Terms and Conditions for Organizations

These AgileMD Terms and Conditions for Organizations (the "Terms") are between AgileMD, Inc. ("Agile") and Customer. These Terms govern access to and use of the AgileMD for Organizations services, including a website available at www.agilemd.com and related mobile applications, EHR integration components, offering authoring tools and Content, as well as cloud-based interactive information access, storage and management tools (the "Services" or "Organizations").

The Customer ordering the Services: If you are ordering the Services, then by clicking "I Agree," or using the Services, you agree to be bound by these Terms as a "Customer." If you are agreeing to these Terms for use by an organization, you are agreeing to these Terms on behalf of that organization. You must have the authority to bind that organization to these Terms, otherwise you must not sign up for the Services.

Authorized Users Definition: If you are using the Services as an Authorized User ("Authorized User"), then by clicking "I Agree" or using the Services you agree to these Terms and the AgileMD Terms of Service at http://www.agilemd.com/about/terms-of-service. To the extent these Terms conflict with the AgileMD Terms of Service, these Terms control. Please take note that in these Terms, you are agreeing that your Administrator may be able to control account information and access to your Organizations account.

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1. AUTHORIZED USERS.

1. Accounts. When creating an Organizations account, an Authorized User may join with a new account or affiliate an existing personal account with an Organizations account. It's important to note that once an Authorized User's personal account becomes affiliated with an Organizations account, it will be subject to the Administrator's control with respect to Organizations Content (as defined below). Authorized Users must use the Services in compliance with any employment obligations and the Customer's terms and policies.
2. Administrator Control. The Customer may designate an administrator to manage access to and use of the Services by Authorized Users who have become affiliated with the Customer's Organziations Account (an "Administrator"). An Authorized User's Administrator may have the ability to access, disclose, restrict, change document access or editing permissions with respect to Organizations Content, or remove information in or from an Authorized User's Organizations account. Administrators may also have the ability to monitor, restrict, or terminate access to an Authorized User's Organizations account. An Authorized User may not be able to disassociate his or her Organizations account from the Customer's Organizations account.

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2. CUSTOMER OBLIGATIONS.

1. Compliance. Customer and Authorized User will use the Services in compliance with the AgileMD Terms of Service. Customer will obtain and maintain any consents from Authorized Users to allow Administrators to engage in the activities described in these Terms and to allow Agile to provide the Services. Customer represents, and must ensure, that its Authorized Users are governed by these Terms, the AgileMD Terms of Service, and consent to the AgileMD Privacy Policy.
2. Customer Administration of the Services. Customer may specify certain of its Authorized Users as Administrators through the administrative console or by contacting support@agilemd.com. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrator use of the Services complies with these Terms. Agile's responsibilities do not extend to the internal management or administration of the Services for Customer.
3. Unauthorized Use & Access. Customer will prevent unauthorized use of the Services by its Authorized Users and terminate any unauthorized use of the Services. Authorized Users must be at least 18 years of age, and must register for the Services in accordance with the AgileMD Terms of Service. With respect to medical reference Content made available by Agile or its Content Providers ("Medical Reference Content"), Authorized Users accessing such Medical Reference Content must be Health Care Professionals. If an Authorized User provides any information that is untrue, inaccurate, not current or incomplete, or if Agile has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Agile has the right to suspend or terminate such Authorized User's or the corresponding Customer's account and refuse any and all current or future use of the Services. For purposes of these Terms, "Health Care Professional" means a physician, nurse, nurse practitioner, or similar professional, or a student in medical training.
4. Restricted Uses. Customer will not (i) sell, resell, or lease the Services or (ii) use the Services for activities where use or failure of the Services could lead to a violation of the AgileMD Terms of Service (including the restrictions provided under "Member Conduct" section) or physical damage, death, or personal injury.
5. Patient Information. Applicable law, as well as ethical and licensure requirements, may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain patient information ("Patient Information") and/or to transmit Patient Information to third parties. Customer represents and warrants that it will, at all times, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use its best efforts to cause all persons or entities under its direction or control (including, without limitation, Customer's Authorized Users) to comply with such laws. Customer is at all times solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information that Customer and its Authorized Users transmit, store, or receive in connection with the Services. Agile does not knowingly collect, and you are prohibited from providing, any individually identifiable health information, as that term is defined in the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA) and related statutes and regulations. AGILE CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR CUSTOMER'S OR AUTHORIZED USERS' USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SERVICES. AGILE RESERVES THE RIGHT TO AMEND OR DELETE ANY INFORMATION (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT ACCESS TO THE SERVICES) THAT IN ITS SOLE DISCRETION VIOLATES THE ABOVE. Customer's representations, warranties, and obligations in this section survive termination of these Terms.
6. Third Party Requests: (1) "Third Party Request" means a request from a third party for records relating to an Authorized User's use of the Services, including information in or from an Authorized User's or Customer's Organizations account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from Authorized Users permitting a disclosure. (2) Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact Agile only if it cannot obtain such information despite diligent efforts. (3) Agile will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of Agile's receipt of a Third Party Request; (B) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then Agile may, but will not be obligated to do so.
7. Communication Setting Management. Customer is responsible for maintaining all "opt-in/out" settings for communications from or via Agile for all of Customer's Authorized Users. Customer will use reasonable efforts to answer any requests from Authorized Users regarding such settings.

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3. SERVICES.

1. Provision of Services. Subject to your compliance with these Terms, Agile grants to Customer and its Authorized Users, in accordance with these Terms and the AgileMD Terms of Service, a limited, non-exclusive, non-transferable, non-sublicenseable license to access and use the Services. We may also engage with partners in countries outside of the United States to make available the Services (collectively, the "Partners").
2. Facilities and Data Transfer. Agile will use commercially reasonable efforts to ensure that all facilities used to store and process Customer Data meet commercially reasonable security standards. By using the Services, Customer consents to transfer, processing, and storage of Customer Data. "Customer Data" means any data and content stored or transmitted via the Services by Customer or Authorized Users. In the event of any loss or corruption of Customer Data, Agile shall use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Agile. Agile shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. AGILE'S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.2 SHALL CONSTITUTE AGILE'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA.
3. Modifications to the Services. Agile may update the Services from time to time. If Agile changes the Services in a manner that materially reduces their functionality, Agile will inform Customer.
4. Limitations on Use of Services. Agile may impose reasonable limitations on bandwidth usage for the Services.

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4. SUPPORT.

Customer will, at its own expense, respond to questions and complaints from Authorized Users or third parties relating to use of the Services. Customer will use reasonable efforts to resolve support issues before escalating them to Agile.

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5. SUSPENSION.

1. Of Authorized User Accounts by Agile. If an Authorized User (i) violates these Terms or the AgileMD Terms of Service; (ii) uses the Services in a manner resulting in excessive support requests; or (iii) uses the Services in a manner that Agile reasonably believes will cause it liability, then Agile may request that Customer suspend or terminate the applicable Authorized User account. If Customer fails to promptly suspend or terminate the Authorized User account, then Agile may do so.
2. Security Emergencies. Notwithstanding anything in these Terms, if there is a Security Emergency then Agile may automatically suspend use of the Services. Agile will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third party access to the Services.

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6. INTELLECTUAL PROPERTY RIGHTS.

1. Reservation of Rights. THESE TERMS DO NOT GRANT AGILE ANY RIGHTS TO CUSTOMER'S OR AUTHORIZED USERS' FILES OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN THOSE FILES EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY SET FORTH IN THESE TERMS THAT ARE NEEDED TO RUN THE SERVICES. These Terms do not grant Customer or Authorized Users (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the Agile trademarks, logos, domain names, or other brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights. The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Agile and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. Customer and Authorized Users will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
2. Limited Permission. Agile needs Customer licenses or permission to do things that Customer or Authorized User ask Agile to do with Organizations accounts, for example, hosting files, or sharing them at Customer or Authorized User's direction. This includes making product features available to Customer or Authorized User, for example, image thumbnails or document previews. It also includes design choices made to technically administer the Services, for example, how the Service redundantly backs up data to keep it safe. Customer grants Agile such licenses and permissions solely to provide the Services and for Agile to meet its obligations and exercise its rights under these Terms. This permission also extends to third parties Agile works with to provide the Services.
3. Content. The Services include or may include information, data, text, messages, software, audio, video, photographs, graphics, images, tags, and/or other materials ("Content"). You acknowledge and agree that the Content available through the Services may be obtained or derived from third-party sources (collectively, "Content Providers"), such as individuals or entities that have created and contributed such Content to the Services, or independent third-party providers that make available such Content for Customer or its Authorized Users' download and use (which may be subject to a separate payment). Content may also include materials that Customer decides to make available to its Authorized Users via the Services ("Organizations Content"). Customer's use of any Content, including, without limitation any medical information, is at its own risk, as described in more detail below.
4. Suggestions. We appreciate it when users send us feedback. We may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Customer or Authorized Users send Agile without any obligation to Customer or Authorized Users.
5. Customer Marks. Customer hereby grants to Agile a non-exclusive, limited right to use the Customer name, trademarks, and logos (collectively, the "Customer Marks") solely to identify Customer as a customer on Agile's website and in Agile's marketing materials, provided that such use is in accordance with Customer's trademark and logo use guidelines that Customer provides to Agile. All goodwill developed from such use shall be solely for the benefit of Customer. Neither party shall issue a press release about the relationship contemplated by this Agreement without the other party's consent, not to be unreasonably withheld.

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7. THIRD PARTY SERVICES.

If Customer uses any third-party service with the Services, (a) the service may access or use Customer's or Authorized User's information; (b) Agile will not be responsible for any act or omission of the third party, including the third party's use of Customer's or Authorized User's information; and (c) Agile does not warrant or support any service provided by the third party.

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8. DISCLAIMERS.

1. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT PROVIDED BY AGILE, ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS, ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AGILE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT. AGILE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN OR FROM AN AUTHORIZED USER OR CUSTOMER ORGANIZATIONS ACCOUNT. Agile is not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, Content or any other information in or from an Authorized User or Customer Organizations account. Agile has no responsibility or liability for the deletion or failure to store any information in or from an Authorized User or Customer Organizations account.
2. Customer understands and acknowledges that the Services and Content are tools offered for your informational and educational purposes only, and that you are responsible for using your professional judgment to evaluate and confirm the information you obtain or store on the Services. Agile does not provide medical advice and does not make diagnostic, treatment, or other clinical decisions or judgments. The Services and Content are not a substitute for the competent analysis and professional judgment of health care professionals. The medical information that is provided to Customer through the Services is dependent upon the Content that Customer and its Authorized Users access and the information that Customer and its Authorized Users select, enter and/or store, as well the specifics of your situation. NEITHER AGILE NOR ANY CONTENT PROVIDER NOR ANY PARTNER WARRANTS OR GUARANTEES THAT THE MEDICAL INFORMATION OR ANY RESULTS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELEVANT, OR UP TO DATE. CUSTOMER AND ITS AUTHORIZED USERS, AND NOT AGILE OR ANY CONTENT PROVIDER OR PARTNER, ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL MEDICAL INFORMATION, FOR MAKING DIAGNOSTIC AND CLINICAL DECISIONS, AND FOR COMPLYING WILL ALL LAWS, REGULATIONS, LICENSING REQUIREMENTS, AND THE APPLICABLE STANDARD OF CARE IN DELIVERING HEALTH CARE SERVICES. By accessing the Services, Customer assumes full responsibility for the use of any information obtained through the Services and agrees that neither Agile nor any of its licensors, Content Providers or Partners is responsible or liable for any claim, loss, or damage arising from the use of the information. Agile does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses or other information that may be mentioned on the Services. CustomerC"b,b"s reliance upon the Content obtained or used by the Customer or its Authorized Users through the Services is solely at the risk of Customer and its Authorized Users. AGILE MAKES NO COMMITMENT ON BEHALF OF ITSELF, OR ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS, TO UPDATE THE CONTENT.
3. AGILE DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS) ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY CONTENT, INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. AGILE MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF ANY STORAGE FACILITIES OFFERED BY AGILE. CUSTOMER UNDERSTANDS AND AGREES THAT ANY CONTENT, INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT ITS OWN DISCRETION AND RISK AND THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR OBTAINMENT OF SUCH MATERIAL.
4. YOU AGREE THAT THE LICENSORS, CONTENT PROVIDERS AND PARTNERS OF AGILE ARE THIRD PARTY BENEFICIARIES OF THE DISCLAIMER OF WARRANTIES IN THIS SECTION 8.

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9. FEES & PAYMENT.

1. Fees. Customer agrees to pay, and authorizes Agile's third party payment processor to charge using its selected payment method, for all applicable fees and taxes that may accrue in relation to its subscription to use the Services. The fees for your subscription to use the Services are accessible on your "Account" page. All fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to Agile. Agile may suspend or terminate the Services if fees are 30 days past due. Fees for monthly payment plans are payable monthly in advance and will accrue on a 30-day rolling basis from Customer's date of account registration (for example, if registered on the 15th day of the month, Customer will be billed at the time of registration and on approximately the 15th day of each month thereafter); fees for annual payment plans are payable annually in advance and accrue on a 12-month rolling basis from Customer's date of account registration. If you want to terminate your subscription to the Services, you must notify us of this fact by contacting support@agilemd.com and you will no longer be charged the subscription fee starting in the payment period immediately after the payment period in which you provided your notice of termination. You will not be refunded for any partial payment period's subscription to use the Services. We may revise the fees for the Services by providing you at least 30 days prior notice on the Site and by email.
2. Third Party Content. Customer understands and agrees that some Content may be offered via the Services by third-party Content Providers, and Agile may charge Customer a fee in order to access such Content. Agile is not responsible for the payment of any such fees. Customer understands and agrees that its access to such Content is subject to the payment of such fees to Agile and to other terms and conditions that may be imposed by such Content Providers, as applicable.

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10. TERM & TERMINATION.

1. Term. These Terms will remain in effect until Customer's subscription to the Services expires or terminates, or until these Terms are terminated.
2. Termination for Breach. Either Agile or Customer may suspend performance or terminate these Terms if the other party is in material breach of these Terms and fails to cure that breach within 30 days after receipt of written notice.
3. Termination at Will. Customer may terminate these Terms at any time by disabling Customer's Organizations account via the Services administrative console.
4. Authorized User Termination. Authorized Users may stop using the Services at any time. If an Authorized User's account is unaffiliated from an Organizations account, these Terms will terminate for that account with respect to the Authorized User except that the AgileMD Terms of Service will continue to apply.
5. Effects of Termination. If these Terms are terminated: (i) the rights granted by Agile to Customer will cease immediately (except as set forth in this section); (ii) the rights granted by Agile to Authorized User will cease immediately; (iii) Agile may provide Customer access to its account at then-current rates so that Customer may export its Customer Data; and (iv) after a commercially reasonable period of time, Agile may destroy or otherwise dispose of any Customer Data in its possession unless Agile receives, no later than ten (10) days after the effective date of the expiration or termination of this Agreement, a written request for the delivery to Customer of the then-most recent back-up of the Customer Data. Agile will use all reasonable efforts to deliver the back-up to Customer within thirty (30) days of its receipt of such a written request. Customer shall pay all reasonable expenses incurred by Agile in returning Customer Data to Customer. Also upon expiration or termination of this Agreement, Agile shall cease use of the Customer Marks; provided, however, that (a) Agile shall have a reasonable time to remove the Customer Marks from promotional materials, (b) Agile shall be entitled to exhaust materials printed during the Term that include the Customer Marks, and (c) Agile shall not be required to remove any such printed materials from circulation.

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11. INDEMNIFICATION.

1. By Customer. Customer will indemnify, defend, and hold harmless Agile, its licensors, Content Providers and Partners, including, without limitation, the University of Chicago, its and their affiliates, and its and their respective members, directors, officers, employees, stockholders and agents from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim regarding: (i) Customer Data; (ii) Customer's use of the Services in violation of this Agreement; (iii) use of the Services by Customer's Authorized Users; or (iv) your provision of healthcare services or related services to any person.
2. By Agile. Agile will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a claim by a third party against Customer to the extent based on an allegation that Agile's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Agile have any obligations or liability under this section arising from: (i) use of any Services or Content in a modified form or in combination with materials not furnished by Agile, and (ii) any content, information, or data provided by Customer, Authorized Users, including Customer Data or provided by other third parties.
3. Possible Infringement. If Agile believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Agile may: (i) obtain the right for Customer, at Agile's expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Agile does not believe the options described in this section are commercially reasonable then Agile may suspend or terminate Customer's use of the impacted Services (with a pro- rata refund of pre-paid fees for the Services).
4. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE AGILE AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

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12. LIMITATION OF LIABILITY.

1. Limitation on Consequential Damages. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS BE LIABLE ON ACCOUNT OF ANY USE OR MISUSE OR RELIANCE ON THE SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION OF LIABILITY SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT FAILURES, OR ACTS OF GOD.
2. Limitation of Liability. IF, NOTWITHSTANDING THESE LIMITATIONS OF LIABILITY, AGILE IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU IN ANY WAY, IN NO EVENT SHALL AGILE'S LIABILITY EXCEED THE LESSER OF $1000 OR THE FEES CUSTOMER HAS PAID TO AGILE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING CUSTOMER'S CLAIM. CUSTOMER AND AGILE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN CUSTOMER AND AGILE. CUSTOMER ACKNOWLEDGES THAT ABSENT ITS AGREEMENT TO THIS LIMITATION OF LIABILITY, AGILE WOULD NOT PROVIDE THE SERVICES TO CUSTOMER.
3. YOU AGREE THAT THE LICENSORS, CONTENT PROVIDERS AND PARTNERS OF AGILE ARE THIRD PARTY BENEFICIARIES OF THE LIMITATION OF LIABILITY IN THIS SECTION 12.

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13. MISCELLANEOUS.

1. Terms Modification. Agile may revise these Terms from time to time and the most current version will always be posted on Agile's website. If a revision, in Agile's sole discretion, is material, Agile will notify you (for example to the email address associated with the applicable account). Other revisions may be posted to Agile's terms page, and you are responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If Customer does not agree to the revised Terms, Customer may cancel the Services. If the revision is material and Customer cancels before the effective date of the revision, Agile will refund a pro-rated amount of any Fees Customer paid in advance for the Services for the unused portion of the term. If Authorized User does not agree to the revised Terms, Authorized User must stop using the Organizations account. Customer may grant approvals, permissions, extensions and consents by email.
2. Entire Agreement. These Terms, including the AgileMD Terms of Service constitute the entire agreement between you and Agile with respect to its subject matter of this Agreement, and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement.
3. Governing Law. THE AGREEMENT AND SERVICES WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, AND THE PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.
4. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of these Terms will remain in full effect.
5. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address, and are deemed given when sent. Notices to Agile must be sent to AgileMD, Inc., 301 Howard St, Suite 950, San Francisco, CA 94105.
6. Waiver. A waiver of any default is not a waiver of any subsequent default.
7. Assignment. Customer may not assign or transfer any part of these Terms without the written consent of Agile. Agile may not assign these Terms without providing notice to Customer, except Agile may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
8. No Agency. Agile and Customer are not legal partners or agents, but are independent contractors.
9. Force Majeure. Neither Agile nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
10. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, except for AgileC"b,b"s licensors, Content Providers and Partners. Without limiting this section, a Customer's Authorized Users are not third party beneficiaries to Customer's rights under this Agreement.
11. Export Restrictions. The export and re-export of data via the Services may be controlled by the United States Export Administration Regulations. The Services may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States and Customer must ensure that Administrators and Authorized Users do not use the Services in violation of any export restriction or embargo by the United States. In addition, Customer must ensure that the Services are not provided to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

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