ONLINE TERMS AND CONDITIONS

These Online Terms and Conditions ("Online Terms") are part of the Master Services Agreement between the Practice Group named in it ("Practice Group") and Preventative Health and Diagnostics, Inc., a Colorado corporation d/b/a Allergy 123 ("Company"), each a "Party" and together the "Parties." They apply to each Master Services Agreement that identifies this version, and to any other Master Services Agreement from the date this version takes effect for it under Section 1.2 of the MSA. In these Online Terms, "this Agreement" means that Master Services Agreement, including its Order Form and Incorporated Documents, and the "MSA" means the signed Master Services Agreement document itself. Capitalized terms not defined here have the meanings given in the MSA. If these Online Terms conflict with the MSA, the order of precedence in Section 1.4 of the MSA controls. These Online Terms, with their prior versions, are published at https://allergy123.com/legal/master-services-terms/. The Price List, Service & Product Matrix, and Qualified Patient Loss Credit Policy are not published here; they are available to Practice Group in Company's customer portal at dashboard.allergy123.com once its account is set up.

1. Definitions

"Authorized User" means an individual member of Practice Group's workforce whom Practice Group authorizes to use the Software.

"Authorized User Terms" means Company's terms of use and acceptable use policy that each Authorized User accepts when logging in to the Software.

"Executed Patient Test" means a patient allergy test that the Software displays as Complete. Incomplete, abandoned, training, demonstration, test-record, and voided entries are not Executed Patient Tests.

"Licensed Provider" means a physician or other health care professional whom Practice Group names in the Order Form, or in a later notice to Company, and who holds an active license that authorizes them to order and receive prescription-only products for Practice Group.

"Location" means each clinic named in the Order Form or added under Section 4.7.

"Program Fee" means the fee for Practice Group's selected plan stated in the Order Form, charged per Executed Patient Test or per Location per month.

"Software" means Company's software, customer portal, and related documentation.

"Starter Package" means the startup package each Location buys, whose contents are described in the Service & Product Matrix.

"Test Kit" means the antigens and supplies needed for 1 patient allergy test. "Tray & Test Kit Package" means 1 allergy testing tray and 20 Test Kits sold together as a single product. Test Kits are not sold separately.

"Therapy Kit" means a 1-year therapy kit: the antigens and supplies needed to prepare 1 patient's customized immunotherapy for 1 treatment year.

"Treatment Analytics" means information the Software generates from data Practice Group enters, such as allergen cross-reactivity, regional prevalence, and a starting antigen selection.

2. Program and Software

2.1 Program support. Company may provide products, the Software, training, and operational support. Training, Software output, including Treatment Analytics, protocols, templates, reports, and answers to Practice Group's questions are informational support for Practice Group's licensed providers and are subject to Section 5 (Clinical Independence).

2.2 Treatment Analytics. The Software may present Treatment Analytics, including a starting antigen selection, to support the treating provider's selection. Treatment Analytics are informational. Company does not prescribe, approve, or direct any treatment. The treating provider selects, changes, or replaces any antigen and makes all treatment decisions.

2.3 Clinical materials. Company will identify the version or date of the clinical materials it provides and will notify Practice Group of any material safety-related revision or withdrawal. Practice Group will use the current materials Company makes available, remove superseded materials from use when Company instructs, and ensure that its providers apply current labeling, applicable law, and professional standards. Clinical materials do not amend this Agreement.

2.4 Licensed Provider. Before Company ships prescription-only products, Practice Group will name in the Order Form a Licensed Provider for each Location who is authorized under applicable law to order and receive them for Practice Group; the same Licensed Provider may be named for more than one Location. Practice Group will keep this information current, including when a provider changes or a license expires, and will give Company ordering information on request under Section 4.5(g). Company may verify a Licensed Provider's license and may withhold shipment of prescription-only products until it does.

2.5 Authorized Users. Practice Group will give Software access only to Authorized Users who need it, require each of them to use an individual account and accept the Authorized User Terms, keep each user's role and Locations accurate, and promptly remove access when a user's role or need ends. Practice Group is responsible for its Authorized Users' use of the Software and for the security of its own devices, networks, and accounts. The Authorized User Terms govern each individual's use of the Software and do not change Practice Group's obligations under this Agreement.

2.6 Availability, changes, and support. Company will use commercially reasonable efforts to keep the Software available but does not guarantee any level of uptime, any response time, or error-free operation. Company may change the Software, including by adding, changing, or removing features. The Software may be unavailable for maintenance, security response, third-party failures, or a Force Majeure Event. Practice Group will maintain downtime procedures and will not use the Software as an emergency system or as its only source of information needed for immediate patient care. Support requests go to support@allergy123.com, and Company handles them during its normal business hours. Support is not an emergency medical service.

2.7 Records access. A suspension under Section 4.3 of the MSA does not end Practice Group's read-only access to its patients' records and service reports in the Software. If Practice Group asks within 30 days after this Agreement ends, Company will give Practice Group a copy of those records and reports. The Business Associate Agreement governs the return, destruction, or retention of protected health information.

3. Orders, Shipping, and Products

3.1 Orders. Practice Group may order products and services through the customer portal or another channel Company provides. An order is Practice Group's offer to buy. Company accepts an order only by written confirmation or by beginning fulfillment, and an automated receipt is not acceptance unless it says so. Acceptance depends on availability, payment and credit requirements, verification under Section 2.4, and applicable law. If Company declines an order after collecting payment, Company will refund that payment.

3.2 Backorders, substitutions, and discontinued items. Company will notify Practice Group of a material backorder or delay when practicable. For an accepted order, Company may fill the order, offer an alternative, or refund the unavailable portion. Practice Group may cancel a backordered item that is not custom-made at any time before it ships and receive a refund of its price. Company may substitute an equivalent item that does not materially reduce specifications, quality, or safety, but will not make a clinically material substitution without Practice Group's approval. Company may discontinue a product or service for future orders by notice to Practice Group.

3.3 Shipping and taxes. Prices exclude taxes. For A la Carte and Base, prices also exclude shipping, and Company may charge shipping, including after shipment. The Core Program Fee includes Company-selected standard shipping to each Location. Expedited, weekend, special-delivery, address-correction, redelivery, and similar charges are separate on every plan, and a request for special delivery authorizes the added charge. Practice Group will pay all applicable sales, use, and similar taxes unless it gives Company valid exemption documentation before invoicing.

3.4 Inspection, returns, and risk of loss. Practice Group will inspect each shipment promptly after delivery. Products are not returnable except for a Company error, a verified defect, a shortage, or shipping damage. Practice Group must report a shortage, incorrect item, or visible damage within 5 business days after delivery, and a concealed defect promptly after discovering it. For a problem reported on time, Company will, at its option, replace the item or credit its price, and that is Practice Group's sole remedy for a nonconforming product. Company will pass through to Practice Group any manufacturer warranty it is permitted to pass through. Risk of loss passes to Practice Group on delivery to the Location.

3.5 Storage and traceability. Practice Group will store, secure, and handle products according to their labeling and Company's instructions; limit access to authorized personnel; keep the lot, expiration, and other product information needed for traceability; and not use any product that is expired, damaged, improperly stored, adulterated, misbranded, recalled, or reasonably suspected to be compromised. Practice Group will quarantine affected product until Company gives instructions or the product is lawfully disposed of. Company will maintain the distribution records and the product-handling and recall procedures that the law requires for its wholesale distribution.

3.6 Complaints, safety events, and recalls. Each Party will promptly notify the other of any known or reasonably suspected product defect, temperature excursion, labeling error, loss or diversion, material complaint, adverse event, recall, withdrawal, or field correction involving a product supplied under this Agreement. Practice Group will stop or limit use of affected product and quarantine it when Company instructs or safety reasonably requires, will give Company the order, shipment, lot, and incident information it reasonably needs without unnecessary patient identifiers, and will cooperate with any investigation, return, correction, or destruction. Company will promptly share available safety and recall instructions and coordinate with the manufacturer, supplier, carrier, or regulator as appropriate. Each Party remains responsible for its own reporting, patient-care, and regulatory duties.

3.7 Managed equipment. Any tablet or other equipment Company provides remains Company's property, and Company may manage, lock, or erase it remotely. Practice Group will use it only for authorized purposes at its Location and will return it on request or when this Agreement ends, unless Company waives return in writing. Practice Group will pay Company's actual replacement cost if the equipment is lost, stolen, or damaged beyond ordinary wear while in Practice Group's control. Company is responsible for ordinary equipment failure and manufacturer defects. Additional equipment Practice Group requests is priced in the Price List and remains Company's property.

4. Fees and Billing

4.1 A la Carte Program Fee. On the A la Carte plan, the Program Fee is charged for each Executed Patient Test and collected automatically on the day the test is completed. Tests completed on the same day may be combined into one charge. A repeat test needed because the original was invalid or inconclusive is not charged again if it is completed within 30 days.

4.2 Base and Core Program Fees. For each Base or Core Location named in the Order Form on the Effective Date, the Starter Package includes the first monthly Program Fee billing period. The first separate Program Fee is charged on the first monthly anniversary of the Effective Date, so the initial term has 11 separately charged monthly Program Fees and each renewal term has 12. The included period is not a deferral, free trial, credit, or refund, has no cash value, and does not recur on renewal, reactivation, or a plan change. For a Location added later, Company charges a prorated Program Fee from the date the Location is added to the next monthly billing anniversary, and then the full Program Fee on each anniversary. Monthly Program Fees are paid in advance.

4.3 Payment schedule. Unless a Pricing Addendum states otherwise, or an accepted written quote under Section 3.1 of the MSA sets a different payment schedule for the quoted products or services, payments are due as follows:

(a) Deferred billing and installments apply only if Company approves them under Section 4.4. Otherwise the item is paid at order.

(b) Installments are $250 each, collected automatically about every 4 weeks until the Therapy Kit is paid, beginning within 2 weeks after the order. Installments from more than one Therapy Kit order may be collected together. Eligibility depends on the order date, and an approved installment schedule continues until paid, unless Section 4.4 of the MSA makes the balance due sooner.

(c) Therapy Kits billed monthly in arrears are collected automatically early in the month after the order.

(d) A collection that falls on a day that is not a business day for the Processor occurs on the Processor's next business day.

4.4 Credit terms. Deferred billing and installments are credit that Company may approve, limit, or decline at its discretion, and an approval is effective when recorded in a Pricing Addendum or later confirmed by Company in writing. Deferred billing on the Base plan requires a signed Personal Guaranty, and Company may require a Personal Guaranty or other credit support for Core. Company may reduce, suspend, or revoke deferred billing and installments for future orders, and may require prepayment, at any time without changing amounts already owed. The A la Carte plan receives no deferred billing, and Program Fees are never deferred.

4.5 Payment Methods and the Processor. This Section adds to Section 3 of the MSA.

(a) Required Payment Methods. A Practice Group with approved deferred billing or installments will keep both a card and a bank account in effect as Payment Methods, and Company may choose which to charge. No card surcharge applies to a charge Company chooses to place on the card while the bank account is in effect and usable.

(b) Failed payments. If a charge is declined, returned, or otherwise fails, or a Payment Method expires, is closed, is revoked, or stops working, Practice Group will set up a valid replacement within 5 business days after Company's notice. Company may retry the charge as the applicable payment network rules allow, charge any other Payment Method in effect, or invoice the amount. A failed charge remains due from its original due date for purposes of Section 4.3 of the MSA.

(c) Chargebacks and returns. Practice Group will raise any concern about a charge with Company under Section 4.6 before disputing it with its card issuer or bank. This does not limit Practice Group's rights with its card issuer or bank. A chargeback, return, or other reversal does not discharge the amount owed unless it reflects a valid refund or a Company billing error. Company will not charge a disputed amount to a Payment Method again without Practice Group's further authorization, but may collect it by invoice. To the extent the law allows, Practice Group will reimburse the actual, unreimbursed fee the Processor charges for a chargeback, return, or reversal that Company did not cause, which Company will invoice.

(d) Payment-method fees. Payment-method fees, including any card surcharge, are stated in the Price List and apply only as the law and payment network rules allow.

(e) Accounts Payable contact and notices. Company sends invoices, receipts, and payment notices by email to the Accounts Payable contact named in the MSA, as Practice Group updates it by notice. Company will give at least 7 days' notice before changing the regular schedule of a recurring charge, except as Section 4.3(d) provides.

(f) The Processor. The Processor is Company's service provider. It is not a party to or a third-party beneficiary of this Agreement, has no obligations under it, and is not responsible for Company's obligations. Payment credentials Practice Group gives the Processor are handled under the Processor's own terms and privacy practices. Company may change the Processor by notice to Practice Group. Practice Group's Payment Methods and authorizations continue with the new Processor where they can be transferred, and otherwise Practice Group will set up a Payment Method with the new Processor within 15 days after Company's notice.

(g) Orders by Practice Group's personnel. An order placed through the Software or another ordering channel Company provides, by an Authorized User or anyone else using Practice Group's accounts, is Practice Group's order and may be charged under Section 3.3 of the MSA without further authorization. Practice Group controls who may place orders for it and is responsible for every order placed through its accounts. Practice Group will keep its user accounts current so that Company's records show which individual submitted each order, and, on Company's request, will confirm the identity and role of the person who submitted an order within 5 business days. An order Company enters on Practice Group's behalf may be charged only if Practice Group requested it.

4.6 Billing disputes. To dispute a charge, Practice Group must email Company at the billing address shown on the invoice or receipt within 30 days after its date, identifying the charge, the disputed amount, and the reason, with reasonably available support and without patient names or other patient identifiers. A billing dispute is an operational request, not a notice of dispute under Section 5 of the MSA, and email alone is enough. Practice Group will pay all undisputed amounts on time and may not set off any claim against amounts it owes Company. While a timely, good-faith dispute is pending, the disputed amount is not overdue under Section 4.3 of the MSA. A charge not disputed within that time is accepted, except for fraud, a billing error Company identifies itself, or a charge for an entry later voided. If Company confirms an overcharge, Company will credit the amount against Practice Group's next amounts due, and a credit is not payable in cash unless the law requires, except that if no further amount can become due under this Agreement, Company will refund it to the Payment Method charged. Company may recover its reasonable collection costs, including attorneys' fees, for any past-due amount.

4.7 Plan and Location changes. One plan applies to all of Practice Group's Locations. For this Section, the plans rank from lowest to highest commitment: A la Carte, Base month-to-month, Base annual, Core.

(a) Moving up, and adding a Location. Adding a Location, or moving to a higher-ranked plan, requires a new Order Form signed by both Parties, and the change takes effect on the date that Order Form states (the "Change Date"). A move to Base annual or Core starts a new 12-month term under Section 2.1 of the MSA on the Change Date; a move from A la Carte to Base month-to-month continues the current term. An added Location is billed under Section 4.2 and does not change Practice Group's billing anniversary or restart its term.

(b) Billing on a move up. On a move from A la Carte, per-test Program Fees end and the monthly Program Fee for the new plan is charged on the Change Date, which becomes Practice Group's monthly billing anniversary. On any other move up, the new Program Fee starts on the next monthly anniversary, and on a move from Base to Core Practice Group also pays the prorated Program Fee difference for the rest of the current billing month. Prices for the new plan apply to orders placed on or after the Change Date. A plan change does not include a new Program Fee billing period under Section 4.2.

(c) Moving down, and removing a Location. Practice Group may move to a lower-ranked plan, or remove a Location, by notice given at least 90 days before the end of the then-current term, and the change takes effect at the start of the renewal term. On a plan covered by Section 2.2 of the MSA, Practice Group may instead move from Base month-to-month to A la Carte, or remove a Location, on 30 days' notice. On a move to A la Carte, the monthly Program Fee ends and per-test Program Fees begin on the date the move takes effect, A la Carte prices apply to orders placed from that date, and prepaid monthly Program Fees are not prorated or refunded. A Location removal does not prorate or refund any Program Fee already paid for a billing period that has begun. A move down does not restart the term, and Section 2.2 of the MSA applies from then on where it covers the new plan. Practice Group must keep at least 1 Location while this Agreement is in effect, so it may remove its last Location only by ending this Agreement under Section 2 of the MSA. Company will confirm any change under this Section 4.7(c) in writing, and the confirmation needs no signature from Practice Group.

(d) Relocation. Practice Group will give Company notice at least 30 days before a Location moves to a new address, and the Location stays the same Location at its new address. Until Company receives the notice, delivery to the old address counts as delivery to the Location.

4.8 Price changes. Company may change the Order Form prices for a renewal term by a notice that states the new prices, given at least 120 days before the end of the then-current term. Price List changes follow Section 1.2 of the MSA.

4.9 Tray Refresh. On the Base and Core plans, when a Tray & Test Kit Package reaches its labeled expiration date partly or wholly unused, Practice Group may apply a Tray Refresh adjustment to a replacement Tray & Test Kit Package for that Location.

(a) The expiring tray qualifies only if it stayed with the Practice Group and Location that bought it, still shows readable lot and expiration information, and was stored according to its instructions. A lost, damaged, mishandled, improperly stored, or prematurely discarded tray does not qualify.

(b) Practice Group must order the replacement Tray & Test Kit Package within 30 days after the tray expires, stating the number of compatible, unopened, usable Test Kits it keeps from the expiring tray. Company fills the order with 1 fresh tray and enough new Test Kits to bring the total to 20, and invoices the Tray & Test Kit Package at its Order Form price with a separate Tray Refresh line reducing it by the adjustment in the Price List.

(c) Company may verify the retained-kit count using Software activity, photographs, or other reasonable documentation, and may require return or documented destruction of the expiring tray. The adjustment applies once, to that order only. It has no cash value and cannot be banked, transferred, combined, or reused.

4.10 Qualified Patient Loss Credits. On the Base and Core plans, Practice Group may receive Qualified Patient Loss Credits under Company's Qualified Patient Loss Credit Policy, an Incorporated Document. Credits are not insurance, reimbursement for an unpaid or denied claim, or a refund.

4.11 Prepaid amounts when this Agreement ends. When this Agreement ends, Program Fees paid for a billing period that has begun, a Starter Package that Company has begun to deliver, and products Company has shipped are not refundable. If Practice Group terminates this Agreement under Section 4.1 of the MSA because of Company's uncured breach, or under Section 5.2 of the Business Associate Agreement, Company will refund the part of any prepaid Program Fee that covers the period after the termination date. Company may fill, or cancel and refund, any order it has not shipped when this Agreement ends.

5. Clinical Independence

5.1 No practice of medicine. Company does not practice medicine, and nothing in this Agreement requires or permits Company to diagnose, treat, or make clinical decisions for any patient. If any obligation of Company would be treated as the practice of medicine or another professional service that Company is not licensed to provide, that obligation is void and the rest of this Agreement remains in effect.

5.2 Clinical judgment. Practice Group and its licensed providers have sole authority and responsibility for all clinical decisions, including patient selection, diagnosis, treatment plans, prescriptions, and supervision of clinical staff. Company does not control or direct any clinical decision. Any protocol, recommendation, form, or material Company provides is for the licensed provider to accept, modify, or reject in their own professional judgment.

5.3 Patient care and records. Nothing in this Agreement restricts Practice Group's providers from referring a patient to any provider, recommending any treatment they believe is in the patient's best interest, or accessing their patients' records. Patient medical records belong to Practice Group, subject to the Business Associate Agreement.

6. Healthcare Compliance

6.1 No referral requirement. Nothing in this Agreement requires, and no payment under it is made in exchange for, the referral of any patient or the purchase, order, or recommendation of any item or service paid for by a federal or state health care program. Practice Group's providers remain free to use any supplier and to choose the products and services that are in their patients' best interests.

6.2 Fair market value. The Parties intend the fees under this Agreement to be consistent with fair market value for the products and services provided, negotiated at arm's length, and not based on the volume or value of any referrals between the Parties.

6.3 Compliance and billing. Each Party will comply with all laws that apply to its performance under this Agreement, including federal and state anti-kickback, self-referral, and fee-splitting laws. Practice Group is solely responsible for its billing, coding, and claims for services it provides to patients, including their accuracy and compliance with payor rules.

6.4 Excluded persons. Each Party represents that neither it nor any of its personnel performing under this Agreement is excluded from any federal health care program, and will notify the other Party promptly if that changes.

6.5 Authority and licenses. Each Party represents that it is validly organized and in good standing, that it has authority to enter into and perform this Agreement, and that its signer is authorized to bind it. Each Party will maintain the licenses, permits, and registrations its own activities under this Agreement require, including, for Practice Group, all professional and facility licenses and the licensure its Licensed Provider needs to order and receive prescription-only products. Practice Group will notify Company promptly if any of them is restricted, suspended, or lost, or if Practice Group or any of its providers becomes the subject of a government investigation or order that could affect its performance under this Agreement. Practice Group represents that it is the legal entity that operates each Location. A clinic operated by another legal entity, including an affiliate under common ownership, is not a Location under this Agreement and needs its own Master Services Agreement and Business Associate Agreement with Company. Company may rely on any Order Form, Pricing Addendum, notice, order, or request that an owner or officer of Practice Group, the person who signed the MSA, or an account administrator Practice Group designates in the Software signs or sends, and Practice Group is bound by it.

6.6 Government access to records. Only to the extent 42 C.F.R. § 420.302 or another law that applies directly to this Agreement requires it, each Party will make this Agreement and the books, documents, and records needed to verify the nature and extent of its costs available to the Secretary of Health and Human Services, the Comptroller General, or their authorized representatives for 4 years after the services are furnished, and will include the same requirement in any subcontract where the law requires it.

7. Patient Consent

7.1 Informed consent. Before any patient begins allergy testing or immunotherapy using Company's products, including immunotherapy the patient takes at home, Practice Group will obtain the patient's informed consent in a form that meets applicable law and the standard of care, and will obtain any further consent that the law or its providers require as treatment continues. Practice Group will keep each signed consent with the patient's record for as long as the law requires.

7.2 Forms. Any sample consent form or patient material Company provides is for Practice Group's providers to accept, modify, or reject. Practice Group is responsible for the content and adequacy of every form it uses.

7.3 Confirmation. On request, Practice Group will confirm in writing that it has met Section 7.1 and will make signed consents available for Company's review, subject to the Business Associate Agreement.

8. Confidentiality

8.1 Confidential Information. "Confidential Information" means all non-public information a Party (the "Discloser") discloses to the other Party (the "Recipient") in connection with this Agreement, in any form and whether or not marked confidential, including pricing, the terms of this Agreement, protocols, training materials, software, business plans, and customer information. Company's Confidential Information includes all non-public information about its program, products, and methods. Confidential Information does not include information that the Recipient can show (a) it already knew without a duty of confidentiality before disclosure, (b) is or becomes public through no fault of the Recipient, (c) it rightfully received from a third party without a duty of confidentiality, or (d) it developed independently without using the Discloser's Confidential Information. One element becoming public does not make any other element public.

8.2 Use and protection. The Recipient will use Confidential Information only to perform or receive the benefit of this Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, and advisors who need to know it for that purpose and are bound by confidentiality duties at least as protective as this Section. The Recipient is responsible for any breach by those people. Each Party may also disclose this Agreement and information about the Parties' relationship to its actual or prospective investors, lenders, and acquirers who are bound by a duty of confidentiality.

8.3 Required disclosure. If the law requires the Recipient to disclose Confidential Information, the Recipient will, where legally allowed, notify the Discloser within 2 business days, cooperate with any effort to limit the disclosure, and disclose only what is legally required.

8.4 Return or destruction. On request, or when this Agreement ends, the Recipient will return or destroy the Discloser's Confidential Information and certify in writing that it has done so, except for copies it must keep by law, including patient records, and copies in routine backups, which remain subject to this Section.

8.5 Duration. These obligations continue during this Agreement and for 5 years after it ends, and, for any trade secret, for as long as it remains a trade secret.

8.6 Protected health information. The Business Associate Agreement, not this Section, governs protected health information.

9. Intellectual Property and Data

9.1 Company Materials. Company owns all rights in its program, products, methods, protocols, software, portal, training and marketing materials, documentation, names, logos, and trademarks, and in all improvements to and works based on any of them, whoever creates them (together, "Company Materials"). This Agreement does not transfer any of those rights. If Practice Group acquires any right in Company Materials, it assigns that right to Company and will sign any document Company reasonably requests to confirm it.

9.2 License. During this Agreement, Company grants Practice Group a non-exclusive, non-transferable, non-sublicensable license to use the Company Materials that Company makes available, only to receive the benefit of this Agreement. Practice Group will not, and will not allow anyone else to, (a) copy, modify, or create works based on Company Materials, except to print copies for its own internal use, (b) reverse engineer any software or attempt to extract its source code, (c) remove or alter any proprietary notice, (d) share portal credentials or give access to anyone other than its own personnel, or (e) use Company Materials to develop or support a competing product or service. The license ends when this Agreement ends.

9.3 Names and marks. Practice Group may use Company's names, logos, and trademarks only in a form Company provides or approves in writing, and only to identify the products and services it offers under this Agreement. Company may identify Practice Group by name and logo as a customer in its marketing materials and customer lists.

9.4 Feedback. Company may use any suggestion or feedback from Practice Group or its personnel for any purpose, without payment or other obligation.

9.5 Data. Company owns all data, other than protected health information, that it generates or collects in operating its program, products, software, and portal, including ordering, usage, and performance data ("Program Data"). Company may use information it receives under this Agreement to perform this Agreement and, as the Business Associate Agreement permits, to create information de-identified under 45 C.F.R. § 164.514 and aggregated data that does not identify Practice Group. Company owns that de-identified and aggregated data and may use it for any lawful purpose, including improving its products and services, benchmarking, and research, during and after this Agreement. Section 8 does not restrict Company's use of Program Data or of de-identified or aggregated data. The Business Associate Agreement governs protected health information.

10. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY PROVIDES ALL PRODUCTS, SERVICES, SOFTWARE, AND MATERIALS "AS IS" AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT ANY PARTICULAR CLINICAL OUTCOME, INSURANCE REIMBURSEMENT, REVENUE, OR PROFIT, OR THAT ANY THIRD-PARTY PRODUCT OR SERVICE WILL REMAIN AVAILABLE. PRACTICE GROUP IS NOT RELYING ON ANY WARRANTY NOT STATED IN THIS AGREEMENT.

11. Limitation of Liability

To the maximum extent permitted by law, (a) Company and its affiliates, officers, employees, and agents are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or business, arising out of or relating to this Agreement, even if advised of their possibility, and (b) their total liability arising out of or relating to this Agreement, under any theory and including claims relating to products or services supplied by third parties, does not exceed the fees Practice Group paid to Company under this Agreement in the 12 months before the event giving rise to the claim. Practice Group acknowledges that Company's pricing reflects this allocation of risk.

12. Indemnification

12.1 Indemnity by Practice Group. Practice Group will defend, indemnify, and hold harmless Company and its affiliates, officers, employees, and agents from all losses, damages, liabilities, settlements, costs, and expenses, including reasonable attorneys' fees ("Losses"), arising out of any third-party claim relating to (a) professional services, diagnosis, or treatment provided by Practice Group or its personnel, (b) Practice Group's breach of this Agreement or violation of law, (c) the negligence or willful misconduct of Practice Group or its personnel, or (d) any other aspect of Practice Group's practice or business, except to the extent caused by Company.

12.2 Process. The indemnified Party must notify the indemnifying Party promptly of a claim and cooperate reasonably in its defense. A delay in notice relieves the indemnifying Party only to the extent the delay prejudices it. The indemnifying Party controls the defense, and the indemnified Party may take part with its own counsel at its own cost. The indemnifying Party may not settle a claim in a way that admits fault by, or imposes an obligation on, the indemnified Party without that Party's consent.

13. Insurance

Practice Group will maintain, at its own cost, (a) professional liability insurance covering Practice Group and its clinical personnel of at least $1,000,000 per claim and $3,000,000 in the annual aggregate, and (b) commercial general liability insurance of at least $1,000,000 per occurrence and $2,000,000 in the aggregate that names Company as an additional insured. Practice Group will provide certificates of insurance on request and will notify Company at least 30 days before any required coverage is cancelled or reduced. If any required coverage is written on a claims-made basis, Practice Group will keep it in force, or buy tail coverage, for at least 3 years after this Agreement ends.

14. Non-Solicitation of Company Personnel

During this Agreement and for 12 months after it ends, Practice Group will not, directly or indirectly, solicit for employment or engagement any employee or contractor of Company who provided products or services to Practice Group during the preceding 12 months. A general job posting not targeted at Company personnel is not a solicitation. If Practice Group hires or engages any such person during that period, Practice Group will pay Company a placement fee equal to 30% of that person's first-year annualized compensation. The Parties agree this fee is a reasonable estimate of Company's recruiting and training costs and is not a penalty.

15. Governing Law, Venue, and Disputes

15.1 Governing law, venue, and jury waiver. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The state courts in El Paso County, Colorado, and the United States District Court for the District of Colorado have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party consents to their personal jurisdiction and waives any objection to venue there. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.2 Equitable relief. A breach or threatened breach of Section 8 (Confidentiality), Section 9 (Intellectual Property and Data), or Section 14 (Non-Solicitation of Company Personnel) may cause irreparable harm for which money damages are not an adequate remedy. If that happens, the non-breaching Party may seek an injunction, specific performance, or other equitable relief without posting a bond or proving actual damages, in addition to any other remedy.

16. General

16.1 Assignment and successors. Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party's prior written consent, except that Company may, without consent, (a) assign this Agreement to an entity that controls, is controlled by, or is under common control with Company, to a successor by merger, consolidation, or reorganization, or to a buyer of all or substantially all of the business or assets to which this Agreement relates, and (b) assign its rights to a lender as security. Any attempted assignment that doesn't comply with this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

16.2 Subcontracting. Company may use subcontractors to perform any of its obligations under this Agreement without notice to or consent from Practice Group, and Company remains responsible for their performance. Practice Group may not subcontract or delegate any of its obligations under this Agreement without Company's prior written consent.

16.3 Force majeure. Neither Party is liable for a delay or failure to perform caused by an event beyond its reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, government action, labor disputes, supply-chain or carrier failures, utility or internet outages, and cyberattacks (a "Force Majeure Event"). This Section does not excuse any obligation to pay money. The affected Party must notify the other Party promptly and use reasonable efforts to resume performance. If a Force Majeure Event prevents a Party's performance for more than 120 days, either Party may terminate the affected services by notice to the other Party.

16.4 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the Parties, and neither Party has authority to bind the other or to make any representation or promise on the other's behalf.

16.5 No third-party beneficiaries. This Agreement benefits only the Parties and their permitted successors and assigns. Nothing in this Agreement gives any other person, including any patient or customer of either Party, any right, benefit, or remedy.

16.6 Amendments. Except for updates to the Incorporated Documents under Section 1.2 of the MSA, plan and Location changes under Section 4.7(c), and renewal price changes under Section 4.8, this Agreement may be amended only by a written document signed by both Parties. An exchange of emails, a course of dealing, or an oral agreement does not amend this Agreement.

16.7 Waiver. A waiver is effective only if it is in writing and signed by the Party giving it. Waiving one breach does not waive any other breach or any later breach of the same provision. A Party's failure or delay in exercising a right does not waive that right, and exercising part of a right does not prevent the Party from exercising the rest of it or any other right.

16.8 Cumulative remedies. Except where this Agreement states that a remedy is exclusive, each Party's rights and remedies under this Agreement are cumulative and are in addition to any other rights or remedies available at law or in equity.

16.9 Severability. Each provision of this Agreement is interpreted, wherever possible, to be valid under applicable law. If a provision is held invalid or unenforceable, it is enforced to the maximum extent permitted and, where possible, reduced in scope, duration, or area only as much as needed to make it enforceable. The rest of this Agreement remains in full force and effect.

16.10 Interpretation. Headings in this Agreement are for convenience only and do not affect its meaning. "Including" and similar words mean "including without limitation." The singular includes the plural and vice versa. A reference to a Section includes its subsections. No rule of interpretation applies against a Party because that Party drafted this Agreement.

16.11 Survival. Sections 1.4 (Order of precedence), 1.5 (Defined terms), 3 (Payment), 4.4 (Effect of termination), 5 (Notices), and 6 (General), and the second sentence of Section 2.2 (Flexible plans), of the MSA; Section 2.7 (Records access) and Sections 3 (Orders, Shipping, and Products) through 16 (General) of these Online Terms, except that the license in Section 9.2 ends as that Section states; and any other provision that by its nature is meant to continue, survive the expiration or termination of this Agreement. Expiration or termination does not relieve either Party of any obligation that arose before it, including any obligation to pay money.