This Master Agreement (“Agreement”) is effective as of the Effective Date set forth in the applicable Enrollment Form (“Effective Date”) by and between the WebMD entity identified in such Enrollment Form (“Vendor”) and the Client identified in such Enrollment Form (each, a “Party;” collectively, the “Parties”).

This Master Agreement consists of these Master Terms and all terms incorporated herein, the applicable Enrollment Form, including the Product-Specific Terms referenced therein, any Order Forms, Statements of Work, or any other similar documents executed between the Parties, which specifically refer to this Master Agreement (collectively, “Ordering Documents”), as well as any schedules, appendices, or exhibits or other documents attached to any of the foregoing; for the avoidance of doubt, the terms of all of the aforementioned are hereby incorporated by reference.

1. Definitions
   1. "Affiliate" means any company that, either directly or indirectly, controls or is controlled by or is under common control with an entity.
   2. “Anti-Spam Legislation” means “DO NOT CALL,” “CAN-SPAM,” “DO NOT MAIL,” and similar legislation relating to telemarketing, privacy and email activities.
   3. “BAA” means a Business Associate Agreement.
   4. “Business Associate” shall have the meaning given to it under HIPAA.
   5. “Client Materials” means any documents, data, graphics, animation, art work, photographs, text, audio records, video recordings, know-how, methodologies, software, websites, applications and other materials provided to Vendor by Client for use in performance of the Service or for incorporation into the Content or Products.
   6. “Community Connect Site” means Vendor-approved locations of third-party health systems or healthcare providers with whom Client has contracted to provide access to Client’s clinical system and which are identified in the relevant Ordering Document. “Confidential Information” means information in the possession or under the control of a Party of a proprietary nature relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party.
   7. “Confidential Information” shall not include information: (a) the receiving party possesses on a non-confidential basis prior to acquiring it from the other; (b) that becomes available to the public through no violation by the receiving party of this paragraph; (c) that is given to the receiving party on a non-confidential basis by a third party not under a confidentiality obligation to the disclosing party; or (d) that is developed by the receiving party independently of and without reliance on confidential or proprietary information provided by the disclosing party.
   8. “Content” means certain health, nutrition and/or wellness content, including all documentation, text, audio, video, graphics, animation, drawings, icons, images, pictures and charts contained therein to be made available by Vendor to Client.
   9. "Control," means the power to direct or cause the direction of the management or policies of a company, whether through the ownership of voting securities, by contract, resolution, regulation or otherwise.
   10. “Covered Entity” shall have the meaning given to it under HIPAA.
   11. “Data Enhancement” means the appending of Vendor Marketing Materials to Client’s own files, to be used by Client for the purposes of developing and/or implementing a predictive model in its own marketing programs.
   12. “Employee Users” means personnel providing services to Client including but not limited to employees, consultants, and agents of Client; provided that (i) any User that is not an employee of Client must be bound by written terms and conditions with that serve to protect Vendor in a manner no less protective than the terms and conditions of this Agreement, and (ii) Client shall be responsible for all acts and/or omissions of Users.
   13. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations promulgated thereunder, as amended and supplemented by the HITECH Act, Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. §§ 17921-17954, and its implementing regulations, as each is amended from time to time.
   14. “Key” means a unique security key, token, passwords and/or other credential issued by Vendor to Client for the purpose of accessing and using the Content, Products, or Services.
   15. “List Selects” means a mail, email, or telemarketing list selected from the Vendor Marketing Materials. Such lists may be used by Client on a rental basis.
   16. “Modeling” means the use by Client of the Vendor Marketing Materials to create models used to rank Client’s file or prospect list. Modeling is only permitted provided (a) that the Vendor Marketing Materials are used in combination with at least three (3) other variables, (b) a score is not a one-to-one correlation with the Vendor Marketing Materials, and (c) the model is used in compliance with any other requirements placed by Vendor on Client.
   17. “Ordering Documents” shall have the meaning given to it in the preamble.
   18. “Permitted Service Provider” means any third party to whom disclosure is necessary in order for Client to exercise its rights with respect to the Vendor Marketing Materials and with whom Client executes a written agreement that: (i) limits the use of the Vendor Marketing Materials by such party solely to the performance of specified services for Client; and (ii) requires that the Vendor Marketing Materials be held in confidence.
   19. “Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information (45 CFR parts 160 and 164, Subparts A, D and E), as amended and in effect.
   20. “Products” means Vendor products/technologies used to deliver and display Content.
   21. “Protected Health Information” or “PHI” shall have the meaning given to it under the Privacy Rule, but shall be limited to the information created, accessed, transmitted or maintained by a Business Associate for or on behalf of Covered Entity.
   22. “Services” means services provided to Client as recited in an Ordering Document.
   23. “Third-Party Content” means third-party content, services, or software that is made available via a sublicense to Client under Vendor’s agreement with a third-party licensor.
   24. “Vendor Marketing Materials” means all content, ideas, concepts, inventions, technology, software, information, data, website source code, and works of authorship developed, authored or conceived by Vendor, or licensed to Vendor, and provided to Client in connection with Vendor’s provision or performance of patient engagement, patient relationship management, marketing, or advertising services, including all additions, improvements, modifications and derivative works made thereto.
   25. “Vendor Offerings” means the Content, Products, Services, and Vendor Marketing Materials provided hereunder.
        
2. Services by Affiliates of Vendor.
   1. Any Vendor obligations of Vendor under an Ordering Document may, at Vendor’s discretion, be performed by one or more Vendor Affiliates without such Affiliate being named in the Ordering Document; any rights, interests, and obligations of Vendor under this Agreement related to such obligations apply equally to such Vendor Affiliates performing such obligations. Such Vendor Affiliate is bound by the terms and conditions of this Agreement, but only with regard to the obligations being performed by such Vendor Affiliate.
   2. Any Vendor Affiliate can also directly participate in this Agreement by entering into its own Ordering Document with Client. Any such directly-participating Vendor Affiliate will be the Party to the applicable Ordering Document. For convenience, as used throughout this Agreement, Vendor means Vendor and/or the applicable Vendor Affiliates fulfilling obligations under an Ordering Document.
       
3. Client Affiliates; Community Connect Sites. The Parties may agree in the Enrollment Form or any relevant Ordering Document that any or all of the Vendor Offerings may be provided to Client’s Affiliates or to Community Connect Sites. To the extent that Vendor Offerings are provided to Client Affiliates or Community Connect sites, such Vendor Affiliates and Community Connect Sites do not receive a right to subsequently sublicense any rights. Client agrees that: (a) Client shall be responsible for all actions of Client Affiliates and Community Connect Sites, including the employees, subcontractors, and agents thereof; (b) all obligations of Client, shall also be obligations of such Client Affiliates and Community Connect Sites, and Client shall be responsible for ensuring that such Client Affiliates and Community Connect Sites adhere to such obligations; (c) all representations and other agreements made by Client hereunder shall be made on behalf of such Client Affiliates and Community Connect sites; and (d) Client’s indemnification obligations apply to any claims asserted by such Client Affiliates or Community Connect Sites.
    
4. Performance of Services. Vendor shall make available to Client the Services as described in the Ordering Documents and shall control the means, method, and manner of its performance.
    
5. Content Hosting Services. Unless otherwise set forth in this Agreement, Vendor will be responsible for the set-up, configuration and hosting of the applicable Content within a specific URL, mobile applications, FTP sites, or API call (the “Hosting Services”), including obtaining and maintaining all physical equipment and/or software necessary to perform the Hosting Service. Except as otherwise set forth in this Agreement, Client acknowledges and agrees that Client has no right to and specifically disclaims any possessory, leasehold or other real property interest in the physical equipment and software utilized to set-up, maintain, and display the Content. Unless otherwise set forth in an Ordering Document, Client and/or Client’s end users will be responsible for all necessary computer hardware, software, modems, mobile devices, connections to the Internet and other items that are needed for accessing the Content or Products, and all costs associated with such access. Vendor shall use commercially reasonable efforts to provide Hosting Service 365 days per year, subject to downtime for repairs, upgrades or routine maintenance.
    
6. License Grant to Content and Products. During the term of the applicable Ordering Document, Vendor grants to Client a limited, non-exclusive, non-transferable license, without the right to sublicense (except under an agreement with a Community Connect Site), to the Content and Products set forth in such Ordering Document, to: (a) permit its Employee Users to access, use and display the Content through the applicable Products or Services listed on the Order Form, or through other delivery mechanisms agreed to by Vendor; (b) permit Client’s patients, members, and/or authorized clinical system users to access and use the Content in connection with the normal non-commercial activities associated with their use of the selected Products, Services, or other delivery mechanisms agreed to by Vendor; (c) when permitted in the applicable Product-Specific Terms referenced in the Enrollment Form, or as otherwise set forth in an Ordering Document, use and display the Content on social media websites and through e-mail and blogs with the intent to drive the viewer to the Client’s Authorized Site as set forth in the applicable Order Form.
    
7. License Grant to Vendor Marketing Materials. During the term of the applicable Ordering Document, Vendor grants Client a limited, non-sublicensable, non-exclusive license to access and use the Vendor Marketing Materials in connection with the patient engagement, patient relationship management, marketing, or advertising services provided by Vendor for: (i) Client’s own marketing and communications programs and not those of another party; (ii) Client’s online and offline marketing and communications activities or web content personalization to its own patients or potential patients logged into or authenticated on Client’s own sites; (iii) Client’s own email campaigns, and not those of another party, to patients who have opted in to receive email communications from Client; and (iv) use on a rental basis only, without conveying any title, to create enhanced and/or scored measures for the purpose of marketing and communications. Further, Client may enhance and/or match, and may allow its online Permitted Service Providers to enhance and/or match, any of its cookies and other data with the Vendor Marketing Materials in connection with Client’s marketing programs. Permitted Service Providers may only use the Vendor Marketing Materials to support Client. Client retains all legal liability for Permitted Service Providers’ use of the Vendor Marketing Materials. Vendor Marketing Materials may not be used by Permitted Service Providers for internal use, in support of other customers or clients, or any other use. Client’s use in accordance with the foregoing shall be limited to Data Enhancement, List Selects, and Modeling.
   1. Individual Reference Service, FCRA. Vendor Marketing Materials may not be used in connection with: any individual reference service application, skip tracing, electronic directory assistance or other e-data look-ups; verification of the accuracy of a record; review of Vendor or its customers’ employee records; or any other type of review, analysis or assessment of an individual record that is not expressly permitted hereunder; or in connection with credit granting, credit monitoring, account review, collection, insurance underwriting, employment or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq ("FCRA")), Federal Trade Commission interpretations of the FCRA, and similar federal and state statutes.
   2. Pass-through obligations. Client agrees to include, the following terms in its agreements with its Permitted Service Providers, as well as any other service provider to whom Client is providing the Vendor Marketing Materials to perform services for Client in accordance with this Agreement: (i) confidentiality; (ii) no reverse engineering; (iii) security (such requirements will ensure: appropriate access controls; prevent unauthorized disclosure; and provide notice of any unauthorized access or unauthorized disclosure of the Vendor Marketing Materials); (iv) applicable laws (such requirements will ensure compliance with applicable laws generally); and (v) record keeping (such requirement will address maintaining reasonable records of transmissions of the Vendor Marketing Materials that occur).
       
8. License Restrictions:
   1. Content may only be used to educate patients, members, employees, and/or authorized clinical system users about medical conditions, diagnoses, treatments and self-care. Unless otherwise agreed to in an Ordering Document, Client acknowledges that the license granted herein is solely for usage of the Content through the selected Products and Services and it does not permit Client to offer the Content in any way separate from the selected Products or Services identified in the applicable Ordering Document. All use and display of Vendor Offerings shall be subject to the inclusion of disclaimers and copyright notices provided by Vendor and/or its licensors. Unless expressly permitted in the applicable Ordering Document, Content may not be displayed on public facing internet websites or integrated into mobile applications for use on mobile phones or devices.
   2. Except as otherwise provided for in this Agreement, Client will not (and will not allow any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Vendor Offerings; (b) modify, translate, or create derivative works based on the Vendor Offerings; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer make available the Vendor Offerings to third parties, or encumber rights to the Vendor Offerings; (d) embed or incorporate in any manner the Content or Products (or any element thereof) into other applications of Client or third parties; (e) knowingly allow any Employee User, Client Affiliate, Community Connect Site, or individual to access a Vendor Offering without a valid license from Vendor for such access; (f) in any way access, use, or copy any portion of the Vendor Offerings (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Vendor Offerings; (g) remove, obscure or alter any copyright notices or any name, logo, tagline or other designation of Vendor displayed on any portion of the Vendor Offerings; or (h) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party (excepting Client’s end users as part of the purpose contemplated in an Ordering Document).
   3. Client agrees not to disclose to any third party all or any portion of the Vendor Marketing Materials in any form whatsoever.
   4. Any software inherent in the Vendor Offerings is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Vendor Offerings are provided to U.S. Government end users only as a commercial end item and with only those rights as granted to all other end users pursuant to these terms and conditions.
       
9. Modifications. Except as provided herein, Client shall not modify the Vendor Offerings. If expressly set forth in an Ordering Document, modifications to Content by Client may be allowed under limited circumstances and only to limited portions of the Content. To the extent modifications are permitted, Vendor grants Client the limited right to edit those portions of the Content which may be modified by the capabilities of the Products licensed hereunder, in order to meet Client’s specific needs and preferences, including editing, parsing, deleting and reorganizing portions of the Content (each, and together “Modification”) for use in Client’s clinical system. Client shall retain all rights, title and interest in and to Modifications made by Client that do not incorporate or contain any confidential or propriety information of Vendor or any Vendor Offering. Notwithstanding the foregoing, nothing in this Agreement shall be construed to grant Client a right, title or interest in or to any derivative work that includes any portion of the Content together with the modifications made by Client or any Content that Client has requested be translated into another language. As it relates to any Modification, Client represents and warrants that (a) to the extent Client includes the content of any its own third-party licensors in the Modification, Client has obtained the proper authorization from such applicable third-party licensor to include such licensor’s content in the Modification and (b) that all Modifications to the Content will be performed by or under the supervision of trained medical professionals. Client expressly assumes any and all liability related to Client’s Modifications. Client acknowledges that Vendor will not be obligated to provide any updates to Content that has been modified by Client and that to the extent such content was previously accredited by URAC, it may no longer be so accredited as a result of Client’s modifications.
    
10. Third-Party Content.
    1. General. Client agrees that Vendor Offerings may include Third-Party Content.
    2. Restrictions by Third Parties; Equitable Adjustment: Vendor or its licensors may, at any time, impose restrictions on the use of the Vendor Offerings to the extent they are imposed on Vendor by Vendor’s third-party licensors. Further, Vendor may, at any time, impose reasonable restrictions on the use of the Vendor Offerings to properly manage the integrity of the same, as well as to manage access to the same in light of issues concerning privacy, confidentiality, and other issues to which consumers may be sensitive. Use of the Vendor Offerings is subject to compliance with all such restrictions. In the event the restrictions imposed under this section substantially impair the value of the affected Vendor Offering to Client, Client may request, in writing, an equitable adjustment in the fees otherwise payable for the use of such Vendor Offerings and the Parties will attempt in good faith to arrive at a mutually agreeable equitable adjustment. If such agreement is not reached within thirty (30) days of the request, the portions of the Ordering Document applicable to such affected Vendor Offering may be terminated by either party by providing prior written notice to the other party.
    3. Termination of Third-Party License. Client Upon notice from Vendor to Client that Vendor’s agreement with a licensor of Third-Party Content has terminated: (x) Vendor shall have the right to immediately suspend or remove Client’s access to such Third-Party Content, and (y) Client shall immediately (1) delete or destroy all such Third-Party Content under its possession or control, including deleting or otherwise permanently removing all such Third-Party Content from its systems, sites, and software, and (2) certify such deletion, destruction, or permanent removal in writing to Vendor.
        
11. Rights in Vendor Offerings. Except as otherwise provided in an Order Form or Work Order, Client agrees, on behalf of itself, that Vendor and/or its licensors own all right, title, and interest in and to the Vendor Offerings including but not limited to all information, content, software, technology, specifications, text, graphics, databases, code and information available through the same and all copyrights and all other intellectual property rights in and to the foregoing, including all derivative works, enhancements, customizations, modifications or upgrades thereto. Except as expressly granted herein Client acquires no right, title, or license in the Vendor Offerings or any of the content or data incorporated therein. For purposes of clarification, this Agreement does not grant Vendor any ownership interest in Client’s products or services that incorporate the Vendor Offerings, provided that Vendor shall retain all rights in the Vendor Offerings contained therein. Further, Vendor will retain title to any inventions, innovations and/or improvements made or conceived solely in its performance hereunder. Neither party shall use the other party’s name or any mark belonging to the other party other than in connection with the Vendor Offerings without the prior written consent of the other party. Subject to the terms and conditions of this Agreement, Vendor hereby grants to Client a limited, revocable, non-exclusive, non-transferable license, without sublicense rights, to use the Vendor Marks, (a) in accordance with this Agreement and any trademark guidelines that Vendor may develop and maintain, provided such guidelines are made available to Client, and (b) solely in connection with the marketing, promotion and provision of the Services, Content, and Products, to end users (provided that any such use must be approved by Vendor). In using the Vendor Marks, Client shall not use a Vendor Mark: (w) in any manner that implies a relationship or affiliation with, sponsorship or endorsement by Vendor, other than Client’s right to use Vendor Offerings; (x) to disparage Vendor, its products or services; (y) in a way that tarnishes, dilutes or otherwise impairs the Vendor Marks; or (z) on Client’s site if it contains or promotes illegal actions or activities; in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Vendor. Further, Client shall not remove, obscure, distort or alter any element of a Vendor Mark. Client agrees that it will not directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the Vendor Marks. Client acknowledges that the goodwill associated with the Vendor Marks belongs exclusively to Vendor and, upon request, Client will modify or cease its use of any Vendor Marks.
     
12. Rights in Client Materials. Client and its licensors are, and shall remain, the sole and exclusive owner of all proprietary and intellectual property rights in Client Materials. Client hereby grants Vendor a non-exclusive, royalty-free, license for the term of the applicable Ordering Document to use, copy, publish, modify, reproduce, display, syndicate, reformat, update and create derivative works of the Client Materials, or to sublicense such rights to its Affiliates, in order to perform the Service or provide the applicable Content or Products. All other rights in and to the Client Materials are expressly reserved by Client. To the extent Client provides Vendor or its licensors with any feedback related to the Service, Content, or Products, in part or in whole, Client grants to Vendor and its licensors a nonexclusive, perpetual, irrevocable, sublicensable, transferrable, worldwide, royalty-free and fully paid-up license to freely exploit such feedback.
     
13. Sunsetting; Changes in Functionality; Suspension. Vendor reserves the right to sunset any of the Vendor Offerings upon one hundred eighty (180) days’ written notice, provided that Client shall be entitled to a pro-rata refund of any pre-paid fees for such Vendor Offering. Vendor may, from time to time, in its sole discretion, update the Vendor Offerings. Where Vendor increases base functionality in the Vendor Offering, such functionality shall be provided to Client without any increase in the fees, provided that premium services related to the Vendor Offering may be available for an additional fee. Notwithstanding anything to the contrary herein, Vendor reserves the right to suspend or remove any Client-provided materials or modify its Vendor Offering if such suspension, removal or modification is reasonably necessary, in Vendor’s sole discretion, to maintain compliance with applicable laws, rules or regulations or its then-current policies.
     
14. Updates. Client agrees that it shall (a) only use the current version of Vendor Offerings, and (b) take all active measures necessary, on a timeline set by Vendor, to process any of Vendor’s updates to the Vendor Offerings, and (c) immediately delete, destroy, or otherwise permanently remove all outdated versions of the Vendor Offerings under its possession or control, including deleting all prior versions of such outdated Vendor Offerings from its systems, sites, and software.
     
15. Compliance with Laws: All Vendor Offerings must be used (a) in accordance with the terms of this Agreement, (b) in accordance with applicable laws, rules, and regulations relating to their use (c) in a fashion that does not violate or infringe any third party rights, including without limitation, intellectual property rights and publicity/privacy rights; and (d) with respect to Vendor Marketing Materials, (i) in accordance with Direct Marketing Association Guidelines, (ii) in a manner which gives due consideration to matters concerning privacy, confidentiality, good taste, and other issues to which individual and business consumers may be sensitive and (iii) without any indication that any party possesses any information which is derived from any Vendor Marketing Materials about the recipient other than name and address. Client is solely responsible for compliance with all Anti-Spam Legislation Further, Client assumes responsibility to subscribe to all applicable do not call lists including, without limitation, any national Do Not Call List and agrees to use any mail or telephone suppression lists provided by Vendor in accordance with applicable laws, removing names as appropriate from the files provided by Vendor. Client is fully responsible to Vendor and its licensors for the acts and omissions of its contractors and agents, including, without limitation, its Permitted Service Providers.
     
16. Security (Keys). When access to Vendor Offerings requires the use of a Key, Client may only access the Vendor Offerings with the Key issued to Client by Vendor. Unless otherwise agreed to in an Ordering Document, Client may not sell, transfer, sublicense or otherwise disclose Client’s Keys to any other party or use them with any other Vendor Offering. Client is responsible for maintaining the secrecy and security of the Keys and shall be fully responsible for all activities that occur using the Keys, regardless of whether such activities are undertaken by Client or a third party.
     
17. Additional Client Obligations. Client shall (a) respond promptly to any Vendor request to provide direction, information, authorizations or approvals that are reasonably necessary for Vendor to perform the Service or otherwise provide the Vendor Offerings, including development of any applicable project plans, and (b) provide access to such Client Materials or information in a timely manner, as Vendor may reasonably request in order to perform the Service or provide the Vendor Offerings (including developing a project plan) and ensure that such Client Materials are complete and accurate in all material respects. If and to the extent that Vendor’s performance of its obligations are prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants or employees, including delays or errors caused by Client’s failure to provide, or provision of inaccurate or incomplete, Client Materials, Vendor shall not be deemed in breach of its obligations under the applicable Order Form nor be liable for any costs, charges or losses sustained or incurred by Client. Client further agrees to attend training and best practices webinars and participate in planning and strategy meetings as necessary.
     
18. Business Associate Agreement (“BAA”). If Client is a Covered Entity, and the Vendor Offerings require Vendor to receive, access, develop, transmit, exchange, or otherwise use PHI, Vendor shall be considered a Business Associate of Client, and the parties agree to execute a BAA prior to exchanging any PHI. All such uses of PHI shall be strictly in accordance with this Agreement and such BAA. Any Vendor Affiliates indirectly providing services to Client which require the Vendor Affiliate to receive, access, develop, transmit, exchange, or otherwise use PHI, shall be a Business Associate of the Vendor party directly contracting with Client, not the Client. Further, if a Vendor Affiliate is not providing services that require such Vendor Affiliate to receive, access, develop, transmit, exchange, or otherwise use Client’s PHI, such Vendor Affiliate shall not be considered a Business Associate of Client.
     
19. Use of De-Identified Information. Vendor and its Affiliates shall have the right to de-identify Client’s PHI and to use the resultant de-identified information for any lawful purpose.
     
20. Personal Data Processing. The terms of Vendor’s CCPA Data Processing Addendum (“DPA”) are hereby incorporated by reference and shall apply only if and to the extent that Client Materials include Personal Data, as defined in the DPA.
     
21. Fees. The fees and expenses payable to Vendor shall be set forth in the applicable Ordering Document and are exclusive of any applicable taxes; Client shall be responsible for any applicable sales, use or other like taxes, excluding, however, taxes based upon Vendor’s net income. To the extent Vendor is asked to perform any custom work, such work will be detailed in writing in an Ordering Document. Client agrees that it will reimburse Vendor for all reasonable travel and out-of-pocket expenses incurred by Vendor in connection with the performance of any services identified in the Ordering Document, including any services relating to the installation or set up of any Vendor Offering. Vendor shall issue invoices to Client for all fees and out-of-pocket expenses in accordance with the terms of this section and all such fees and expenses will be due within thirty (30) days of invoice date or as otherwise set forth in the Ordering Document. Nonpayment of undisputed fees thirty (30) days following the invoice date may result in a suspension of Vendor’s provision of the Vendor Offerings. All payments shall be in US dollars.
     
22. Termination. The term of this Agreement shall commence on the Effective Date of the Enrollment Form between the Parties and shall continue unless otherwise terminated as set forth herein. Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party following the expiration or termination of all Ordering Documents referencing these terms. Notwithstanding anything stated in this Agreement to the contrary, either party may terminate this Agreement in its entirety for the material breach of any provision of these Master Terms if such material breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party. Further, either Party may terminate any Ordering Document for any material breach of these Master Terms, the Product-Specific Terms referenced in the Enrollment Form, any Business Associate Agreement applicable to such Ordering Document, or any other terms of the applicable Ordering Document itself if such material breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party. Such termination right shall be in addition to any other rights and remedies that may be available to the non-breaching party. Either Party may terminate this Agreement, immediately upon notice, if: (a) the other Party enters into a composition with its creditors; (b) a court order is made for the winding up of the other Party; (c) an effective resolution is passed for the winding up of the other Party (other than for the purposes of an internal reorganization not related to bankruptcy proceedings); (d) the other Party has a receiver, manager, administrative receiver or administrator appointed with respect to it; (e) the other Party ceases to be able to pay its debts as they fall due; or (f) the other Party takes or suffers any action similar to any of the above on account of debt in any jurisdiction. Upon the expiration or termination of this Agreement, or any individual Ordering Document, or similar document executed hereunder, for any reason, unless otherwise agreed to by the parties: (i) all licenses to the applicable Vendor Offerings shall immediately terminate, and Vendor shall have the right to immediately suspend or remove Client’s access to such Vendor Offerings (ii) any provisions of this Agreement or such applicable expired or terminated document which must survive in order to give effect to their terms and intent, shall survive such termination or expiration; (iii) all fees owed by Client to Vendor hereunder shall become immediately due; (iv) each party shall promptly return or destroy (as instructed by the other party) all Confidential Information of such other party and (v) Client shall (A) cease its use of the applicable Services, Content, and Products, (B) immediately delete all Vendor Offerings under its possession or control, including deleting all Vendor Offerings from its systems, sites, and software, (C) shall require Client Affiliates and Community Connect Sites to do the same, and (D) shall certify such deletion in writing to Vendor.
     
23. Representations and Warranties: Vendor represents and warrants: (a) that it and its representatives are not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs, have not been convicted of a criminal offense related to the provision of healthcare items or services, and are not under investigation or otherwise aware of any circumstances which may result in Vendor or its representatives being excluded from participation in federal healthcare programs; (b) that it has the right to sublicense the Third-Party Content to Client; (c) that the content and products owned by Vendor and/or its third-party licensors and provided hereunder do not violate the rights of any third party, (d) that that it shall perform the Service and provide the other Vendor Offerings using personnel of required skill, experience and qualifications and in a professional and workmanlike manner; and (e) that it shall perform the Service, and provide the other Vendor Offerings, in compliance with applicable laws. Client, represents and warrants to Vendor that: (v) it shall not use Vendor Offerings in any way that violates any laws; (w) the Client Materials comply with all applicable laws and regulations (and include, where applicable, all legally required legends, disclosures, and statements); (x) the Client Materials do not violate the rights of any third party; (y) it has the right to use, modify, reproduce, display and create derivative works of the Client Materials and to sublicense such rights to Vendor in accordance with this Agreement; and (z) Client will not use, nor permit any third party under its control or with whom it has contractual privity, to use Vendor Offerings in any way not expressly authorized in an Agreement. Client acknowledges that, unless explicitly recited as such in an Ordering Document, the Vendor Offerings are licensed and not sold. Client expressly acknowledges and agrees not to export, re-export, transfer, or release Service Outputs (as that term is used in the Product-Specific Terms referred to in the Enrollment Form), in whole or in part, to any embargoed country, any Specially Designated National, or any person on the US Commerce Department’s Lists of Parties of Concern.
     
24. Disclaimer. The Vendor Offerings are not intended to replace professional medical advice and are not intended to be relied upon by any person or entity for purposes of medical diagnosis or treatment. The information contained within the Vendor Offerings may become unreliable for many reasons including subsequent research, findings and test results. Although Vendor makes reasonable efforts to ensure the accuracy and reliability of the Vendor Offerings, Client acknowledges that Vendor and its licensors, as well as its and their respective officers, directors, employees, shareholders, and agents (collectively the “Vendor Protected Parties”) will not be held liable for any damages suffered or incurred by Client or any third person arising out of: (a) any faults, interruptions, or delays in the Vendor Offerings or their delivery; (b) any use of or reliance on the Vendor Offerings by any person; or (c) any inaccuracies, errors, or omissions in the Vendor Offerings, however such faults, interruptions, delays, inaccuracies, errors or omissions arise, unless due to the gross negligence or willful misconduct of Vendor. The Vendor Protected Parties do not guarantee the accuracy, timeliness, or completeness of the information obtained from the Vendor Offerings, nor warrant any results from using the Content, Product, or Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE VENDOR OFFERINGS ARE PROVIDED “AS-IS,” AND THE VENDOR PROTECTED PARTIES DO NOT MAKE, AND CLIENT DOES NOT RECEIVE, ANY REPRESENTATION OR WARRANTY (REGARDLESS OF WHETHER SUCH WARRANTY IS EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) REGARDING THE VENDOR OFFERINGS. THE WARRANTIES STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED. THE VENDOR PROTECTED PARTIES DISCLAIM ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) TO THE EXTENT ALLOWED BY APPLICABLE LAW.
     
25. Confidentiality. Each party acknowledges that the other party may disclose its Confidential Information to the other in the performance of this Agreement. Accordingly, each party shall (i) keep the Confidential Information disclosed by the other party confidential, (ii) use Confidential Information only for purposes of fulfilling its obligations and (iii) disclose such Confidential Information only to the receiving party’s employees who have a need to know and only for the purposes of fulfilling this Agreement. Should a receiving party be requested to disclose Confidential Information of the disclosing party by a lawful judicial or governmental order or other legal compulsion, such receiving party shall promptly notify the disclosing party to permit the disclosing party to defend against any such order of disclosure, and the receiving party shall assist in such defense, at the disclosing party’s expense, to the extent permitted by law. If the receiving party is thereafter required to disclose Confidential Information of the disclosing party, the parties shall agree to a mutually satisfactory means to disclose such Confidential Information as necessary to comply with the applicable order.
     
26. Indemnity.
    1. Indemnification by Client. To the extent not otherwise prohibited by any applicable sovereign immunity or other valid exemption granted to Client under an applicable state law or statute, Client shall, at its sole cost and expense, indemnify and hold Vendor and its officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys’ fees and expenses), arising out of a third party claim related to: (i) any content or materials furnished by Client for use in connection with any license or services provided under any Ordering Document; (ii) the acts or omissions of Client; (iii) a breach by Client of any of its representations and warranties set forth in this Agreement; or (iv) Client’s use of the Vendor Offerings including use in any manner not otherwise permitted in an Ordering Document. In the event Client is immune or exempt from the foregoing indemnity obligation under applicable state law or statute, Client agrees to, and does hereby, assume sole responsibility for its actions and omissions with respect to third parties which give rise to any claim arising out of this agreement, including any claim against Vendor.
    2. Indemnification by Vendor. Vendor shall, at its sole cost and expense, indemnify and hold Client and its officers, directors, employees, agents, successors and assigns harmless from and against any and all third party claims, losses, damages, judgments, costs and expenses (including attorneys’ fees and expenses), arising out of or related to a third party claim that Vendor’s trademarks, or any content or products licensed to Client, infringe any third party's existing U.S. patent, copyright, or trademark. If such a claim is made or appears possible, or if in Vendor’s opinion, such a claim is likely to occur, Vendor may, at its sole option and expense, either (i) procure for Client the right to continue to use the materials in question; or (ii) modify or replace the infringing materials so that they become non-infringing as long as the functionality is not materially and adversely affected. If neither of the foregoing options is reasonably available then Vendor may terminate any or all applicable Order Forms, Statements of Work, and other similar documents executed hereunder. Vendor will have no liability or obligation under this section for: (i) the combination or use of any Vendor Offerings with content, technology or other materials not supplied by Vendor; (ii) alteration, modification, misuse, or unauthorized use of Vendor Offerings; or (iii) Client’s continued use of anything other than the then-current release of the Vendor Offerings.
    3. Process. With respect to a party's indemnification obligations, the indemnified party agrees to: (i) give the indemnifying party prompt written notice of any claim, action, suit or proceeding for which it is seeking indemnity; (ii) grant control of the defense and settlement of the action to the indemnifying party; and (iii) reasonably cooperate with the indemnifying party with respect to the defense of the action. The indemnified party may participate, at its own cost, in the defense and settlement of such action through counsel of its choice. The indemnifying Party may not settle any claim in a manner that adversely affects the indemnified Party’s rights, admits liability on the party of the indemnified Party, or involves the payment of monetary damages, without the indemnified Party’s prior written consent. This section sets forth each Party’s sole and exclusive remedy for any claim for which indemnification is sought.
        
27. Limitations of Liability. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 25 OF THESE MASTER TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT OR LOST CONTRACTS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR COVER DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF VENDOR TO CLIENT UNDER THIS AGREEMENT, OR ANY MATTER RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY) SHALL BE LIMITED TO DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS PAYABLE BY CLIENT TO VENDOR UNDER THE APPLICABLE ORDERING DOCUMENT CONTAINING THE RELEVANT VENDOR OFFERING IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGES, OR, IF THE ORDERING DOCUMENT HAS NOT BEEN IN EFFECT FOR TWELVE MONTHS ON THE DATE OF THE EVENT GIVING RISE TO THE DAMAGES, THE AMOUNT PAYABLE BY CLIENT TO VENDOR DURING THE FIRST TWELVE MONTHS OF SUCH ORDERING DOCUMENT.
     
28. Insurance. Vendor shall maintain general commercial and professional liability insurance at levels generally acceptable in the industry and sufficient to support its obligations hereunder.
     
29. Assignment
    Neither party will assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without the other party’s prior written consent, except to an Affiliate or pursuant to a transfer of all or substantially all of such party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. This Agreement controls the actions of all party representatives, officers, agents, employees and associated individuals. The terms of this Agreement shall be binding on the parties and all their successors.
     
30. Subcontracting
    Vendor may subcontract any of its rights or obligations under this Agreement or any Order Form, including subcontracting to a Vendor Affiliate, provided that Vendor shall remain directly responsible to Client for the performance of such services.
     
31. Independent Contractors. The parties are independent contractors with respect to each other, and nothing herein shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. Neither Party shall be liable for the fault, negligence, or wrongful acts of the other’s employees, contractors, agents, or representatives.
     
32. Force Majeure. Each party will be excused from any delay or failure in performance, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, epidemic, pandemic, earthquake, labor disputes and strikes, riots, war, acts or threats of terrorism and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
     
33. Modifications. Modifications to this Agreement must be in a writing signed by the parties hereto.
     
34. Governing Law; Venue. This Agreement shall be governed and interpreted by the laws of the State of New York, without giving effect to any conflict of laws principles therein. The parties hereby agree that the courts of State of New York shall have sole and exclusive jurisdiction over proceedings initiated by either of the parties, and the parties hereby irrevocably waive any objections to the personal jurisdiction and venue, including any objections based on forum non conveniens. If any provision of this Agreement conflicts with governing law or is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms of this Agreement shall remain in full force and effect.
     
35. Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. No failure to or delay in exercising any rights, remedy, power or privilege arising from this Agreement shall be a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
     
36. Entire Agreement. These Master Terms, the applicable Enrollment Form, including the Product-Specific Terms referenced therein, any Ordering Documents, as well as any schedules, appendices, exhibits or similar attachments to any of the foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. The terms on any purchase order or similar document submitted by Client to Vendor will have no effect and are hereby rejected.
     
37. Notice. Notices, consents and approvals must be delivered in writing by courier, or by certified or registered mail (postage prepaid, return receipt requested), to the other party at the address set forth on the Enrollment Form and are deemed delivered when received.
     
38. Counterparts. This Agreement and any document hereunder may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.
     
39. Conflict. To the extent there is a conflict between the express terms of any of the documents comprising this Agreement, the order of precedence shall be: (1) any applicable BAA, (2) a Statement of Work, (3) an Order Form, (4) any terms added to the Enrollment Form, (5) the Product-Specific Terms, (6) the Master Terms, of these Terms and an Order Form, these Terms shall control unless the Order Form expressly states otherwise.