Togthr Health: Comprehensive EHR Solution for Healthcare Practices

Togthr Inc. Terms and Conditions

Last Updated: June 6, 2024

Welcome to Togthr Inc. (“Company” , “we”, “our”, or “us”). These Terms and Conditions (“Terms”,“Agreement” ) govern your access to and use of our services, including our website, products, and services provided by Togthr Inc. through our website togthrworks.com (collectively, the “Service” ). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

Support Channel: care@togthrworks.com
Legal Channel: legal@togthrworks.com

Acceptance of Terms & Conditions

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms”, or “Agreement” ), govern your access to and use of the Service, including any content, functionality, and services offered on or through the Service.

These Terms are entered into by and between You and the Company. References to “you” and “your” mean, individually or collectively, as the context dictates, the individual user of the Service.

The Service is controlled and operated by the Company from its offices within India. The Company makes no representation that materials on the Service are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with all applicable local laws.

Privacy Notice

Please review our Privacy Notice at www.togthrworks.com for information on how we collect, use, and disclose personally identifiable information from users of and visitors to the Service. If any conflict exists between these Terms and our Privacy Notice, the Terms will prevail.

Accessing the Service & User Communications

3.1 Access

You are responsible for making all arrangements necessary for you to have access to the Service and ensuring that all persons who access the Service through your internet connection or devices are aware of these Terms and comply with them.

3.2 User Communications

You agree that the Company may contact you by electronic communication, including telephone or text messages, at any of the email addresses or phone numbers provided by you or on your behalf in connection with your use of the Service, including for marketing purposes. You are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply.

You also understand that you may opt out of receiving emails or text messages from us at any time either by texting the word “STOP” to any text message using the mobile device that is receiving the messages, by following the directions to opt-out at the bottom of any email and using the unsubscribe link contained in the email, or by contacting us at care@togthrworks.com.

Change to the Terms; Changes to Service

We may modify these Terms from time to time and, when making modifications, we will update the “June 6, 2024” date set forth above. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. However, any changes to the provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Service. Your continued use of the Service after the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of changes as they are binding on you.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service in our sole and absolute discretion without notice to you. We will not be liable if for any reason all or part of the Service is unavailable at any time. From time to time, we may restrict access to some parts of the Service to users.

Intellectual Property and Use Restrictions

5.1 Intellectual Property

The Service and its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (“Company Content” ) is owned by the Company, its licensors, or other providers of such material (collectively, and individually, “Company Content Providers”) and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree not to modify, copy, decompile, reverse engineer, distribute, transmit, share, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Company Content obtained from or through the Company.

The Service contains proprietary and copyright-protected information. Any unauthorized use of any Company Content contained on the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Service not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

5.2 Restrictions

You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in whole or in part. You will not upload, post, or otherwise make available on or via the Service, any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. You will indemnify the Company and its officers, directors, employees, and agents for any claims by third parties of infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from submission of material by you.

The Company Content and Service may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of the Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company without express written consent. You must not modify copies of any materials from the Service or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the express written consent of the Company. You may not misuse the Service. You may use the Service only as permitted by law. You must not access or use for any commercial purposes any part of the Service except as set forth in a separate agreement between you and the Company. You are solely responsible for ensuring that your use of the service or content is in accordance with applicable law.

Disclaimer of warranties

Togthr inc. Provides the service on an “as is” and “as available” basis. You expressly agree that your use of the service is at your sole risk.

To the fullest extent permitted by law, togthr inc. Disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Togthr inc. Does not warrant that the service will be uninterrupted, error-free, or free of viruses or other harmful components.

No advice or information, whether oral or written, obtained by you from togthr inc. Or through or from the service shall create any warranty not expressly stated in these terms. Without limiting the foregoing, togthr inc. Does not warrant or make any representations regarding the use or the results of the use of the service or any company content in terms of their correctness, accuracy, reliability, or otherwise.

Limitations of Liability

Togthr inc., its affiliates, licensors, service providers, employees, agents, officers, or directors will not be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the service, any websites linked to it, any content on the service or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain

Togthr inc. And its affiliates, licensors, service providers, employees, agents, officers, or directors will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, revenue, data, or use, incurred by you or any third party, whether in an action in contract, tort, or breach or failure of warranty, even if togthr inc. Has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, in no event will togthr inc.'s aggregate liability arising out of or in connection with these terms or from the use of or inability to use the service exceed the amounts you have paid to togthr inc. For use of the service or one hundred dollars ($100), if you have not had any payment obligations to togthr inc., as applicable.

The limitations of damages set forth above are fundamental elements of the basis of the bargain between togthr inc. And you.

Intellectual Property

8.1 Proprietary Rights

All rights, title, and interest in and to the Service, including all related software, algorithms, user interfaces, know-how, logos, trademarks, and other intellectual property rights therein, are and will remain the exclusive property of Togthr Inc. and its licensors. This Agreement does not convey any rights of ownership in or related to the Service to you.

8.2 License

Togthr Inc. grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely in accordance with these Terms. All rights not expressly granted herein are reserved by Togthr Inc.

8.3 Restrictions

You shall not (a) modify, copy, or create derivative works based on the Service; (b) frame or mirror any content forming part of the Service, other than on your own intranets or otherwise for your own internal business purposes; (c) reverse engineer, disassemble, or decompile the Service; (d) access the Service in order to build a competitive product or service; (e) copy any features, functions, or graphics of the Service.

8.4 Feedback

Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and Togthr Inc. will be free to use such feedback, comments, or suggestions as it sees fit and without any obligation to you.

Confidentiality

9.1 Definition

“Confidential Information” means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary,” or some similar designation or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2 Obligations

Each party agrees to (a) keep the other party's Confidential Information confidential; (b) not use the other party's Confidential Information for any purpose except to perform its obligations under these Terms; (c) not disclose the other party's Confidential Information to any third party except as permitted by these Terms or with the other party's prior written consent.

9.3 Exclusions

Confidential Information does not include information that (a) is or becomes publicly known through no breach of these Terms; (b) is known to the receiving party at the time of disclosure without breach of any obligation of confidentiality; (c) is received from a third party without breach of any obligation of confidentiality; (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

9.4 Required Disclosure

If the receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.

9.5 Return of Information

Upon termination of these Terms, each party shall promptly return or destroy all Confidential Information of the other party in its possession or control.

Payment Terms

10.1 Fees

Customer shall pay all fees specified in the applicable Order Form. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

10.2 Invoicing and Payment

Fees for the Service will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Togthr Inc. and notifying Togthr Inc. of any changes to such information.

10.3 Overdue Charges

If any invoiced amount is not received by Togthr Inc. by the due date, then without limiting Togthr Inc.'s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower, and/or (b) Togthr Inc. may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 10.2.

10.4 Suspension of Service and Acceleration

If any amount owing by Customer under this or any other agreement for the Service is 30 or more days overdue, Togthr Inc. may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Service to Customer until such amounts are paid in full.

10.5 Taxes

Togthr Inc.'s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively,"Taxes" ). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Togthr Inc. has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 10.5, Togthr Inc. will invoice Customer and Customer will pay that amount unless Customer provides Togthr Inc. with a valid tax exemption certificate authorized by the appropriate taxing authority.

10.6 Automatic Payment Terms

Customer authorizes Togthr Inc. to charge the credit card information provided, or debit the bank account information provided, as applicable, beginning as of the Effective Date and monthly thereafter, for all applicable fees due as defined in the Agreement. Customer understands that this authorization will remain in effect until it is canceled in writing and agrees to notify Togthr Inc. in writing of any changes in Customer's account information or termination of this authorization at least 15 days prior to the next billing date.

Term and Termination

11.1 Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

11.2 Term of Purchased Subscriptions

11.3 Termination

A party may terminate this Agreement for cause (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

11.4 Refund or Payment upon Termination

If this Agreement is terminated by Customer in accordance with Section 11.3(i), Togthr Inc. will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Togthr Inc. in accordance with Section 11.3(i), Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees payable to Togthr Inc. for the period prior to the effective date of termination.

11.5 Customer Data Portability and Deletion

Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Togthr Inc. will make Customer Data available to Customer for export or download. After that 30-day period, Togthr Inc. will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

11.6 Surviving Provisions

The sections titled “Fees and Payment,” “Proprietary Rights,” “Confidentiality,” “Disclaimers,”“Limitation of Liability,” “Indemnification,”“Governing Law and Dispute Resolution,” and “General Provisions” will survive any termination or expiration of this Agreement.

Proprietary Rights

12.1 Reservation of Rights

Togthr Inc. reserves all rights not expressly granted to Customer in this Agreement. Subject to the limited rights expressly granted hereunder, Togthr Inc. owns all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

12.2 Restrictions

Customer shall not (i) permit any third party to access the Service except as permitted herein or in an Order Form, (ii) create derivative works based on the Service except as authorized herein, (iii) copy, frame, or mirror any part or content of the Service, other than copying or framing on Customer's own intranets or otherwise for its own internal business purposes, (iv) reverse engineer the Service, or (v) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions, or graphics of the Service.

12.3 Customer Data

As between Togthr Inc. and Customer, Customer owns its data input into the Service. Customer grants Togthr Inc. a worldwide, limited-term license to host, copy, transmit, and display Customer Data, and any non-confidential insights derived therefrom, as necessary for Togthr Inc. to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, Togthr Inc. acquires no right, title, or interest from Customer or its licensors under this Agreement in or to any of Customer Data.

Confidentiality

13.1 Definition of Confidential Information

“Confidential Information” means all confidential information disclosed by a party ( “Disclosing Party”) to the other party ( “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes Customer Data; Togthr Inc.'s Confidential Information includes the Service and the terms and conditions of this Agreement and all Order Forms (including pricing); and Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes.

13.2 Protection of Confidential Information

The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

13.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

Indemnification

14.1 Indemnification by Togthr Inc.

Togthr Inc. shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Togthr Inc. written notice of the Claim Against Customer, (b) gives Togthr Inc. sole control of the defense and settlement of the Claim Against Customer (except that Togthr Inc. may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Togthr Inc. all reasonable assistance, at Togthr Inc.'s expense.

14.2 Indemnification by Customer

Customer shall defend Togthr Inc. against any claim, demand, suit, or proceeding made or brought against Togthr Inc. by a third party alleging that Customer Data, or Customer's use of the Service in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Togthr Inc.”), and shall indemnify Togthr Inc. for any damages, attorney fees, and costs finally awarded against Togthr Inc. as a result of, or for any amounts paid by Togthr Inc. under a court-approved settlement of, a Claim Against Togthr Inc.; provided that Togthr Inc. (a) promptly gives Customer written notice of the Claim Against Togthr Inc., (b) gives Customer sole control of the defense and settlement of the Claim Against Togthr Inc. (except that Customer may not settle any Claim Against Togthr Inc. unless it unconditionally releases Togthr Inc. of all liability), and (c) gives Customer all reasonable assistance, at Customer&aps;s expense.

14.3 Exclusive Remedy

This Section 14 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 14.

Term and Termination

15.1 Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

15.2 Term of Subscriptions

The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless Togthr Inc. has given Customer written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

15.3 Termination for Cause

15.4 Refund or Payment upon Termination

Upon any termination for cause by Customer, Togthr Inc. shall refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Togthr Inc., Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Togthr Inc. for the period prior to the effective date of termination.

15.5 Return of Customer Data

Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Togthr Inc. will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, Togthr Inc. will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in Togthr Inc.'s systems or otherwise in Togthr Inc.'s possession or control as provided in the Documentation, unless legally prohibited.

General Provisions

16.1 Export Compliance

The Service, other technology Togthr Inc. makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit any access or use of the Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

16.2 Anti-Corruption

Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Togthr Inc.'s employees or agents in connection with this Agreement. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Togthr Inc. at legal@togthrworks.com.

16.3 Entire Agreement and Order of Precedence

This Agreement is the entire agreement between Togthr Inc. and Customer regarding Customer's use of the Service and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

16.4 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

16.5 Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

16.6 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

16.7 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Governing Law and Dispute Resolution

17.1 Governing Law

This Agreement shall be governed by the laws of the State of Tamil Nadu, without regard to its conflict of laws principles.

17.2 Jurisdiction and Venue

The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in the State of Tamil Nadu to adjudicate any dispute arising out of or relating to this Agreement.

17.3 Waiver of Jury Trial

Each party hereby waives any right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

17.4 Dispute Resolution

In the event of any controversy or claim arising out of or relating to this Agreement, or the breach thereof, the parties shall first attempt to resolve the dispute through good faith negotiations. If the dispute is not resolved through negotiations, the parties agree to attempt to resolve the dispute through mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to litigation.

Notices

18.1 General

All notices required or permitted under this Agreement shall be in writing and delivered by email, personal delivery, or by certified mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon confirmation of receipt of email by the recipient's email server. Notices to Togthr Inc. shall be sent to legal@togthrworks.com.

18.2 Legal Notices

Legal notices to Customer shall be sent to the contact information provided in the Order Form.

Attorney's Fees

In the event of any proceeding or lawsuit brought by either party arising out of or relating to this Agreement, the prevailing party shall be entitled to receive its reasonable attorneys' fees and costs, including expert witness fees and all other expenses incurred in connection with the proceeding.

Publicity

Customer hereby consents to Togthr Inc. identifying Customer as a customer by name and logo in Togthr Inc.'s promotional materials, subject to Customer's right to revoke such consent in writing at any time. Upon such revocation, Togthr Inc. will have 30 days to process Customer's request.

Force Majeure

Neither party shall be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, floods, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.

No Third-Party Beneficiaries

This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

Equitable Remedies

Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will, in addition to any and all other rights and remedies that may be available to such other party at law, at equity, or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.

Limitation of Claims

No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first has actual knowledge of the facts giving rise to the cause of action.

Entire Agreement and Order of Precedence

25.1 Entire Agreement

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

25.2 Order of Precedence

In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement, together with any Order Form(s) and the Business Associate Agreement, states the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter.

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