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DocuSign Envelope ID: B8D6444B-B1B2-4BDD-gA42-5D5574B3927B
<br />6. OWNERSHIP
<br />6.1 All rights not expressly granted in this Agreement are reserved by Company and Its licensors.
<br />6.2 Subscription Services. Company and its licensors shall retain sole and exclusive ownership of, and all rights, title, and interest in, Subscription Services and the
<br />Site, including without limitation (a) Intellectual Property embodied or associated therein, and (b) all derivative works and copies thereof.
<br />6.3 Professional Services. Company shall retain all rights, title and interest in and to any and all Intellectual Properly used or in any manner employed by Company in
<br />the provision of Professional Services
<br />7. WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY
<br />7.1 General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement
<br />7.2 Professional Services. Company warrants that the Professional Services will be performed in a workmanlike manner. As Client's exclusive remedy for any claim
<br />under this warranty, Client shall notify Company in writing of its claim within thirty (30) days of Company's completion of the applicable services and, provided that such
<br />claim is reasonably determined by Company to be Company's responsibility, Company shall re -perform the applicable service. Company's entire liability and Client's
<br />exclusive remedy for any breach of the warranty set forth In this section shall be the re -performance of the applicable service.
<br />7.3 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, ALL SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED ON AN 'AS IS,
<br />AND'AS AVAILABLEBASIS. COMPANY, ITS LICENSORS, DATA CENTER AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY
<br />LAW, ALL WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (1) ANY WARRANTY THAT ANY SOFTWARE,
<br />DATABASE, SUBSCRIPTION SERVICES, DELIVERABLES OR PROFESSIONAL SERVICES ARE ERROR- FREE, ACCURATE OR RELIABLE OR WILL OPERATE
<br />WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE OR REGULATION, (ii) ANY AND ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT AND (iii) ANY AND ALL IMPLIED WARRANTIES
<br />ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY
<br />COMPANY, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. CLIENT EXPRESSLY
<br />ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICES ARE NOT DESIGNED OR INTENDED TO MEET ALL OF ITS OR ITS USERS' TRAINING,
<br />ANALTYTICS, OR ASSESSMENT NEEDS OR REQUIREMENTS, INCLUDING THOSE REQUIRED UNDER APPLICABLE LAWS. CLIENT ASSUMES ALL
<br />RESPONSIBILITY FOR THE SELECTION OF THE SERVICES PROVIDED HEREUNDER TO ACHIEVE ITS INTENDED RESULTS,
<br />CLIENT ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ITS USERS' COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLIENT
<br />FURTHER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL
<br />SERVICES, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. CLIENT ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICES ARE NOT
<br />INTENDED TO PROVIDE MEDICAL ADVICE, OPINIONS, DIAGNOSIS, OR A SUGGESTED COURSE OF TREATMENT. CLIENT FURTHER AGREES THAT THE SOLE
<br />AND EXCLUSIVE RESPONSIBILITY FOR ANY MEDICAL DECISIONS OR ACTIONS WITH RESPECT TO A PATIENT'S MEDICAL CARE AND FOR DETERMINING
<br />THE ACCURACY, COMPLETENESS OR APPROPRIATENESS OF ANY DIAGNOSTIC, CLINICAL OR MEDICAL INFORMATION RESIDES SOLELY WITH THE
<br />HEALTHCARE PROVIDER. COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH
<br />CLIENT'S OR ANY OF USERS' USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, IN COMBINATION WITH ANY THIRD -PARTY PRODUCTS,
<br />SERVICES, SOFTWARE OR WEB SITES THAT ARE ACCESSED VIA LINKS FROM WITHIN THE SUBSCRIPTION SERVICES,
<br />TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES AWARDED UNDER THIS AGREEMENT) TO
<br />CLIENT AND USERS FOR ANY CLAIM BY CLIENT OR ANY THIRD PARTIES UNDER THIS AGREEMENT, WILL BE LIMITED TO THE FEES PAID FOR SUCH ITEMS
<br />THAT ARE THE SUBJECT MATTER OF THE CLAIM FOR THE PRIOR TWELVE (12) MONTHS. IN NO EVENT WILL COMPANY, ITS LICENSORS AND SUPPLIERS
<br />BE LIABLE TO CLIENT OR USERS OR OTHER THIRD PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR
<br />CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER
<br />ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
<br />OR OTHERWISE, WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT MORE THAN THE SHORTER OF ONE YEAR OR THE PERIOD
<br />ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED,
<br />THIS SECTION 7 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY,
<br />8. INDEMNIFICATION
<br />8.1 Client Indemnification. Client shall indemnify and hold Company, its affiliates, suppliers, data center, employees and officers (Company Indemnified Parties)
<br />harmless from and against all liability, claims, damages, fines, losses, expenses (including reasonable attorney's fees and court costs, and the cost of enforcing this
<br />indemnity) suffered or Incurred by Company or any Company Indemnified Party arising out of, or in connection with (a) any material breach by Client or any User of any of
<br />the terms of this Agreement; or (b) any use or reliance by Client or any User of any Subscription Services, including all third -party claims, causes of action, suits, and legal
<br />proceedings asserted against Company or a Company Indemnified Party arising out of, or relating to, the use of or reliance by Client or any User on any Subscription
<br />Services,
<br />8.2 Company Indemnification. Company shall indemnify and hold harmless Client and its principals, officers, directors, agents, and employees (Client Indemnified
<br />Parties), and at Company's option, either defend Client Indemnified Parties or pay their attorney's fees and court costs, from any loss, cost, damage, or expense incurred
<br />by Client that Is finally awarded by a court of law to any third party as a result of a claim alleging that the Subscription Services infringe or misappropriate a U.S. patent,
<br />U.S. copyright, U.S. trademark or U.S. trade secret of a third party, solely provided such alleged infringement or misappropriation does not arise from: (i) a modification of
<br />the Subscription Services as delivered to Client, (ii) the combination of the Subscription Services with any other process, hardware, software, data, or functionality, (iii) any
<br />Client -originating data or content communicated using such Subscription Services; or, (Iv) any use of the Subscription Services by Client in a manner inconsistent with the
<br />documentation or instructions provided by Company or otherwise in breach of this Agreement.
<br />8.3 Indemnification Procedure. The indemnifications made hereunder are solely provided upon the following conditions: (I) the indemnifying party controls any
<br />settlement or any suitor claim indemnified hereunder (ii) the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed, is obtained prior
<br />to any settlement by the indemnifying party that affects the indemnified party's rights and obligations; (iii) the indemnifying party is promptly informed of any third -party claim
<br />indemnified hereunder; and, (iv) -in the case of Client, Client ceases any alleged infringing activity upon actual or constructive notice of any claim or allegation of infringement,
<br />9. TERM AND TERMINATION
<br />9.1 Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of
<br />all Ordering Documents and attachments, unless otherwise terminated earlier as provided hereunder.
<br />9.2 Subscription Services Term. The initial term of Subscription Services commences on the Subscription Start Date specified in, and continues for the term set forth
<br />In, the Ordering Documents. Following the and of the initial term, Subscription Services shall automatically renew for the same length as the initial term unless either party
<br />Master Services Agreement Page 3 of 5
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