Blueprint Clinic Terms of Service

Last Updated: April 1, 2019

You (the “Clinic”) hereby agree to abide by the following Terms and Conditions of Use (“Agreement” or “PSA”) with respect to the Services (defined below) provided by HelloJoy, Inc, a Delaware corporation, with an address at 222 W Merchandise Mart Plaza ("Blueprint"). Blueprint hereby agrees to provide the Clinic with access to the Services set forth in the applicable Order Form and license herein. Each Order Form will detail the Term during which the Client will be provided with the Services and any other associated services to be provided to Clinic. The receipt and legal sufficiency of this agreement are acknowledged.

1. SERVICES.

Blueprint is a Platform (defined below) for Clinics and their Clinicians (defined below) to measure and monitor their patients. The Platform includes automated clinical measures and batteries that the Clinicians may select from to be delivered to mental health patients. Clinicians may then use the results of these assessments at their discretion within the clinical context. Mental health patients may interact with the platform via web or mobile applications. Actionable scores and system profiles may be communicated to Clinicians in real-time through the Platform. The Services (defined below) also assist in medical billing and reimbursements. The specific services provided are outlined in the applicable Order Form.

2. DEFINITIONS.

1. Clinic data means any data collected through the provision of these services, excluding publicly available data, data previously obtained by Blueprint or data acquired by Blueprint independent of this Agreement.

2. Clinician(s) means a mental health professional affiliated with the Clinic that treats patients at the Clinic and that accesses the Services through the Clinic.

3. Participating Clinic means the Clinic and each Clinician, collectively.

4. Clinic Website means the website owned and operated by Clinic as identified in the applicable Order Form (“Order Form”).

5. Documentation means any user guide, help information and other documentation and information regarding the Hosted Service that is delivered by Blueprint to the Clinic or to a Clinician in electronic or other form, if any, including any updates provided by Blueprint from time to time.

6. Blueprint API means the Blueprint application programming interface, scripts, widgets, embeddable snippets and other tools that allow Clinic to integrate the Clinic Website or any other system of Clinic with the Services.

7. Mental Health Patient means the individual seeking assistance from or through the Participating Clinic for health or non-health related assistance that utilize the Services.

8. Personal Data means any information that Blueprint collects, receives, or obtains, from the Participating Clinic that does or can identify that specific individual or by or from which that specific individual may be identified, contacted or located, such as the individual’s name, address, social security number, or any information that applicable law proscribes as personally identifiable information.

9. Platform means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, code, know-how, trade secrets and other technologies, implementations and information that are used by Blueprint in providing the Services, including any innovations, revisions, enhancements, upgrades or improvements of the foregoing.‍

10. Services means, collectively, the Platform, Blueprint API, and Documentation and are described in the applicable Order Form.

3. LICENSE GRANT.

1. License Grant to Clinician. Subject to the terms and conditions of this Agreement, Blueprint grants Participating Clinic during the term of the applicable Order Form and the term of this Agreement, a revocable, non-exclusive, non-transferable right and license to access and use the Services as provided for in the applicable Order Form. Participating Clinic’s use of the Services is expressly subject to this Agreement and the applicable Order Form.

2. License Restrictions for Clinic and Each Clinician. Clinic and each Clinician shall not, directly or indirectly, permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices from the Services or any other Blueprint materials furnished or made available hereunder; (vi) publish or disclose to third parties any evaluation of the Services; (vii) use the Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data; (viii) use the Services to build or provide a competitive product or service, or copy any features, functions or graphics of the Services; or (ix) not make the Services available to anyone other than itself and its Mental Health Patients.

3. API License. If provided for in the applicable Order Form, Blueprint hereby grants Participating Clinic, during the term of the applicable Order Form, a revocable, nonexclusive, nontransferable, nonassignable, license to access and use the Blueprint API solely in connection with its use of the Services, to the extent it exists and is provided for in the applicable Order Form.

4. License Grant to Blueprint. Clinic and each Clinician grants Blueprint, during the term of this Agreement and the applicable Order Form, a non-exclusive, non-transferable, non-sublicensable license for it to use Clinic Data and its Trademarks (the “Marks”) for the sole purpose of providing the Services or as otherwise set forth in this Agreement. Clinic and each Clinician reserves all ownership and other rights in the Clinic Data and the Marks not expressly included herein and nothing in this Agreement shall be deemed to convey or transfer to Blueprint any ownership rights in or to the Clinic Data or the Marks. Notwithstanding the foregoing, Clinic and each Clinician understands that it may not be the exclusive owner of Clinic Data.

5. License Restrictions for Blueprint. Blueprint’s license to the Marks is subject to the following restrictions: (i) all of Blueprint’s uses of the Marks must be preapproved by Clinic; (ii) Blueprint shall not use any Marks in such a way as to give the impression that they are the property of anyone other than Clinic; and (iii) Blueprint shall comply with Clinic’s trademark guidelines, if any, and any other reasonable requirements established by Clinic concerning the style, design, display, and use of its Marks. Clinic’s trademark guidelines, to the extent they are made a part of this Agreement, are attached as Exhibit B.

4. PASSWORDS/SECURITY.

1. Passwords. Clinic and each Clinician is responsible for maintaining the confidentiality of its passwords. Participating Clinic is solely responsible for any and all activities that occur under its account when Clinic’s account is accessed with its password(s). For purposes of clarification, accounts used by Clinicians are the Clinic’s account. Participating Clinic agrees to notify immediately Blueprint of any unauthorized use of Clinic's account or any other breach of security known to Participating Clinic. Blueprint shall have no liability for any loss or damage arising from Participating Clinic's failure to comply with these requirements.

2. Security. Blueprint will maintain the Services at a third-party hosting facility and will implement industry standard security precautions, which are intended to prevent unauthorized access to Clinic Data (defined below). Clinic acknowledges that, notwithstanding such security precautions, use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and gain access to the Services and Clinic Data.

3. Disclosure. Clinic agrees that Blueprint and its agents, which have agreed to confidentiality obligations at least as restrictive as Blueprint’s obligations in this Agreement, can access Clinic Data and its account information in order to respond to its service requests and/or as necessary, in Blueprint’s sole discretion, to provide Participating Clinic with the Services. Blueprint will not otherwise disclose such data except if compelled by law, permitted by Clinician, or pursuant to the terms of Blueprint’s Privacy Policy, which is available at www.blueprint-health.com/privacy/ (the “Privacy Policy”) and is incorporated into this Agreement. The terms of this Agreement shall supersede any inconsistent terms in the Privacy Policy.

5. OWNERSHIP.

1. With the exception of Clinic Data, all information, reports, studies, object and source code (including without limitation the Services and all modifications, enhancements, additions, upgrades, derivative works, or other works based thereon or related thereto), flow charts, product documentation, diagrams, specifications, methods and other tangible or intangible material of any nature whatsoever produced through or as a result of or related to any deliverable (collectively, “Works”) or development of any data analytics or usage models hereunder, and all patents, copyrights, trademarks and other proprietary rights related to such Works and models, shall be the sole and exclusive property of Blueprint, its Affiliates (defined below) or their third party providers (collectively, “Blueprint Property”). Nothing in the Agreement shall convey to Clinic or to any Clinician any title to or ownership of any Blueprint Property. Clinic and each Clinician hereby irrevocably assigns and transfers to Blueprint, its Affiliates or their third party providers all rights, title, and interest in any such Works and models. “Affiliate” means an entity that controls, is controlled by, or under common control with a party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of such entity or party. No rights are granted to Clinic or to any Clinician hereunder other than as expressly set forth herein.

2. To facilitate innovation in therapies and patient care, as well as continuous improvement of Blueprint’s technology platform, computational and predictive models, and other solutions, Blueprint may retain a de-identified copy of all such data and any corresponding therapeutic, and other clinical data made available to Blueprint by Clinic or otherwise obtained through the Platform (collectively, the “De-Identified Data”). De-Identified Data is not Clinic Data. Blueprint will de-identify such data in accordance with HIPAA, and for purposes of this Agreement, De-Identified Data without other identifiers is not considered identifiable. Blueprint owns the De-Identified Data and may use and share it for any purposes permitted under applicable law.

3. Blueprint shall have a fully paid up royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback Blueprint receives from Participating Clinic.

6. PARTICIPATING CLINIC OBLIGATIONS

1. Conduct. Clinic shall be solely responsible for its actions and the actions of its authorized users while using the Services. Clinic acknowledges and agrees that Blueprint is not liable for, or responsible to, remediate any issues found on Clinic’s network or in Clinic’s web traffic through the Services. Clinic agrees, on behalf of itself, each Clinician, and any of its other authorized users: (i) to comply with Section 3.2 (ii) to abide by all laws and regulations including, without limitation, all laws applicable to the transmission of technical data exported from the United States through the Services and to wireless e-mail marketing and advertising; (iii) not to upload or distribute in any way content that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or another's computer or mobile device; (iv) not to use the Services for illegal, fraudulent, unethical or inappropriate purposes; (v) not to interfere or disrupt networks connected to the Services or interfere with the ability of others to access or use the Services; (vi) not to distribute, promote or transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, defamatory, hateful, racially, ethnically, unwanted or otherwise objectionable material of any kind or nature; (vii) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (viii) not to interfere with another clinic's or clinician’s use and enjoyment of the Services or another person or entity's use and enjoyment of similar services; (ix) not to engage in, or permit others to engage in, contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of e-mail; and (x) to comply with all regulations, policies and procedures of networks connected to the Services, Blueprint, and Blueprint’s service providers, as the same may be promulgated from time to time. Blueprint may remove any violating data on the website posted or stored using the Services or transmitted through the Services, without notice to Clinic or any Clinician; however, Blueprint has no obligation to do so.

2. Security and Consents. Clinic will ensure that its and each of its Clinician’s practices for collecting, storing and safeguarding its Mental Health Patients is consistent with industry privacy and security standards and all applicable legal requirements. Clinic will obtain the necessary consents from its or its Clinician’s Mental Health Patient(s) and/or employees prior to submitting any Personal Data or any other information, including without limitation, health insurance information for billing, related to its Mental Health Patient(s) or employees to Blueprint or through the Services. Personal Data is defined as information that can be identified to a particular person without unreasonable effort, such as the names, addresses, email addresses, and social security numbers. Clinic will also maintain and ensure that each of its Clinicians maintain privacy policies that will be provided to Mental Health Patients utilizing the Services prior to them doing so and will also be available on its website which will include the appropriate disclosures related to its use of the Services. Clinic’s and each Clinician’s privacy policy must include the necessary disclosures and terms sufficient to allow for: (i) the collection and processing of data from its Mental Health Patients, including any personally identifiable information; (ii) the use of personally identifiable information belonging to its customers/patients as contemplated in the provision of the Services and in the applicable Order Form; and (iii) the processing of Personal Data by Blueprint’s processors.

7. FEES AND TAXES.

1. Fees. Clinic agrees to pay and ensure payment for Clinicians the fees to Blueprint set forth on the applicable Order Form for the Services, in accordance with the fees, charges, and billing terms set forth in this Agreement (collectively, “Fees”). All Fees are quoted in United States currency. Except as otherwise provided in this Agreement, Fees are non-refundable.

2. Additional Charges. Clinic shall pay travel and living expenses and other out-of-pocket expenses reasonably incurred by Blueprint in connection with the Services. As applicable, such out-of-pocket expenses shall be incurred in accordance with Blueprint’s then-current corporate travel and expense policy. Notwithstanding the foregoing, all expenses incurred by Blueprint must be preapproved in writing by Clinic.

3. Payments. Unless stated otherwise on the applicable Order Form, all Fees are due and payable by Clinic within thirty (30) days following the invoice date. Any payment not received by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of one and a half percent (1.5%) of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Clinic shall also pay all sums expended (including, without limitation, reasonable legal fees) in collecting overdue payments.

4. Taxes. All fees set forth in this Agreement are exclusive of all taxes and similar fees. Clinic shall be responsible for and shall pay in full all sales, use, excise or similar governmental taxes imposed by any federal, state, or local governmental entity upon the fees charged the Clinic under this Agreement, exclusive, however, of taxes based on Blueprint’s income, which taxes shall be paid by Blueprint. If any taxes for which Clinic is responsible hereunder are paid by Blueprint, Clinic will promptly reimburse Blueprint upon Clinic’s receipt of proof of payment.

5. Audit. To the extent Fees are in any way based upon the collection of payment from the insurance provider for Mental Health Patient(s), if the insurance provider pays the Clinic or the Clinician(s) directly, Blueprint shall be entitled to conduct an audit of the Clinic’s and each Clinician’s records to determine and verify the amount of payment paid to one or both of them. Clinic and each Clinician shall maintain a true and correct set of records to include, but not be limited to, invoices and internal records and sufficient other detail to permit reasonable verification or correction of fees owed to Blueprint hereunder and performance in accordance with this Agreement and the applicable Order Forms. Clinic and each Clinician shall maintain such records in accordance with generally accepted accounting principles, for a period of three (3) years after the Term. Blueprint, or its representative, may audit any and all financial records pertaining to the Fees owed under this Agreement or the applicable Order Forms and both Clinic and each Clinician agree to permit Blueprint, or its representative, access to examine, copy and audit these records during normal business hours with minimal disruption to either Clinic’s or the subject Clinician’s business. If such audit reveals any underpayment to Blueprint, Clinic shall pay Blueprint the amount of such underpayment plus interest on the overdue amount at a rate of 1.5% per month and the cost of the audit within thirty (30) calendar days of Blueprint’s written demand for payment.

8. TERM.

This Agreement commences on the Effective Date (defined on the applicable Order Form) and shall continue for one year, unless earlier terminated in accordance with this Agreement or otherwise specified on the Order Form. Following the initial Term, this Agreement shall renew for successive twelve (12)-month periods unless either party provides written termination notice 60 days prior to the end of the Term.

9. TERMINATION.

1. Breach. Except as otherwise provided in this Section 9, either party shall have the right to terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach.

2. Insolvency. Either party shall have the right to terminate this Agreement if (i) the other party has a receiver appointed for it or its property; (ii) any proceedings are commenced by the other party under a Chapter 7 bankruptcy; or (iii) the other party is liquidated or dissolved.

3. Failure to Pay/Clinician Conduct. Blueprint shall have the right to suspend or terminate access to the Services, at its sole option, with or without notice to Clinician, if: (i) any payment is delinquent by more than sixty (60) days, or (ii) if Clinic or a Clinician breaches Section 6 of this Agreement

4. Effect of Termination. Blueprint shall not be liable to Clinic, any Clinician or any third party for suspension or termination of Clinic’s and/or any Clinician’s access to, or right to use, the Services under this Agreement. If Clinic terminates this Agreement pursuant to Section 9.1, Clinic will be obligated to pay the balance due for the Services up to the date of termination. If Clinic terminates this Agreement without cause or if Blueprint terminates this Agreement pursuant to Section 9.1, Clinic shall pay any unpaid fees through the date of termination and shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. Upon the effective date of termination of this Agreement for any reason, Participating Clinic’s access to the Services will terminate and Participating Clinic shall cease accessing and using the Services immediately and Blueprint shall cease use immediately of any Marks. Sections 5, 7, 9, 10, 11, 12, 13 and 16 of this Agreement shall survive termination for any reason.

10. CONFIDENTIALITY.

1. Obligations. Each of the parties agrees to maintain in confidence any proprietary or non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party (“Confidential Information”). The parties hereby agree the terms and conditions of this Agreement, and any discussions related to the Services shall be considered Confidential Information. Confidential Information also includes: (i) trade secrets and proprietary information (including that of any client, supplier or licensor); (ii) customer/patient lists, client lists, business plans, information security plans, business continuity plans, requests for proposals or requests for information and responses to such requests that the parties may change after the Effective Date, and proprietary software programs; (iii) any Personal Data; and (iv) any other information received from or on behalf of a disclosing party that is marked confidential or that the recipient of the information could reasonably be expected to know is confidential. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform their obligations under this Agreement and who agreed to be bound by these obligations of confidentiality and non-disclosure. Upon termination of this Agreement for any reason, and at the request of the disclosing party, the receiving party shall promptly return or destroy (at the disclosing party’s option), all copies of the other party’s Confidential Information. Notwithstanding the foregoing, each party may maintain archive copies of Confidential Information for the applicable statutory periods.

2. Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

11. WARRANTY.

1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Blueprint MAKES NO AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, IMPLIED WARRANTIES OR MERCHANTABILITY, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CLINIC OR ANY CLINICIAN BY Blueprint, OR OTHERWISE UNDER THESE TERMS. WITHOUT LIMITING THE FOREGOING, Blueprint DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. Blueprint DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE OR DEFECTIVE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICES OR ITS USE, LOSS OF PERSONAL CONTENT, OR ANY OTHER REASONS. Blueprint ALSO EXPLICITLY DISCLAIMS ANY WARRANTIES RELATED TO BUSINESS RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES AND SPECIFICALLY STATES NO SUCH REPRESENTATIONS ARE OR HAVE BEEN MADE TO CLINIC OR ANY CLINICIAN. PARTICIPATING CLINICIAN WILL BE SOLELY RESPONSIBLE FOR (I) ESTABLISHING AND MAINTAINING AN INTERNET CONNECTION SUFFICIENT FOR THE SERVICES TO FUNCTION PROPERLY, (II) THE CONTENT AND EFFICACY OF ALL MARKETING INITIATIVES, AND (III) FULFILLING ALL REWARDS AWARDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICES. PARTICIPATING CLINIC WILL FOLLOW PROPER BACK-UP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM THE USE OF ANY EQUIPMENT OR THE SERVICES.

2. Clinic Warranty. Clinic represents and warrants that each of its Clinicians will comply with the terms of this Agreement and each applicable Order Form, regardless of its Clinicians’ legal obligation to do so.

3. Mutual Warranties. Each party represents and warrants that: (i) it does not have any contractual obligations that would prevent it from entering into this Agreement; and (ii) it will comply with all laws and regulations directly applicable to its performance of its obligations under this Agreement or its use of the Services.

12. INDEMNIFICATION.

1. By Clinic. Clinic shall indemnify, defend, hold harmless Blueprint, its affiliates, directors, officers, employees, or agents or, at its option, settle, any third party claim or suit based on a claim of any breach of this Agreement by Clinic or any Clinician, its affiliates, directors, officers, employees or agents, its customers/patients, and Clinic shall pay any final judgment entered against Blueprint in any such proceeding or settlement provided (i) Clinic is promptly notified in writing of such claim or suit, (ii) Clinic or its designee has sole control of such defense or settlement, and (iii) Blueprint gives all information and assistance reasonably requested by Clinic or such designee. Notwithstanding the foregoing, under no circumstance may Clinic enter into a settlement that requires or results in Blueprint admitting to any wrong doing.

2. By Blueprint. Blueprint shall indemnify, defend, or at its option settle, any third party claim or suit based on any third party claim or suit based on a claim that the provisions of the Services violate applicable law or that the Services (excluding any third party software) violate, infringe or misappropriate any United States patent, copyright, trademark or trade secret and Blueprint shall pay any final judgment entered against Clinic or Clinician in any such proceeding or agreed to in settlement; provided (i) Blueprint is promptly notified in writing of such claim or suit, (ii) Blueprint or its designee has sole control of such defense or settlement, and (iii) Clinic and Clinician give all information and assistance reasonably requested by Blueprint or such designee. To the extent that use of the Services is enjoined, Blueprint may at its option either (a) procure for Participating Clinic the right to use the Services, (b) replace the Services with other suitable products, or (c) refund the prepaid portion of the Fee(s) paid by Participating Clinic for the Services or the affected part thereof. Blueprint shall have no liability under this Section 12.2 or otherwise to the extent a claim or suit is based upon (1) use of the Services in combination with software or hardware not provided by Blueprint if infringement would have been avoided in the absence of such combination, (2) modifications to the Services not made by Blueprint, if infringement would have been avoided by the absence of such modifications, (3) use of any version other than a current release of the Services, if infringement would have been avoided by use of a current release, or (4) any action or omission of Clinic or a Clinician for which Clinic is obligated to indemnify Blueprint under Section 12.1 above. Notwithstanding the foregoing, under no circumstance may Blueprint enter into a settlement that requires or results in either Clinic or Clinician admitting to any wrong doing. THIS SECTION 12.2 STATES Blueprint’S ENTIRE AGGREGATE LIABILITY AND CLINIC'S AND EACH CLINICIAN’S SOLE AND EXCLUSIVE REMEDY FOR VIOLATION, INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE SERVICES.

13. LIMITATION OF LIABILITY.

1. Limitation on Direct Damages. EXCEPT AS IT RELATES TO Blueprint’S INDEMNIFICATION OBLIGATIONS (SECTION 12.2) IN NO EVENT SHALL Blueprint’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID TO IT UNDER THIS AGREEMENT FOR THE SERVICES FOR THE PERIOD OF SIX (6) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. FURTHER, NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL EITHER PARTY’S INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT OR ANY Order Form EXCEED $50,000.

2. Wavier of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. MARKETING.

Clinic and Blueprint agree to issue a press release announcing Clinic’s participation and use of the Services for publication within 30 days of the Effective Date. Blueprint shall have the right to use Clinic’s name as part of a general list of customers and may refer to Clinic as a user of the Services on its website and in its general advertising and marketing materials.

15. NON-SOLICITATION.

During the term and for a period of twelve (12) months thereafter, Blueprint and Clinic shall not knowingly, directly or indirectly, solicit, recruit, employ or contract with any employees of one another.

16. GENERAL.

1. Notices. All notices to a party shall be in writing and sent to the addresses specified in the applicable Order Form (and in the case of Blueprint, to the attention of the Chief Executive Officer) or such other address as a party notifies the other party, and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; 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.

2. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Michigan, excluding its conflict of laws rules. Each party hereby irrevocably submits to the exclusive jurisdiction of the state Courts within the County of Oakland located in the State of Michigan. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. Each party further hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

3. Dispute Resolution. Before initiating legal action against the other party relating to a dispute herein, the parties agree to work in good faith to resolve disputes and claims arising out of this Agreement. To this end, each party may request that the other party designate an officer or other management employee with authority to bind such party to meet to resolve the dispute or claim. If the dispute is not resolved within 30 days of the commencement of informal efforts under this paragraph, either party may pursue formal legal action. This paragraph will not apply if expiration of the applicable time for bringing an action is imminent and will not prohibit a party from pursuing injunctive or other equitable relief to which it may be entitled.

4. Relationship of the Parties. The parties to this agreement are independent entities, and no agency, partnership franchise, joint venture or employee-employer relationship is intended or created by this Agreement.

5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination by Clinic, Blueprint will refund to Clinic any prepaid fees covering the remainder of the term of all Services after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

6. Entire Agreement. This Agreement, including all Order Forms, exhibits and addenda hereto, constitutes the entire agreement between the parties 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 either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, exhibit or addendum hereto, the terms of such Order Form, exhibit, or addendum shall prevail as to that SOW, exhibit, or addendum only. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Clinic purchase order or other order documentation (excluding SOWs) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

7. Force Majeure. Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.

8. Headings. The headings of the sections of this Agreement are for reference only and shall not modify, define or limit any of the terms or provisions of this Agreement.

9. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10. Construction. This Agreement has been negotiated by the parties and will be fairly interpreted in accordance with its terms and without any strict construction in favor or against any party.

11. Counterparts and Signatures. This Agreement and any Order Forms, exhibits, addenda and amendments may be executed in counterparts, each of which shall be deemed an original and which shall together constitute one instrument. Each party may execute this Agreement and any Order Forms, exhibits, addenda Exhibit or amendment hereto in the form of an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). Clinic and its affiliates will not dispute the validity or authenticity of electronic signatures submitted to Blueprint by Clinic or its affiliates, nor will Clinic or its affiliates dispute the legal authority, validity or authenticity of those who sign with such electronic signatures to bind Clinic and its affiliates. Electronic signatures by Clinic and its affiliates, as well as signatures by either party transmitted by facsimile or electronically via PDF or similar file delivery method, shall have the same effect as an original signature.

12. Each party hereto has caused this Agreement to be executed by its authorized representative with effect from the Effective Date, as defined on the Order Form.