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DocuSign Envelope ID: 91C2E157- 8278- 4CC8- BB64- 1C9F43AD2D28
<br />Content. Customer shall not provide any Customer Content
<br />subject to regulation under the Privacy Rule of the Health
<br />Insurance Portability and Accountability Act of 1996, as
<br />amended from time to time (collectively, "Protected Health
<br />Information ") without the advanced, written approval of IPRO.
<br />Customer agrees to indemnify, defend and hold IPRO
<br />harmless from any and all damages, cost, expenses, fines or
<br />other liabilities (including reasonable attorney fees and court
<br />costs) arising out of or related to any disclosure of Protected
<br />Health Information to IPRO in violation of this Section. Subject
<br />to the terms and conditions of this Agreement, Customer
<br />hereby grants to IPRO and its authorized agents and licensors
<br />the non - exclusive right to use, copy, distribute and display
<br />Customer Content solely in connection with IPRO's operation
<br />of, testing and improvements to the IPRO Cloud, performance
<br />of, testing and improvements to the Services, and
<br />envorcement of this Agreement. IPRO may also disclose
<br />information about Customer necessary to report Customer's
<br />usage of IPRO Cloud to IPRO's licensors. Customer, not
<br />IPRO, shall have responsibility for the accuracy, integrity, and
<br />reliability of Customer Content and Customer's use of IPRO
<br />Cloud, and IPRO shall not be responsible or liable for the
<br />deletion, correction, destruction, damage, loss or failure to
<br />store any of Customer Content or any destruction, damage,
<br />loss or failure caused by Customer's use of IPRO Cloud.
<br />Notwithstanding the foregoing, Customer grants to ]PRO and
<br />its licensors royalty -free, fully -paid up and non - exclusive
<br />license and right to use, store, analyze and aggregate the
<br />Customer Content for the sole purpose of IPRO performing
<br />the Service for Customer. IPRO understands that the
<br />Customer Content may contain information that is
<br />confidential, proprietary, privileged or otherwise non - public
<br />information. IPRO has implemented measures designed to
<br />keep the Customer Content confidential and shall not share
<br />or disclose such information to any third party for any purpose
<br />except as expressly authorized by Customer in writing. IPRO
<br />shall exercise the same degree of care with respect to the
<br />Customer Content as IPRO takes to safeguard and preserve
<br />its own confidential and proprietary information, which in all
<br />cases shall be at least a commercially reasonable level of
<br />care.
<br />4.3 Third Party Software. Customer acknowledges
<br />that (a) the IPRO Solution may contain components IPRO has
<br />licensed from various third parties, including Oracle USA, Inc.
<br />and its Affiliates (collectively, "Oracle "), including any
<br />upgrades, modified versions, updates, additions and copies
<br />thereof; (b) these third parties, including Oracle or Oracle's
<br />licensor, retains all ownership and intellectual property rights
<br />to such components; (c) that Oracle is a third party beneficiary
<br />of this Agreement; and (d) that the IPRO Solution may include
<br />source code that Oracle may provide as part of its standard
<br />shipment of such components, which source code shall be
<br />governed by the terms of the Agreement. Third party
<br />technology that may be appropriate or necessary for use with
<br />the Oracle components is specified in the Documentation and
<br />such third party technology is licensed to Customer only for
<br />use with the IPRO Solution under the terms of the third party
<br />license agreement specified in the Documentation and not
<br />under the terms of this Agreement.
<br />5. TERM AND TERMINATION.
<br />5.1 Term. This Agreement shall commence upon the
<br />above Effective Date and shall continue until terminated as
<br />defined in this Agreement.
<br />5.2 Termination. Customer may terminate this
<br />Agreement at any time; however, Customer will still be billed
<br />for the full month in which Customer terminated and any
<br />services rendered. IPRO may terminate this Agreement upon
<br />thirty (30) days prior written notice (fifteen (15) days in the
<br />case of payment obligations). Upon termination for any
<br />reason, Customer support for and all Customer access rights
<br />to the IPRO Solution shall cease. Sections 4, 5, 7 and 8 shall
<br />survive any termination of this Agreement.
<br />5.3 Effect of Termination. Upon termination of this
<br />Agreement (i) Customer shall return, purge and /or destroy all
<br />copies of any and all material relating to the IPRO Solution
<br />and provide written confirmation of the same upon reasonable
<br />request from IPRO, and (ii) IPRO shall no longer be required
<br />to retain or store any Customer Content.
<br />6. FEES.
<br />6.1 Pricing. Pricing for the Term of this Agreement has
<br />been placed in Exhibit A.
<br />6.2 Payments. As compensation for (i) Customer's right
<br />to access and use the IPRO Solution pursuant to Section 2,
<br />(ii) the Services and (iii) any Additional Services, as
<br />applicable, Customer shall pay to IPRO the fees set forth in
<br />this Agreement. Unless otherwise stated in Exhibit A,
<br />Payments for any amounts under this Agreement shall be due
<br />net thirty (30) days after the date of invoice.
<br />6.3 Suspension of Access. IPRO shall be permitted to
<br />suspend Customer's access to the IPRO Solution in the event
<br />and for so long as Customer fails to make its payment
<br />obligations set forth in this Section 6.
<br />6.4 Late Payments. Late payments due under this
<br />Agreement shall accrue interest at the lower of the legal
<br />maximum interest rate or one and one -half percent (1.5 %) per
<br />calendar month.
<br />6.5 Taxes. All amounts payable by Customer to IPRO
<br />under this Agreement are exclusive of any tax, levy or similar
<br />governmental charge that may be assessed by any
<br />jurisdiction existing now or in the future, except for net income,
<br />net worth or franchise taxes assessed on ]PRO. If IPRO is
<br />required to withhold any tax on such payments, then the
<br />amount of the payment will be automatically increased to
<br />offset such tax, so that the amount actually remitted to IPRO,
<br />net of all taxes, equals the amount invoiced or otherwise due.
<br />7. WARRANTIES AND DISCLAIMERS.
<br />7.1 Services. IPRO warrants that the Services and
<br />Additional Services will be performed substantially in
<br />accordance with the Documentation during the term of this
<br />Agreement. IPRO shall not be liable for violation of any
<br />applicable law, rule or regulation or the rights of any third party
<br />arising out of Customer Content provided to IPRO by
<br />Customer.
<br />7.2 Customer Content. Customer warrants to IPRO
<br />that it has adequate rights to provide the Customer Content to
<br />IPRO. Customer understands that IPRO assumes no
<br />responsibility for any Customer Content. IPRO will perform
<br />regular backups for disaster recovery purposes for
<br />catastrophic failures, however Customer Content could
<br />potentially be lost if there is a hardware or similar type of
<br />failure. Customer is strongly advised to regularly maintain
<br />backup copies of Customer Content originally loaded into the
<br />
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