2021-409-E-Acid Remap-Protocol application creation and support

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Page 3 of 10 CONFIDENTIALITY NOTICE Not for use or disclosure outside of Acid Remap LLC or Client except as required by law Data for the purposes of fulfilling Acid Remap’s obligations under this Agreement. (b) Client shall not transmit any “protected health information” (“PHI”, as defined in 45 C.F.R. 160.103) or “individually identifiable health information” (as defined in 42 U.S.C. 1320d) without the written consent of Acid Remap. In the event such consent is given, Acid Remap shall comply with the Health Insurance Portability and Accountability Act of 1996, as cod- ified as 42 U.S.C. 1329D (“HIPAA”), the Health Information Technology for Economic and Clini- cal Health Act (“HITECH”), and any current and future regulations promulgated under HIPAA or HITECH, including, without limitation, the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the “Federal Privacy Regulations”), the federal security standards contained in 45 C.F.R. Part 142 (the “Federal Security Regula- tions”) and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162, all collectively referred to herein as “HIPAA Requirements,” to the extent applicable. Acid Remap shall further comply with all relevant state and local laws governing the privacy and security of patient health or personal information, to the ex- tent applicable. (c) To the extent applicable, Acid Remap shall not use or further disclose any PHI or Indi- vidually Identifiable Health Information, other than as permitted by HIPAA requirements and the terms of this Agreement. 3. C OMPENSATION. 3.1 Fees. Client will pay Acid Remap the Fees as defined in the Schedules. 3.2 Professional Services. In connection with Client’s use of the Application, Acid Remap may provide Client with services related to the Ap- plication, as Client may request from time to time and the parties mutually agree. Acid Remap shall bill all such services to Client on a time and mate- rials basis at Acid Remap’s then-current rates. Cli- ent shall in all cases be responsible for Acid Remap’s reasonable out-of-pocket expenses, in- cluding, without limitation, travel and lodging. 3.3 Payment Terms. Client shall pay Acid Remap pursuant to the billing options indicated in the Schedules. In the event of overdue payment, Acid Remap reserves the right to discontinue ac- cess to the Application or suspend any services un- til Client remits the outstanding balance due. If payments remain past due for more than twenty (20) days after receipt of notice of non-payment by Client, Acid Remap may terminate this Agreement for cause as set forth in Section 8.2. Acid Remap will bear no liability or responsibility in the exer- cise of the rights set forth in this Section 3.3 for non-payment. Client shall pay Acid Remap’s costs of collection (including, without limitation, rea- sonable attorney’s fees). 3.4 Taxes. All charges hereunder exclude, and Client will be solely responsible for and shall pay or reimburse Acid Remap for, all sales, use, excise and other taxes, which may be levied in con- nection with this Agreement, except for taxes based on Acid Remap’s net income and payroll. 3.5 Currency. All payments by Client are to be in US Dollars unless otherwise specified in the Schedules. 3.6 Developer Account Fees. Client may be required to open a developer account in one or more of the third party application stores through which Client distributes the Application (e.g., an Apple developer account or Android developer ac- count). Client shall be responsible for any fees re- lated to such an account. Enforcement of any such fee obligation is at the discretion of the third party application store owners. 4. CLIENT DATA AND MAINTE- NANCE. 4.1 Data Storage. Client owns all rights and interests to the Client Data stored in the Applica- tion. Upon termination of this Agreement, Acid Remap shall use commercially reasonable efforts to transfer Client’s Data in electronic form to Cli- ent or a third party designated in writing by Client. This Agreement sets forth the rights of the parties DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A