Terms & Conditions
1. DEFINITIONS
“Administrator” means the individual identified by the Customer on the Order Form as the Administrator for the Customer, provided Customer may change designation of Administrator from time to time.
“Affiliate” means any entity that has entered into Order Forms pursuant to this Agreement and which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Applicable Law” means all federal, state, and local laws and regulations, including, without limitation, those relating to kickbacks, fraud and abuse, confidentiality (including HIPAA), Medicaid, Medicare, or the Telephone Consumer Protection Act, in each case to the extent directly applicable to the respective Party’s performance of its obligations under this Agreement.
“Company” means Ceras Health, Inc., and its employees, agents and independent contractors retained by Ceras Health, Inc. to provide services to Customer hereunder
“Content” means information obtained by Ceras from Our content licensors, Customer content, or publicly available sources and provided to Customer pursuant to an Order Form, as more fully described in the Documentation.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement.
“Documentation” means the Ceras User Guides, documentation, help and training materials, which are incorporated herein. In the event Company elects to modify the Documentation after the date hereof.
“NonCeras Application”- means online applications and offline software products that are provided by entities or individuals other than Ceras and are clearly identified as such, and that interoperate with the Services.
“PurchasedServices” means Services that Customer or Customers Affiliates purchased
“Services” means the services that are provided as subscribed by Customer under an Order Form and made available online as Purchased Services by Ceras, including associated offline components, as described in the Documentation. Services exclude non Ceras Applications, application program interfaces, and Content.
“User(s)” means individuals who are authorized by You, as such term is defined below, to use the Services, for whom subscriptions to the Service have been ordered, and who have been supplied user identifications and passwords by You (or by Company at Your request). Users may include but are not limited to Your employees, consultants, contractors, agents, patients, caregivers, and third parties with which You transact business. If the User is an employee, consultant, contractor, agent, or third party with which You transact business with, then they will be explicitly defined as an Enterprise User. If the User is a patient or caregiver, then they will be explicitly defined as a Consumer User. For the purposes of the Service Fees or Purchased Services, Active User shall mean Consumer User that have received Services or applications provided by the Company.
“UserData” means all electronic data or information submitted by Users to Ceras or the Services, which is accessible to the User through the Services. If the data pertains only to Enterprise Users, then the data shall be referenced as Enterprise Data. If the data pertains only to Consumer Users, then the data shall be referenced as Consumer Data. If the data pertains only to Company, then the data shall be referenced as Company Data.
“You”or “Your” means the company or legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
2. SERVICES
2.1. Provision of Services. Company shall make the Services available to Customer and Users pursuant to this Agreement and the applicable Order Forms during each subscription term. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Company regarding future functionality or features. COMPANY DOES NOT PROVIDE DIAGNOSTIC, MEDICAL OR EMERGENCY ADVICE OR SUPPORT.
2.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are ordered as User subscriptions and may be accessed by no more than the specified number of Users: meaning one named User subscription per one physical person.
2.3. Activation of the Services. Upon electronic receipt of this completed agreement from Customer, Company will activate one User subscription for each User requested listed in the applicable Order Form and notify the Users of the availability of the Services via e-mail. Each User will be required to read, understand and accept the End User License Agreement and Terms of Use (“EULA”) and Privacy Policy (“Privacy Policy”) click-through during implementation on the Services in order to obtain access and use of the Services.
2.4. Customer Responsibility. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality, and legality of User Data and means by which Customer acquired User Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with Documentation and applicable laws and government regulations. Using Commercially reasonable efforts, Customer shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent, or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
2.5. Suspension and Termination of Use of the Services. Customer acknowledges and understands that a User’s access to the Services may be, after ten (10) day notice to cure, suspended or terminated due to breach of the User’s EULA agreement with Company for the Services or Customer’s breach of this Agreement, unless such breach has, or is likely to, result in a violation of law, including HIPAA and HITECH, in which case no notice to cure shall be required, but Company shall notify Customer as quickly as practicable of the circumstances surrounding such breach so that Customer can take steps, if any, to mitigate or resolve the issue. In no case will any such termination or suspension give rise to any liability of Company to Customer or to the User for damages, except if same arises from the Company’s own gross negligence or willful misconduct.
3. NON-CERAS APPLICATIONS AND CONTENT
3.1. Non-Ceras Applications and Content. The Services may enable Users to access non Ceras Applications and Content, including but not limited to web sites, Content, products, API, wearable technology, advertisers, affiliates, and sponsors of such third parties. Company shall be responsible for any non Ceras Applications and Content available through the Services and bears all risk associated with the access and use of these. However, any acquisition by User of non Ceras Applications and Content and any exchange of data between User and such non Ceras Application and Content provider, is solely between the User and the applicable non Ceras Application and Content provider. Company does not warrant or support non Ceras Applications or Content unless provided by Ceras pursuant to the Services. If the provider of any such non Ceras Application or Content ceases to make the products or services available for interoperation with the Service features on reasonable terms, Company may cease providing such Service features after ten (10) day notice to Customer following which the Fees due will be reduced appropriately.
3.2. Non-Ceras Applications and Your Data. If the User installs or enables non-Ceras Applications for use with the Services, You acknowledge that Company may allow providers of those non-Ceras Applications to access Your Data solely to the extent required for the interoperation of such non-Ceras Applications with the Services. Company shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by non-Ceras Application providers except when such disclosure modification or deletion results from Ceras handling, sharing, re-sharing and/or distribution of Your Data and/or results from the Company’s gross negligent or willful misconduct.
4. USER DATA OBLIGATIONS
4.1. Customer Restrictions and Privacy Obligations. Customer will maintain commercially reasonable and appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of User Data as processed by the Order Form. Using Commercially reasonable safeguards, Customer shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of a third-party privacy rights, (d) use the Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks, (g) modify User Data, or (h) disclose User Data except as compelled by law or as expressly permitted in writing by User. In addition, Customer shall comply with all applicable laws in provisioning the Services to Users.
4.2. Company Restrictions and Privacy Obligations. Company will maintain commercially reasonably appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of User Data resident on the Services. Company shall not (i) modify User Data, (ii) disclose User Data except as compelled by law or as expressly permitted in writing by the User and subject to the terms of the Business Associate Agreement, attached hereto as Exhibit A or (iii) access User Data except as to provide the Services and prevent or address service or technical problems, or at the User’s request in connection with support matters.
4.3. Retention of User Data. Following thirty (30) days after termination of the Agreement, Company shall remove all User Data from the Services. Notwithstanding the above, Company shall retain an archive of all Consumer Data.
4.4. HIPAA. Customer understands and acknowledges that (i) the Services and Company are configured to receive and store Personal Health Information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), (ii) Company may from time to time process PHI on behalf of Users, and (iii) Company shall be deemed a “Business Associate,” as that term is defined under HIPAA, and subject to the terms of the HIPAA Business Associate Agreement available at www.cerashealth.com/policy/BAA. As such, Customer agrees, on behalf of itself and Users, to use the Services in accordance with Company’s Privacy Policies and EULA, available at www.cerashealth.com/policy/EULA. In addition, Customer and Company understand and acknowledge that the HIPAA Business Associate Agreement to comply with the HIPAA rules and regulations. Customer and Company agree either party may terminate this Agreement immediately if Company, Customer or Users are found to be in violation of this Section.
5. FEES AND PAYMENT
5.1. Fees. Customer will pay all fees specified in the packages and for those packages selected and confirmed by the Customer. Except as otherwise specified herein (i) fees are based on the total number of Active Users, (ii) payment obligations are non-cancelable and nonrefundable after such payment obligations have been accrued. Company reserves the right to change the Fees or applicable charges, after notification to Customer, and to then institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company in order to dispute same or, if payment has already been made, to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department or the Company representative that has been working with Customer.
5.2. Invoicing and Payment.: Company shall submit Monthly invoices to Customer for all Fees within five (5) business days after the end of the month. Customer shall pay the Fee due within twenty-one (21) days after the date of invoice from Ceras, subject to confirmation of Customer billing reimbursement from the insurance company.
5.3. Overdue Payments. Unpaid amounts are subject to a finance charge of 2 % per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service if uncured following ten (10) day notice to cure. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
5.4. Suspension of Services and Acceleration. If any amount owed by Customer under this Agreement for the Services is thirty (30) or more days overdue, Company may, , without limiting Company’s other rights and remedies, accelerate Customer’s unpaid fee obligations under such Agreement so that all such obligations become immediately due and payable, and suspend the Services to all applicable Users until such amounts are paid in full. Company will provide at least seven (7) days’ prior notice that Customer’s account is overdue, in accordance with Section 13.1 (notice provision), before suspending the Services.
5.5. Payment Disputes. Company shall not exercise its rights under Section 5.3 and 5.4 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. Upon non-renewal or termination of this Agreement, Company will promptly and within thirty (30) days following termination, if commercially reasonable deliver the total patient data set created by the Customer in an electronic format
6. MARKETING AND PUBLICITY
6.1. Marketing. Neither Party will make false, misleading or disparaging statements regarding the other Party or its technology or services, or in their capabilities, features, functions, or performance, including without limitation in or in the course of any sales, advertising, marketing, publicity, and other activities under this Agreement.
6.2. Trademarks. Neither Party may use the other Party’s trademarks without prior written approval and only to the extent of and within the scope of the permission granted.
7. PROPRIETARY RIGHTS.
7.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, Company reserves all rights, title, and interest in and to the Services, any modifications thereto, all materials provided by Company to Customer or Users, including all intellectual property rights. No rights are granted to Customer hereunder other than those expressly set forth herein.
7.2. Restrictions. Customer shall not (i) permit any third-party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services except as permitted herein, (iii) copy, frame or mirror any part of content of the Services, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
7.3. Ownership of Data; License. Subject only to the limited license expressly granted hereunder, as between Company and Customer, Company acquires no right, title, or interest from Customer or Users under this Agreement in or to Users Data, including any intellectual property rights therein, which data remains the property of Users for whom Customer remains the custodian of such data. Users are solely responsible for Users Data that Users upload, publish, display, link to or otherwise make available on the Service subject to this Agreement, to the limitations of HIPAA and the terms of Business Associate Addendum. Customer hereby grants to Company a worldwide non-exclusive, royalty-free, transferable license to use, reproduce, and display de-identified User Data, including but not limited to, providing the Services to Customer, for use in Company marketing materials, and as necessary for continued product development. Company will not review, share, distribute, or reference any User Data except as provided herein or as may be required by law. At any time during the term of this Agreement at the Customer’s request or upon the termination or expiration of this Agreement for any reason, Company shall, and shall instruct all Authorized Persons to, promptly return to the Customer all copies, whether in written, electronic or other form or media, of Personal Information in its possession or the possession of such Authorized Persons, or securely dispose of all such copies, and certify in writing to the Customer that such Personal Information has been returned to Customer or disposed of securely. Service Provider shall comply with all reasonable directions provided by Customer with respect to the return or disposal of Personal Information.
7.4. Suggestions. Customer agrees that Company shall have the right royalty-free and worldwide to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided Customer and Users relating to the Services.
8. CONFIDENTIALITY
8.1. Definition. In this Agreement, “Confidential Information” means all information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include User Data; Company’s Confidential Information shall include the Services; and Confidential Information of each Party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology, and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information (other than User Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosing by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third-party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party as evidenced by contemporaneous written records, or disclosure of which is compelled by operation of law subject to Section 8.3 hereof.
8.2. Protection and Obligations of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.. Neither Party shall disclose the terms of this Agreement or any Order Form to any third-party other than its Affiliates and their legal counsel and accountants without the other Party’s prior written consent.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9. WARRANTY AND DISCLAIMERS
9.1. Warranties. Both Parties warrant that they have validly entered into this Agreement and have the legal power to do so.
9.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY ANY OTHER PARTY.
10. MUTUAL INDEMNIFICATION
10.1. Indemnification by the Company. The Company shall indemnify You against any claim, demand, suit, or proceeding made or brought against You for (i) any violation of Applicable Law or (ii) breach hereof by Company, or (iii) action by a third-party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third-party (each of (i), (ii) and (iii) collectively referred to as a “Claim Against Customer”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for the amounts paid by You under a court-approved settlement of, a Claim Against Customer; provided that You (i) reasonably promptly give Company written notice of the Claim Against Customer; (ii) give Company sole control of the defense and settlement of the Claim Against Customer (, provided same is not prohibited by Customer’s insurance policy underwriter and further provided that we may not settle any Claim Against Customer unless the settlement unconditionally releases You of all liability); and (iii) provide to Company reasonable assistance, at Company’s expense. In the event of a Claim Against Customer, or if Company reasonably believes the Services may infringe or misappropriate, Company may in its discretion and at no cost to You (a) modify the Services so that they no longer infringe or misappropriate, (b) obtain a license for Your continued use of the Services in accordance with this Agreement, or (c) terminate Your User subscriptions for such Services upon 30 days written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. The terms of this Section 10.1 shall survive any termination or expiration of this Agreement. In the event Customer sustains any damages as a result of the acts or omissions of Company with respect to the submission of claims, Company shall reimburse Customer for such damages by way of refund or credit against future invoices, at the option of Customer.
10.2. Indemnification by Customer. You shall indemnify Company against any claim, demand, suit, or proceeding made or brought against Company by a third-party alleging that Customer’s User Data, Your Content, Content uploaded by Users, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third-party or violates applicable law (a “Claim Against Ceras”), and unless such claim is attributable to Company, shall indemnify Company for any damages, reasonable attorney fees and costs finally awarded against Company as a result of, or for any amounts paid by Company under a court-approved settlement of a Claim Against Ceras; provided that Company (i) promptly gives You written notice of the Claim Against Ceras; (ii) gives You sole control of the defense and settlement of the Claim Against Ceras (provided that You may not settle any Claim Against Ceras unless the settlement unconditionally releases Company of all liability); and (iii) provide to You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy. This Section 10 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim described in this Section.
11. LIMITATION OF LIABILITY
11.1. Limitation of Liability. Neither Party’s liability with respect to any single incident arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) shall exceed the total fees paid and/or owed by the Customer under this Agreement, . The foregoing shall not limit Customer’s payment obligations under the “Fees and Payment” section above nor apply to any fine, demand, claim or assessment emanating from Company’s violation of Applicable Law.
11.2. Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from any cause beyond its reasonable control, including but not limited to, acts of God; labor disputes or other industrial disturbances; electrical or power outage; utilities or telecommunications failures; earthquake, storms or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; or war In the event a Force Majeure event occurs, Company shall promptly notify Customer of same and any time frames within which Company is supposed to perform a service shall be extended on a per day basis for each day the Force Majeure event continues. Notwithstanding the foregoing, Company shall have backup and remote systems in place and any potential force majeure event which could be avoided by such backup or remote services shall not be considered Force Majeure.
11.3. Exclusion of Consequential and Related Damages. Except as otherwise set forth herein, in no event shall either Party has any liability to the other Party for any lost profits or revenues for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort, or under any other theory of liability, and whether or not the Party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.
12. COMPLIANCE WITH APPLICABLE LAWS
12.1. The Parties hereto shall comply with all applicable laws, rules, and regulations in their performance of this Agreement. Each Party will, at its own expense, cooperate with, and provide any necessary information to, the other Parties to the extent reasonable required for such compliance. The Parties will promptly negotiate in good faith to amend this Agreement as necessary so as to incorporate any legally required contractual provisions and to allocate between them the costs and burdens, if any, associated with performance of specific, legally required beyond those set forth herein or otherwise existing as of the Effective Date.
12.2. Each Party shall comply with Applicable law. Customer is solely responsible for compliance with all legal and regulatory requirements with respect to Customer’s use of the Services. The Parties agree that (i) any fees charges or amounts paid hereunder are not intended, nor will they be construed to be, an inducement or payment for referral of patients among Ceras, the Customer, or any third party, and (ii) neither Party will enter into any agreements, or otherwise make any payments, for the purpose of rewarding the referral of patients among Ceras, the Customer, or any third party. The Parties shall each separately maintain effective compliance programs consistent with the relevant compliance guidelines set forth by the Office of the Inspector General of the Department of Health and Human Services. The Parties shall cooperate with each other to provide prompt, accurate, and full responses to any material inquiry or concern of either Party related to compliance and to any reasonable request by either Party for clarification, documentation, or further information concerning the other Party’s billing or provision or, or referrals related to, health services for the Customer.
12.3. Neither Party shall bill or claim payment in any form, directly or indirectly, from any government health care program or other third-party payer for the cost of the Services, without limitation, on a government cost report, unless permitted or required by law. The professional duty to treat the patients lies solely with the Customer (and the authorized professionals affiliated with the Customer) and use of information contained in or entered into or provided through the Services in no way replaces or substitutes for the professional judgment or skill of the Customer. Neither Party will be liable for any action or inaction of the other Party which may give rise to liability under the federal False Claims Act or any state version thereof.
13. TERM AND TERMINATION.
13.1. Term. The initial term of this Agreement is for one month. This Agreement will automatically renew for additional, successive, one-month terms unless a Party provides written notice of non-renewal to the other Party as described in Section 13.2 herein. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term.
13.2. Termination for Convenience. Either Party may terminate this Agreement at any time, for any or no reason whatsoever, upon ninety (90) days prior written notice to the other party (“Termination Effective Date”) and the termination will be effective on the last calendar day of the month of the Termination Effective Date.
13.3. Termination for Cause. Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement for cause by delivering a written termination notice to the other Party if the other Party materially breaches this Agreement and has not remedied the breach within thirty (30) days (the “Cure Period”) after receipt of a written notice (the “Default Notice”) from the non-breaching Party describing the breach and stating the non-breaching Party’s intention to terminate this Agreement if the breach is not remedied within the Cure Period.
13.4. Survival. Notwithstanding any other provision of this Agreement: (i) the termination or expiration of this Agreement will not relieve either Party of its outstanding obligations at the time of such termination or expiration; and (ii) the following provisions of this Agreement, Section 1 (Definitions), Section 5 (Fees and Payment), Section 7 (Proprietary Rights), Section 8 (Confidentiality), Section 9 (Warranties and Disclaimer), Section 10 (Mutual Indemnification), Section 11 (Limitation of Liability), and Section 13 (General Provisions) and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the expiration or termination of this Agreement and will remain in full force and effect and be binding upon the Parties as applicable.
14. MISCELLANEOUS
14.1. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (i) personal delivery, (ii) the second business day after mailing, or (iii), except for notices of termination or an indemnifiable claim (“Legal Notices”), the first business day after sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All Legal Notices and other notices to Customer will be addressed Customer’s address included. All notices to Ceras shall be directed to Ceras Health, Inc., Attn: Legal Department, 20 Park Plaza, Suite 1400, Boston, MA 02116, legal@cerashealth.com.
14.2. Use of Third Parties. Customer must require that any third parties it employs or contracts within the performance of this Agreement will also fully comply with all applicable laws. Customer is fully responsible for the activities of any third parties it uses in the performance of this Agreement.
14.3. Relationship of the Parties. The Parties are independent contractors. This Agreement shall not render either Party an employee, partner, agent of, or joint venture partner with the other Party for any purpose. There are no third-party beneficiaries to this Agreement.
14.4. Export Compliance. The Services may be subject to export compliance laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use the Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
14.5. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Company’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, you will use reasonable efforts to promptly notify our Legal Department.
14.6. Amendment or Modifications; Waiver. No amendment change or modification of this Agreement shall be valid unless in writing signed by the parties hereto. No failure or delay by either Party in exercising any rights under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
14.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, then that provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose or materially change the benefits for which one of the parties bargained.
14.8. Assignment. Neither Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, to any third-party without the other Party’s prior written consent. This Agreement will bind and inure to the benefit of the Parties’ successors and permitted assignees.
14.9. Governing Law; Venue. This Agreement will be governed and construed in accordance with the laws of the State of Massachusetts, without regard to its conflict of law rules.
14.10 Complete Agreement. This Agreement reflects the complete and final agreement between the parties, and supersedes, integrates and replaces all prior and contemporaneous communications, negotiations and understandings, with respect to the subject matter hereo