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DocuSign Envelope ID:OE76022E-EB24-4BC8-9CBE-2BA3FA1CCA27 <br /> P <br /> atagoniaHealtbSales Agreement <br /> (a) Help desk support shall be provided during Vendor's standard help desk hours, with Vendor's recognized holidays <br /> excluded. "Help desk support" is defined as reasonable telephone support, which ranges from addressing simple <br /> application questions to providing in-depth technical assistance. <br /> (b) Vendor shall, in its sole discretion, provide periodic releases of the Software which include enhancements and <br /> corrections,as applicable,at no additional cost to the Subscriber. <br /> (c) Vendor shall be responsible for maintaining only the current and next most current release of the Software. <br /> (d) Vendor shall not be responsible for technical support, or liable for breaches of warranty, for issues caused by any third <br /> party hardware, software or connections, including the internet connection,by Subscriber's failure to maintain the most <br /> up-to-date anti-virus software. <br /> 2. Payment. Subscriber shall pay Vendor for Service as indicated on the Order Form. Subscriber will pay monthly for <br /> Service via automatic bank debit. Subscriber will provide necessary details on Debit Authorization Form. Vendor shall <br /> withdraw agreed to subscription fees on a recurring monthly basis. Vendor shall have the right to assess a late payment fee <br /> of 1.5%per month,or the lawful maximum,whichever is lower,on any past due balance where the payment is late as a result <br /> of Client's fault. Vendor reserves the right to suspend Services upon five(5)days written notice to Subscriber until payment <br /> of overdue amounts is made in full. Vendor may adjust billing for actual user count first day of each (annual) anniversary <br /> from service effective date. <br /> 3. Limited Warranties. <br /> 3.1 Vendor Warranties. Vendor warrants to Subscriber: <br /> (a)That the Service will function during the term of this Agreement substantially in accordance with the Service <br /> specifications provided to Subscriber by Vendor from time to time. Subscriber shall promptly notify Vendor in writing <br /> (as defined in Section 9.4) of the details of any material non-conformance to such Service specifications, and Vendor <br /> shall use commercially reasonable efforts to promptly correct or re-perform any Services to remedy such non- <br /> conformance of which it is so notified at no charge to Subscriber. <br /> (b)That it has,and will have during the term of this Agreement,all necessary rights to enter into and perform its obligations <br /> under this Agreement and to provide the Services as set forth in this Agreement, and that the Services shall be performed <br /> in accordance with all applicable laws and regulations. <br /> (c)That it will comply with privacy requirements as listed in the HIPAA Business Associate Agreement. <br /> 3.2. Subscriber Warranties. Subscriber warrants to Vendor: <br /> (a)That Subscriber has, and will have during the term of this Agreement, all necessary rights,title and license to enter into <br /> and perform its obligations under this Agreement,including the rights to use all software, and connections,including the <br /> internet connection. <br /> (b) That Subscriber will comply with all applicable laws and regulations in the use of vendor's software, as well as <br /> Subscriber's clinical and ethical standards,policies and procedures,and industry standards,in handling Protected Health <br /> Information (PHI), as defined by Privacy Regulations issued pursuant to the Health Insurance Portability and <br /> Accountability Act ("HIPAA") as they relate to individuals, and that Subscriber has all necessary rights and consents <br /> from individuals whose Records are transmitted over the Vendor Network for the purposes set forth herein. <br /> 4 Disclaimers. Subscriber acknowledges that factors beyond the reasonable control of Vendor,including without limitation, <br /> non-conformance with the Service functions by Subscriber or its personnel, or software, hardware, services or connections <br /> supplied by third parties, may have a material impact on the accuracy,reliability and/or timeliness of the compliance of the <br /> Services with the Service specifications. Notwithstanding any contrary provisions of this Agreement, in no event shall <br /> Vendor be responsible for any non-conformities,defects,errors,or delays caused by factors beyond the reasonable control of <br /> Vendor.The warranties expressly set forth in this section are the only warranties given by either party in connection with this <br /> Confidential Page 5 <br />