“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Subscriber or any Authorized Users to access the Services.

“Application” a specific service offered by Company as part of the Services.

“Authorized Facility” means a specific facility owned or operated by Subscriber from which Subscriber is authorized by Company to allow Authorized Users to access the Services.

“Authorized User” means any individual who is an employee of Subscriber or such other person or entity as may be authorized by Company in writing, to access the one or more Services pursuant to Subscriber’s rights under this Agreement.

“Data Collection Device” means the data collection equipment provided by Company to collect and transmit Subscriber Content and other data pursuant to this Agreement,.

“Documentation” means the technical materials provided by Company to Subscriber in hard copy or electronic form describing the use and operation of the Software.

“Error” means a reproducible failure of the Software to substantially conform to the Documentation.

“Error Corrections” means bug fixes or workarounds intended to correct Errors in the Software.

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

“Services” means Company’s proprietary service which allows Subscriber to exchange, transmit, and store images.

“Subscriber Content” means any content developed by or on behalf of Subscriber and used with the Software.

“Software” means the software programs and any associated user interfaces and related technology that Company makes available in connection with the Services pursuant to this Agreement.

Access. Subject to Subscriber’s strict compliance with the terms of this Agreement, Company will provide the Services via an online user interface. On or as soon as reasonably practicable after the Effective Date, Company shall provide to Subscriber the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Subscriber and its Authorized Users to access the Services in accordance with the Access Protocols.

Responsibility for Software and Content Hosting. Company shall, at its own expense, provide for the hosting of the Software which is accessible as part of the Services, provided that nothing herein shall be construed to require Company to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware (except for any Data Collection Device(s) which may be supplied by Company), required by Subscriber or any Authorized User to provide access from the Internet to the Services.

AlemHealth Devices. In connection with Company’s provision of the Services to Subscriber hereunder, Company may provide one or more AlemHealth Devices to Subscriber, and, in such case, Company shall work with Subscriber to schedule the delivery, installation, and implementation of such AlemHealth Devices. If Company does provide such AlemHealth Devices to Subscriber, then, subject to the terms of this Agreement, Company grants Subscriber the right to use such AlemHealth Devices solely for the purposes of this Agreement and for no other purpose. Subscriber shall take reasonable steps to ensure that any AlemHealth Devices provided to Subscriber are not damaged by Subscriber or any of Subscriber’s employee’s, agents, contractors, or any other third party

HIPAA Compliance. Company represents to Subscriber that the Services have been designed to be in compliance with the Health Insurance Portability and Accountability Act of 1996 as amended (“HIPAA”) as of the Effective Date. If new requirements are promulgated under HIPAA that are applicable to the Services, then Company shall use commercially reasonable efforts to update the Services accordingly. AlemHealth is a covered entity under the Health Insurance Portability and Accountability Act (HIPAA) of 1996. AlemHealth complies with the applicable provisions of HIPAA.

License Grant. Subject to the terms and conditions of this Agreement, Company grants to Subscriber a non-exclusive, non-transferable license during the term, solely for Subscriber’s internal business purposes: (a) to access, use, perform, and digitally display the Software as required for use of the Services and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Subscriber’s use of the Services.

Limitations. The Services, Software, AlemHealth Devices, Documentation, and all other materials provided by Company hereunder, including but not limited to all manuals, reports, records, programs, data and other materials, and all Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers. Subscriber agrees that it will not, and will not permit any Authorized User or other third party to: (a) permit any person to access the Software, AlemHealth Devices, or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Software or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software, AlemHealth Devices, or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software; (e) use or copy the Software or Documentation except as expressly allowed under this subsection; or (f) disclose or transmit any data contained in the Software to any individual other than a Authorized User, except as expressly allowed herein. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of Subscriber’s jurisdiction require Company to give Subscriber the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that Subscriber must first request such information from Company and Company may, in its discretion, either provide such information to Subscriber or impose reasonable conditions, including a reasonable fee, on such use of the source code for the Software to ensure that Company’s and its suppliers’ proprietary rights in the source code for the Software are protected. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Services, AlemHealth Devices, Software, Documentation, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Software.

Ownership. The Site, the Platform, the Services, Software, AlemHealth Devices, Documentation, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by AlemHealth, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Site, the Platform, the Services, and the Software for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, Platform, Services, or related to our Software except as generally and ordinarily permitted through the Site, the Platform, or the Services according to these Terms of Use. All rights not expressly granted to Subscriber in this Agreement are reserved by AlemHealth and its suppliers. You must not access or use for any commercial purposes any part of the Site, Platform, Services, Software, AlemHealth Devices, Documentation or any services or materials available through AlemHealth, except as expressly set forth herein. No express or implied license or right of any kind is granted to Subscriber regarding the Software, AlemHealth Devices, Documentation, and Services or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software.

Certain of the names, logos, and other materials displayed on the Site or the Platform may constitute trademarks, trade names, service marks or logos (“Marks”) of AlemHealth or other entities. You are not authorized to use any such Marks without the express written permission of AlemHealth. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

Open Source Software. Certain items of software may be provided to Subscriber with the Software and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of the section titled Indemnification or the subsection titled License Grant. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Subscriber’s rights under, or grants Subscriber rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Company makes such Open Source Software, and Company’s modifications to that Open Source Software, available by written request at the notice address specified below.

Derivative Works. Subscriber retains all rights in and to the original content Subscriber uploads to the platform. Such content includes, but is not limited to, medical images, patient information, reports, dictations, classifications, and annotations ("Subscriber Content"). However, by uploading Subscriber Content to the platform, Subscriber grants AlemHealth a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and distribute the Subscriber Content in connection with AlemHealth's Services. This includes the right for AlemHealth to create derivative works from the Subscriber Content and to use such derivative works for the purpose of improving the Services, notwithstanding the requirements of the Health Insurance Portability and Accountability Act (HIPAA) and medical data privacy regulations in other jurisdictions. All handling of Subscriber Content will be done in compliance with applicable privacy laws and regulations. Additionally, Subscriber grants AlemHealth the right to generate and use any classifications, reports, or other data derived from Subscriber's use of the Services.

As of the Effective Date, Company will not charge Subscriber any fees for basic access and use of the Services under this Agreement. However, fees may apply for agreed upon enhanced service levels or for the use of an AlemHealth Device, as specified in a separate agreement or addendum. Details of such fees will be communicated to the Subscriber prior to the commencement of the enhanced services or use of the AlemHealth Device;

Subscriber agrees to pay all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. By providing Company with your credit card number and associated payment information, you agree that Company is authorized to immediately invoice your account for all fees and charges due and payable to AlemHealth hereunder and that no additional notice or consent is required.

Company reserves the right to modify or implement a new pricing structure at any time prior to billing you for your initial payment or for future payments due pursuant to these Terms of Use.

Expenses. All costs and expenses incurred by Subscriber in connection herewith are the sole responsibility of Subscriber.

License; Ownership. Subscriber grants Company a non-exclusive, worldwide, royalty-free and fully paid license (a) to use the Subscriber Content as necessary for purposes of providing the Services and (b) to use the Subscriber trademarks, service marks, and logos as required to provide the Services. The Subscriber Content hosted by Company as part of the Services, and all worldwide Intellectual Property Rights in it, is the property of Subscriber. All rights in and to the Subscriber Content not expressly granted to Company in this Agreement are reserved by Subscriber.

Authorized Users Access to Services. Subscriber may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. User IDs cannot be shared or used by more than one Authorized User at a time. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized use known to Subscriber.

Subscriber Warranty. Subscriber represents and warrants that any Subscriber Content hosted by Company as part of the Services shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data; (e) otherwise violate the rights of a third party, including, without limitation, any privacy rights; or (f) violate any applicable law, ordinance, or government regulation applicable to such Subscriber Content. Subscriber agrees that any use of the Services contrary to or in violation of the representations and warranties of Subscriber in this section constitutes unauthorized and improper use of the Services. The Company reserves the right, in our sole discretion, to deny or suspend use of the Site or the Platform to anyone for any reason.

Subscriber Responsibility for Data and Security. Subscriber and its Authorized Users shall have access to the Subscriber Content and shall be responsible for all changes to and/or deletions of Subscriber Content and the security of all passwords and other Access Protocols required in order the access the Services. Subscriber shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Content

Copyright Policy. Company reserves the right to terminate its agreement with any Subscriber who repeatedly infringes third party copyright rights upon prompt notification to Company by the copyright owner or the copyright owner’s legal agent.

Additional Subscriber responsibilities. It shall be Subscriber’s sole responsibility to perform those specific services that are necessary to establish Subscriber’s or Authorized Users’ use of the Software, AlemHealth Devices, Documentation, and Services.

No Warranty; Disclaimer. No Warranty; Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, ALEMHEALTH DEVICES, DOCUMENTATION, AND SERVICES ARE PROVIDED SOLELY ON AN “AS IS,” AND “AS AVAILABLE BASIS, WITHOUT WARRANTY OF ANY KIND, AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, ALEMHEALTH DEVICES, DOCUMENTATION, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO SUBSCRIBER BY COMPANY. COMPANY DOES NOT WARRANT THAT ANY OR ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SOFTWARE, ALEMHEALTH DEVICES, AND SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER IN THEIR ENTIRETY.

Type of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, COMPANY OR ITS SUPPLIERS SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH COMPANY’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, ALEMHEALTH DEVICES, DOCUMENTATION, SERVICES OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Amount of Damages. THE CUMULATIVE LIABILITY OF COMPANY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50). IN NO EVENT SHALL COMPANY’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO SUBSCRIBER IN ITS ENTIRETY. THIS LIMITATION OF LIABILITY SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

Confidential Information. The Software, Services, AlemHealth Devices and Documentation are the Confidential Information of Company. Subscriber agrees that it will not use or disclose to any third party any Confidential Information of the Company, except as expressly permitted under this Agreement. Subscriber will limit access to the Confidential Information to Authorized Users who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, Subscriber will protect the Company’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At Company’s request or upon termination of this Agreement, Subscriber will return to Company or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that Subscriber has in its possession at the time of such request or as of the effective date of termination, and, if requested by Company, Subscriber shall provide to Company a written affidavit certifying compliance with this sentence.

By Subscriber. Subscriber will defend, indemnify, and hold harmless Company, and its officers, directors, employees, agents, and customers (each, a “Company Indemnitee”) from and against any claim, suit, demand, or other legal action (each, a “Claim”) brought by a third party against any Company Indemnitee(s), to the extent such Claim arises from or relates to any breach of this Agreement by Subscriber, and Subscriber shall pay all liabilities, costs, damages, and expenses (including, without limitation, attorneys’ fees) suffered or incurred by Company Indemnitees in connection with such Claim.

Term. This Agreement commences on the Effective Date and remains in effect on a month-to-month basis unless terminated as set forth below

Termination. Either party may terminate this Agreement for convenience, for any or no reason, upon written notice to the other party, with such termination becoming effective at 11:59PM Pacific Time of the last day of the then-current month. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) within ten (10) days after the effective date of termination, Subscriber shall comply with the obligations to return all Confidential Information of Company, as set forth in the section titled Confidentiality; (c) within ten (10) days after the effective date of termination, Company shall discontinue all use of Subscriber Content and, (d) within ten (10) days after the effective date of termination, Subscriber shall allow Company reasonable access to Subscriber’s premises so that Company may take possession of the AlemHealth Devices, or, if requested by Company, Subscriber shall return the AlemHealth Devices to Company. Any payment obligation of Subscriber, and the sections and subsections titled Definitions, Limitations, No Warranty, Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason.

Privacy. We at AlemHealth recognize your right to confidentiality and are committed to protecting your privacy. AlemHealth operates under the following set of strict privacy principles:

The only information AlemHealth obtains about individual visitors to its Site is that supplied voluntarily by visitors. In cases when AlemHealth may need personal information to provide visitors with customized content or to inform them about new features or services, visitors are explicitly asked for that information. Personally identifiable information provided by visitors (name, email or home address, etc.) will not be disclosed to anyone unless visitors indicate that AlemHealth may do so.

Only statistical information about our visitors as a group (usage habits, demographics) may be shared with any partner of AlemHealth. Personally identifiable information will not be shared at any time without the visitor's permission. AlemHealth employs strict security measures to safeguard on-line transactions; personal information is stored in a secured database.
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The following discloses our information gathering and dissemination practices for this Site:

AlemHealth is required to comply with the federal health care privacy and security laws and maintain safeguards to protect the security of your health information. We devote considerable effort toward ensuring that your personal information is secure. Information regarding our use of health and other personal information is provided in our Site Privacy Policy. As part of providing you with access to our Site and Platform, we may need to provide you with certain communications, such as requests for additional medical records, service announcements and administrative messages. These communications are considered part of the Site, the Platform and your Account. While secure electronic messaging is always preferred to insecure email, under certain circumstances, insecure email communication containing personal health information may take place between you and medical providers on our platform. AlemHealth cannot ensure the security or confidentiality of messages sent by email or any communication exchanges between you and medical providers outside the purview and the protection of the Platform.

IP Address. An IP address is a number automatically assigned to your computer whenever you access the Internet. All computer identification on the Internet is conducted with IP addresses, which allow computers and servers to recognize and communicate with each other. AlemHealth collects IP addresses in order to conduct system administration, report aggregate information and to conduct site analysis. If a visitor requests pages from AlemHealth, the AlemHealth servers enter the visitor's IP address into a log. To maintain visitor anonymity, AlemHealth does not associate IP addresses with records containing personal information. However, AlemHealth will use IP addresses to identify any visitors who refuse to comply with AlemHealth's rules or terms of service, to identify visitors who threaten our service, Site, Platform, customers or others, to enforce our legal rights or when required to do so by law enforcement authorities.

Cookies. The Site and Platform may attempt to place a small data text file called a "cookie" in the browser files of your computer's hard drive. Cookies are pieces of information that a site transfers to an individual's hard disk for record keeping purposes. These cookies automatically identify your browser to our server whenever you interact with the Site or the Platform. Most browsers accept these cookies, but you may change the settings on your browser to prevent acceptance of cookies. Our Site and Platform use cookies during your on-line session to deliver content specific to your interests and to collect the domain name of the server from which you are visiting. Cookies allow us to avoid showing you the same ad or other message repeatedly. Our cookies do not contain personal information. They do enable AlemHealth to relate your use of the Site and Platform to information that you have specifically and knowingly provided to our Site or Platform.

Registration. To gain access to certain portions of our Site a user may be required to provide contact information such as name, email address, gender, age or residence. This information is only collected with your permission and on a voluntary basis. The customer's contact information is used to contact the visitor when necessary. Demographic and profile data are also collected at our Site. We use this data to tailor the visitor's experience at our Site, showing the visitor content that reflects his or her stated preferences.

E-Commerce and E-Healthcare Transactions. Some AlemHealth Site features may use applications to collect data to facilitate an e-commerce or e-health care transaction. We will ask your explicit permission to transfer this data to the third-party to facilitate this transaction.

AlemHealth may store this information to verify the transaction for customer service and accounting reasons and may use this information to help personalize your experience on the AlemHealth Site and Platform. AlemHealth may also share this information with other third-parties on an aggregate basis, but it does not indicate the identity of individual users.

With your permission, AlemHealth may send you informational emails or surveys. In addition, the Site provides you with the opportunity to receive communications from third-parties or us. To stop receiving communications, see the Removal of Information section below. Please be aware that Internet and email communications are not confidential. It is possible that information transmitted via email may be read or obtained by other parties.

Geographical Restrictions. The Company makes no representation that all products, services and/or material described on the Site and the Platform, or the Platform available through the Site and the Platform, are appropriate or available for use in locations outside the United States or all territories within the United States.

Limited LIability. THE SUBCRIBER UNDERSTANDS THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ALEMHEALTH OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR PLATFORM, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subscriber hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against Subscriber by Company arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The laws of the jurisdiction where Subscriber is located may be different from California law. Subscriber shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Software, AlemHealth Devices, Documentation, or Services hereunder.

Export. Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Subscriber agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the subsection titled Limited Warranty.

Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Remedies. Company’s rights and remedies under this Agreement are cumulative. Subscriber acknowledges that the Services, AlemHealth Devices, Software, and Documentation contain valuable trade secrets and proprietary information of Company, that any actual or threatened breach of the sections titled Intellectual Property or Confidentiality or any other breach by Subscriber of its obligations with respect to Intellectual Property Rights of Company will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy. In such case, Company will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any Software, AlemHealth Devices, Documentation, or any portions thereof, that Subscriber attempts to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

No Assignment. Subscriber shall not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Company, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign this Agreement or delegate its obligations hereunder, in whole or in part, to any third party provided that such third party agrees to be bound by the terms hereof. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.

Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

Independent Contractors. Subscriber’s relationship to Company is that of an independent contractor, and neither party is an agent, employee, or partner of the other. Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.

Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.