Effective as of January 1, 2024

Agreement to Terms of Service

These Terms of Service (“Terms of Service”) apply to CenturyDoc, Inc. (“CenturyDoc”), located at www.centurydoc.com. These Terms of Service apply to all Website visitors. In addition to these Terms of Service, if you are using an online subscription service or software app provided by CenturyDoc (“Subscription Service”), you must also agree to CenturyDoc’s Terms of Service for that Subscription Service.

BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE THIS WEBSITE OR THE SUBSCRIPTION SERVICE. Please read these Terms of Service carefully. CenturyDoc reserves the right to update and make changes to these Terms of Service at any time, in its sole discretion. Such changes are effective immediately upon being posted to the Website, unless otherwise specified by CenturyDoc. It is your responsibility to refer back to this page from time to time for any such updates or changes.

Subject to your compliance with these Terms of Service, CenturyDoc grants you a limited, personal, non-exclusive, non-transferable and revocable right and license to access and use the Website and its contents. The Website provides information and certain services related to CenturyDoc’s software and its services.

Privacy:

The Website supports CenturyDoc’s Subscription Service and provides information to patients and businesses. To operate the Website and Subscription Service as intended, CenturyDoc collects and processes personal information and data. Please refer to CenturyDoc's Privacy Policy, located at www.centurydoc.com/privacy which informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. However, you understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that CenturyDoc cannot ensure or warrant the security of any information transmitted to us.

Your CenturyDoc Account:

Some features of the Website will require you to set up an account with CenturyDoc, such as using the Subscription Service. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers or devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify CenturyDoc of any unauthorized use of your account of which you become aware. You agree that CenturyDoc is not responsible for third party access to your account that results from theft or misappropriation of your account. You may not allow another person to use your account, or assign or transfer your account to any other person or entity, without CenturyDoc’s prior written consent.

Your Warranties and Restrictions on Use of Website and CenturyDoc Materials:

As a condition of your use of the Website, you warrant to CenturyDoc that you will not use the Website or CenturyDoc Materials (as defined in the “Ownership” section below) for any purpose that is unlawful or that is prohibited by these Terms of Service. Without limiting this warranty, you specifically agree:

• You will not use the Website or Subscription Service in any manner which could damage, disable, overburden, or impair the Website or Subscription Service or interfere with any other party's use and benefit of the Website or Subscription Service.

• You will not use the Subscription Service or CenturyDoc Materials for any unauthorized business or unlawful transactions.

• You will not obtain or attempt to obtain any materials or information on or through the Website or Subscription Service through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.

• You will not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this Website or any of its contents.

• You will not upload any content, information (including personal information of yourself or another individual) or other data (collectively, “User Content”) that contains any libelous or unlawful material or any materials or instructions that may cause harm or injury, or violates any person’s right of privacy or any copyright, trademark, or other intellectual property rights.

• You will not copy, modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of the Website, Subscription Service or other CenturyDoc Materials other than for their authorized purposes. You will use CenturyDoc Materials solely for your own personal or internal business use.

• You will not delete or alter any proprietary rights or attribution notices in any content or CenturyDoc Materials obtained through the Website or the Subscription Service.

• You agree that you do not acquire any ownership rights in any CenturyDoc Materials or other content posted by CenturyDoc, its licensors, service providers, or other third parties. CenturyDoc does not grant you any licenses, express or implied, to any Website content or CenturyDoc Materials except as expressly provided in these Terms of Service or as stated in writing in connection with such content or materials.

• You will not use the Website, Subscription Service, or other CenturyDoc Materials to develop a competitive product or service, or copy any of their content, features, functions or designs. You will not allow a direct competitor of CenturyDoc to access the Subscription Service through your account.

Indemnification:

You will indemnify and hold harmless CenturyDoc and our affiliates, officers, agents, employees, customers, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your User Content, your use of the Website or CenturyDoc Materials, or your violation of these Terms of Service, unless such claim, loss or damage arises solely out of CenturyDoc’s or its employees’ or agents’ negligence or wrongdoing.

Suspension or Termination of Account or Website Access:

CenturyDoc reserves the right, in its sole discretion, to suspend or terminate your account or your access to the Website, to terminate or delete any content (including your User Content) or CenturyDoc Materials, and/or to cease providing any related services at any time, without notice and without any liability to you, for any reasonable cause, including without limitation your breach of these Terms of Service, requests by law enforcement or other government agencies, discontinuance or modification of the Website, or technical problems.

Third Party Linked Sites and Services:

The Website and Subscription Service may provide links to websites of third parties (“Linked Sites”) for the purposes of providing certain services or information. Such Linked Sites may include service provider’s websites, social media, credit card processing, as well as links contained in advertisements, including banner advertisements and sponsored links. The Linked Sites are not operated or controlled by CenturyDoc, and CenturyDoc is not responsible for any of the contents of any Linked Sites, including any additional links contained in a Linked Site, or for any products or services provided by such third parties. CenturyDoc is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by CenturyDoc of the site or any association with the owners or operators of the Linked Site. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. You acknowledge and agree that CenturyDoc is not responsible or liable for the content or accuracy of any other website.

Your personal data and information may be shared with the third parties who provide services to CenturyDoc and our customers, including Linked Sites (for example, credit card processors), where permitted by law, subject to your consent if required by law or by the Privacy Policy. Please see the Privacy Policy for additional details.

Linking to the Website and Social Media Features

You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express, written consent.

The Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Website.

• Send e-mails or other communications with certain content, or links to certain content, on the Website.

• Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.

• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

• Link to any part of the Website other than the homepage.

• Otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms of Service.

The website from which you are linking, or on which you make certain content accessible, must not contain false, misleading, defamatory, infringing, illegal, obscene, offensive, harassing, violent, inflammatory or otherwise objectionable material.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may also disable all or any social media features and any other links at any time without notice in our sole discretion.

Use of Other Third Party Integrations 

You may elect to enable other integrations between our Subscription Services and third parties in the future.  If you do so, you are likely to be required to agree to the End User License Agreement of such third parties at the time of enablement of the integration.  If you choose not to accept the terms of such End User License Agreements, do not use the applicable integration.  

Ownership:

All content and materials on the Website or made available through the Website, including articles, videos, text, software, graphics, logos and images (“CenturyDoc Materials”), are the property of CenturyDoc or its customers, suppliers or licensors. All CenturyDoc Materials are protected by copyright and/or other laws that protect intellectual property and proprietary rights. You agree to comply with and not remove all copyright and other proprietary notices, legends or other restrictions applicable to any CenturyDoc Materials.

Your User Content remains your property, subject to the rights of use contained in these Terms of Service and the Privacy Policy. If you provide any suggestions, ideas or feedback to CenturyDoc (“Feedback”), CenturyDoc shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into CenturyDoc’s software, products and services.

Disclaimer of Warranties:

EXCEPT AS OTHERWISE EXPRESSLY AGREED BETWEEN CENTURYDOC AND YOU OR YOUR ORGANIZATION IN A LICENSE AGREEMENT OR OTHER CONTRACT, THE WEBSITE, ITS CONTENTS, AND ALL CENTURYDOC MATERIALS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES AND WITH ALL FAULTS, AND CENTURYDOC AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER ARISING BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. CENTURYDOC DOES NOT WARRANT THAT THE WEBSITE, CENTURYDOC MATERIALS OR ITS SERVICES ARE ERROR-FREE. YOU AGREE THAT CENTURYDOC IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION OR MARKETING MATERIALS OF SERVICE PROVIDERS THAT MAY APPEAR ON THE WEBSITE OR IN THE SUBSCRIPTION SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CENTURYDOC OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITTEN AGREEMENT SIGNED BY CENTURYDOC, IN NO EVENT SHALL CENTURYDOC OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OR LIABILITIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE, THE WEBSITE, THE SUBSCRIPTION SERVICE OR YOUR USE THEREOF, INCLUDING FAILURE OR INADEQUACY OF OR INABILITY TO USE THE WEBSITE, SUBSCRIPTION SERVICE OR OTHER CENTURYDOC MATERIALS OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CENTURYDOC OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, THE SUBSCRIPTION SERVICE, ANY CENTURYDOC MATERIALS, OR ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND SUBSCRIPTION SERVICE.

Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so some of these disclaimers or limitations may not apply to you.

Copyright Infringement and Takedown Notices:

We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Website are infringing, please notify us as specified in the “CenturyDoc Contact Information” section below. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws.

Trademarks:

The CenturyDoc logos and all related names, logos, product and service names, designs and slogans (“Trademarks”) are registered or unregistered trademarks and service marks of CenturyDoc, its service provider customers, and other third parties. All other Trademarks on the Subscription Service or Website are the trademarks of their respective owners. CenturyDoc’s use of a third party’s Trademark or content on this Website does not indicate any endorsement by CenturyDoc of such third party or its products or services. You are not granted any right or license to use the Trademarks of CenturyDoc or others that appear on this Website, other than for authorized business purposes.

International Users:

The Website is controlled, operated and administered by CenturyDoc from our offices within the USA. If you access the Website from a location outside the USA, you are solely responsible for compliance with all local laws.

General Terms:

These Terms of Service are governed by the laws of the State of New York, without regard to any conflicts of laws provisions. You consent to the exclusive jurisdiction and venue of courts in New York in all disputes arising out of or relating to the use of the Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Service, including, without limitation, this section.

CenturyDoc’s provision of the Website and its other products and services is subject to existing laws and legal process, and nothing contained in these Terms of Service limits CenturyDoc’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or your User Content.

If any provision of these Terms of Service is held by a court or other authority to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary or replaced with a valid provision that best embodies the intent of these Terms of Service, or if it cannot be so modified, then severed, and the rest of these Terms of Service shall remain in full force and effect.

These Terms of Service, together with the Privacy Policy and, if applicable, Subscription Terms of Service, constitute the entire agreement between you and CenturyDoc with respect to the Website and its contents, including the Subscription Service, and supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and CenturyDoc with respect to the Website. If CenturyDoc and you or your organization have entered into a separate written contract regarding the Subscription Service covering substantially similar matters as set forth in the Subscription Terms of Service below, that separate, signed contract will have priority over these Terms of Service and the Subscription Terms of Service set forth below in the event of a conflict.

CenturyDoc’s failure to enforce or exercise any provision of these Terms of Service is not a waiver of that provision. Any course of conduct between you and CenturyDoc will not be deemed to modify any provision of these Terms of Service. Except as otherwise stated at the beginning of these Terms of Service, these Terms of Service may be modified or amended only by a separate written agreement signed by an authorized official of CenturyDoc.

You agree to receive all notices and communications from CenturyDoc regarding the Subscription Service by electronic means, which include email and notices posted on the Website or in the portal to the Subscription Service. Such electronic communications may include, but are not limited to, notices of scheduled downtime, notices or disclosures that federal or state laws or regulations require that CenturyDoc provide to its customers, and any other communications regarding your relationship with CenturyDoc. You acknowledge that you are able to retain such electronic communications by printing them or downloading and saving them. You agree that such electronic notices are reasonable and proper notice for the purpose of any applicable laws and regulations, including that communications be provided in writing and/or in a form that you may keep.

CenturyDoc Contact Information:

You may send us notices, questions or comments regarding these Terms of Service at the following:

CenturyDoc, Inc.

3627 Waldo Ave, Suite 100

Bronx, NY 10463

Legal Notices (including infringement or privacy matters): legal@centurydoc.com (with a copy to CenturyDoc’s street address above, Attention: Legal Operations)

Subscription Service Terms of Service

Customer Terms of Service

These Customer Terms of Service (the “Terms”) are between CenturyDoc, Inc. (“CenturyDoc” or “we”) and the Customer identified in the accompanying Order (“Customer” or “you”). If Customer is a business or other legal entity, the person accepting these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions. If you are a User using the Subscription Service under the Customer’s license, applicable portions of these Terms are also binding upon you individually, including without limitation the Acceptable Use Policy and other restrictions in Section 3 and the terms in Sections 8, 9 and 10. Where applicable, “you” also refers to Users. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCEPTING THEM BY SIGNING THE ACCOMPANYING ORDER. THESE TERMS GOVERN THE LICENSE AND USE OF THE SUBSCRIPTION SERVICE AND SOFTWARE OFFERED BY CENTURYDOC AND PROVIDED TO CUSTOMER AND ITS USERS UNDER THE ORDER(S) EXECUTED BY CUSTOMER. BY SIGNING THE ORDER, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS ENTIRE TERMS OF SERVICE CONTRACT, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT ATTACHED BELOW. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT SIGN THE ORDER.

These Terms are effective between Customer and CenturyDoc as of the date Customer signs the initial Order and that Order is accepted by CenturyDoc (the “Effective Date”). The person accepting the Order and these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions.

RECITALS: A. CenturyDoc licenses certain software programs to customers (the “Software”) that are available to access through the cloud, via CenturyDoc’s website (the “Website”) as a subscription service, together with other content and materials provided by CenturyDoc on the Website or otherwise (the “Subscription Service”). B. Customer desires to access the Subscription Service, and CenturyDoc desires to provide such access to Customer, subject to the terms and conditions of these Terms. 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, CenturyDoc and you agree as follows: AGREEMENTS: In consideration of the mutual promises set out in these Terms, CenturyDoc and Customer agree as follows:

1. Definitions. (a) “Acceptable Use Policy” means the acceptable use policy and terms set forth in Section 2(b). (b) “BAA” means the Business Associate Agreement attached below. (c) “Confidential Information” means CenturyDoc’s pricing, Customer Data, either party’s non-public business and technology information, the Software, trade secrets, any written materials marked as confidential and any other information which reasonably should be understood to be confidential. Confidential Information excludes information that the receiving party can document: (i) is or becomes generally available to the public without fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to its disclosure by the other party; (iii) is independently developed without the use of any Confidential Information of the disclosing party; or (iv) is obtained without obligation of confidentiality from a third party who has the right to disclose it. The receiving party also may disclose Confidential Information to the extent required under a judicial or legislative order or proceeding or as necessary to comply with open records acts or other freedom of information laws or regulations; provided that it gives the disclosing party, if legally permissible, reasonable prior notice and an opportunity to respond or object to the disclosure. (d) "Customer Data" means all electronic data, content and information input by Customer and Users into the Subscription Service, including any Personal Information of individuals. Customer Data does not include any Feedback. (e) “De-identified Data” has the meaning set forth in Section 5(a). (f) “CenturyDoc Materials” means the Subscription Service, Software, documentation, the Website and its contents (including all content generated by the Subscription Service, except for Personal Information provided by Customer and its Users), CenturyDoc’s trademarks and service marks, custom developments, Modifications, training materials, and other written or electronic documents and materials produced by CenturyDoc that relate to the Subscription Service, and all intellectual property rights in the foregoing. (g) “Feedback” means any suggestions, enhancement requests, complaints or other feedback from Customer or Users relating to the Subscription Service, other CenturyDoc Materials, or CenturyDoc’s Services. (h) “Location(s)” refers to specific offices of Customer that are licensed to use the Subscription Service, as listed in Customer’s Order(s). (i) “Modifications” means updates, upgrades, patches, improvements, enhancements, bug fixes, additional features, and other modifications to the Subscription Service or other CenturyDoc Materials. (j) "Order(s)" means the Customer Order and Agreement between the parties, and/or any other mutually agreed electronic or written documents for placing orders in connection with these Terms. Orders may be for Customer’s and its Users’ initial access to the Subscription Service, for adding additional Locations to Customer’s license, or for any other products or Services of CenturyDoc. Orders are subject to acceptance by CenturyDoc. Orders are incorporated into these Terms by reference, except as provided in Section 17(a). (k) “Payment and Cancellation Policy” means CenturyDoc’s policies relating to its subscription plans, billing, cancellation, and refunds, as set forth below in Section 3. (l) “Privacy Policy” means the CenturyDoc Privacy Policy posted on the Website, which is incorporated into these Terms by reference. The Privacy Policy may be accessed at this link: www.centurydoc.com/privacy. The Privacy Policy may be modified and updated by CenturyDoc from time to time, and the then-current Privacy Policy will apply from and after the time it is posted on the Website. (m) “Services” means technical support, Software maintenance, and other services offered by CenturyDoc to customers as part of or in connection with the Subscription Service, including consulting or other professional services for which CenturyDoc may charge a separate fee. (n) “Software” means the software program(s) that CenturyDoc makes available to Customer as part of the Subscription Service. “Software” also includes any downloadable software provided by CenturyDoc as part of the Subscription Service and any Modifications to the foregoing software. Software will be provided to Customer only through online access as part of the Subscription Service. (o) “Subscription Service” means the subscription service specified in an Order, providing online access to hosted Software and any related products and Services offered by CenturyDoc that are made available online to Customer, including any associated offline components. The Subscription Service will be hosted either on CenturyDoc servers or the servers of a third party that in the business of hosting web or cloud-based software applications. “Subscription Service” excludes any third party software and applications that are owned by entities or individuals other than CenturyDoc and that may interoperate with the Subscription Service or Software, including but not limited to those listed or provided on the Website or together with the Subscription Service. (p) “Term” means the Initial Term of these Terms together with any and all Renewal Terms, as those terms are defined in Section 7(a). (q) “Third Party Software” means software owned by third parties and licensed to CenturyDoc for customers to use in connection with the Subscription Service, including open source software. (r) "Users" means employees, independent contractors, staff and other individual persons that Customer authorizes to use the Subscription Service, solely for Customer’s own internal business purposes. (s) “Website” means the CenturyDoc website where Customer and its Users access the Subscription Service, and/or other web pages designated by CenturyDoc where resources and Services related to the Subscription Service are provided by CenturyDoc (excluding third party websites).

2. License. CenturyDoc grants Customer a non-exclusive, non-transferable right and license, during the term of these Terms, to access and use the Subscription Service during the Term for each authorized Location. The Subscription Service is subject to the following license terms and limitations: (a) Use of Subscription Service. Use of the Subscription Service and Software is limited to Customer’s own internal business purposes related to analyzing and operating its business, and only for the authorized Locations. Customer is granted the right to authorize Users to access and use the Subscription Service, for the sole benefit of Subscription’s business. Customer and Users are authorized to use the Software only as part of the Subscription Service, except as otherwise specifically set forth in these Terms or in the terms of service for a particular Software product. (b) Acceptable Use Policy. Customer and its Users may not use the Subscription Service or other CenturyDoc Materials in any of the following ways: • in any way that violates these Terms or is prohibited by law, regulation, or governmental order; • distributing any viruses or other malicious code, spam, or any other materials or instructions that may cause harm or injury to anyone; • violating the rights of others; including violating any person’s right of privacy or any copyright, trademark, or other intellectual property rights; • reverse engineering, disassembling, decompiling or otherwise attempting to derive source code, trade secrets, algorithms, programming methods or Confidential Information from the Software or Subscription Service; • modifying or creating derivative works of the Subscription Service or any other CenturyDoc Materials, or using them in order to build a competitive product or service, or copying any features, functions or graphics of the Subscription Service, Software or Website. • removing, altering, or obfuscating any copyright notices or other proprietary rights notices placed or embedded by CenturyDoc on or in any CenturyDoc Materials • uploading any libelous or unlawful material; • trying to gain unauthorized access to or disrupt any service, device, data, account or network; • in a way that could harm the Subscription Service; including any way which could damage, disable, overburden, or impair the Subscription Service or interfere with anyone’s use of the Subscription Service; • obtaining or attempting to obtain any materials or information by circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining; • using any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor the Subscription Service or any of its contents; • making an unauthorized transfer to your Subscription Service account or allowing others unauthorized access to the Subscription Service through your account; • marketing or promoting any product or service that is not available through CenturyDoc; or • assisting or encouraging anyone to do any of the above.  Violation of this Acceptable Use Policy may result in suspension or termination of the Subscription Service for the responsible User or Customer. (c) Geographic Scope of License. Customer’s use of the Subscription Service is limited to the United States, and Customer and its Users will not input or allow to be added any Personal Data of non-U.S. residents into the Subscription Service, unless and until otherwise expressly agreed in writing by CenturyDoc. Customer acknowledges that use of the Subscription Service for any business operations outside of the U.S. requires additional due diligence to ensure that that the parties are able to comply with data security, privacy, and other applicable laws and regulations. (d) Modifications. Customer and Users may not modify the Subscription Service or other CenturyDoc Materials in any way, other than adding, modifying and deleting its own Customer Data. Customer acknowledges and agrees that CenturyDoc may make Modifications to the Subscription Service and other CenturyDoc Materials from time to time, in CenturyDoc’s sole discretion. CenturyDoc reserves the right, in its sole discretion, to make unscheduled deployments of Modifications at any time and may add or remove functionalities or features, and may suspend the Subscription Service while updating it. (e) Customer’s Obligations Relating to Data. Customer has the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use all Customer Data. Customer agrees that it is solely responsible for the nature, quality and accuracy of all Customer Data. Customer will promptly handle and resolve any notices and claims relating to the Customer Data, including any notices sent by any person claiming that any Customer Data violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices. Customer hereby grants CenturyDoc and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Customer Data posted on the Subscription Service solely to the extent necessary to provide the Subscription Service and other Services or as otherwise permitted by these Terms. (f) Users. Each User will be required to accept these Terms prior to accessing the Subscription Service. Customer is responsible for ensuring that its Users comply with these Terms. However, CenturyDoc’s representations, warranties and commitments set forth in these Terms are made only to Customer, not to its Users. (g) Open Source and Third Party Software. The parties acknowledge that the Software contains open source code and other Third Party Software components. Open source components are subject to the applicable third party license terms, which are available upon request. Other Third Party Software that is embedded in the Software, or provided by CenturyDoc as an integrated part of the Subscription Service, is sublicensed by CenturyDoc to Customer pursuant to these Terms, as applicable, unless CenturyDoc provides a separate third party license(s) for such Third Party Software to Customer. Third Party Software is licensed only for use in connection with the Software, unless otherwise permitted under an open source license.

3. Cancellation Policy. An Subscription Service with CenturyDoc renews automatically for the agreed-upon term, either monthly or annually. For example, if you signed an annual agreement (for which may have either annual or monthly payments) it will automatically renew for successive 12-month periods. Customers can opt out of automatic renewal by sending a cancellation request to support@centurydoc.com or by canceling the subscription on their own through the CenturyDoc website. Cancellation requests received prior to the end of the agreed-upon contract period will effectively turn off automatic renewal. In that case, the agreement will not renew, but you will still owe the remaining contracted payments for the then-current term, and your service will continue through the end of the term. All payments for services rendered are non-refundable.

4. Free Trials. If you are participating in any free offer or trial period, CenturyDoc will make the Subscription Service available to you free of charge until the end of the free trial period for which you have registered. If you authorized a payment method and agreed to a paid Subscription Service during your free trial, and CenturyDoc had stated to you that the Subscription Service will convert to a paid subscription at the end of the trial or free period, you authorize us to charge your payment method for the Subscription Service. You must cancel the Subscription Service before the end of the trial period to avoid incurring new charges. If you have not authorized a payment method nor agreed to a paid Subscription Service during your free trial, your free trial will expire at the end of the trial period, and your account will not automatically convert to a paid Subscription Service. Unless your free trial account is converted to a paid subscription, any Customer Data you input into the Subscription Service may be deleted at the end of the trial period, at CenturyDoc’s discretion. DURING THE FREE TRIAL PERIOD THE SUBSCRIPTION SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.

5. Other Services. (a) Technical Support and Maintenance. CenturyDoc will provide Customer with reasonable web-based and/or telephone-based technical support and maintenance Services to assist Customer in utilizing the Subscription Service. Customer will also have email access to the CenturyDoc technical support division via support@centurydoc.com. CenturyDoc technicians will use reasonable, good faith efforts to resolve Customer’s problems, in accordance with the level of support provided with the subscription plan that Customer is subscribed to. CenturyDoc will respond to support telephone calls or e-mail contacts based on: (a) the order that such calls or e-mail are received; and (b) the relative importance of such calls or e-mail as reasonably determined by CenturyDoc. CenturyDoc may update its support and maintenance policies from time to time. (b) Professional Services. Upon Customer’s request and subject to a separate written Order or statement of work (“SOW”) between the parties, Customer may purchase training, consulting services, or other professional Services from CenturyDoc. All such Services are subject to the terms and conditions set forth in such Order or SOW as well as these Terms, to the extent not conflicting with such Order or SOW. (c) Other Third-Party Integrations.  You may elect to enable other integrations between our Subscription Services and third parties in the future.  If you do so, you are likely to be required to agree to the End User License Agreement of such third parties at the time of enablement of the integration.  If you choose not to accept the terms of such End User License Agreements, do not use the applicable integration.  

6. Ownership. (a) CenturyDoc Ownership. As between the parties, CenturyDoc owns and retains all right, title and interest in and to the Subscription Service and all other CenturyDoc Materials. CenturyDoc also owns all right, title and interest in and to de-identified and aggregated Customer Data, as set forth in Section 9(e) (“De-identified Data”). Third Party Software is owned by the applicable copyright holders. Portions of CenturyDoc’s software and other materials may be licensed to it by third parties. The Subscription Service and all other CenturyDoc Materials may be used by Customer and Users only for the purposes described in these Terms. Any rights not expressly granted herein are reserved by CenturyDoc. Neither these Terms nor any other agreement between the parties changes ownership of any pre-existing software or other materials. (b) Customer Ownership of its Data. As between the parties, Customer owns and shall retain all right, title and interest in and to all Customer Data. Customer Data does not include Feedback, Usage Data (as defined below), or De-identified Data. (c) Feedback. CenturyDoc shall own all rights and title to Feedback, and may incorporate it into any of its software, products and services. CenturyDoc shall exclusively own all right, title and interest in and to any software and intellectual property developed or delivered to Customer in the performance of these Terms, regardless of whether it is based on or incorporates any Feedback, subject to the licenses granted herein to Customer. (d) Usage Data. The Subscription Service tracks metadata and other usage data related to customers’ and Users’ use of the Subscription Service (“Usage Data”) and shares such data with CenturyDoc. CenturyDoc shall own such Usage Data, other than the Personal Information incorporated therein. CenturyDoc shall have the perpetual right to collect, aggregate, use, distribute and sell such Usage Data for any legal purpose, including without limitation for the purposes of providing services and improving the Subscription Service and Company’s products and services generally. CenturyDoc may retain and use Usage Data permanently. To the extent such Usage Data contains any individually identifiable data or Personal Information, CenturyDoc shall not sell or otherwise provide such Usage Data to any third party unless the data been anonymized (e.g., no name or address attached to the particular data) and/or aggregated with other users’ data, so that it is not identifiable as to any particular person. Notwithstanding the foregoing, CenturyDoc may share Usage Data in its original form as necessary or appropriate to provide services to Customer (for example, using a third party to process payments) or to comply with legal obligations.

Fees. (a) Fees. Access to the Subscription Service for Customer and its Users is subject to timely payment of the fees specified in the applicable Order(s) plus any applicable taxes (the “Fees”). Standard support and maintenance services for the Subscription Service, as described in Section 4(a), are included as part of such Fees at no additional charge.  To determine taxes and fees, we use the address for the end-user location, which we consider to be the Place of Primary Use (“PPU”).  This location may be different from the billing address we have on record, and it is your responsibility to contact CenturyDoc to provide the address of the correct PPU.  (b) Payment Terms. • The Payment and Cancellation Policy terms set forth in Section 3 apply to these terms, unless otherwise agreed in writing by the parties. • Payment of the Fees for all accounts are required to be registered to pay via credit or debit card. Unless otherwise specified in the applicable Order, payments are due in advance, at the beginning of each period of your annual or monthly subscription term, as set forth in the Payment and Cancellation Policy. You must be authorized to use the payment method that you enter when you create a billing account. You authorize us to charge you for the Fees for the Subscription Service, and any other products or services ordered by you, using your payment method and for any paid feature of the Subscription Service that you choose to sign up for or use while these Terms are in force, including all recurring fees. Also, we may charge you up to the amount you've approved plus applicable taxes, and we will notify you in advance of the difference for recurring fees. We may bill you simultaneously for more than one of your prior billing periods. • You must keep all information in your billing account current. You can access and modify your billing account information within the Subscription Service. You may change your credit/debit card and contact information at any time. If either your original or your new card does not work or has insufficient funds, we may cancel the Subscription Service; however, you are still responsible and liable to CenturyDoc for the full contracted payment amounts. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. • By submitting your credit/debit card data to CenturyDoc, you authorize CenturyDoc to submit a financial transaction(s) to your issuing bank for settlement. CenturyDoc will maintain all applicable PCI DSS requirements to the extent we possess or otherwise store, process, or transmit cardholder data on behalf of the customer, or to the extent that CenturyDoc could impact the security of the cardholder data environment. You agree to contact CenturyDoc in the event that you desire to cancel any recurring charge, or to cancel your subscription on your own through the website, prior to the next billing cycle. Should you fail to contact CenturyDoc, or cancel your subscription on your own through the website, you agree to indemnify and hold CenturyDoc harmless from any losses or damages that you suffer as a result of a recurring charge. If you think that there is an error on your account, including an incorrect amount or unauthorized transaction, you agree to contact CenturyDoc prior to the next billing cycle. Upon proper notification, CenturyDoc, in its sole discretion may issue a credit to your bank card. (c) Changes to Fees. We will notify you in advance, either through the Subscription Service or to the email address you have most recently provided to us, if we change the Fees for the Subscription Service. If the Order specifies a specific length of time and Fees for the Subscription Service, that price will remain in force for that specified period of time. After the initial term ends, if your account is renewed, your Subscription Service Fees will be charged at our then-current rates. If your Subscription Service account is on a periodic basis (for example, monthly) with no other specific term commitment, we will notify you of any change in the Fees at least thirty (30) days in advance. If you do not agree to these changes, you must cancel and stop using the Subscription Service by notification to CenturyDoc at the contact information set forth at the end of these Terms, or through the website (with cancellation confirmation from a CenturyDoc representative) prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise. If you cancel, your Subscription Service license ends at the end of your current service period or, if we bill your account on a period basis, at the end of the period in which you canceled. (d) Taxes and Other Charges. The Fees do not include taxes or third-party charges, such as data transmission charges and Internet access. Customer is responsible for all such charges and for all taxes and duties, other than taxes on CenturyDoc’s net income. If Customer is a tax-exempt entity, Customer shall provide a tax-exemption certificate to CenturyDoc. (e) Past Due Amounts. If any amounts owed by Customer are not paid on the due date, CenturyDoc may, without limiting its other rights and remedies: (i) charge interest at the rate of 1% per month or the highest rate permitted by law, whichever is less, on the past due amounts; (ii) terminate these Terms under Section 7(b) and accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and/or (iii) suspend Customer’s and its Users’ access to the Subscription Service and turn off all shared links, until all outstanding amounts due are paid in full and have been processed by CenturyDoc. If payment in full is not made, after thirty (30) days Customer’s and its Users’ accounts may be deactivated and all Customer Data may no longer be retrievable from the Subscription Service, at CenturyDoc’s discretion. Customer shall also be liable for all costs of collection, including reasonable attorney's fees, whether or not a suit is instituted. Customer is responsible for settling all outstanding balances in a timely manner and for maintaining updated billing information. (f) Integrated Plan Additional Policies & Cancellation. If you purchase the Subscription Service from a reseller or another third party , then you acknowledge and agree that such third party is responsible for keeping your account payments current and any failure to do so may result in cancellation of your access to the Subscription Service. You acknowledge and agree that such third party has the authority and ability to cancel your access to the Subscription Service. (g) Other. All amounts paid under these Terms are payable in U.S. dollars. All Orders are final and all payments are non-refundable, other than as expressly set forth in these Terms.

1. Term; Termination or Suspension. (a) Term and Renewal. These Terms will commence on the Effective Date and will continue for the initial term specified in the applicable Order(s) (the “Initial Term”). At the end of the Initial Term, these Terms will automatically renew for additional renewal terms (each a “Renewal Term”) at CenturyDoc’s then-current rates or as otherwise agreed in writing by the parties, unless either party terminates or cancels these Terms prior to the next billing cycle, as set forth in the Payment and Cancellation Policy. The length of each Renewal Term depends upon Customer’s subscription plan and term and is set forth in the Cancellation Policy, unless otherwise specified in an Order. (b) Termination or Suspension for Cause. Either party will have the right to terminate these Terms and Customer’s account for cause at any time, upon written notice, or through the website, in the event of (i) any material breach of these Terms by the other party, and opportunity to cure such breach; or (ii) the other party’s dissolution, distribution of a substantial portion of its assets, or cessation of all or substantially all of its normal business affairs. Additionally, CenturyDoc may temporarily suspend Customer’s and its Users’ access to the Subscription Service for any actual or suspected breach of these Terms, until the breach is resolved or termination occurs, as well as for system updates and maintenance. You acknowledge that if your access to the Subscription Service is suspended or terminated, you may no longer have access to the Customer Data that is stored in the Subscription Service. (c) Termination for Account Inactivity. Additionally, if your account is not currently subject to a prepaid subscription plan, CenturyDoc in its discretion may terminate your account if: (i) you do not engage in any activity in your account within thirty (30) days after becoming a registered Customer or User, or (ii) you do not engage in any activity in your account for any period of one hundred twenty (120) days. In the event of such termination, any Customer Data you may have stored in the Subscription Service will be deleted. (d) Effect of Termination. Upon final termination of these Terms and the Transition Period, Customer will promptly pay all outstanding amounts owed to CenturyDoc. Each party will promptly return to the other party all Confidential Information of the other party and delete any copies of such information or materials from its systems and files. Upon termination by CenturyDoc, for reasons other than cause, or at your direction, you may request access to your Customer Data on the system, which we will make available for an additional fee. You must make such request with thirty (30) days following termination. Otherwise, any Customer Data you have stored with the Subscription Service may not be retrievable, and CenturyDoc will have no obligation to maintain any data stored in your account. Sections 2(b), 2(d), 5, 6, 7(d), 8, 9, 12, 13, 16 and 17 will survive termination of these Terms.

2. Confidential Information. The party receiving any Confidential Information (i) shall not disclose such Confidential Information to any person, other than employees and independent contractors who have a need to know such information and who are obligated to keep such information confidential; or (ii) use such Confidential Information for any purpose, except as expressly permitted by these Terms. The receiving party shall give Confidential Information at least the same level of protection as it gives its own information of similar sensitivity, but not less than a reasonable level of protection. Confidentiality obligations shall survive any termination of these Terms.

3. Privacy and Security Relating to PHI and Personal Information. (a) Reasonable Safeguards. CenturyDoc agrees to maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, including personal health information (“PHI”) and other personal information and data of Users, Customer’s patients, and other individuals (“Personal Information”). CenturyDoc will not disclose or use PHI or Personal Information except (i) as set forth in these Terms, the Privacy Policy or the BAA, (ii) as compelled by law, (iii) as expressly permitted or instructed by Customer, or (iv) as reasonably necessary in order to provide the Subscription Service and other Services. (b) Business Associate Agreement. With respect to the PHI of Customer’s patients that is input by Customer, Users, patients, or patients’ guardians into the Subscription Service, or that CenturyDoc otherwise has access to in connection with these Terms, the parties hereby agree to the terms of the BAA attached hereto. In the event of a conflict between the BAA, these Terms or the Privacy Policy, the BAA will control with respect to PHI. (c) Privacy Policy. The Personal Information that CenturyDoc obtains through Customer’s or Users’ use of the Subscription Service, Software, Services or any portion of the Website, whether through the registration process or otherwise, is governed by the Privacy Policy. The Privacy Policy sets forth CenturyDoc’s policies and practices for collecting, using, maintaining, protecting and disclosing Personal Information. If a User does not agree with the Privacy Policy, the User may not use the Subscription Service, Software, Services or Website. Customer and Users also consent to CenturyDoc’s communications and services as set forth in Section 10 below. (d) Processing in the U.S. The servers that host CenturyDoc’ Subscription Service, Software, and Website are based in the United States of America and all content, information, and Personal Information provided through the Website will be received, processed and stored in the United States of America. Subject to compliance with any applicable privacy or other laws and regulations, CenturyDoc reserves the right to store and process Customer Data (including Personal Information) outside of the United States, subject to thirty (30) days’ prior notice of any such change in the processing location. (g) Rights of Data Subjects. CenturyDoc will comply with Users’ and patients’ requests in respect of the exercise of their rights with respect to their Personal Information under the Privacy Policy and applicable laws and regulations. Requests relating to PHI will be handled in accordance with the BAA. (e) De-Identified Data; Use for Analyses. Unless otherwise prohibited by applicable law, CenturyDoc may de-identify PHI or Personal Information in accordance with the provisions of applicable law and use and disclose such De-identified Data for any legal purpose. CenturyDoc owns all rights, title and interest in and to De-identified Data. CenturyDoc may also use PHI or Personal Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the Subscription Service makes available, in order to render these reports to you. Preparation of such analyses and reports may include the use of data aggregation services relating to your treatment and health care operations, which CenturyDoc may perform using PHI and Personal Information. Such reporting will be done in a manner that does not make any disclosure of PHI or Personal Information that are prohibited by law. (h) Data Breach Notification. In the event of any breach of the security or confidentiality of Customer Data, CenturyDoc will promptly inform Customer of the breach. CenturyDoc and Customer will promptly coordinate regarding informing any affected Users or patients of the breach as required under applicable law. (i) Customer’s and Users’ Security Obligations. Customer and its Users must keep their accounts and passwords confidential and not authorize any third party to access or use the Subscription Service on their behalf, unless CenturyDoc provides an approved mechanism for such use. Customer and its Users must contact CenturyDoc right away if they suspect misuse of their account or any security breach in the Subscription Service. We provide functions that allow you to control who may access your Customer Data. If you enable the features that allow you to share your Customer Data with others, anyone you've shared content with (including the general public, in certain circumstances) may have access to your data. You will maintain appropriate security, protection and backup copies of the Customer Data through your system, which may include use of additional encryption technology to protect the Customer Data from unauthorized access. You must immediately notify CenturyDoc in writing of any unauthorized use of any Customer Data, any account, or the Subscription Service that comes to your attention, and cooperate with and assist CenturyDoc with respect to any such unauthorized use as CenturyDoc may reasonably request. CenturyDoc will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Customer Data. Customer and Users are responsible for all activities that take place with their Subscription Service accounts. CenturyDoc will not be liable for any loss or damage arising from any unauthorized access to or use of an account. (j) User Accounts. If you are a User whose Subscription Service account was provided by your employer or another organization, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store content in your account. If you have individually registered to use the Subscription Service and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between CenturyDoc and such organization and will be controlled by such organization.

4. Consent to Communications and Services. (a) Communications from CenturyDoc. By registering with CenturyDoc, you understand that CenturyDoc may send you communications or data regarding the Subscription Service and other Services, including but not limited to (i) notices about your use of the Subscription Service, including any notices concerning violations of use, (ii) updates and Modifications to the Subscription Service, and (iii) promotional information and materials regarding CenturyDoc's products and services, via email. CenturyDoc will give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message. (b) Remote Log-in Services. In connection with the provision of technical support, training and other Services, you agree that CenturyDoc may remotely log in to your computers, devices and systems for purposes of providing the support, training or other Services, including, without limitation, technical troubleshooting, answering questions, benchmarking and providing training to you or your personnel. Remote login may be conducted through the use of third party entities. You further agree that CenturyDoc may also remotely log in at any time as necessary or appropriate to maintain our Services. (c) Log-off of Inactive Accounts; Spam Policies. CenturyDoc reserves the right to log off accounts that are inactive for an extended period of time. In addition, CenturyDoc may quarantine suspect messages. CenturyDoc also may modify any domain and user settings with or without notice, including without limitation, altering settings so that spam or bulk email is denied, rather than being quarantined, to avoid space capacity issues which jeopardize the technical or economic viability of the Subscription Service, or the system used to implement the Subscription Service. (d) Access to Your System. You agree to keep your computers powered on during the Subscription Service runtimes that you specify. You must add CenturyDoc or its third party affiliate to the “allowed” list of programs and ensure that your firewall and anti-virus software programs do not block us. Additionally, your practice management software must always be accessible by CenturyDoc. It is your responsibility to contact CenturyDoc if you are upgrading or changing your computer systems. (e) Access to Third Party Services. The Subscription Service may require you to give CenturyDoc access to or require you to provide login information and password information for accounts or services you may have with third party providers that link to the Subscription Service. When you provide this information to CenturyDoc or give CenturyDoc access to these third party accounts, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give CenturyDoc such access, login information and passwords. (f) Recording of Service Calls. CenturyDoc may record calls between you and our agents regarding the Subscription Service (“Service Calls”) and in connection with the Subscription Service, incoming calls, on your behalf as a Service, from, among others, your prospective clients (the “Inbound Calls” and, collectively with Service Calls, “Call Recording”). You consent to Call Recording and acknowledge you are responsible for notifying your employees and agents who may be recorded in a Service Call or Inbound Call (the “Recorded Persons”) and complying with all applicable laws, rules and regulations regarding call recording and privacy. It is your sole responsibility to provide and/or obtain, and you covenant that you will provide and/or obtain, all notices and permissions relating to Recorded Persons as may be required by applicable laws and regulations. You acknowledge and agree that if you collect information from Recorded Persons that may be subject to a privilege (including, but not limited to, attorney-client or doctor-patient privilege), you assume the full risk of using a third party provider for Call Recording, including any preclusion of the application of such privilege with respect to information exchanged during the Call Recording with the Records Persons.

5. Customer’s Warranties. Customer represents and warrants to CenturyDoc that: (a) Customer has full power and authority to enter into these Terms and make the agreements specified herein.  (b) Customer shall not have any right or authority to make any representations or warranties on CenturyDoc’s behalf, except as expressly approved in writing by CenturyDoc; or to assume or create any obligations or responsibilities, express or implied, on behalf of CenturyDoc; or to bind CenturyDoc in any way; except as expressly set forth in these Terms. CenturyDoc shall not be liable for any unauthorized representations or warranties made by Customer.  (c) Customer Data will not violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights, and Customer will not transmit any such materials to CenturyDoc. Customer has all the rights in the Customer Data necessary for Customer to use the Subscription Service and to grant the rights in these Terms; and the storage, use or transmission of the Customer Data pursuant to the terms of these Terms does not violate any laws or regulations or these Terms.

6. No Warranties; Disclaimers and Limitations of Liability. (a) DISCLAIMER OF WARRANTIES. THE SUBSCRIPTION SERVICE, CENTURYDOC MATERIALS, AND OTHER PRODUCTS AND SERVICES OF CENTURYDOC ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, CENTURYDOC IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SUBSCRIPTION SERVICE AND OTHER PRODUCTS AND SERVICES OF CENTURYDOC, AND CENTURYDOC AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO CENTURYDOC’S PRODUCTS AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER SUCH CLAIMS ARISE BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. CENTURYDOC AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SUBSCRIPTION SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND THEIR CONTROL. (b) AGREEMENTS WITH PATIENTS AND OTHERS. CENTURYDOC EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY HAVE WITH YOUR PATIENTS, EMPLOYER, CONSUMERS OR WEBSITE USERS. YOU WILL BE SOLELY RESPONSIBLE FOR THE PRODUCTS AND SERVICES THAT YOU PROVIDE. (c) Third Party Software, Websites and Services. CenturyDoc is not liable for any damages or claims arising out of or related to Third Party Software. Open source copyright holders have no liability to Customer for any reason. If you decide to access or use any third party websites or services linked to the Subscription Service or our Website, you do this entirely at your own risk. CenturyDoc is not responsible or liable for any third party websites, content, or services. (d) COMPLIANCE WITH LAWS. CENTURYDOC OFFERS NO ASSURANCE THAT YOUR USE OF THE SUBSCRIPTION SERVICE UNDER THESE TERMS WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO YOU. CENTURYDOC AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SUBSCRIPTION SERVICE, ITS CONTENTS OR ANY OTHER CENTURYDOC MATERIALS ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SUBSCRIPTION SERVICE OR OTHER CENTURYDOC MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING WITH RESPECT TO EXPORT AND IMPORT, DATA PRIVACY AND SECURITY. (e) NO PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SUBSCRIPTION SERVICE ARE NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF TAX, LEGAL OR OTHER PROFESSIONALS. THE SUBSCRIPTION SERVICE DOES NOT PROVIDE TAX OR LEGAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH ADVICE. (f) Consumer Protections. In the event that the jurisdiction where the Subscription Service and other CenturyDoc products or Services are received or used by you does not allow the exclusion of implied warranties or the limitation of liability for damages as set forth in this Section, CenturyDoc’s liability will be limited to the greatest extent permitted by the applicable law in that jurisdiction. (g) Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CENTURYDOC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT); (ii) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (iii) ANY LOSS OF DATA OR OTHER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SUBSCRIPTION SERVICE OR CENTURYDOC’S OPERATIONS. THIS LIMITATION APPLIES TO DAMAGES HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CENTURYDOC HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CENTURYDOC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SUBSCRIPTION SERVICE AND THESE TERMS WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR FEES FOR THE SUBSCRIPTION SERVICE OR FIVE DOLLARS ($5.00). (h) GENERAL. THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION 12 APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

7. Indemnification. To the extent permitted by law, you will indemnify, defend and hold harmless CenturyDoc, including its affiliates, officers, directors, agents, employees, contractors, licensors, and other business partners, from and against any claim, demand, judgment, liability, costs, expense (including attorney fees and costs), cost, loss, damage, or other liability arising from any third party demand or claim arising out of your breach or alleged breach of these Terms, any of the Customer Data uploaded or provided by you, the products and services that you or your company or organization provide, or your violation of any applicable law, rule, or regulation. This indemnity does not apply if the claim is based upon CenturyDoc’s gross negligence or willful misconduct.

8. Publicity. Any press releases or other public statement regarding these Terms may be made only with the other party’s consent, which shall not be unreasonably withheld, except that a party may make public disclosures to the extent required by law, and CenturyDoc is permitted to include Customer’s name on customer lists that may be posted on CenturyDoc’s website or provided to potential customers and other third parties.

9. Assignment. You may not assign or transfer these Terms, your Subscription Service account, or any of your rights or duties hereunder to any third party without prior written consent of CenturyDoc, which may not be unreasonably withheld. We may assign, transfer, or otherwise dispose our rights and obligations under these Terms, in whole or in part, at any time without notice.

10. Copyright Claims and Take-Down Policy. CenturyDoc does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. We reserve the right to delete or disable any Customer Data or content that is alleged to infringe or otherwise violate these Terms, and to terminate repeat offenders. For notice of alleged copyright infringement, please contact us at the email and/or street address set forth at the end of these Terms for legal notices. Federal law requires your copyright infringement notice to include the following information: (i) identification of the copyrighted work that you claim has been infringed; (ii) identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it; (iii) your address, telephone number, and e-mail address; (iv) a statement declaring under penalty of perjury that (A) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (B) the above information in your notice is accurate, and (C) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and (v) your physical or electronic signature.

11. General. (a) Entire Agreement; Amendment. These Terms, including the Order(s), BAA, Privacy Policy and any other documents attached hereto or incorporated herein by reference, constitute the entire agreement between you and CenturyDoc concerning the subject matter of these Terms, and supersede all prior or oral agreements or understandings with respect thereto. Any preprinted terms in a purchase order submitted by Customer are expressly agreed to be of no force or effect. These Terms may not be amended except by a writing signed by authorized representatives of both parties. (b) No Waiver. Any waiver by either party of a default or obligation under these Terms will be effective only if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under these Terms or to insist on strict compliance by the other party will constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance. (c) Choice of Law and Jurisdiction. These Terms shall be construed in accordance with the laws of the State of New York, excluding conflicts of laws provisions. Should any dispute arise concerning these Terms and/or CenturyDoc’s products or services, venue shall be laid in New York state and federal courts shall have exclusive jurisdiction over any such dispute, and the parties hereby consent to the jurisdiction and venue of such courts. The parties specifically exclude from any application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Notwithstanding the foregoing, and solely to the extent required by law, claims regarding personal data privacy and consumer protection may be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. (d) Severability. If any provision of these Terms is deemed invalid or unenforceable by a court or governmental authority, that provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remainder of these Terms shall remain in full force and effect. (e) Export Compliance. Customer may not use, export or re-export the Subscription Service, Software or other CenturyDoc Materials in any form in violation of U.S. export laws and regulations, or without first obtaining the appropriate United States and foreign government approvals. (f) Notices. We may send you, in electronic form, information relating to the Subscription Service, information relating to our other products and services, and information that the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Subscription Service or by posting such information on the Subscription Service portal. Notices emailed to you will be deemed given and received when the email is sent. You consent to receiving legal notices electronically in this manner. If you refuse or withdraw your consent to receive notices electronically, you must stop using the Subscription Service. You may provide legal notices to us at the email address specified at the end of these Terms, with a duplicate copy sent via registered or certified mail, return receipt requested, to CenturyDoc’s street address set forth below. Any such notices must specifically reference that it is a notice given under these Terms. (g) Independent Contractors. The parties are independent contractors. Customer is not an agent of CenturyDoc and will not represent to any third party that it is an employee or agent of CenturyDoc. Customer shall have no authority to enter into any contract on behalf of CenturyDoc or to make any representations or warranties on CenturyDoc’s behalf to patients or any other third parties. (h) U.S. Government Restricted Rights. Any Software provided as part of the Subscription Service for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”) is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. (i) Injunctive Relief. You acknowledge that the CenturyDoc’s intellectual property and Confidential Information is highly valuable to CenturyDoc, that any breach of your obligations with respect to confidentiality and/or use of CenturyDoc’s intellectual property, including any breach by you of any restrictions on use of the Subscription Service or the scope of the licenses granted by CenturyDoc herein, may severely damage CenturyDoc, the extent of which damage would be difficult to ascertain and, therefore, that CenturyDoc is entitled to seek, among other remedies, temporary and permanent injunctive relief and other equitable relief for any such breach, without the necessity of posting bond or other security, to the extent permitted by law. (j) Time to File Claims. You must bring any claim related to these Terms or the Subscription Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. (k) Force Majeure. CenturyDoc shall be excused from and shall not be liable for any delays or failure to perform its duties to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its reasonable control. (l) Electronic Signature. Where either party draws, types or attaches its signature or any other text, symbol or image in a box or space associated with any contract or form provided by CenturyDoc, such party is agreeing to be legally bound by the terms and conditions of that contract or form. Such action constitutes an “Electronic Signature,” which shall have the same force and effect as an original signature. No third party certification or verification is necessary to validate an Electronic Signature. (m) CenturyDoc Contact Information. 

CenturyDoc, Inc.

3627 Waldo Ave, Suite 100

Bronx, NY 10463

Technical Support: support@centurydoc.com

Legal Notices (including privacy matters): legal@centurydoc.com (with a copy to CenturyDoc’s street address, Attention: Legal Operations)

Business Associate Agreement

If Customer is a Covered Entity or a business associate and includes Protected Health Information in Customer Data provided to CenturyDoc, Inc. as a business associate or sub-business associate, the Customer Terms of Service between the parties (the “Terms”) will automatically incorporate the terms of this Business Associate Agreement (“BAA”) as part of the overall agreement between the parties. If there is any conflict between a provision in this BAA and a provision in the Terms, this BAA will control. In this BAA, Customer is referred to as “Covered Entity” and CenturyDoc, Inc. or CenturyDoc is referred to as “Business Associate.”

Unless otherwise defined in this BAA, all capitalized words, like PHI, have the meanings set forth in the HIPAA Privacy and Security Rules, 45 C.F.R. Parts 160, 162 and 164, as modified from time to time.

WHEREAS, Business Associate has been engaged by Covered Entity to perform certain services under the Terms, wherein Business Associate may need to access, use and/or disclose PHI received from Covered Entity as a business associate; and

WHEREAS, the parties desire to ensure that their respective rights and responsibilities under the Terms are in accordance with applicable federal statutory and regulatory requirements relating to the access, use and disclosure of Protected Health Information (or “PHI”), including, without limitation, the Standards for Privacy of Individually Identifiable Health Information, and the Security Standards, collectively codified at 45 C.F.R. Parts 160, 162 and 164 (respectively the “Privacy Standards” and “Security Standards” ) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act, as set forth in Subtitle D of the American Recovery and Reinvestment Act of 2009 (“HITECH”); and

WHEREAS, the purpose of this BAA is to satisfy the applicable standards and requirements of HIPAA, HITECH, the Privacy Standards and the Security Standards and regulations thereunder;

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and BAA set forth herein, Business Associate and Covered Entity agree as follows:

1. Definitions:

a. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean CenturyDoc, Inc.

b. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean the party identified as the Covered Entity in the first paragraph above.

c. "Electronic Health Record" shall have the same meaning as the term "electronic health record" in the American Recovery and Reinvestment Act of 2009, § 13400(5).

d. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164 and regulations issued thereunder, as may be expanded by HITECH.

e. “Protected Health Information” or “PHI” has the meaning given to Protected Health Information in the HIPAA Rules.

f. Other Terms. The following terms used in this BAA shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, De-Identify, Designated Record Set, Disclosure, Electronic Protected Health Information (or “Electronic PHI”), Electronic Transactions Rule, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Privacy Rule, Required by Law, Secretary, Security Incident, Security Rule, Subcontractor, Transaction, Unsecured Protected Health Information (or “Unsecured PHI”), and Use.

g. Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as then in effect or as amended.

1. Scope:  This BAA sets forth the terms and conditions pursuant to which any and all PHI, which is provided, created, exchanged or received by and between Business Associate and Covered Entity will be handled.  Business Associate and Covered Entity will comply with all applicable laws, including those governing the creation, use, disclosure, access, storage, and maintenance of PHI.

2. Duties and Responsibilities of Business Associate: Business Associate agrees to:

a. Use and Disclosure of PHI. Not Use or Disclose PHI other than as permitted or required by this BAA, as set forth in Section 4.a below, or as required by applicable law;

b. Safeguards. Use reasonable and appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 and HITECH with respect to electronic PHI, to protect the security of all PHI received from Covered Entity against Security Incidents, prohibited Uses or Disclosures of PHI or other misuse of PHI, as required by the HIPAA Rules;

c. Required Reporting. Report to Covered Entity, within thirty (30) days, any prohibited Use or Disclosure of PHI received from Covered Entity of which Business Associate becomes aware, by Business Associate, any of its employees, Subcontractors or agents, or any third party receiving or obtaining such PHI from or through Business Associate, including Breaches of Unsecured Protected Health Information, in addition to any other reporting obligations of Business Associate under the HIPAA Rules, and report any Security Incident of which it becomes aware; provided, however, that the parties acknowledge and agree that from time to time Unsuccessful Security Incidents may occur, that this section constitutes notice to Covered Entity for such incidents, and that no additional notice to Covered Entity is required for such incidents. “Unsuccessful Security Incidents” means any pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and/or comparable attacks or attempts, as long as no such incident results in unauthorized access, Use or Disclosure of PHI. Such reports will include a description of the PHI used or disclosed and the nature of the Use or Disclosure, to the extent such information is known by Business Associate;

d. Subcontractors. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI or Electronic PHI on behalf of Business Associate agree to same restrictions, conditions, and requirements that apply to Business Associate with respect to such PHI or Electronic PHI; including the obligation to report to Business Associate any instances of which it is aware of violation of the BAA with respect to PHI or Electronic PHI;

e. Individual and Third Party Requests. If Business Associate receives a request from an Individual or any third party to inspect, obtain a copy of, or amend PHI, Business Associate will forward such request in writing to Covered Entity within five (5) business days of receiving the request. Covered Entity will be responsible for making all determinations regarding the third party request for PHI; Business Associate will neither make such determinations nor release PHI to a third party pursuant to such a request, except if and to the extent required by the HIPAA Rules;

f. Designated Record Sets. If Business Associate’s services under the Terms require it to maintain a Designated Record Set, then:

(i) within ten (10) business days of Covered Entity’s request to Business Associate for a copy of PHI, Business Associate will provide the requested PHI to Covered Entity, as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524; and

(ii) Business Associate will make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;

g. Accounting of Disclosures. Maintain and, within thirty (30) days of receiving a request, or sooner if Required by Law, make available the information required to provide an accounting of disclosures to either Covered Entity or the Individual as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528, for a period of at least six (6) years following the date of termination of this BAA;

h. Comply with Applicable Obligations of Covered Entity. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s);

i. Books and Records. Make its internal practices, books, and records relating to the Use and Disclosure of Covered Entity’s PHI available to the Secretary for purposes of determining compliance with the HIPAA Rules. Neither Business Associate nor Covered Entity waives any attorney-client, accountant-client, or other legal privilege or confidentiality as a result of this Section 3.i; and

j. Training. Business Associate will require each employee who will have access to PHI of Covered Entity, to comply with the restrictions and conditions applicable to Business Associate herein. Business Associate will train its employees who may have access to PHI regarding the terms and conditions of this BAA and their obligations under the HIPAA Rules.

k. Electronic PHI. Business Associate will comply with the Security Standards and will use appropriate administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI that Business Associate creates, receives, maintains, or transmits on Covered Entity's behalf, as required by the Security Standards. Business Associate shall review and modify the security measures implemented in accordance with the above as needed to continue provision of reasonable and appropriate protection of Electronic PHI. Business Associate shall update documentation of such security measures in accordance with 45 C.F.R. § 164.316(b)(2)(iii) and shall designate a security officer and undertake appropriate training of its personnel in accordance with the Security Standards.

l. Compliance with Electronic Transactions Rule. If Business Associate conducts in whole or part electronic Transactions on behalf of Covered Entity for which the Department of Health and Human Services has established standards, Business Associate shall comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of the Electronic Transactions Rule.

1. Permitted Uses and Disclosures by Business Associate:

a. Permitted Uses and Disclosures. Business Associate may only Use or Disclose PHI received from Covered Entity:

(i) as required to perform services for Covered Entity as specified under the Terms or other agreement between the parties;

(ii) for Business Associate’s proper management and administration (including improving its services), or to carry out the legal responsibilities of Business Associate, provided the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and Used or further Disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached;

(iii) to provide Data Aggregation services relating to the Health Care Operations of Covered Entity, if so provided under the Terms or otherwise agreed in writing by the parties; and/or

(iv) to create de-identified information, in accordance with the standards set forth in 45 CFR 164.514(a)-(c), and to use and disclose such de-identified information for any purpose permitted by law.

b. Required Uses and Disclosures. Business Associate shall disclose PHI (i) when required by the Secretary of HHS under 45 C.F.R. Part 160, Subpart C to investigate or determine Business Associate’ compliance with Subchapter C of 45 C.F.R., Subtitle A, and (ii) to Covered Entity, the individual or the individual's designee, as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.524(c)(2)(ii) and (3)(ii) with respect to the individual's request for an electronic copy of his or her PHI.

c. Access. Business Associate will make available PHI in accordance with 45 C.F.R. § 164.524, upon request from Covered Entity, so that Covered Entity may meet its access obligations under 45 C.F.R. § 164.524.

d. Minimum Necessary. Business Associate will, in its performance of the functions, activities, services, and operations specified above, make reasonable efforts to use, to disclose, and to request only the minimum amount of the PHI reasonably necessary to accomplish the intended purpose of the use, disclosure or request, except that Business Associate will not be obligated to comply with this minimum-necessary limitation of 45 C.F.R. § 164.502(b) if neither Business Associate nor Covered Entity is required to limit its use, disclosure or request to the minimum necessary. Business Associate and Covered Entity acknowledge that the phrase "minimum necessary" shall be interpreted in accordance with 45 C.F.R. § 164.502(b)..

e. Subpart E. Business Associate may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth in Section 4.a.

1. Obligations of Covered Entity:

a. Notice of Privacy Practices. Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI.

b. Notice of Changes in Consent. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI.

c. Notice of Restrictions. Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI.

d. Permitted Requests. Covered Entity will not request or require Business Associate to Use or Disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.

1. Term and Termination:

a. Term. The Term of this BAA shall begin upon the effective date of the Terms and shall continue in effect until terminated as provided herein and until Business Associate returns or destroys all PHI of Covered Entity.

b. Termination at End of Business Association. This BAA will automatically terminate without further action of the parties upon the termination or expiration of the business association between Business Associate and Covered Entity.

c. Termination for Cause. If either party materially breaches this BAA, the other party may terminate this BAA and, at its election, the underlying Terms, subject to thirty (30) days prior written notice and opportunity to cure the breach.

d. Effect of Termination. Within thirty (30) days of the termination of this BAA, Business Associate will either return to Covered Entity or, if agreed to by Covered Entity, destroy all PHI received from Covered Entity or created, maintained, or received by Business Associate on behalf of Covered Entity, that Business Associate still maintains in any form (including any information in the possession of any employee, Subcontractor or other agent of Business Associate). Upon request of Covered Entity, Business Associate will provide a certificate to Covered Entity acknowledging such destruction. Business Associate will thereafter retain no written, digital, back-up or other copies of any PHI of Covered Entity. Notwithstanding the foregoing, if the return or destruction of PHI upon termination is not feasible, Business Associate shall so inform Covered Entity and will continue to maintain the security and privacy of such Protected Health Information in a manner consistent with the obligations of this BAA and as required by applicable law, for so long as Business Associate is in possession of such information. Business Associate will return or destroy such retained PHI as soon as is reasonably feasible. Business Associate may retain all de-identified information created prior to the date of termination of this BAA. The obligations of Business Associate under this Section 6 shall survive the termination of this BAA.

1. Ownership: All PHI that Covered Entity discloses to Business Associate pursuant to this BAA is and will remain the property of Covered Entity.

2. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THIS BAA, UNDER NO CIRCUMSTANCES WILL BUSINESS ASSOCIATE HAVE ANY OBLIGATION OR LIABILITY HEREUNDER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, COLLATERAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES INCURRED BY COVERED ENTITY (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS, COSTS OF COVER, COSTS OF DELAY, OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE, WHETHER OR NOT BUSINESS ASSOCIATE WAS ADVISED SUCH DAMAGES MIGHT ARISE, OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL BUSINESS ASSOCIATE HAVE ANY OBLIGATION, OR BE LIABLE FOR ANY DAMAGES, DIRECT OR OTHERWISE, UNDER THIS BAA IN EXCESS OF THE TOTAL AMOUNTS PAID BY COVERED ENTITY TO BUSINESS ASSOCIATE PURSUANT TO THE TERMS. These limitations are cumulative; the sum of multiple claims may not exceed such limit.

3. Miscellaneous:

a. Assignment; Binding Effect: This BAA is personal to Business Associate and Covered Entity and may not be assigned or delegated by either party without the prior written consent of the other party in each instance; provided, however, that in the event of a permitted assignment of the Terms, this BAA may be assigned together with the Terms. This BAA shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors, and permitted assigns.

b. Entire BAA; Amendment: This BAA contains the entire BAA between the parties, and supersedes all prior or contemporaneous BAAs, understandings, or representations with respect to the subject matter hereof. This BAA may be amended only by written BAA of the parties. Business Associate and Covered Entity agree to amend this BAA to the extent necessary to allow both parties to comply with the HIPAA Rules as they may be amended or recodified from time to time, or to comply with other applicable regulations or statutes for the protection of PHI.

c. Severability. If any term or provision of this BAA shall to any extent be invalid or unenforceable, the remainder of this BAA shall not be affected thereby and each term and provision of this BAA shall be valid and enforced to the fullest extent permitted by law.

d. Conflict: The terms and provisions of this BAA shall supersede any other conflicting or inconsistent terms and provisions in the Terms, including any other attachments thereto and documents incorporated therein by reference.

e. Choice of Law and Venue: This BAA shall be construed in accordance with the laws of the State of New York, without giving effect to the choice of law provisions thereof. Venue for any action or proceeding related to this BAA shall be in the state or federal courts of the state of New York, as appropriate. The parties agree to the personal jurisdiction and venue of such courts.

f. Notices. Any notice or report hereunder shall be deemed given if delivered or sent by first class mail, postage prepaid, addressed to the other party at the address set forth in the Terms, or at such other address as designated by the party by written notice, or by commercial delivery service, or by confirmed email or facsimile. If notice is given by mail and the notice affects the other parties' rights hereunder, the effective date of the notice shall be seven (7) days after the date of mailing or the date the notice is received, whichever is earlier.

g. Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules.