BACKGROUND

Clarion has developed an artificial-intelligence-powered workflow automation platform-as-a-service for healthcare organizations that
(a) automates phone- and SMS-based workflows to interact conversationally with patients and take certain actions within other clinic systems such as electronic health records and eFax and (b) includes a dashboard that allows system configuration and detailed interaction records including transcripts, recordings, and metadata (the “Clarion Platform”). As used in the Agreement, the term “Clarion Platform” includes any updates that are made generally available by Clarion to customers at no additional charge during the Term (as defined in Section 5.1), but expressly excludes any upgrades or additional services that are made available by Clarion for an additional charge. 

For the purposes of the Health Insurance Portability and Accountability Act of 1996 and associated regulations, as may be amended from time to time (“HIPAA”), Clarion is a business associate to Customer and, as further described in Section 2.2, simultaneously with their entry into this Agreement, Customer and Clarion will enter into a HIPAA-compliant business associate agreement that, among other things, will permit Customer to transmit certain “Protected Health Information” (as defined under HIPAA) regarding Customer’s patients to Clarion. 

If Customer is a management services organization, (i) Customer will check the box on the Order Form indicating the same and (ii) the Agreement between the Parties relates solely to the practice managed by Customer and identified on the applicable Order Form (the “Practice”).

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1. GRANT OF RIGHTS; RESTRICTIONS
   
   1. Clarion Platform. Clarion will make the Clarion Platform available to Customer via the internet during the Term pursuant to the terms and conditions of the Agreement. Subject to the terms and conditions of the Agreement, Clarion hereby grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Clarion Platform through the Authorized Users (as defined in Section 1.3) during the Term from and within the United States of America solely for Customer’s internal use in connection with the treatment, care, and coordination of Patients. A “Patient” is a Customer patient (or if Customer is a management services organization) a Practice patient. 
   2. Clarion Software. Subject to the terms and conditions of this Agreement, Clarion hereby grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right and license to
      (a) download and install any software applications and application programming interfaces provided by Clarion used to facilitate access and use of the Clarion Platform and any Clarion software installed or embedded by Clarion on the Customer Systems (as defined below), in object code format only (collectively, the “Clarion Software”, and together with the Clarion Documentation (as defined below), Clarion Platform, and related technology, the “Clarion Technology”) on Customer’s (including its Authorized Users’) systems and (b) to use the Clarion Software, in each case of the foregoing (a) and (b) from and within the United States of America solely (i) for Customer’s internal use in connection with the treatment, care, and coordination of Patients and (ii) to access and use the Clarion Platform as permitted by this Agreement.
   3. Authorized Users; Audit. “Authorized Users” means employees of Customer (and, if Customer is a management services organization, the employees or contractors of the Practice) and third-party independent contractors (such as care team members), each of whom are authorized to access and use the Clarion Technology as permitted by this Agreement using unique user identifiers and passwords provided to Customer by Clarion. Customer will not make available the Clarion Technology to any person or entity other than Authorized Users. Customer is solely responsible and liable for all acts and omissions of its Authorized Users, including any breach of this Agreement by such Authorized Users. Customer will cooperate with Clarion if Clarion wishes to monitor Customer’s compliance with this requirement (such cooperation to include providing Clarion access to premises to inspect the way the Clarion Technology is accessed and used) (an “Audit”). If an Audit reveals that the Clarion Technology has been accessed or used by anyone who is not an Authorized User, Clarion may terminate this Agreement immediately upon written notice.
   4. Account Passwords and Security. Customer is responsible for ensuring that each Authorized User maintains the confidentiality of the password and other account information that the Authorized User uses to access the Clarion Technology. Customer will be fully responsible for any and all activities that occur under the passwords or accounts of Authorized Users. Customer agrees to immediately notify Clarion of any unauthorized uses of passwords or accounts or any other breach of security relating to the Clarion Technology. Clarion will not be liable for any loss or damage arising from Customer’s failure to comply with Customer’s security obligations and this Section 1.4. 
   5. Clarion Documentation. Subject to the terms and conditions of this Agreement, Clarion hereby grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable right and license to internally use any user manuals, operator instructions, and other documentation regarding the Clarion Technology delivered or made available by Clarion hereunder (“Clarion Documentation”) solely in connection with its exercise of the rights granted in Sections 1.1 and 1.2(a).
   6. Limitations. The following limitations and restrictions apply to Customer:
      
      1. Customer will not provide access to the Clarion Technology to any person who is not an Authorized User. Customer will immediately terminate access of Authorized User if such Authorized User no longer meets the definition of Authorized User, breaches terms of this Agreement, or is indicted for any crime related to the provision of healthcare services.
      2. Except as expressly permitted hereunder, Customer will not, nor will Customer permit or authorize any Authorized User or third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Clarion Technology; (ii) modify, translate or create derivative works based on the Clarion Technology or any portion thereof; (iii) copy  sublicense, resell, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Clarion Technology; (iv) use the Clarion Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Clarion Technology or related systems, hardware or networks or any content or technology incorporated in any of the foregoing; (vi) upload or otherwise make available through the Clarion Technology any Customer Data (as defined below) that is harmful, pornographic, discriminatory, objectionable or that interferes with or disrupts the Clarion Technology or servers or networks by which it is provided; (vii) remove, obscure or alter any proprietary notices or labels of Clarion, its suppliers or other service providers on the Clarion Technology; (viii) use the Clarion Technology or any information contained therein or otherwise provided by Clarion or its licensors for the purposes of developing, or having developed, any products or services competitive with the Clarion Technology; (ix) use the Clarion Technology for activities where use or failure of the Clarion Technology could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control (“High Risk Activities”); or (x) otherwise access or use the Clarion Technology in a manner inconsistent with this Agreement or applicable law. Notwithstanding anything to the contrary in this Agreement, Clarion has no liability with respect to use of the Clarion Technology for High Risk Activities.
   7. Rights Regarding Customer Content and Customer Branded Experience.
      
      1. Clarion will rebrand the applicable Clarion Platform and certain Clarion Software as a private-labeled service/application using Customer’s brands, except that Clarion may include in the applicable private-labeled Clarion Platform and Clarion Software attribution of Clarion, such as “powered-by Clarion.” 
      2. Clarion may use the brands (including logos) and content that Customer makes available to Clarion (collectively, the “Customer Content”) to customize the applicable Clarion Technology for Customer and inform Patients of the availability of Customer products and services and other information about Customer and/or the Practice through the Patient’s interaction with certain Customer Systems and Patient-facing Clarion Technology. Customer hereby grants to Clarion a non-exclusive, non-transferable (subject to Section 12.3), fully paid-up, royalty-free, sublicensable license to copy, use, display, distribute, modify and create derivative works of the Customer Content to brand and make available the Clarion Technology for the purpose of providing the Clarion Technology under this Agreement and otherwise to perform Clarion’s obligations under this Agreement.
2. USES OF DATA; RESERVATION OF RIGHTS  
   
   1. Customer Data; Customer Content. 
      
      1. Customer owns the data and information (i) input by Customer through Authorized Users into the Clarion Technology; (ii) imported from Customer’s electronic medical record and/or management system (or related software and systems) into the Clarion Technology; (iii) otherwise provided directly from Customer to Clarion; or (iv) relating to the services provided by Customer to a Patient, including any information input by Patients into the Customer Systems or applicable Clarion Technology (including via Third-Party Systems (as defined below)) to obtain services from, or information about, Customer or the Practice, as applicable (collectively, “Customer Data”). As between Customer and Clarion, Customer will be responsible for ensuring the accuracy, quality, content, and legality of Customer Data and for the submission of Customer Data. Customer also owns the Customer Content. Customer reserves any and all right, title and interest in and to the Customer Data and Customer Content other than the licenses expressly granted to Clarion under this Agreement. 
      2. Customer hereby grants to Clarion a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers providing services to Clarion), non-transferable (subject to Section 12.3) right and license to copy, distribute, display, modify, create derivative works of, and otherwise use the Customer Data that does not constitute Protected Health Information to (i) perform its obligations set forth in this Agreement; (ii) derive or generate Telemetry (as defined below); and (iii) to comply with applicable laws. For the avoidance of doubt, once Telemetry has been derived or generated, it does not constitute Customer Data. “Telemetry” means information generated from use of the Clarion Technology, such as technical logs, data, metrics, and learnings related to use of the Clarion Technology, which information does not identify Customer, Authorized Users, Patients, or any natural human persons as the source thereof. Clarion may use and exploit Telemetry without restriction.
   2. Protected Health Information. The Parties acknowledge that the Customer Data may include Protected Health Information. The Parties agree to comply with the terms and conditions of the Business Associate Agreement available at clarionhealth.com/baa (the “BAA”). The BAA is hereby incorporated by reference into these Standard Terms. Customer will not input, upload, import, or submit to the Clarion Platform or otherwise provide to Clarion any information to which disclosure or access is prohibited under applicable privacy or confidentiality laws, rules, or regulations. Customer hereby represents and warrants that, to the extent required by HIPAA or other applicable law, it has obtained a validly executed authorization from all Patients and Authorized Users and obtained any required consents, as applicable, to permit Clarion to use Customer Data as set forth herein.
   3. Output. Clarion (including its service providers) collects and receives certain data when responding to queries or other prompts made by Customer (including its Authorized Users) and Patients through the Clarion Technology. This data generation and collection process may be conducted, in whole or in part, using technologies that use or rely upon artificial intelligence, machine learning techniques, and other similar technology and features. In response to Customer’s (including its Authorized Users’) and Patient’s queries and prompts made through the Clarion Technology, Clarion may make available to Customer, Authorized User, or Patient (as applicable) certain of these data, as well as related information, content, and other materials (collectively, “Output”). Output will be provided in a form and format reasonably determined by Clarion, and such delivery will occur through means reasonably determined by Clarion. Customer acknowledges that Output may be inherently probabilistic and may be inaccurate, incomplete, or inappropriate. Clarion does not warrant the accuracy, completeness, reliability, or clinical appropriateness of any Output. The Clarion Technology is not designed or intended to be a substitute for professional medical advice, diagnosis, or treatment, and is not FDA-approved or cleared for use in any clinical decision-making capacity. Customer is solely responsible for reviewing, interpreting, and validating any Output from the Clarion Technology before relying on it in any healthcare context, including any decisions made by Customer or its personnel or agents in connection with Patient care or clinical operations.
   4. Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback to Clarion with respect to the Clarion Technology or other Clarion products, services, or other technology (“Feedback”). To the extent Customer provides Clarion with Feedback, Clarion has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use or incorporate Feedback into any of its products, services, technology, or other materials.
   5. Clarion Ownership. Customer acknowledges and agrees that, as between the Parties, Clarion retains all rights, title, and interest in and to the Clarion Technology; all improvements, updates, and modifications of the foregoing; all copies or parts thereof (by whomever produced); and all related intellectual property rights. Except for those rights expressly granted in the Agreement, Clarion grants no rights and hereby expressly reserves any and all rights in and to the foregoing.  
3. RESPONSIBILITIES; SERVICES; THIRD-PARTY SYSTEMS
   
   1. Customer Responsibilities.
      
      1. Clarion Technology. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Clarion Technology and notify Clarion promptly of any such unauthorized access or use; and (ii) use the Clarion Technology only in accordance with the Clarion Documentation, applicable laws, and the terms of this Agreement. Customer is solely responsible for setting through the Clarion Technology any specific parameters to be monitored and the actions that should be taken (including the scheduling or cancellation of any appointment, collection of payment, transmission of any data to or from any third party specified by or on behalf of Customer, or Patient outreach) in the event of any inaction, action, or request by a Patient interacting with the Customer Systems (including as integrated with or utilizing any Clarion Technology) or otherwise and whether any escalation to Customer should occur and with respect to which events, requests, inputs, or lack thereof those escalations should occur (collectively, “Parameters”). 
      2. System Access. Customer hereby grants to Clarion (and its contractors and service providers providing services to Clarion) a non-exclusive, worldwide, royalty-free, fully paid-up right during the Term to access and use Customer’s or (if Customer is a management services organization) the Practice’s electronic medical record and/or management system, telephonic systems, and related software and systems (“Customer Systems”) as necessary for Clarion to perform its obligations under this Agreement.
      3. Delays. Clarion is not responsible for any delays to Clarion’s performance of its obligations under this Agreement due to Customer’s failure to timely comply with its obligations in this Section 3.1, the applicable Statement of Work, or to provide Clarion with complete and accurate Customer Data.
   2. Clarion Responsibilities. Clarion will use commercially reasonable efforts to provide the Clarion Platform in a manner that minimizes errors and interruptions in accessing the Clarion Platform, as set forth in the Service Level Agreement available at clarionhealth.com/sla (the “SLA”). Clarion will provide second tier technical support to Authorized Users for issues and questions arising from the operation of the Clarion Platform, as set forth in the SLA. Clarion will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Customer Data that this Agreement does not expressly authorize.
   3. Services. From time to time, Clarion may agree to provide additional implementation, integration, consulting and other services (the “Services”) described in the Order Form or a statement of work that is executed by both Parties and expressly references this Agreement (each, a “Statement of Work”). All Services will be provided in accordance with the provisions of this Agreement and the applicable Statement of Work. In providing the Services, Clarion will utilize only qualified and appropriately trained personnel and will be solely responsible for assuring that such personnel are appropriately qualified and trained to provide Services under this Agreement. Each Statement of Work will contain a description of the tasks to be performed, a schedule of payments and payment terms (if applicable) and any additional terms and conditions as the Parties may wish to include. Customer will provide Clarion with the items and assistance necessary for Clarion to complete the Services. Any dates or times relevant to performance by Clarion hereunder will be appropriately and equitably extended to account for any delays or change in assumptions due to Customer. Upon execution of any Statement of Work, the terms and conditions of such Statement of Work are hereby incorporated into and become part of this Agreement.
   4. Third-Party Systems. The Clarion Technology and related Services may support integration with third-party systems, platforms, add-ons, services, or products not provided by Clarion (“Third-Party Systems”). Use of any Third-Party Systems integrated with or made available through the Clarion Technology or Services is subject to Customer’s agreement with the relevant provider and not this Agreement. Clarion does not control and has no liability for Third-Party Systems, including their security, functionality, operation, availability, or interoperability with the Clarion Technology or how the Third-Party Systems or their providers use Customer Data. By enabling a Third-Party System to interact with the Clarion Technology or configuring any Parameter that relates to a Third-Party System, Customer authorizes Clarion to access and exchange Customer Data with such Third-Party System on Customer’s behalf.
4. FEES
   
   1. Fees; Payment Terms. Customer will pay to Clarion the total fees as set forth on the Order Form or Statement of Work, as applicable, in accordance with the payment schedule set forth therein. Unless otherwise agreed by the Parties, Customer authorizes Clarion (through the Processor (as defined below)) to automatically bill Customer’s payment instrument or bank account designated through Customer’s Processor account on the periodic basis specified in, and in accordance with, the Order Form or Statement of Work, as applicable. If the Parties agree that payment of fees will instead be made pursuant to invoices sent by Clarion, Customer will pay all invoiced amounts within fifteen (15) days of the receipt of such invoice. All fees paid are non-refundable. If payment of any fees (including any reimbursement of expenses) is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law, and Customer will pay all reasonable expenses of collection. In addition, if any past due payment has not been received by Clarion within five (5) days from the time such payment is due, Clarion may suspend access to the Clarion Technology until such payment is made. Clarion may increase the pricing for the upcoming Renewal Term (as defined below) upon at least sixty (60) days’ notice (which may be sent by email) prior to the end of the then-current term. 
   2. Net of Taxes. All amounts payable by Customer to Clarion hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Clarion. Customer will not withhold any Taxes from any amounts due to Clarion.
   3. Third Party Payment Processor. CLARION DOES NOT PROCESS ANY PAYMENTS DUE HEREUNDER. To facilitate payments due hereunder via bank account, credit card or debit card, Clarion currently uses Stripe, Inc. (“Processor”), a third-party payment processor. The payment processing services currently provided by Processor are subject to the Processor Connected Account Agreement, which includes the Processor Services Agreement (collectively, the "Processor Services Agreement"). By agreeing to this Agreement, Customer agrees to be bound by the Processor Services Agreement, as the same may be modified by Processor from time to time. As a condition of Clarion enabling payment processing services through Processor, Customer represents and warrants to Clarion that any information about its payment instruments and/or bank accounts is true and that it is authorized to use the payment instrument and/or bank account, as applicable. Customer also hereby authorizes Clarion to share such information and other transaction information related to its use of the payment processing services provided by Processor. Customer hereby authorizes Processor to store and automatically continue billing its specified payment method, even after such payment method has expired, to avoid interruptions in payment for Customer’s access and use of the Clarion Technology, without need for further approval. Please contact Processor for more information. Clarion may replace Processor at any time and will notify Customer of any such change. Upon making any such change, this paragraph will be deemed modified to replace Processor with any such new processor designated by Clarion. Clarion assumes no liability or responsibility for any payments made through Processor.
   4. Alternative Payment Processing Fees. Customer will pay all amounts due exclusively through the Processor. Payment via physical checks or any form of mail-in payment is expressly prohibited to ensure efficient and secure processing of transactions. If Customer chooses to pay via physical check or through electronic payment methods that incur additional fees for Clarion, Customer will be charged an additional fee amounting to ten percent (10%) of the total invoice value. This processing fee is intended to cover the extra processing costs associated with these payment methods. Clarion’s fees do not include costs associated with payment, such as wire transfer fees. Customer is responsible for any such additional costs.
   5. Overage Charges. If Customer’s use of the Clarion Technology exceeds any usage limits set forth on this Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in the manner provided herein. Clarion reserves the right to change the overage fees and to institute new overage or related fees at the end of the Initial Term or then-current Renewal Term, upon sixty (60) days’ prior written notice to Customer (which may be sent by email).
5. TERM, TERMINATION
   
   1. Term. Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this Agreement will be as set forth on the Order Form. Thereafter, unless this Agreement terminates earlier in accordance with the terms of this Agreement, this Agreement will automatically renew for additional successive renewal terms having the length set forth on the Order Form (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either Party delivers to the other Party written notice of the Party’s intent not to renew at least thirty (30) days prior to the end of the then-current Term. If no Renewal Term is specified in the Order Form, then the Term of this Agreement will end at the conclusion of the Initial Term. Clarion may, from time to time, amend these Standard Terms, and will post such amended Standard Terms on Clarion’s website at clarionhealth.com/standardterms, noting the date of the last such amendment. Upon the commencement of any Renewal Term, this Agreement will renew on the then-current version of these Standard Terms.
   2. Termination. Either Party may terminate this Agreement (a) in the event of a breach of this Agreement by the other Party that is not cured within thirty (30) days (or ten (10) days in the event of non-payment) after the breaching Party receives notice of such breach; or (b) upon the commencement of any bankruptcy proceeding (or other insolvency proceeding) of the other Party or the dissolution of the other Party. In addition, Clarion may terminate this Agreement immediately in the case of a breach by Customer of Section 1.6. Neither Party will incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination by such Party (or expiration) that complies with the terms of the Agreement whether or not such Party is aware of any such damage, loss, or expenses. 
   3. Effect of Termination. Customer will pay in full for the use of the Clarion Platform up to and including the last day on which access to the Clarion Platform is provided. Except as expressly stated herein, upon expiration or termination of the Agreement, (a) all rights granted hereunder and all obligations of Clarion to provide the Clarion Technology or the Services will immediately terminate; (b) Customer will immediately cease access and use of the Clarion Technology; and (c) each Party will return or destroy all copies or other embodiments of the other Party’s Confidential Information. Upon expiration or termination of the Agreement, Clarion will cease use of the Customer Content. Upon Customer’s written request within thirty (30) days after such expiration or termination, Clarion will make available to Customer an export of Customer Data in Clarion’s systems in a format reasonably requested by Customer. After the expiration of such thirty (30) day period, Clarion may at its discretion purge Customer Data from its systems.
   4. Survival. Upon expiration or termination of the Agreement, all obligations in the Agreement will terminate, provided that Sections 1.6 (Limitations), 2 (Uses of Data; Reservation of Rights), 4 (Fees), 5.3 (Effect of Termination), 6 (Confidentiality), 7.3 (Disclaimer), 8 (Limitations of Liability), 9 (Indemnification), and 12 (General) will survive. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.
6. CONFIDENTIALITY 
   
   1. Definition. The Parties anticipate that they will exchange Confidential Information (as defined below) during the Term. “Confidential Information” means any and all tangible and intangible information, either written, oral, or in any other medium, disclosed or made available by a Party (“Disclosing Party”) to the other Party (the “Receiving Party”), including research and development, patents or trade secrets, financial information, know-how, designs, samples, processes, methodologies, manuals, vendor names, supplier lists, customer lists and other information related to clients, employee lists, databases, sales and marketing information, and computer programs, or any other confidential information or proprietary aspects of the business of the Disclosing Party. The Clarion Technology, Telemetry, and the terms and conditions of this Agreement are Clarion’s Confidential Information. The Customer Data is Customer’s Confidential Information. Information will not be considered to be Confidential Information to the extent that the Receiving Party can prove by reliable written record that such information: (a) is already known to the Receiving Party free of any restriction at the time it is obtained by the Receiving Party; (b) is subsequently learned from an independent third party free of any restriction or obligation of confidentiality and without breach of this Agreement; (c) becomes publicly available through no wrongful act of the Receiving Party; or (d) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party. 
   2. Obligations. The Receiving Party will maintain the confidentiality of the Disclosing Party’s Confidential Information. The Receiving Party will protect all Confidential Information received from the Disclosing Party with the same degree of care used by the Receiving Party to protect its own confidential information of like importance from unauthorized use or disclosure, but in no event less than a reasonable degree of care. The Receiving Party will only use the Disclosing Party’s Confidential Information to exercise its rights and perform its obligations under this Agreement. Notwithstanding any provision of this Agreement, the Receiving Party may disclose the Disclosing Party’s Confidential Information, in whole or in part to the Receiving Party’s employees, officers, directors, consultants, contractors and/or professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound by written agreements (or, in the case of professional advisors, are bound by ethical duties) imposing confidentiality and nonuse obligations with respect to such Confidential Information no less restrictive than those set forth in this Section 6. In addition, the Receiving Party may disclose the Disclosing Party’s Confidential Information if required to be disclosed by law, court order, or subpoena, provided that the Receiving Party will exercise reasonable efforts to notify the Disclosing Party in writing prior to disclosure and will limit such disclosure to the extent legally permissible. The Receiving Party acknowledges that (a) the provisions contained in this section are reasonable and necessary to protect the legitimate business interests of the Disclosing Party and (b) its breach of this Section 6 will cause irreparable damage to the Disclosing Party and agrees that the Disclosing Party will be entitled to seek injunctive relief from a court of competent jurisdiction as a result of any breach as well as such further or other equitable relief as may be granted by such court, without the necessity of posting a bond or proving actual damages. Any right, power, or remedy provided under this Agreement to the Disclosing Party will be cumulative and in addition to any other right, power, or remedy provided under this Agreement or existing in law or in equity (including the remedies of injunctive relief and specific performance).
7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER 
   
   1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into the Agreement and to perform its obligations hereunder; (b) the execution of the Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) the Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
   2. Representation, Warranties and Additional Covenants of Customer. Customer represents, warrants, and covenants to Clarion that (a) it has and will have all rights necessary and full legal authority to (i) provide Clarion with the Customer Data and Customer Content and to comply with the BAA; (ii) input, import, upload, or submit Customer Data to the Clarion Technology or otherwise provide Customer Data to Clarion; and (iii) grant the rights in and to Customer Data and Customer Content granted in the Agreement; and (b) Customer will not violate any laws, rules, regulations, policies or contractual commitments in its provision of Customer Data or Customer Content hereunder or its access and use of the Clarion Technology.
   3. Disclaimer. CUSTOMER UNDERSTANDS AND AGREES THAT (A) CLARION IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR THE PROVISION OF HEALTHCARE SERVICES OR PROFESSIONAL OR MEDICAL ADVICE AND (B) THE CLARION TECHNOLOGY IS NOT A REAL-TIME SAFETY MONITOR. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CLARION TECHNOLOGY AND OUTPUT IS PROVIDED STRICTLY ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, CLARION MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. CLARION EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CLARION DOES NOT WARRANT THAT THE CLARION TECHNOLOGY OR OUTPUT IS ERROR-FREE OR THAT OPERATION OF THE CLARION TECHNOLOGY WILL BE SECURE OR UNINTERRUPTED, THAT CLARION WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. CLARION DOES NOT WARRANT OR SUPPORT ANY THIRD-PARTY SYSTEMS. CLARION IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS, TECHNOLOGY, OR SERVICES OUTSIDE CLARION’S CONTROL (INCLUDING THOSE PROVIDED BY CLARION’S SERVICE PROVIDERS). CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY. 
8. LIMITATIONS OF LIABILITY
   
   1. Disclaimer of Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW), IN NO EVENT WILL EITHER PARTY (OR ITS SUPPLIERS OR LICENSORS) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS, OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. 
   2. General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THE AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO CLARION UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
   3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Section 1.6 (Limitations) ; (b) either Party’s breach of Section 6 (Confidentiality) (but excluding claims relating to Customer Data); or (c) amounts payable to third parties under the Indemnifying Party’s (as defined below) obligations in Section 9 (Indemnification). 
   4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
9. INDEMNIFICATION
   
   1. Indemnification by Clarion. Clarion will indemnify, defend, and hold harmless Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party or incurred by the Customer Indemnified Parties (including reasonable attorneys’ fees) arising from, directly or indirectly, any claim, demand, or allegation by a third party that arises out of any copyright infringement or trade secret misappropriation claim that involves, relates to or concerns the Clarion Technology (except for claims for which Clarion is entitled to indemnification under Section 9.2, in which case Clarion will have no indemnification obligations with respect to such claim). Clarion will have no liability or obligation under this Section 9.1 with respect to any Liability if such Liability occurs during any Pilot (as defined below) or is caused in whole or in part by (a) any Customer Data, Customer Content, Customer System, or Third-Party System; (b) modification of the Clarion Technology by any party other than Clarion without Clarion’s express consent; (c) the combination, operation, or use of the Clarion Technology with other product(s), data, or services where the Clarion Technology would not by itself be infringing; (d) any third-party artificial intelligence models or services integrated into or used by the Clarion Technology; or (e) unauthorized or improper use of the Clarion Technology. If the use of the Clarion Technology by Customer has become, or in Clarion’s opinion is likely to become, the subject of any claim of infringement, Clarion may at its option and expense (i) procure for Customer the right to continue using the Clarion Technology as set forth hereunder; (ii) replace or modify the Clarion Technology to make it non-infringing so long as the Clarion Technology has at least equivalent functionality; (iii) substitute an equivalent for the Clarion Technology; or (iv) if options (i)–(iii) are not reasonably practicable, terminate the Agreement and refund to Customer any pre-paid, unused fees for the terminated portion of the Term. This Section 9.1 states Clarion’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party. 
   2. Indemnification by Customer. Customer will indemnify, defend and hold Clarion and the officers, directors, agents, and employees of Clarion (“Clarion Indemnified Parties”) harmless from Liabilities that are payable to any third party or incurred by the Clarion Indemnified Parties (including reasonable attorneys’ fees) arising from, directly or indirectly, any claim, demand, or allegation by a third party arising from or related to (a) any use by Customer of the Clarion Technology or any portion thereof in violation of this Agreement; (b) a breach or alleged breach by Customer of Section 7.2; (c) use of the Customer Data, Customer Content, or Customer Systems as permitted by this Agreement; (d) any Parameters or any medical services or other services provided by Customer or (if Customer is a management services organization) the Practice; (e) Third-Party Systems; or (f) the acts and omissions of, or provision of any products or services to Customer, the Practice, and/or Patients by, any third party (excluding any contractor or service provider of Clarion acting in such capacity in connection with the provision of the Services). 
   3.  Indemnification Procedure. If a Customer Indemnified Party or an Clarion Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 9.1 or Section 9.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense, and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder (other than relating to use of the Clarion Technology, when Clarion is the Indemnifying Party), such consent not to be unreasonably withheld, conditioned, or delayed.
10. PILOTS AND TRIALS
    
    1.  If Customer receives access to Clarion Technology or features thereof (including related credentials) on a free or trial basis, or as an alpha, beta, or early access, during any pilot period or validation period (as each may be specified on the Order Form) (“Pilot”), use of the foregoing is permitted only for Customer’s internal evaluation during the period designated in the Order Form or otherwise by Clarion (or if not designated, thirty (30) days). Pilots are optional and either Party may terminate Pilots at any time for any reason. Clarion Technology (including related features and credentials) made available in connection with any Pilot may be inoperable, incomplete, or include features that Clarion may never release, and their features, performance information, and related credentials are Clarion’s Confidential Information. Notwithstanding anything else in this Agreement, Clarion provides no warranty, indemnity, or support for Pilots, and its liability for Pilots will not exceed US$50.
11. PUBLICITY
    
    1. Neither Party may publicly announce that the Parties have entered into this Agreement, except with the other Party’s prior consent or as required by applicable law. However, Clarion may include Customer and its trademarks in Clarion’s customer lists, website, and promotional materials but will cease further use at Customer’s written request.
12. GENERAL
    
    1. Export. Customer may not remove or export from the United States or allow the export or re-export of the Clarion Technology or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. 
    2. Severability. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. 
    3. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, however, that either Party may assign this Agreement without the other Party’s consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other party involved in such transaction. Any assignment or attempted assignment by either Party otherwise than in accordance with this Section 12.3 will be null and void. 
    4. Entire Agreement; Amendments; Waivers. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments, and modifications must be in a writing signed by both Parties, except as otherwise provided herein. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Clarion; any of these Customer documents are for administrative purposes only and have no legal effect. 
    5. Conflicts in Interpretation. In the event of a conflict between any term or condition of these Standard Terms and any Order Form, the applicable term or condition of these Standard Terms will govern unless and solely to the extent that the Parties expressly state in such Order Form that they intend to override the terms and conditions of these Standard Terms. In the event of a conflict between these Standard Terms and the BAA, the BAA will govern with respect to the subject matter thereof. In the event of a conflict between any term or condition of this Agreement and any Statement of Work, the applicable term or condition of this Agreement will govern unless and solely to the extent that the Parties expressly state in such Statement of Work that they intend to override the terms and conditions of this Agreement.
    6. Independent Contractors; No Third-Party Beneficiary. No agency, partnership, joint venture, or employment is created as a result of the Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever; provided that the Parties do not intend the foregoing to restrict Clarion from performing its obligations under the Agreement. There are no third-party beneficiaries of this Agreement.
    7. Subcontractors. Clarion may use subcontractors and permit them to exercise Clarion’s rights, but Clarion remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. 
    8. Notices. All notices under the Agreement will be in writing and sent to the recipient’s address set forth in the Order Form and will be deemed to have been duly given when received, if personally delivered; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 
    9. Force Majeure.  Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Further, Clarion will not be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay results from (a) unavailability, degradation, or changes to upstream artificial intelligence services or models provided by third parties; or (b) changes in applicable laws, regulations, or regulatory interpretation that materially impact Clarion’s ability to provide the Clarion Technology as currently configured. 
    10. Governing Law; Venue. The Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. For all disputes relating to the Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. 
    11. Injunctive Relief. Customer acknowledges that any unauthorized use of the Clarion Technology will cause irreparable harm and injury to Clarion for which there is no adequate remedy at law. In addition to all other remedies available under the Agreement, at law or in equity, Customer further agrees that Clarion will be entitled to injunctive relief in the event Customer accesses or uses the Clarion Technology in violation of the limited license granted herein or uses the Clarion Technology in any way not expressly permitted by the Agreement. 
    12. Government End-Users. Elements of the Clarion Technology may include commercial computer software. If the user or licensee of the Clarion Technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Clarion Technology or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Clarion Technology was developed fully at private expense. All other use is prohibited.
    13. Headings; Interpretation. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All uses in this Agreement of “including” and similar terms will be interpreted to mean “including without limitation.”
    14. Counterparts. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.