CareRev Flexible Workforce Platform Agreement

1.             Definitions. The following terms have the following meanings in this Agreement:

1.1.          “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.

1.2.          “Claims” mean any third-party claim, action, demand, suit, or proceeding.

1.3.          “Client Data” means any electronic data inputted by Client into the Platform, transmitted by or on behalf of Client to the Platform via a Third-Party Application, or otherwise expressly designated as such in an Order or applicable Service Terms.

1.4.          “Client Facility” means, if Client is a healthcare system or facility, any Client facility or other location registered with the Platform or otherwise approved by CareRev to utilize the Services (including the Platform).

1.5.          “Confidential Information” means any inventions, trade secrets, know-how, computer software in both object and source code, algorithms, technology, personal information, ideas, designs, specifications, techniques, defect and support information and metrics, documentation, records, and any other business, customer, technical, or financial data or information owned or provided by a Party and is designated by the disclosing Party as confidential or is communicated in such a manner or under such circumstances as would reasonably indicate its confidential nature.

1.6.          “Documentation” means any help content, policies, training materials, user guides, release notes, or other documentation for the applicable Service as made available by CareRev at www.carerev.com/resource-center (as may be updated from time to time).

1.7.          “Effective Date” means the earlier of the effective date in Client’s initial Order or when Client first uses the Platform.

1.8.           “Force Majeure Event” means, except with respect to a Party’s payment obligations, any circumstances beyond a Party’s reasonable control, including inoperability of the internet, computer related attacks, hacks, outages of third-party connections or systems, war, terror, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems.

1.9.          “Laws” means any law, ordinance, rule, regulation, order, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or local level, as applicable) of competent jurisdiction.

1.10.         “Losses” means any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation).

1.11.         “Malicious Code” means any viruses, worms, Trojan horses, or other malicious code, files, scripts, agents, or programs.

1.12.         “Order” means any ordering document provided by CareRev to Client and agreed by the Parties that specifies the Services or Project Services purchased by or otherwise provided to Client under this Agreement, including any product terms or addenda thereto.

1.13.         “PHI” means Protected Health Information as defined in the 45 C.F.R. §160.103.

1.14.         “Platform” means any online user interfaces, technology platform, systems, applications, or software that CareRev makes available to Client in connection with the Services and any updates, upgrades, or modifications thereto.

1.15.         “Project Service” means any implementation, integration, project management, best practices consultations, training, or education services provided by CareRev in connection with a Service and expressly identified as Project Services in an Order.

1.16.         “Project Service Fees” means any fees or charges for any Project Service.

1.17.         “Representatives” means a Party’s employees, subcontractors, agents, professional advisors, and Affiliates that have signed an agreement containing confidentiality obligations, including use and disclosure restrictions, no less restrictive than those stated in this Agreement.

1.18.         “Scheduled Downtime” means any scheduled maintenance or downtime or unscheduled emergency maintenance.

1.19.         “Service” means any product or service subscribed to or paid for by Client or otherwise provided by CareRev to Client under this Agreement, including any Order (collectively, the “Services”). A Service may be subject to Service Terms. The Services include the Platform and any Support Services but exclude any Third-Party Applications or Project Services.

1.20.         “Services Data” means any data or information provided, made available, generated, or collected in connection with the Services (including the Platform) or Project Services but excluding any Client Data.

1.21.         “Service Terms” means any terms, policies, guidelines, specifications, or other information applicable to a Service as may be made available by CareRev at https://www.carerev.com/workforceplatformagreement (as may be updated from time to time) or in an Order.

1.22.         “Subscription” means any subscription to or other stated term for a Service in any Order.

1.23.         “Subscription Fees” means any fees or charges for a Subscription as stated in the applicable Order.

1.24.         “Support Services” means the support services, if any, provided by CareRev in accordance with CareRev’s then-current support policies applicable to the Service and as may be identified in an Order.

1.25.         “Taxes” means any local, state, or federal taxes, levies, duties, or similar governmental assessments, including any sales or use taxes.

1.26.         “Third-Party Application” means any web-based, offline, mobile, or other software application or system that is provided or made available by or on behalf of Client and interoperates with any Service (including the Platform) or Project Service.

2.               Services.

2.1.         CareRev Services and Platform. During the Term, CareRev will make the applicable Service(s) available to Client pursuant to this Agreement (including any applicable Orders) and as may be accessed via the Platform. Subject to Client’s compliance with this Agreement, CareRev grants Client a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted in Section 11.2 of this Workforce Agreement) right during the Term to access and use the Platform in accordance with this Agreement (including the Documentation), solely for Client’s internal business purposes. CareRev will comply with all Laws applicable to its provision of the Services. Unless stated otherwise in an Order, CareRev may charge for any feature or functionality of the Services, including the Platform, at any time upon advance notice (via email or the Platform) to Client. Client agrees that its purchase of any Service is not contingent upon the delivery of any future feature or functionality.

2.2.          Availability and Support. During the Term, CareRev will use commercially reasonable efforts to (a) make the Platform available at least 99% of the time each month as calculated by CareRev (excluding any Force Majeure Event or Scheduled Downtime) and (b) provide Client with Support Services. If the level of Support Services is not identified in the applicable Order, Client will receive a “basic” level of support as determined by CareRev at no additional cost.

2.3.          Security. CareRev will maintain appropriate administrative, physical, and technical safeguards designed to protect the security and integrity of the Platform. CareRev will materially conform with the security protocols described in CareRev’s most recently completed Service Organization Control 2 (SOC 2) audit report or other similar independent third-party audit report (“Audit Report”). Upon Client’s request, CareRev will provide Client with a copy of CareRev’s then-current Audit Report.

2.4.          Project Services. Client and CareRev may enter into an Order describing the specific Project Services to be performed by CareRev. If applicable, CareRev personnel on Client premises for Project Services will comply with reasonable Client rules regarding safety and conduct disclosed to CareRev in writing prior to such engagement, and CareRev will, at Client’s reasonable request, promptly require any CareRev personnel not following such rules to leave the Client premises.

2.5.          Medicare and Medicaid. If Client receives funds from Medicare or Medicaid, CareRev agrees that in accordance with Section 952 of the Omnibus Reconciliation Act of 1980, CareRev contracts, books, records, and documents will be made available to the Comptroller General of the United States, the Secretary of the United States Department of Health and Human Services, and their duly authorized representatives until 4 years after the expiration or termination of this Agreement.

3.             Client’s Obligations.

3.1.          Client’s Business and Operations. Client will be solely responsible for its and each Client Facility’s medical, clinical, compliance, financial, legal, accounting, and operational decisions, regardless of any suggestions or recommendations CareRev may provide. Client will be responsible for its and each Client Facility’s use of the Services, including the Platform. Client will (and will ensure any Client Facilities) comply with this Agreement (including any Documentation), use the Services in compliance with applicable Law, and maintain any applicable licenses, permits, registrations, or certifications.

3.2.          Restrictions. Client will not (nor allow any third party to): (i) sell, assign, or otherwise transfer or encumber any rights under this Agreement, except as expressly provided in Section 11.2 of this Workforce Agreement, (ii) copy, modify, or make derivative works based on the Platform or any part thereof (including any features, functions, or user interfaces), (iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive or gain access to any software component of the Services, (iv) use a single Platform account for multiple business entities unless specifically authorized by CareRev in writing, (v) provide third parties access to its Platform account, (vi) attempt to circumvent any license, timing, or use restrictions in connection with the Services, (vii) access or use the Services for the purpose of building a similar or competitive product or service, (viii) send Malicious Code to the Services (including via any Third-Party Application), (ix) if Client is a healthcare system or facility, use the Services in connection with any facility or location that is not a Client Facility, or (x) remove any proprietary notices or labels. Client will notify CareRev immediately of any known violation of this subsection.

3.3.          Client’s Account. Client will use commercially reasonable efforts to maintain the security of its Platform account and will notify CareRev immediately of any unauthorized use of its Platform account.

3.4.          Third-Party Applications; Information. The Services may connect with Third-Party Applications, e.g., a vendor management system (a/k/a VMS), HRIS, Time and Attendance, or EHR system. Third-Party Applications are not part of the Services or this Agreement, and CareRev bears no responsibility or liability for any Third-Party Application. Client will comply with any third-party terms (e.g., EULA) applicable to such Third-Party Applications. Client will ensure that any data or information, including any Client Data, provided by or on behalf of Client to CareRev (including through any Third-Party Application) is lawfully collected and provided to CareRev for processing consistent with this Agreement; Client is responsible for the accuracy and completeness of such data or information.

3.5.          Service Terms. Client will comply with any applicable Service Terms, which are hereby incorporated into this Agreement.

3.6.          Client Affiliates. Any Client Affiliate may purchase and use Services subject to the terms of this Agreement by executing with CareRev an Order that incorporates by reference this Agreement; and, in each such case, any references in this Agreement to Client will be deemed to refer to such Client Affiliate for purposes of such Order. Such Client Affiliate agrees to be bound by this Agreement as it may be amended from time to time by Client and CareRev.

4.             Fees, Expenses, and Taxes.

4.1.          Fees. Client agrees to pay CareRev all fees and charges stated in this Agreement, including any applicable Order or Service Terms, and in the Platform (“Fees”). The Fees include the Project Service Fees and Subscription Fees, if any. All Fees paid or payable to CareRev are non-cancelable and non-refundable, unless specifically provided otherwise in this Agreement.

4.2.          Payment Methods. For any amounts Client owes CareRev, CareRev may (i) charge the Client Credit Card, (ii) debit Client’s bank account via ACH, or (iii) invoice Client for amounts due, in which case Client will pay the invoiced amount by electronic check, ACH, or wire transfer (“Invoiced Amount”). CareRev may require that Client provide CareRev with valid credit or debit information from a payment card acceptable by CareRev (“Client Credit Card”). Client authorizes CareRev to obtain credit authorization from Client’s card issuer. Should Client pay by Client Credit Card, Client will pay all payment card processing fees as allowed by applicable Law.

4.3.         Payment Terms. Unless stated otherwise in an applicable Order or Service Terms, Client will pay as applicable (i) any Invoiced Amount within 30 days of the invoice date and (ii) at least 25% of Project Service Fees before the Project Service begins. Any Project Service Fees must be paid in full before commencement of the applicable Service.

4.4.          Disputed Charges. Client acknowledges the correctness of any Fees or invoiced amount and waives all claims related to the Fees or invoiced amount unless disputed in good faith within 15 days after the date charged. Client’s dispute as to a portion of any Fees or invoice will not give Client the right to withhold or delay payment on any undisputed amount.

4.5.          Late Fees. The balance of any undisputed amounts past due will be subject to a late fee of the lesser of 1.5% per month or maximum permitted by applicable Law until Client pays all amounts due. Client will be liable for all collection expenses incurred by CareRev, including reasonable attorneys’ fees.

4.6.          Suspension or Restriction of Services. CareRev may suspend or restrict Services (including access to or use of the Platform) in whole or in part (i) if Client has a balance of any undisputed amounts over 30 days past due, (ii) if Client materially breaches any term or condition of this Agreement, or (iii) in CareRev’s reasonable discretion for any legal, regulatory, fraud, safety, or security reason.

4.7.          Expenses. Unless specified otherwise, upon invoice from CareRev, Client will reimburse CareRev for all pre-approved, reasonable expenses incurred by CareRev while performing the Project Services, including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the Project Services. CareRev will include reasonably detailed documentation of all such expenses with each related invoice.

4.8.          Taxes. Client will pay all applicable Taxes associated with its purchases hereunder, unless Client provides CareRev with a valid tax exemption certificate authorized by the appropriate taxing authority. Client will pay Taxes directly to the appropriate taxing authority, as applicable. Client and CareRev will reasonably cooperate in all matters relating to Taxes.

5.             Confidentiality.

5.1.          Generally. Each Party will protect the Confidential Information of the other Party(ies) in at least the same manner that it protects its own confidential information of a similar nature, and in no event using less than a reasonable standard of care. Absent the disclosing Party’s prior express written permission, the receiving Party will not (i) use the disclosing Party’s Confidential Information other than as necessary to perform its obligations under this Agreement or (ii) disclose the disclosing Party’s Confidential Information to any person or organization (other than its Representatives who “need to know” the disclosing Party’s Confidential Information to carry out the purpose of this Agreement). Each Party will be liable for any misuse or improper disclosure of Confidential Information by its Representatives. CareRev’s Confidential Information includes any Orders (including any pricing), Audit Reports, Services Data, and any non-public or proprietary data or information concerning the Services. Confidential Information is and will remain the property of the disclosing Party. The obligations stated in this subsection will survive for a period of 3 years following the termination or expiration of this Agreement.

5.2.          Exclusions. Confidential Information will not include any information that (a) is or becomes generally known to the public, other than from an act or omission of the receiving Party or its Representatives, (b) was rightfully known to a Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party, (c) is lawfully received from a third party without breach of any obligation owed to the disclosing Party, or (d) was independently developed by a Party without access to or use of the disclosing Party’s Confidential Information, as evidenced by written records of such independent development.

5.3.          Compelled Disclosure. Each Party may disclose Confidential Information in response to judicial, governmental, or administrative process, reporting requirement, or order (“Legal Process”), provided such disclosure is in accordance with applicable Law. As part of any Legal Process, the receiving Party will promptly notify the disclosing Party and furnish to the disclosing Party a copy of the process compelling such disclosure, and will permit the disclosing Party to assume, at its expense, but with the receiving Party’s cooperation, defense of such disclosure demand. If the disclosing Party does not contest the Legal Process, or a final order or ruling is issued compelling disclosure of Confidential Information by the receiving Party, the receiving Party may disclose such information in compliance with the Legal Process.

5.4.          Injunctive Relief. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there may be no adequate remedy at law for a Party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching Party. Therefore, upon any such breach or threat thereof, the Party alleging breach may seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the necessity of posting a bond.

6.             Ownership, Data, and Feedback.

6.1.          CareRev Ownership. Except for any limited rights expressly granted in this Agreement, CareRev and its licensors retain all right, title, and interest in and to the Services (including the Platform), Project Services, Documentation, and Services Data, any enhancements, developments, or improvements to the foregoing, and all related intellectual property and proprietary rights therein. None of the Services, Project Services, or any enhancements, developments, or improvements thereto will be considered “works made for hire,” even if paid for by Client. The Platform is provided as an online service only. Client will have no right to review, access, or use the source or object code for the Services, including the Platform.

6.2.          Protected Health Information. Client acknowledges that the performance of CareRev's obligations under this Agreement does not involve the use or disclosure of PHI. Client will not provide CareRev with PHI, and CareRev will not receive, use, disclose, or otherwise process PHI on Client's behalf. Consequently, Client agrees that CareRev is not a “business associate” of Client, as defined in 45 C.F.R. §160.103, for purposes of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.

6.3.          Client Data. As between Client and CareRev, Client owns its Client Data. Client grants CareRev a non-exclusive, sublicensable, royalty-free, and fully paid-up right and license to use, disclose, and otherwise process the Client Data for the Services or as otherwise allowed under this Agreement. Subject to this Section 6, Client’s Confidential Information includes its Client Data. CareRev may use and otherwise process any de-identified or aggregated data or information derived from Client Data for its internal business purposes, such as analytics and improvements to CareRev’s products and services.

6.4.         Services Data. All Services Data is CareRev’s exclusive property. During the Term, Client may use Services Data, as may be provided or made available by CareRev, only as necessary for the Services and in accordance with this Agreement. Client may not disclose Services Data to any party or person other than as may be expressly permitted by Section 5 of this Workforce Agreement.

6.5.          Feedback. Client may elect to provide suggestions, ideas, or other feedback (“Feedback”) to CareRev in connection with the Services (including the Platform) or Project Services. CareRev will be free to exercise all rights in such Feedback without restriction and without compensating Client.

7.             Warranties and Disclaimer.

7.1.          Warranties.

a).            Generally. Each Party represents and warrants that: (i) it has full right, power, and authority to enter into and fully perform its obligations under this Agreement, including the right to bind any party it purports to bind to this Agreement, and (ii) it will comply with all Laws applicable to its activities in connection with this Agreement and its business. Each Party is responsible for its own compliance with applicable Laws, and nothing in this Agreement will be construed to transfer such responsibility from one Party to another Party. The Parties agree that the intent of this Agreement will be construed as legally compliant with Stark, Anti-Kickback, and other healthcare Laws.

b).            Services. CareRev warrants that during the term for the applicable Service: (a) the Service will perform materially in accordance with the applicable Documentation and (b) the overall functionality of the Service as described in the applicable Documentation will not be materially decreased. CareRev will use commercially reasonable efforts to correct any non-conformance with the warranty in this subsection at no additional charge to Client. If CareRev is unable to successfully correct the non-conformance within 30 days of CareRev’s receipt of written notice from Client detailing the non-conformance, then Client may terminate the non-conforming Service and, if applicable, receive a pro rata refund of any prepaid, unused Fees for the non-conforming Service. The remedies in this subsection will be Client’s sole remedy and CareRev’s entire liability for any non-conformance with or breach of the warranties in this subsection. The warranties in this subsection apply only if Client has utilized the applicable Service in accordance with this Agreement, including the Documentation, and applicable Law.

c).            Project Services. CareRev warrants that the Project Services will be performed in a good and workpersonlike manner consistent with applicable industry standards. As Client’s sole remedy and CareRev’s entire liability for any breach of the foregoing warranty stated in this subsection, CareRev will, at its sole option and expense, promptly re-perform the non-conforming Project Services or refund to Client the fees, if any, paid for the non-conforming Project Services, provided that Client notifies CareRev of the non-conformance no later than 10 days after delivery of such Project Services.

7.2.          Disclaimer. EXCEPT AS PROVIDED IN SECTION 2.2 OF THIS WORKFORCE AGREEMENT AND THIS SECTION 7, AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CLIENT AGREES THAT THE SERVICES (INCLUDING THE PLATFORM), ANY PROJECT SERVICES, THE SERVICES DATA, AND ANY OTHER MATERIALS OR INFORMATION ARE PROVIDED OR MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. CAREREV DOES NOT WARRANT THAT THE SERVICES (INCLUDING THE PLATFORM) WILL MEET CLIENT’S REQUIREMENTS OR CLIENT’S OBLIGATIONS UNDER APPLICABLE LAW OR BE UNINTERRUPTED, DEFECT FREE, OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CAREREV DISCLAIMS AND CLIENT WAIVES ALL CLAIMS REGARDING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS AGREEMENT, THE SERVICES, OR ANY PROJECT SERVICES, INCLUDING NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAREREV MAKES NO WARRANTY REGARDING ANY THIRD-PARTY APPLICATION WITH WHICH THE SERVICES MAY INTEROPERATE.

8.             Indemnification and Insurance.

8.1.          Indemnification by Client and CareRev. Subject to Section 9 of this Workforce Agreement, each Party will defend, indemnify, and hold harmless the other Party(ies) and their directors, officers, employees, agents, successors, and assigns from and against any Losses in connection with any Claims to the extent arising from the Indemnitor’s: (i) failure to comply with applicable Law, (ii) material breach of any section of applicable Service Terms or an Order, in each case that expressly states it is subject to this Section 8.1, or (iii) gross negligence, fraud, or willful misconduct; provided, however, an Indemnitor’s obligations in this Section 8.1 will not apply to the extent the Losses are caused by the negligence, willful misconduct, breach of this Agreement, or unlawful act of or by an Indemnitee.

8.2.          Indemnification by CareRev. Subject to Section 9 of this Workforce Agreement, CareRev will defend Client from any Claims brought against Client to the extent alleging that a Service infringes any patent, copyright, or trademark or misappropriates any trade secret of a third party (“Infringement Claim”). Respecting any Infringement Claim, CareRev may, at its option: (i) obtain the right to permit Client to continue using the Service, (ii) modify or replace the relevant portion of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate the applicable Order as to the infringing Service and provide a pro rata refund of any prepaid, unused Fees for such infringing Service. Notwithstanding the foregoing, CareRev will have no liability for any Infringement Claim if it results from: (1) modifications to the Service made by a party other than CareRev, (2) the combination of the Service with other products, processes, or technologies (where the infringement would have been avoided but for such combination), or (3) Client’s use of the Service other than in accordance with this Agreement. The obligations stated in this Section 8.2 are CareRev’s sole obligations, and Client’s sole remedies, with respect to infringement or misappropriation of third-party intellectual property or proprietary rights of any kind.

8.3.          Indemnification Requirements. A Party seeking indemnification under this Section 8 (“Indemnitee”) must give the indemnifying Party (“Indemnitor”) the following: (a) prompt written notice of any Claim for which the Indemnitee intends to seek indemnification, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, and (c) control over the defense and settlement of the Claim, provided that the Indemnitee may participate in the defense of the Claim at its sole expense. An Indemnitor will obtain the Indemnitee’s prior express written approval (such approval not to be unreasonably withheld or delayed) to settle any Claim if such settlement: (i) arises from or is part of any criminal action, suit, or proceeding, (ii) contains a stipulation to or admission or acknowledgment of any liability or wrongdoing by Indemnitee, (iii) requires any specific performance or other equitable remedy by the Indemnitee, or (iv) requires the payments of any amounts by the Indemnitee. A Party’s obligations under Sections 8.1 and 8.2 of this Workforce Agreement are independent of its other obligations under this Agreement.

8.4.          Insurance. During the Term, CareRev will maintain general liability insurance, technical errors and omissions coverage, automobile coverage, and cyber liability coverage. During the Term, Client will maintain insurance in the coverages and amounts required under applicable Law. Any other insurance coverage will be as described in the applicable Order or Service Terms.

9.             Limitations of Liability.

9.1.          EXCEPT FOR ANY BREACH OF SECTION 3.2, SECTION 5.1, OR SECTION 6 OF THIS WORKFORCE AGREEMENT, AND TO THE MAXIMUM EXTENT UNDER APPLICABLE LAW, NO PARTY WILL BE LIABLE TO ANY PARTY OR TO ANY THIRD-PARTY OR PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2.          EXCEPT FOR CLIENT’S OBLIGATIONS IN SECTION 4 OR ANY BREACH OF SECTION 3.2, SECTION 5.1, OR SECTION 6 OF THIS WORKFORCE AGREEMENT, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY SERVICE TERMS) AND THE SERVICES WILL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

9.3.          THE PARTIES AGREE THAT THIS SECTION 9 REFLECTS AN AGREED-UPON ALLOCATION OF RISK AND IS AN ESSENTIAL BASIS OF THE AGREEMENT WITHOUT WHICH THE TERMS OF THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. NOTHING IN THIS SECTION 9 WILL LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

10.           Term, Termination, and Effect of Termination.

10.1.        Term. This Agreement starts on the Effective Date and continues until (i) the stated terms in all Orders have expired or (ii) otherwise terminated as provided in this Agreement (“Term”). Any Subscription or Project Service commences on its start date and continues for the term stated in the applicable Order. Unless specified otherwise in an applicable Order, a Subscription will automatically renew for an additional term equal to the expiring term, unless Client or CareRev gives the other notice of non-renewal at least 180 days prior to the end of the then-current term.

10.2.        Termination for Cause. Client or CareRev may terminate this Agreement immediately by written notice to the other in the event (i) any material breach of this Agreement by the other remains uncured 30 days after receipt of written notice of the breach, or (ii) the other becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon any termination for cause by Client pursuant to this subsection, and, if applicable, CareRev will refund Client a pro rata portion of any prepaid, unused Subscription Fees that cover the remainder of the applicable term after the effective date of termination and a pro rata portion of any prepaid, unused Project Service Fees that cover any Project Services that have not been delivered as of the effective date of termination.

10.3.        Events Upon Termination. Upon expiration or termination of this Agreement, all rights and subscriptions granted to Client and all Orders will immediately terminate, Client’s access to the Platform will immediately cease, and each Party will cease performance and promptly return or destroy any of any other Party’s Confidential Information or other materials in its possession or control. Termination of any Order applies to the specific Services in such document and does not terminate other Orders. Termination or expiration will not affect Client’s payment obligations CareRev (e.g., Fees, including Subscription Fees) in connection with activities prior to termination or expiration of, as applicable, this Agreement or any Order. Termination for any reason other than termination by Client pursuant to Section 7.1(b) or Section 10.2 of this Workforce Agreement will not relieve Client of its obligation to pay any future amounts (e.g., Subscription Fees) due as part of a Subscription.

10.4.        Survival. Sections 1, 2.5, 3.1, 3.2, 3.3, 3.4, 4, 5, 6, 7.2, 8, 9, 10, and 11 of this Workforce Agreement and any other provisions of this Agreement which, by their terms, require performance after the termination or expiration of this Agreement, or have application to events that may occur after such termination or expiration, will survive the termination or expiration of this Agreement.

11.           General.

11.1.        Governing Law; Dispute Resolution. This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to any principles of conflicts or choice of laws. The Parties will endeavor, in good faith, to resolve any dispute or claim arising from or relating to the Services, Project Services, or this Agreement (including the breach, termination, enforcement, validity, or interpretation thereof) (“Dispute”) through the following negotiation process: (1) the Parties’ respective senior Finance or Legal representatives will consult and negotiate with each other and attempt to resolve the Dispute within 30 days of written notice of the Dispute; and (2) if they fail to resolve the Dispute within that 30-day time period, the Parties’ respective CEOs or CEO designees will consult and negotiate with each other and attempt to resolve the Dispute. If the Parties do not resolve the Dispute within 60 days of the initial written notice of the Dispute, then, upon notice by a Party to the other, all Disputes will be finally settled by arbitration before a single neutral arbitrator in a location mutually agreed by the Parties, via videoconference if mutually agreed, or, if the Parties cannot agree, in a location determined by such arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (available at: https://www.jamsadr.com). The Parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If, for any reason, a claim proceeds in court rather than in arbitration, the Parties each waive any right to a jury trial. The Parties agree that a Party may bring a suit in court to enjoin infringement or other misuse of intellectual property rights. The Parties agree that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 

11.2.        Assignment. Except as expressly permitted in this subsection, no Party will assign this Agreement, or its rights or obligations hereunder, without prior express written consent of the other Party(ies). A Party may assign this Agreement in its entirety, including its rights and obligations, without consent of the other Party(ies) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement will be binding upon, will inure to the benefit of, and will be enforceable by, each of the Parties and their respective successors and permitted assigns. Any assignment or transfer in violation of this subsection will be void and without effect.

11.3.        Marketing. Client consents for CareRev to include Client’s name and logo in CareRev’s client lists and to refer to Client on its website, in marketing materials, and in business conversations as a client; with respect to any such use, CareRev will comply with any written marketing guidelines that Client may deliver to CareRev. Subject to the foregoing, no Party may issue any press release or similar public statement regarding the subject matter of this Agreement without the consent of the other Party(ies), which consent will not be unreasonably withheld.

11.4.        Notices. Any legal notice under this Agreement by Client to CareRev will be effective one business day after deposit with a nationally recognized express courier or via certified mail, return receipt requested, to the attention of CareRev’s Legal Department at 2108 N Street, Suite 4037, Sacramento, CA 95816 and a copy has been sent to the following email address: legal@carerev.com. Except as otherwise permitted in this Agreement, any legal notice under this Agreement by CareRev to Client will be effective (i) one business day after deposit with a nationally recognized express courier or via certified mail, return receipt requested, to the Client address specified in any Order or (ii) the day of sending by email to the Client email address specified in any Order or Client’s Platform account. Client is responsible for keeping up to date the email address(es) in any Order and its Platform account. Billing-related notices to Client may be provided by email to the relevant billing contact designated by Client.

11.5.        Force Majeure. To the extent a Party is prevented or delayed in performance by a Force Majeure Event, the affected Party will be excused from such performance and liability to the extent of such prevention or delay; provided, however, that if the affected Party is prevented or delayed from performing for more than 90 days, the other Party may terminate this Agreement upon 30 days’ written notice.

11.6.        Non-Waiver and Severability. No waiver of any provision of this Agreement will be effective unless made in writing. The failure of a Party to assert any of its rights under this Agreement will not be deemed to constitute a waiver of that Party’s right thereafter to enforce any provision of this Agreement in accordance with its terms. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

11.7.        Relationship of the Parties. Each Party is acting in an independent capacity and is not an employee, agent, or authorized representative of another Party. This Agreement will not be deemed to create any exclusivity, partnership, joint venture, or other business combination between or among the Parties. Each of Client and CareRev may utilize subcontractors to perform its obligations under this Agreement and will be responsible for its subcontractors’ performance. There are no third-party beneficiaries to this Agreement.

11.8.        Good Faith and Fair Dealing. The Parties agree to operate in good faith and fair dealing. Without limiting the foregoing, Client will provide commercially reasonable information and assistance to CareRev to enable CareRev to deliver the Services.

11.9.        Entire Agreement; Amendments. This Agreement, including any Orders, this Workforce Agreement, any applicable Service Terms, and any applicable Documentation, constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes any prior or contemporaneous agreements, writings, or understandings. This Workforce Agreement and any Order as it applies to any particular Client may be amended solely in a writing signed by an authorized representative of each Party; provided, however, CareRev may update any Service Terms or Documentation at any time. Any changes or modifications to Service Terms or Documentation are effective upon their posting. To the extent of any actual conflict, the order of precedence will be: (i) the applicable Order, (ii) this Workforce Agreement, (iii) the applicable Service Terms, and (iv) the applicable Documentation. There are no conditions, agreements, representations, warranties (express or implied), or covenants that are not specified in this Agreement. No provisions in Client’s purchase orders or other business forms will modify, supersede, or otherwise alter the terms of this Agreement.

11.10.       Etc. Whenever used in this Agreement, unless otherwise specified, (a) the terms “include,” “including,” “e.g.,” “for example,” “such as,” and other similar terms are deemed to include the term “without limitation” immediately thereafter; and (b) the phrases “CareRev may,” “CareRev will determine,” and other similar terms mean CareRev may decide the applicable matter in its sole discretion. Any Order or other document may be executed in counterparts and signed electronically by the Parties. The Parties agree that the Agreement has been negotiated by the Parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against a Party. Headings are for reference purposes only and will not affect the meaning or interpretation of the Agreement. Any reference to a section will refer to all subsections of that section unless otherwise stated.