agreement, the Services provided hereunder will be fully compliant with applicable federal, and state laws, rules, and regulations.

(b) No Excluded Parties. CarePilot, on behalf of itself and its principals, employees, directors, officers and shareholders, represents and warrants that (a) it has not been convicted of a criminal offense related to health care; and/or (b) it is not currently listed by a federal or state agency as debarred, excluded or otherwise ineligible for participation in federally or state funded health care programs. CarePilot agrees that it will immediately notify Customer in the event that it, or any person in its employ, has been excluded, debarred, or has otherwise become ineligible for participation in any Federal or state health care program. Such change in circumstances shall constitute cause for the Customer to immediately terminate this Agreement.

7. Data Security.

(a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party non-public information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, 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 and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Intellectual Property Ownership; Feedback.

(a) CarePilot IP. Customer acknowledges that, as between Customer and CarePilot, CarePilot solely and exclusively owns all right, title, and interest, including all intellectual property rights, in and to the CarePilot IP and, with respect to Third-Party Products, the applicable thirdparty providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Data and Output. CarePilot acknowledges that, as between CarePilot and Customer, Customer solely and exclusively owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data and Output. Customer hereby grants to CarePilot a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and Output and perform all acts with respect to the Customer Data and Output as may be necessary for CarePilot to provide the Services to Customer. As between Customer and CarePilot, subject to Customer's compliance with this Agreement, CarePilot hereby assigns Customer all right, title and interest in and to the Output.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to CarePilot by mail, email, telephone, or otherwise, suggesting or recommending changes to the CarePilot IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), CarePilot is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to CarePilot on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and CarePilot is free to use, without any attribution or compensation to any party, any ideas, knowhow, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although CarePilot is not required to use any Feedback.

(d) Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND CAREPILOT IP IS PROVIDED "AS IS" AND CAREPILOT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CAREPILOT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CAREPILOT MAKES NO WARRANTY OF ANY KIND THAT THE CAREPILOT IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. Indemnification and Insurance.

(a) CarePilot Indemnification.

(i) CarePilot shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer arising out of or relating to any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies CarePilot in writing of such Third-Party Claim, cooperates with CarePilot, and allows CarePilot sole authority to control the defense and settlement of such Third-Party Claim.

(ii) If a Third-Party IPClaim is made or appears possible, Customer agrees to permit CarePilot, at CarePilot's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If CarePilot determines that neither alternative is reasonably available, CarePilot may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) Section 8(a)(i)(A) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by CarePilot or authorized by CarePilot in writing; (B) modifications to the Services not made by CarePilot; or (C) Customer Data; or (D) Third-Party Products.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at CarePilot's option, defend CarePilot from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by CarePilot or authorized by CarePilot in writing; or (iv) modifications to the Services not made by CarePilot, provided that Customer may not settle any Third-Party Claim against CarePilot unless CarePilot consents to such settlement, and further provided that CarePilot will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

Sole Remedy. THIS SECTION 8(a) SETS FORTH CUSTOMER'S SOLE REMEDIES AND CAREPILOT'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Limitations of Liability. IN NO EVENT WILL CAREPILOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CAREPILOT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CAREPILOT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO CAREPILOT UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.

(a) Term and Automatic Renewal. The Term of this Agreement begins on the Effective Date and continues through the end of the Initial Term unless terminated earlier in accordance with this Section 11. If the Parties agree in the Cover Sheet to forego a Trial Term, the Initial Term begins on the Initial Term Start Date as defined in §1(m).

(b) Upon expiration of the Initial Term, this Agreement will automatically renew for successive one-year renewal terms (each, a "Renewal Term," and together with the Initial Term, the "Term") unless either Party provides the other Party with written notice of non-renewal at least thirty (30) days before the end of the then-current Term. CarePilot will provide written renewal reminder at least forty-five (45) days before the renewal date.

Termination. In addition to any other express termination right set forth in this Agreement:

(i) CarePilot may terminate this Agreement, effective on written notice to Customer, if Customer: breaches any of its obligations under Section 2(c) or Section 6;

(ii) CarePilot may terminate this Agreement upon thirty (30) days' written notice in the event Customer fails to comply with material terms of this Agreement (e.g. misuse, nonpayment) and does not cure such failure within such thirty (30)-day period.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the CarePilot IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the CarePilot IP and certify in writing to the CarePilot that the CarePilot IP has been deleted or destroyed. No expiration or termination will affect the Customer's obligation to pay any amounts that may have become due prior to termination, except as provided under the Early Termination Clause in the Cover Sheet.

(d) Survival. This Section 11(d) and Section 1, 5, 6, 7, 8(b), 9, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. Miscellaneous.

(a) This Agreement, together with the Cover Sheet and any other documents incorporated herein by reference, and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. All documents identified by live URL in the Cover Sheet (collectively, the "Hyperlinked Terms") are incorporated into this Agreement as if fully set forth herein. If CarePilot changes any URL, it will notify Customer, and the version in effect on the Effective Date will continue to govern unless the Parties agree otherwise in writing. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs:

(i) the Cover Sheet;

(ii) this Agreement (excluding its Exhibits);

(iii) the Exhibits to this Agreement as of the Effective Date; and

(iv) any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the Cover Sheet (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall CarePilot be liable to Customer or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by any circumstances beyond CarePilot's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement or to the Cover Sheet is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri in each case located in the city of Kansas City and County of Jackson County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. A Party may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of CarePilot. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(j) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.