MASTER SERVICES AGREEMENT

This Master Services Agreement (the “MSA”) is entered into by and between Abeo Solutions, LLC, a Texas limited liability company, with an address of 12112 Anderson Mill Road, Bldg. 12-A, Austin, Texas 78726 (“Crystal Practice Management”) and the legal entity set forth in the applicable Order Form (as defined below (“Provider”).  Each of Crystal Practice Management and Provider may be referred to individually as a “Party” and, collectively as the “Parties”.  THIS MSA, INCLUDING ANY SOWS, EXHIBITS, AND SCHEDULES HERETO AND ANY APPLICABLE ORDER FORM(S) SHALL CONSTITUTE THE “AGREEMENT.” THE AGREEMENT IS EFFECTIVE AS OF THE ORDER FORM EFFECTIVE DATE (AS DEFINED AND SET FORTH IN THE INITIAL ORDER FORM) (“EFFECTIVE DATE”). BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS MSA BY REFERENCE, THE PROVIDER AGREES TO BE BOUND BY, AND IS A PARTY TO, THIS MSA AND THE AGREEMENT.

1. DEFINITIONS. The following definitions shall apply to the Agreement:

1.1 “Additional Features” means any additional features of the Crystal Practice Management Platform, to the extent selected by Provider in the applicable Order Form or otherwise requested by Provider and provided by Crystal Practice Management.

1.2 “Access Protocols” means the user names, identification numbers, passwords, server licenses (as applicable), workstation licenses, access codes, security keys or tokens, or other technical specifications, connectivity standards or protocols, or other relevant procedures, used alone or in combination, that are used to verify the identity of Provider or any Authorized Users and allow Provider or any Authorized Users to use the Crystal Practice Management Platform.

1.3 “Affiliate(s)” means, with respect to a Party, any legal entity that directly or indirectly is controlled by, controls or is under common control with such legal entity; provided, that “control” means (a) ownership as to more than 50% of another legal entity or (b) the power to direct decisions, management and policies of another legal entity, whether by reason of ownership, by contract, or otherwise.

1.4 “Authorization” means an express consent and authorization from each Authorized User and from each Patient permitting, under all applicable Data Protection Laws, the Personal Data and other Provider Content relating to such Authorized User or Patient to be Processed by Crystal Practice Management as set forth in the Agreement.

1.5 “Authorized User” means each of Provider’s employees, agents, and independent contractors who are authorized to access and use the Crystal Practice Management Platform pursuant to Provider’s rights under the Agreement and for whom access and use of the Crystal Practice Management Platform has been purchased under an Order Form.

1.6 “Beta Products” means any pre-release, preview or beta products, services or features provided by Crystal Practice Management to Provider.

1.7 “Business Associate Agreement” or “BAA” means Crystal Practice Management’s business associate agreement setting forth the conditions under which Crystal Practice Management may create, receive, maintain, or transmit PHI, as described in 45 C.F.R. § 164.504(e) and § 164.314(a).

1.8 “Crystal Practice Management Platform” means Crystal Practice Management’s proprietary practice management software, either by software installation, remote desktop connection, or software-as-a-service, including integrations with third-party partners, Additional Features, Updates, configurations and customizations of any of the foregoing, and any integrated artificial intelligence or machine learning functionalities.

1.9 “Data Breach” means any unauthorized access to or disclosure or acquisition of Personal Information, including (a) any act or omission that materially compromises the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by Crystal Practice Management, or by Provider Systems should Crystal Practice Management have access to such Provider Systems, that relate to the protection of the security, confidentiality, availability, or integrity of Personal Information, or (b) receipt of a complaint in relation to the privacy and data security practices of Crystal Practice Management or a breach or alleged breach of this Agreement relating to such privacy and data security practices.

1.10 “Data Protection Laws” means any Law governing the privacy, security, confidentiality, protection, processing, or transfer of the Personal Data or that govern the rights of Authorized Users, Patients, or other data subjects with regard to that Personal Data. Data Protection Laws include the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, and all regulations implemented under either act (collectively, “HIPAA”) with regard to any Personal Data that is PHI.

1.11 “De-Identified Data” means data created, collected or otherwise derived from any Provider Materials in connection with Crystal Practice Management’s provision of the Crystal Practice Management Platform or the Services under the Agreement that is anonymized and/or aggregated and which does not identify Provider, Patient, or any other individual.

1.12 “Doctor” means one licensed optometrist, ophthalmologist, or other medically certified professional engaged in clinical care.

1.13 “Documentation” means the manuals, including any user manuals (if any), or other documentation provided to Provider by Crystal Practice Management, in either physical or electronic form, which describe the functionality, features, components of the Crystal Practice Management Platform, including support resources found at https://help.crystalpm.com/.

1.14 “Governmental Authority” means any federal, national, provincial or state or local government, including any political subdivision thereof, or any agency, court or administrative body of competent jurisdiction.

1.15 “Harmful Code” means any software, hardware, or other technology or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or destroy, disable or otherwise harm or impede any computer, software, hardware, system or network, including the Crystal Practice Management Platform.

1.16 “Initial Term” has the meaning set forth in the Order Form.

1.17 “Intellectual Property Rights” means any and all intellectual property rights in any part of the world, whether arising under statutory law, common law or by contract and whether or not registered or perfected, including without limitation, all: (i) trade dress, trademark, and service mark rights; (ii) patents, patent applications and patent rights; (iii) rights associated with works or authorship including copyrights, copyright applications, copyright registrations, mask works rights, mask work applications, mask work registrations; (iv) rights relating to trade secrets and confidential information; (v) any rights analogous to those set forth in this definition and any other proprietary rights relating to such intellectual property; and (vi) divisionals, continuations, renewals, reissues and extension of the foregoing (as and to the extent applicable) now existing, hereafter filed, used or acquired.

1.18 “Laws” means any and all applicable federal, state, provincial, or local law, ordinance, statute, rule, regulation, code, order, treaty, judgment, executive order, decree or other requirement of any Governmental Authority.

1.19 “Licensed Content” means copyrighted material provided by the American Medical Association, including current procedural terminology codes, a registered trademark of the AMA (“CPT”) .

1.20 “Order Form” means an order form, executed between the Parties, that references this MSA and sets forth the Services being purchased by Provider and the applicable Fees.

1.21 “Patient” means any patient of Provider whose Personal Data and/or PHI is submitted to the Crystal Practice Management Platform by Provider or one or more Authorized Users in connection with the Agreement.

1.22 “Payment Processing Methods” means a method of enabling payments by customers to Provider such as credit and debit cards, online and offline bank transfers and direct debits offered by the Payment Networks.

1.23 “Payment Networks” means Visa, Mastercard, American Express, Discover, and any card network issuing credit or debit cards, and nationally accepted banking or payment network (such as NACHA).

1.24 “Personal Data” means any information that identifies or can us used to identify an individual and that is “personal data,” “personal information,” “personally identifiable information,” or PHI under applicable Data Protection Laws.

1.25 “PHI” means “protected health information” as defined in 45 C.F.R. 160.103.

1.26 “Platform Services” means the provision of use and access to the Crystal Practice Management Platform to Provider and its Authorized Users.

1.27 “Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

1.28 “Professional Services” means the professional services provided by Crystal Practice Management to Provider, as described in any statement of work executed between the Parties, that references this MSA (“SOW”).

1.29 “Provider Content” means any data (including, without limitation, Personal Data of Patients), content and information provided by, or on behalf of, Provider or its Authorized Users to Crystal Practice Management, the Crystal Practice Management Platform or for use in connection with the Services.

1.30 “Provider Materials” means, collectively, (i) Provider Content and (ii) other information, materials, software, information, instructions, data, or other materials provided by, or on behalf, of Provider or its Authorized Users to Crystal Practice Management, the Crystal Practice Management Platform or for use in connection with the Services.

1.31 “Services” means any services provided by or through Crystal Practice Management to Provider under the Agreement, including Professional Services, Platform Services, Onboarding Services, and Payment Processing Services.

1.32 “Subsequent Term” has the meaning set forth in the Order Form.

1.33 “Updates” means any upgrades, updates, bug fixes, or improvements to the then-current, general release version of Crystal Practice Management Platform that Crystal Practice Management generally makes available to all users of the Crystal Practice Management Platform during the Term of the Agreement.

1.34 “Usage Data” means any data collected by or on behalf of Crystal Practice Management or its Payment Service Providers relating to Provider or its Authorized User’s usage of the Crystal Practice Management Platform or the Services, including e.g., device and connection information; crash and error information; browser and operating system information; clickstream data; user conduct, engagement, intent, and interaction information; traffic logs; haptic, and positional data; tracking information; and Provider’s purchase and order activity pertaining to the Crystal Practice Management Platform and the Services.

2. CRYSTAL PRACTICE MANAGEMENT PLATFORM; SERVICES; GRANT OF RIGHTS AND RESTRICTIONS

2.1 Crystal Practice Management Platform. Subject to the terms and conditions of the Agreement, and Provider’s payment of the Fees, Crystal Practice Management grants to Provider, during the Term of the Agreement, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Crystal Practice Management Platform and receive the Platform Services, in accordance with the applicable Order Form, solely for Provider’s internal business purposes.  Provider’s access and use of the Crystal Practice Management Platform and the Platform Services shall not exceed the scope of access, including the number of Authorized Users or Doctors, or Additional Features, set forth in the Order Form. Provider is not permitted to otherwise access or use the Crystal Practice Management Platform in any way.  

2.2 Documentation. Subject to the terms and conditions of the Agreement, Crystal Practice Management grants to Provider, during the Term of the Agreement, a limited, non-exclusive, non-transferable, non-sublicensable license to download, copy and reproduce a reasonable number of copies of the Documentation solely for use in connection with Provider’s use and access of the Crystal Practice Management Platform and receipt of the Platform Services and for Provider’s internal business purposes.

2.3 Updates. From time to time, Crystal Practice Management may, at Crystal Practice Management’s option, release Updates. Crystal Practice Management shall use commercially reasonable efforts to notify Provider of the release of any Updates to the extent that such Updates are material to Provider’s access and use of the Crystal Practice Management Platform. Crystal Practice Management shall work in good faith with Provider to determine an appropriate date and time to implement any Updates; provided, however, that Crystal Practice Management reserves the right to require Provider to implement any Updates by a date determined by Crystal Practice Management in its sole discretion.   Crystal Practice Management shall have no liability to Provider due to any failure of Provider to implement any Updates.

2.4 Provider Systems. Provider shall be responsible for and shall retain sole control over its information technology systems and infrastructure, including computers, software, hardware, and networks, including access to the internet (“Provider Systems”). Provider shall cause the Provider Systems to meet, the then-current technical requirements necessary to access and use the Crystal Practice Management Platform and receive the Platform Services. Except as otherwise set forth in the Agreement, the Platform Services do not include, and Crystal Practice Management shall not provide Provider with, any information technology systems and infrastructure, including computers, software, hardware, and networks.

2.5 Responsibility for Access Protocols. Provider shall be responsible for implementing, maintaining, tracking and terminating Access Protocols, for itself and any Authorized Users, pertaining to the access and use Crystal Practice Management Platform and receipt of the Platform Services. Provider shall implement physical, organizational, administrative and technical security measures, practices and protocols necessary to safeguard Provider’s Access Protocols and to prevent disclosure of the same to any third party. Provider shall immediately notify Crystal Practice Management if Provider learns of any unauthorized access, use, intrusion, attack, or disclosure of any Access Protocols or unauthorized access, use, intrusion, attack, or disclosure of the Crystal Practice Management Platform or the Platform Services. Provider and shall be responsible for any improper, malicious, harmful, or unauthorized access or use, intrusion, attack, or disclosure of the Crystal Practice Management Platform or the Platform Services caused by Provider or its Authorized Users or the Access Protocols.

2.6 Restrictions. Provider shall not, and shall not permit any Authorized Users or other third party to: (a) access or use the Crystal Practice Management Platform, Platform Services or Documentation except as expressly permitted by the Agreement; (b) copy, modify, adapt, alter, translate, or create derivative works from the Crystal Practice Management Platform, the Platform Services or Documentation; (c) sub-license, distribute, sell, use for service bureau use, lease, rent, loan, assign, distribute, publish, or otherwise transfer or make available the Crystal Practice Management Platform, the Platform Services, or Documentation to any third party; (d) reverse engineer, decompile, disassemble, decode or otherwise attempt to derive the source code for the Crystal Practice Management Platform or the Platform Services, in whole or in part; (e) disseminate performance-related information relating to the Crystal Practice Management Platform or the Platform Services to any third-party, except to the extent permitted in writing by Crystal Practice Management; (f) remove, obscure or alter any proprietary right notice related to the Crystal Practice Management Platform, the Platform Services or the Documentation; (g) bypass or breach any security device or protection used by Crystal Practice Management in connection with the Crystal Practice Management Platform or the Platform Services; (h) input, upload, transmit or otherwise provide any Provider Materials to or through the Crystal Practice Management Platform or the Platform Services that are unlawful, harmful or injurious to any third party, deceptive, defamatory, threatening, obscene, pornographic, abusive, libelous or encourages conduct that is in violation of Law, or that contains any Harmful Code; (i) access or use the Crystal Practice Management Platform or the Platform Services to send unsolicited or unauthorized junk mail, spam or other form of duplicative or unsolicited messages; (j) access of use the Crystal Practice Management Platform or the Platform Services in a manner intended to avoid incurring Fees or otherwise complying with the limitations on scope of access set forth in the Order Form; (k) access or use the Crystal Practice Management Platform to store or Process any PHI or otherwise provide any PHI to Crystal Practice Management, without having first entered into the Business Associate Agreement with Crystal Practice Management; or (l) knowingly violate HIPAA.

2.7 Changes. Notwithstanding anything to the contrary in the Agreement, Crystal Practice Management reserves the right to make any changes to Crystal Practice Management Platform or the Platform Services that it deems necessary or useful to (a) maintain or enhance the quality, efficiency, performance and delivery of the Crystal Practice Management Platform or the Platform Services or (b) comply with Law.

2.8 Ownership and Proprietary Rights. The Crystal Practice Management Platform, improvements, modifications, bug fixes, and version releases thereto, Documentation, all Usage Data and De-Identified Data, and all Intellectual Property Rights therein, and all other generally applicable technologies developed in the course of performing under the Agreement are and remain the exclusive property of Crystal Practice Management, and Crystal Practice Management shall retain all right, title and interest in and to the Crystal Practice Management Platform, improvements, modifications, bug fixes, and version releases thereto, Documentation, all Usage Data and De-Identified Data, and all Intellectual Property Rights therein, and all other generally applicable technologies developed in the course of performing under the Agreement.  Except for the limited licenses granted to Provider under the Agreement, nothing in the Agreement shall be deemed to assign or transfer any rights of Crystal Practice Management in the Crystal Practice Management, improvements, modifications, bug fixes, and version releases thereto, Documentation, all Usage Data and De-Identified Data, and all Intellectual Property Rights therein, and all other generally applicable technologies developed in the course of performing under the Agreement to Provider.  

2.9 Support Services. Subject to the terms and conditions of the Agreement, Crystal Practice Management will use commercially reasonable efforts to provide support to Provider for issues or problems experienced by Provider or its Authorized Users arising out of the use of the Crystal Practice Management Platform or the Platform Services or the failure of the Crystal Practice Management Platform or the Platform Services (“Support”). Crystal Practice Management will provide Support by making available support staff during normal business hours, defined as 9:00 a.m. to 6:00 p.m. CST, Monday through Friday, excluding weekends and any federal or state-recognized bank holidays (“Support Hours”). Crystal Practice Management shall use commercially reasonable efforts to (a) respond to requests for Support from Provider during Support Hours and (b) implement any fixes or workarounds intended to correct any reproducible issues, problems or failures of the Crystal Practice Management Platform.  In connection with any request for Support by Provider, Provider shall provide Crystal Practice Management with a reasonably detailed explanation, with access to the underlying data as necessary, to substantiate any such problem or failure and to assist Crystal Practice Management in its efforts to diagnose and correct the problem or failure. Provider acknowledges that its failure to provide such reasonably detailed explanation or access to any underlying data may delay Crystal Practice Management’s ability to provide Support. CRYSTAL PRACTICE MANAGEMENT SPECIFICALLY DENIES PROVISIONING OF ANY THIRD-PARTY SOFTWARE APPLICATION TECHNICAL SUPPORT OR SUPPORT FOR ANY PROVIDER SYSTEMS.

2.10 Availability.  Crystal Practice Management shall use commercially reasonable efforts to keep the Crystal Practice Management Platform operational and available for access and use by Provider and the Authorized Users.

2.11 Beta Products. From time to time, Crystal Practice Management may make Beta Products available to Provider at no charge. To the extent that Provider elects to receive Beta Products, Provider acknowledges and agrees that the Beta Products: (a) are provided on an “AS-IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis; (b) may contain bugs, errors, omissions and defects; (c) are intended for evaluation purposes and not for production use; (d) are not supported. Provider shall access and use any Beta Products at its sole risk. For the avoidance of doubt, Sections 6.1 and 9.3 of the Agreement shall not apply to Provider’s such access and use of such Beta Products and Crystal Practice Management shall have no liability to Provider for Provider’s use and access of any Beta Products. Prior to accessing and using any Beta Products, Crystal Practice Management may require Provider to agree to terms separate and apart from those set forth in this MSA. Beta Products shall be the exclusive property of Crystal Practice Management and all Crytal Practice Management’s reservation of rights and Provider’s obligations contained in the Agreement, shall apply equally to Provider’s use of Beta Products. Crystal Practice Management may, in its sole discretion, discontinue Beta Products at any time. Nothing in this Section 2.11 shall obligate Crystal Practice Management to make the Beta Products generally available.

2.11 Payment Processing Services. Crystal Practice Management has engaged Rainforest Pay, Inc. as the third-party service provider for payment services (e.g., card acceptance, merchant settlement and related services) (collectively, “Payment Processing Services”). From time to time, Crystal Practice Management may use other third parties to provide Payment Processing Services (together with Rainforest, “Payment Service Providers” or “PSPs”). To the extent that Provider elects to use Crystal Practice Management’s integrated Payment Processing Services, Provider shall complete a merchant application, agree to pay the fees and charges set forth therein, agree to the terms and conditions in Crystal Practice Management’s Platform Payment Processing Agreement Addendum (“PPA Addendum”), and agree to any Payment Service Provider terms and conditions, as may be required (“PSP Processing Terms”). Provider shall only use the Payment Processing Services to process “bona fide” transactions between Provider and a customer that is purchasing Provider’s products and services or related refunds. Provider is responsible for determining and assigning Authorized Users who will have authority to access and use the Payment Processing Services. Provider shall not permit anyone other than Provider or an Authorized User to use the Payment Processing Services. Provider understands and agrees that the delivery of Payment Processing Services is dependent on fully functioning and continuously operating network connections, telecommunications links and the internet. Provider shall be solely responsible and liable for all errors, delays, delivery failures and any other problem resulting in loss or damage due to, arising out of or related to Provider’s network connections or telecommunications links or caused by the internet.  Additionally, Provider is solely responsible and liable for any and all losses, fines, damages and liability incurred by Provider, Crystal Practice Management and/or Payment Service Providers (a) as a result of any inaccurate or incomplete information Provider or Authorized Users provide to Crystal Practice Management or Payment Service Providers; (b) arising directly or indirectly out of the acts or omissions of Authorized Users or Provider’s other employees, agents or representatives; or (c) resulting from Provider’s use of the Payment Processing Services.

2.12 Onboarding Services. To the extent requested by Provider and set forth on the applicable Order Form, Crystal Practice Management shall assist Provider with implementing the Crystal Practice Management Platform and accessing any Additional Features or Services set forth on the Order Form (“Onboarding Services”).  

3. PROVIDER CONTENT AND MATERIALS; PROVIDER FEEDBACK; DE-IDENTIFIED DATA AND USAGE DATA

3.1 Grant of Licenses. Provider grants to Crystal Practice Management a limited, non-exclusive, transferable, royalty-free and paid up, sub-licensable license, during the Term of the Agreement, to receive, transmit, store, copy, modify, display, and use Provider Materials provide the Crystal Practice Management Platform, to perform and provide the Services and as otherwise necessary to perform its obligations in connection with the Agreement.

3.2 De-Identified Data; Usage Data. Provider acknowledges and agrees that Crystal Practice Management may utilize Provider Materials and Process Provider Content to create and collect Usage Data and De-Identified Data. Usage Data and De-Identified Data shall not be deemed Provider Content, Provider Materials or the Confidential Information of Provider and Crystal Practice Management shall own and have all right, title, and interest in any such Usage Data and De-Identified Data.  Crystal Practice Management may use and Process such Usage Data and De-Identified Data in any manner, except to the extent prohibited by Law, including without limitation creating aggregated data sets, insights, and analytics for research purposes.

3.3 Rights in Provider Materials. Except for the licenses granted to Crystal Practice Management under the Agreement, as between Provider and Crystal Practice Management, Provider shall retain all rights, title and interests in and to any Provider Materials.

3.4 Provider Feedback. To the extent that Provider or Authorized User provides Crystal Practice Management with any suggestions, ideas, enhancements, recommendations, proposed modifications or changes, or other feedback (collectively “Provider Feedback”), Crystal Practice Management shall have the right to use, act upon, and freely exploit such Provider Feedback without any obligation, remuneration, fee, royalty, or expense of any kind to Provider and shall own all rights, title and interest in any Provider Feedback.

4. FEES & EXPENSES; PAYMENTS

4.1 Subscription Fees. In consideration for the access and use rights granted to Provider in connection with the Crystal Practice Management Platform and the Platform Services, Provider will pay to Crystal Practice Management the applicable access fees set forth on the applicable Order Form (“Access Fees”), including any fees for any Additional Features selected on the applicable Order Form (together with the Access Fees, the “Subscription Fees”). The Subscription Fees set forth in the Order Form will remain in effect during the Initial Term and may be modified in accordance with Section 4.2.

4.2 Additional Fees. In the event Provider increases the number of Doctors during the Term above the number of Doctors set forth in the applicable Order Form, Provider agrees to pay Crystal Practice Management an additional per-Doctor rate, based on the then-current rate charged by Crystal Practice Management for additional Doctors, effective as the first day of the month in which such additional Doctor’s began employment (“Additional Doctor Fees”). Further, to the extent applicable, Provider shall pay any additional fees to access the CPT codes released through the American Medical Association, based on the inclusion of such additional Doctors, at the then-current rate for access to the CPT codes effective as of the first day of the month in which such additional Doctor’s began employment (“AMA Licensing Fees”). For the avoidance of doubt, Crystal Practice Management shall have no obligation to reduce the Fees, or otherwise cease charging Provider for any Additional Doctor Fees or AMA Licensing Fees, in the event that Provider reduces the number of Doctors during the Term.  In the event Provider adds any Additional Features after the Effective Date, Provider agrees to pay the then-current rate for such Additional Features charged by Crystal Practice Management, effective as of the first day of the month of in which Crystal Practice Management provides such Additional Feature to Provider (“Additional Feature Fees”). The rates for Professional Services shall be set forth in each SOW or, if not set forth in such SOW, shall be at the then-current rates charged by Crystal Practice Management (“Professional Services Fees”). The rates for any onboarding fees associated with the Onboarding Services, if any, shall be set forth on the applicable Order Form (“Onboarding Fees”). The Subscription Fees, Additional Doctor Fees, Additional Feature Fees, AMA Licensing Fees, Professional Services Fees and Onboarding Fees are collectively referred to herein as the “Fees”.  Subject to Section 4.1, Crystal Practice Management reserves the right to modify the Fees at any time, effective upon thirty (30) days prior notice to Provider. In the event that Crystal Practice Management does not modify the Fees during any Subsequent Term, the Fees shall increase by five percent (5%) at the beginning of the next Subsequent Term.

4.3 Billing. Crystal Practice Management shall bill Provider in advance for the Subscription Fees in accordance with the billing period set forth in the applicable Order Form. In the event that Provider incurs any Additional Doctor Fees, AMA Licensing Fees or Additional Feature Fees during the Term, but following the Effective Date, such Additional Doctor Fees, AMA Licensing Fees or Additional Feature Fees shall be calculated on a pro rata basis for the remainder of the applicable billing period (in accordance with the billing period set forth in the applicable Order Form) and may be billed separately by Crystal Practice Management for the initial billing period associated with such Additional Doctor Fees, AMA Licensing Fees or Additional Feature Fees. Following such initial billing period for any Additional Doctor Fees, AMA Licensing Fees or Additional Feature Fees, such Additional Doctor Fees, AMA Licensing Fees or Additional Feature Fees shall be billed at the full applicable rate, on the same frequency as the Subscription Fees, in accordance with the terms of the Agreement. Except as otherwise provided in the applicable SOW, all Professional Services Fees shall be billed at the end of the month in arrears and are due upon receipt. Unless otherwise agreed between the Parties, Crystal Practice Management shall bill Provider for any Onboarding Fees or other one-time fees at the beginning of the applicable billing period set forth in the applicable Order Form, or prior to the commencement of any Onboarding Services, whichever occurs first. Any Onboarding Fees or one-time fees are due upon receipt.

4.4 Payment. Crystal Practice Management shall charge all Fees incurred or otherwise chargeable to Provider, in accordance with this Section 4, to the payment method specified by Provider in the applicable Order Form (“Payment Method”) or as otherwise set forth herein. Provider agrees that no further consent is required from Provider for Crystal Practice Management to make such charges. Provider is responsible for providing and maintaining complete and accurate billing and contact information with Crystal Practice Management. To the extent that Provider wishes to change the Payment Method, Provider shall provide notice of the same to Crystal Practice Management; provided that such Payment Method shall either be a credit card or ACH transfer.

4.5 Discounts. Solely to the extent set forth in the applicable Order Form, to the extent that Provider has elected annual billing periods for the Subscription Fees, Crystal Practice Management shall apply the applicable discount set forth on the Order Form to the Subscription Fees. In no event shall any discount set forth on any Order Form apply to any Onboarding Fees or other one-time fees.  

4.6 Expenses. Provider shall reimburse Crystal Practice Management for any agreed upon out-of-pocket expenses incurred in providing the Services to Provider.

4.7 No Setoff or Deductions; Non-Refundable. All amount owed or payable to Crystal Practice Management, including all Fees, shall be paid in full without any setoff or deduction.  Except as otherwise set forth in the Agreement or in a separate written agreement between the Parties, the Fees are non-refundable.

4.8 Late Payment.  To the extent that Crystal Practice Management is unable to charge the Payment Method for amounts due under the Agreement and has not received payment of the any amounts due under the Agreement within thirty (30) days of the due date for such amounts, such amounts will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by Law, whichever is lower. Provider will reimburse Crystal Practice Management for all reasonable costs, including attorneys’ fees, associated with collecting overdue amounts.

4.9 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, including fees, duties, and charges and any related penalties and interest (“Taxes”). Crystal Practice Management may invoice Provider for Taxes applicable to the provision of the Crystal Practice Management Platform and the Services. Provider will be responsible for payment of all such Taxes (other than taxes based on Crystal Practice Management’s income). Provider will make all payments of Fees to Crystal Practice Management free and clear of, and without reduction for, any Taxes. To the extent that Crystal Practice Management does not bill Provider for any Taxes, Provider will provide Crystal Practice Management with official receipts issued by the appropriate Governmental Authority, or such other evidence as the Crystal Practice Management may reasonably request, to establish that such Taxes have been paid.

5. PROVIDER OBLIGATIONS

5.1 Provider Warranties. Provider is solely responsible for the nature, accuracy, appropriateness, reliability, quality and legality of Provider Materials. Provider represents, warrants and covenants that it owns, has or will have or obtain all rights, licenses, consents and permissions necessary for Provider or any Authorized User to provide the Provider Materials to Crystal Practice Management and for Crystal Practice Management to use the Provider Materials in connection with providing access and use of the Crystal Practice Management Platform and Services to Provider or as otherwise permitted by the Agreement. Provider represents and warrants that (a) the Provider Materials, and Crystal Practice Management’s use thereof, will not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party or violate Law; (b) the Provider Materials will not be unlawful, harmful or injurious to any third party, deceptive, defamatory, threatening, obscene, pornographic, abusive, libelous or encourages conduct that is in violation of Law; (c) the Provider Materials will not contain any Harmful Code; and (d) the Provider Materials will not otherwise violate the rights of a third party.

5.2 Provider Content and Backups.  Crystal Practice Management may periodically back up Provider Content; provided, that Crystal Practice Management makes no representations or warranties regarding the timing or efficiency of such backups. IN NO EVENT SHALL CRYSTAL PRACTICE MANAGEMENT HAVE ANY OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF PROVIDER CONTENT. Provider shall be solely responsible for backing up any Provider Content and any changes to or deletions of Provider Content.  Provider will have the ability to export Provider Content out of the Crystal Practice Management Platform.

5.3 Authorization. Provider represents, warrants and covenants that it has, and shall, throughout the Term, have a valid legal basis for Crystal Practice Management’s Processing of Personal Data and, all necessary Authorizations from each Authorized User and each Patient, including to the extent required under Data Protection Laws. Upon Crystal Practice Management’s reasonable request, Provider shall provide information sufficient to demonstrate the foregoing to Crystal Practice Management’s reasonable satisfaction. Provider further represents, warrants and covenants that Crystal Practice Management’s Processing of Personal Data as contemplated by the Agreement and/or as instructed by Provider shall not cause Crystal Practice Management to be in violation of any Data Protection Laws.

5.4 Regulatory Approvals. Provider is solely responsible for obtaining all regulatory approvals in connection with: (a) Provider’s use of the Crystal Practice Management Platform and any Services for Provider’s business purposes or in the provision of medical care by Provider; and (b) providing Provider Materials through the Crystal Practice Management Platform and (c) authorizing Crystal Practice Management to Process Provider Content as contemplated by the Agreement. Crystal Practice Management shall provide reasonable assistance to respond to or to assist Provider in responding to any Governmental Authority’s inquiry or request for information regarding the Crystal Practice Management Platform or the Services.

5.5 Relationship with Third Parties. Provider shall be responsible for each Authorized User and shall cause such Authorized Users to comply with the Agreement and shall be liable for any non-compliance with the Agreement by any Authorized User. Further, Provider shall be solely responsible for and control the relationship with each Patient, and for all aspects of the provision of medical advice to any Patient. Provider, and not Crystal Practice Management, is solely responsible for the Provider Materials and any information or data that it chooses to share with its Patients. Provider will ensure that Provider’s operations and business terms with its Authorized Users and Patients comply with Law and Provider shall make available appropriate and accurate terms, conditions and disclosures, in accordance with Law, regarding Provider’s access and use of the Crystal Practice Management Platform and Services and the provision of any Provider Materials, including Provider Content, in connection therewith.

5.6 Cooperation. Provider shall reasonably cooperate with any of Crystal Practice Management’s investigations into Platform Service outages, security problems, and suspected breaches of the Agreement.

5.7 Business Associate Agreement. Prior to providing Crystal Practice Management with any PHI, or enabling Crystal Practice Management to Process any PHI, the Parties shall enter into a Business Associate Agreement, in the form provided by Crystal Practice Management. To the extent that the Parties have not entered into such Business Associate Agreement, Provider shall not provide any PHI to Crystal Practice Management, shall not request that Crystal Practice Management Process any PHI on behalf of Provider, and represents and warrants that PHI is not included in any Provider Content. Any PHI provided by Provider in connection with the Agreement shall be governed by the Business Associate Agreement and shall not be Confidential Information. In the event of a conflict between any provision of the Business Associate Agreement and the Agreement, the provision providing the higher level of privacy or data protection shall govern.

5.8 Obligations Non-PHI Personal Data. Crystal Practice Management will: (a) comply with the terms and conditions set forth in this Agreement; and (b) not disclose Personal Data to any third party, without Provider’s prior written consent unless required by Law, including any Data Protection Law, in which case, Crystal Practice Management will use reasonable efforts and to the extent permitted by Law, notify Provider before such disclosure or as soon thereafter as reasonably possible.  Provider will: (i) comply with the terms and conditions set forth in this Agreement; (ii) be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Data under its control or in its possession; (iii) comply with any Law, including any Data Protection Law and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Data to Crystal Practice Management; and (iv) provide written notice to Crystal Practice Management if any information Provider provides to Crystal Practice Management under this Agreement contains Personal Data. Crystal Practice Management will not be responsible for determining on its own that any information Provider provides under this Agreement qualifies as Personal Data.

5.9         Information Security.  Crystal Practice Management will comply with Law, including Data Protection Law, in its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Data.  Crystal Practice Management will employ reasonable security measures to protect Personal Data in accordance with Crystal Palace Management’s information security policy, as amended from time to time. If, in the course of its performance under the Agreement, Crystal Practice Management has access to or will collect, access, use, store, process, dispose of, or disclose credit, debit, or other payment cardholder information on Provider’s behalf, Crystal Palace Management will comply with the Payment Card Industry Data Security Standard (“PCI DSS“) requirements, as applicable.

5.10       Data Breach Procedures.  Crystal Practice Management shall maintain a cyber incident breach response plan in and will implement the processes contained therein.  Crystal Practice Management will notify Provider of a Data Breach as soon as reasonably practicable after Crystal Practice Management becomes aware of it. Immediately following Crystal Practice Management’s notification to Provider of a Data Breach, the Parties will coordinate with each other, as necessary, to investigate the Data Breach, in accordance with Crystal Practice Management’s current cyber incident breach response plan or other similar policy.

5.11 Provider Responsibilities Regarding Artificial Intelligence Features. Provider acknowledges and agrees that: (a) the Crystal Practice Management Platform may utilize artificial intelligence and machine learning technologies (“AI”) to assist with the provision of Services or the Processing of Provider Content; (b) the use of AI involves certain risks, whether known or unknown; and (c) the use of AI is not a substitute for professional judgment. Crystal Practice Management makes no representations or warranties regarding the accuracy, completeness, reliability or applicability of AI-generated outputs. AI-assisted functionalities are intended to serve as a supplementary tool, and all decisions should be reviewed by qualified professionals in compliance with Law and best practices. By using the Crystal Practice Management Platform, Provider agrees to independently review and validate any AI-assisted content and acknowledges that reliance on AI-generated outputs is at Provider’s sole discretion and risk. Crystal Practice Management assumes no liability for adverse outcomes resulting from decisions made based on information from AI.

6. CRYSTAL PRACTICE MANAGEMENT WARRANTIES AND DISCLAIMERS

6.1 Limited Warranty. Crystal Practice Management warrants that: (a) the Services and its other obligations under the Agreement will be performed in a professional and workmanlike manner, substantially consistent with general industry standards and (b) that the Crystal Practice Management Platform shall materially comply with the terms of the Documentation and this Agreement. In the event that Provider notifies Crystal Practice Management in writing that Crystal Practice Management is in breach of the foregoing warranty, and provide reasonable detail regarding the breach, Crystal Practice Management will, as Provider’s sole and exclusive remedy, for any breach of Section 6.1, re-perform the Services which gave rise to the breach or, at Crystal Practice Management’s option, refund the Fees paid by Provider for the Services which gave rise to the breach.  For the avoidance of doubt, Provide must make any claim for a breach of warranty within thirty (30) days following the claimed breach.

6.2 Disclaimer. THE WARRANTY SET FORTH IN SECTION 6.1 IS MADE FOR THE BENEFIT OF PROVIDER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CRYSTAL PRACTICE MANAGEMENT PLATFORM, SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND CRYSTAL PRACTICE MANAGEMENT DOES NOT MAKE AND HEREBY DISCLAIMS ALL OTHER 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, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CRYSTAL PRACTICE MANAGEMENT DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY, THAT (A) THE CRYSTAL PRACTICE MANAGEMENT PLATFORM OR THE SERVICES WILL MEET PROVIDER’S REQUIREMENTS (B) THE CRYSTAL PRACTICE MANAGEMENT PLATFORM AND THE SERVICES WILL PROVIDE ANY SPECIFIC RESULTS; (C) THE CRYSTAL PRACTICE MANAGEMENT PLATFORM OR ANY OF THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR UNINTERRUPTED, INCLUDING DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES; (D) THE CRYSTAL PRACTICE MANAGEMENT PLATFORM OR THE SERVICES WILL NOT CONTAIN ANY HARMFUL CODE; (E) ALL OR ANY FAILURES OF OR ERRORS IN OR RESULTING FROM THE CRYSTAL PRACTICE MANAGEMENT PLATFORM OR SERVICES CAN OR WILL BE CORRECTED; (F) ANY PROVIDER MATERIALS OR PROVIDR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED, OR (G) OPERATION OF THE CRYSTAL PRACTICE MANAGEMENT PLATFORM OR ANY OF THE SERVICES WILL BE SECURE, RELIABLE, ACCURATE, CORRECT, WITHOUT DEFECT, OR ERROR-FREE. TO THE EXTENT THAT ANY JURISDICITON DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SUCH EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW. PROVIDER’S PURCHASE AND/OR USE OF ANY PROPRIETARY SOFTWARE, HARDWARE OR OTHER PRODUCTS OR SERVICES OF A THIRD PARTY (collectively, “Third Party Products and Services”) IN CONNECTION WITH THE CRYSTAL PRACTICE MANAGEMENT PLATFORM AND/OR ANY OF THE SERVICES, REGARDLESS OF WHETHER FACILITATED OR PROVIDED BY OR THROUGH CRYSTAL PRACTICE MANAGEMENT, IS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OF ANY KIND FROM CRYSTAL PRACTICE MANAGEMENT.  SPECIFICALLY, CRYSTAL PRACTICE MANAGEMENT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD PARTY PRODUCTS AND SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, ABSENCE OF HIDDEN OR LATENT DEFECTS, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIRD PARTY PRODUCTS AND SERVICES PURCHASED OR USED BY PROVIDER IN CONNECTION WITH THE CRYSTAL PRACTICE MANAGEMENT PLATFORM AND/OR ANY OF THE SERVICES. THIRD PARTY PRODUCTS AND SERVICES USED BY PROVIDER ARE SUBJECT TO TERMS AND ANY WARRANTIES PROVIDED BY THE MANUFACTURER OR PROVIDER OF SUCH THIRD PARTY PRODUCTS AND SERVICES, AND THE MANUFACTURER OR PROVIDER OF SUCH THIRD PARTY PRODUCTS AND SERVICES (AND NOT CRYSTAL PRACTICE MANAGEMENT) SHALL BE SOLELY RESPONSIBLE FOR ALL SERVICING AND SUPPORT OF SUCH PRODUCTS AND SERVICES. PROVIDER AGREES TO CONTACT THE MANUFACTURER DIRECTLY FOR SERVICING, SUPPORT, AND WARRANTY CONCERNS RELATED TO THIRD PARTY PRODUCTS AND SERVICES. CRYSTAL PRACTICE MANAGEMENT DOES NOT GUARANTY THAT ANY HARDWARE PROVIDER PURCHASES FROM A THIRD PARTY WILL FUNCTION WITH THE PAYMENT PROCESSING SERVICES.  

6.3 DISCLAIMER REGARDING MEDICAL ADVICE. CRYSTAL PRACTICE MANAGEMENT DOES NOT PROVIDE MEDICAL ADVICE, THE CRYSTAL PRACTICE MANAGEMENT PLATFORM AND THE SERVICES ARE NOT, AND ARE NOT INTENDED TO PROVIDE, MEDICAL ADVICE, DIAGNOSIS, DECISIONS OR TREATMENT. PROVIDER ACKNOWLEDGES AND AGREES THAT THE CRYSTAL PRACTICE MANAGEMENT PLATFORM AND THE SERVICES ARE INTENDED AS A DATA COLLECTION AND INFORMATIONAL MANAGEMENT TOOL AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, DECISIONS OR TREATMENT.  PROVIDE SHALL BE SOLELY RESPONSIBLE FOR ALL MEDICAL ADVICE, DECISIONS, DIAGNOSIS AND TREATMENT.  UNAPPROVED OR NEW APPLICATIONS OR USES OF CRYSTAL PRACTICE MANAGEMENT PLATFORM NOT AUTHORIZED BY THIS AGREEMENT OR “OFF-LABELLING” IS STRICTLY PROHIBITED AND CRYSTAL PRACTICE MANAGEMENT DISCLAIMS ALL LIABILITY FOR ANY SUCH UNAUTHORIZED USES OR OFF-LABELLING.

7. PROFESSIONAL SERVICES.

7.1 General. To the extent that the Parties enter into a SOW for Professional Services, Crystal Practice Management shall provide such Professional Services in accordance with the SOW. Each SOW will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) any Professional Services Fees. Each SOW shall be incorporated into and made a part of the Agreement and shall be subject to the terms and conditions hereof.

8. CONFIDENTIALITY

8.1 Confidential Information. “Confidential Information” means any information of the disclosing Party (the “Disclosing Party”) whether disclosed orally or in written or digital media, that (a) is identified as “confidential” or with a similar legend at the time of such disclosure or (b) that, under the circumstances of disclosure or due to the nature of the information, the receiving Party (the “Receiving Party”) knows or should reasonably know to be the confidential or proprietary information of the Disclosing Party including, without limitation, financial information, business strategies, marketing plans, performance results, employee information, referral sources, agents, products or services, clients, customers or potential customers disclosed to a Receiving Party. The Crystal Practice Management Platform, its structure, organization, source code, and any improvements, modifications, bug fixes, and version releases thereto, the Platform Services, Documentation, Usage Data and De-Identified Data will be considered Confidential Information of Crystal Practice Management. Confidential Information does not include information that (i) was already known to the Receiving Party free of any obligation of confidentiality at the time it is obtained; (ii) is in or enters the public domain without breach of the Agreement and through no fault or wrongful act of the Receiving Party (or any of its employees, agents, or representatives); (iii) was independently developed by Receiving Party without use of or reliance on the Confidential Information; or (iv) is subsequently disclosed to the Receiving Party by third parties having no obligation of confidentiality in regards to such information and without breach of the Agreement. 

8.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under the Agreement. The Receiving Party will protect the Disclosing Party’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 a commercially reasonable standard of care. The Receiving Party will limit access to the Confidential Information those employees, agents, representatives, and third parties who have a need to know such Confidential Information, provided that such employees, agents, representatives, and third parties are subject to confidentiality obligations no less restrictive than those set forth herein and have been informed of the confidential nature of such Confidential Information and the Receiving Party shall be liable to the Disclosing Party for any failure of such employees, agents, representatives, and third parties to keep such information confidential. Except to the extent required by Law or the Operating Rules (as defined in the PPA Addendum) if applicable, at the Disclosing Party’s request or upon termination or expiration of the Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under the Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence; provided, that the Receiving Party may maintain copies of executed contractual documents or materials customarily held as archival material and other Confidential Information stored in a way that would make it commercially impracticable to delete. With respect to any Confidential Information that a Receiving Party may retain following the expiration or termination of the Agreement, the Receiving Party’s confidentiality obligations set forth in this Section 8 shall continue to apply to such retained Confidential Information.

8.3 Exceptions. The Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under the Agreement or is required by Law or Governmental Authority , provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

9. INDEMNIFICATION

9.1 General Provider Indemnification. Provider shall indemnify, defend and hold Crystal Practice Management, its Affiliates, and their respective officers, directors, employees, and agents (“Crystal Practice Management Indemnified Parties”) harmless from and against any and all losses, expenses, damages, judgments, awards, penalties, interests, fines, costs and other liabilities (including and reasonable attorneys’ fees) incurred or assessed as a result of any claims, demands, actions, investigations, proceedings, or suits or any third party or Governmental Authority (collectively, “Claims”) by or against any of the Crystal Practice Management Indemnified Parties, arising from or relating to: (a) Provider Materials or Provider Content, including Crystal Practice Management’s Processing of any Provider Content or use of any Provider Materials; (b) Provider’s, its employees’, Authorized Users’, agents’ or representatives’ breach of the Agreement, including any representations and warranties; (c) Provider’s, its employees’, Authorized Users’, agents’ or representatives’ violation of the rights of any third party including, without limitation, Provider’s or its Authorized User’s access and use Crystal Practice Management Platform or use of the Services infringes or misappropriates any Intellectual Property Rights of any third party; (d) Provider’s, its employees’, Authorized Users’, agents’ or representatives’ violation of any Law; (e) negligence, fraud or willful misconduct of Provider, its employees, Authorized Users, agents or representatives; or (f) physical injury to or death of any person or damage to tangible property caused by any act or omission of Provider, its employees, Authorized Users, agents or representatives.

9.2 Provider Payment Processing Services Indemnification. In addition to the general indemnification obligations in Section 9.1, Provider shall indemnify, defend and hold the Crystal Practice Management Indemnified Parties harmless from and against any and all Claims arising out of or in connection with: (a) breach of any of Provider’s warranties, covenants or agreements under the PPA Addendum or the applicable PSP Processing Terms; (b) violation of the Operating Rules (as defined in the PPA Addendum) applying to Provider and/or the Payment Processing Methods used by Provider; (c) Provider’s, other Authorized Users’, or its other employees’, agents’, or representatives’ negligence, willful misconduct or fraud; (d) Provider’s, other Authorized Users’, or its other employees’, agents’, or representatives’ acts or omissions in connection with transactions submitted and/or processed through the Payment Processing Services, customer disputes, Provider service related issues, Provider’s business or operations, or otherwise arising from Provider’s provision of Provider’s products and services to customers; (e) Provider’s, other Authorized Users’, or its other employees’, agents’, or representatives’ use or misuse of the Payment Processing Services; (f) any information or other content or data provided by Provider, other Authorized Users, or any of its other employees, agents, or representatives to Crystal Practice Management or Payment Service Providers in relation to the Payment Processing Services; (g) any third party’s access to the Payment Processing Services using Access Protocols; or (h) any third party indemnifications Crystal Practice Management is obligated to make, or liabilities or other obligations Crystal Practice Management may incur, as a result of Provider’s acts or omissions (including, without limitation, indemnifications of or liabilities to, any Payment Services Provider, any other partner or Payment Network or bank). For clarity, Provider’s indemnification obligations expressly include, but are not limited to, claims by Payment Networks or other partners of Crystal Practice Management for payments of fines and any other sums withheld from amounts otherwise due to Crystal Practice Manag or PSP as a result of Provider’s, other Authorized Users’, or its other employees’, agents’, or representatives’ acts, omissions, liabilities and obligations.

9.3 Crystal Practice Management Indemnification. Crystal Practice Management shall indemnify, defend and hold Provider, its Affiliates, and their respective officers, directors, employees, and agents (“Provider Indemnified Parties”) harmless from and against any Claims brought against the Provider Indemnified Parties but solely to the extent that the Claim is based upon: (a) Crystal Practice Management’s, its employees’, agents’ or representatives’ violation of any Law; (b) fraud or willful misconduct of Crystal Practice Management, its employees, agents or representatives; or (c) an allegation that the permitted use of the Crystal Practice Management Platform, standing alone and not in combination with any technology provided by any third party or by or on behalf of Provider, infringes or misappropriates any Intellectual Property Rights of any third party. The foregoing obligations shall not apply to the extent any Claim arises from of or is related to any: (i) access to or use of the Crystal Practice Management Platform in combination with any hardware, system, software, network or other materials or service not provided by Crystal Practice Management or explicitly described in the Documentation; (ii) failure to implement any Updates within the timeframe required by Crystal Practice Management or to otherwise timely implement any modifications, replacements or enhancements to the Crystal Practice Management Platform made available by Crystal Practice Management to Provider; (iii) modifications to the Crystal Management Platform not made by Crystal Practice Management; or (iv) Claims for which Provider owes an indemnification obligation to Crystal Practice Management.

9.4 Conditions to Indemnity. The Party seeking indemnification under this Section 9 shall: (a) promptly notifying the indemnifying Party in writing of such action; (b) give the indemnifying Party sole control of the defense thereof and any related settlement negotiations; and (c) cooperate with and, at the indemnifying Party’s request and expense, assist the indemnifying party in such defense. Notwithstanding anything to the contrary in Section 9.4(b), in the event Provider fails, in Crystal Practice Management’s sole discretion, to provide a reasonably sufficient defense of a Claim, Crystal Practice Management may, after written notice to Provider, retain its own legal counsel and provide its own defense with respect to such Claim, and Provider will reimburse Crystal Practice Management for reasonable attorneys’ fees and expenses for such defense. In such event, Provider must consent in writing to any settlement or consent judgment that is binding upon Provider. Neither the Party seeking indemnification, nor the indemnifying Party shall offer to settle or otherwise compromise a Claim without the other Party’s prior written consent (which shall not be unreasonably withheld) and a full, unconditional release of the indemnified Party, approved by the indemnified Party as to form and content, being executed by the claimant, along with a dismissal of the indemnified Party with prejudice being obtained from any applicable court.

9.5 Infringement Remedy. To the extent that the Crystal Practice Management Platform becomes, or in Crystal Practice Management’s opinion is likely to become, the subject of an infringement Claim, Crystal Practice Management may, at its option and expense, (a) procure for Provider the right to continue accessing and using the Crystal Practice Management Platform; (b) replace or modify the Crystal Practice Management Platform so that it becomes non-infringing; or (c) terminate this Agreement. THIS SECTION STATES CRYSTAL PRACTICE MANAGEMENT’S ENTIRE LIABILITY AND PROVIDER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS BASED ON THE CRYSTAL PRACTICE MANAGEMENT PLATFORM.

10. LIMITATIONS ON LIABILITY

10.1 General Exclusions.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CRYSTAL PRACTICE MANAGEMENT BE LIABLE TO , REGARDLESS OF LEGAL THEORY, BE LIABLE TO PROVIDER, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AUTHORIZED USERS FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS, INTERRUPTION OF PROVIDER’S BUSINESS, DAMAGE TO BUSINESS REPUTATION, LOSS OF PROVIDER GOODWILL, AND ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS OF OTHER ECONOMICAL ADVANTAGE, OR (B) LOSS, DAMAGE, OR CORRUPTION OF PROVIDER MATERIALS, PROVIDER CONTENT, OR OTHER DATA OR INFORMATION, IN EITHER CASE, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER CRYSTAL PRACTICE MANAGEMENT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Payment Processing Exclusions. WITH RESPECT TO THE PAYMENT PROCESSING SERVICES, THE FOLLOWING ADDITIONAL LIMITATIONS SHALL APPLY: CRYSTAL PRACTICE MANAGEMENT WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY LOSS, DAMAGE OR INJURY SUFFERED BY PROVIDER AS A RESULT OF HACKING OR OTHER UNAUTHORIZED ACCESS TO PROVIDER MATERIALS, PROVIDER’S BANK ACCOUNT OR CARD INFORMATION OBTAINED BY CRYSTAL PRACTICE MANAGEMENT IN RELATION TO THE PAYMENT PROCESSING SERVICES INCLUDING, WITHOUT LIMITATION, PAYMENT METHOD INFORMATION, PAYMENT TRANSACTION DETAILS  (INCLUDING CARD NUMBER, SECURITY CODE, EXPIRATION DATE, AND PIN, PAYMENT CUSTOMER NAME AND ZIP CODE, RELEVANT AUTHENTICATION DETAILS AND PAYMENT AMOUNT),  AND SETTLEMENT ACCOUNT INFORMATION. FURTHER, CRYSTAL PRACTICE MANAGEMENT SHALL NOT BE LIABLE FOR, AND PROVIDER EXPRESSLY RELEASES CRYSTAL PRACTICE MANAGEMENT FROM, ALL LIABILITY, DAMAGES, COSTS, LOSSES AND EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY CHANGE IN THE SUPPORTED PAYMENT PROCESSING METHODS; (B) ANY PAYMENT SERVICE PROVIDER’S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS RELATED TO THE PAYMENT PROCESSING SERVICES INCLUDING, WITHOUT LIMITATION, PAYMENT SERVICE PROVIDER’S FAILURE TO TIMELY AND ACCURATELY DELIVER SETTLEMENT PROCEEDS TO PROVIDER; (C) CRYSTAL PRACTICE MANAGEMENT’S OR ANY PAYMENT SERVICE PROVIDER’S FAILURE, EITHER THROUGH A FRAUD CONTROL TOOL OR INDEPENDENTLY, TO IDENTIFY AND BLOCK FRAUDULENT TRANSACTIONS OR TRANSACTIONS INVOLVING OTHER CRIMINAL ACTIVITIES; AND (D) LATE OR NON-PERFORMANCE, INSOLVENCY OR BANKRUPTCY OF ANY PAYMENT SERVICE PROVIDER OR PAYMENT NETWORK DUE TO WHICH PROVIDER RECEIVES LATE SETTLEMENT, PARTIAL SETTLEMENT, OR NO SETTLEMENT AT ALL FOR PROCESSED TRANSACTIONS OR PROVIDER INCURS OTHER HARM.  CRYSTAL PRACTICE MANAGEMENT SHALL ONLY BE LIABLE FOR ITS OWN ACTS OR OMISSIONS AND NOT FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES. THIS EXCLUSION EXPRESSLY APPLIES TO ACTS OR OMISSIONS OF PAYMENT NETWORKS, PAYMENT SERVICE PROVIDERS AND CRYSTAL PRACTICE MANAGEMENT’S OTHER PARTNERS AND FOR EVENTS OR ACTIVITIES ORIGINATING OUTSIDE THE SYSTEMS OF CRYSTAL PRACTICE MANAGEMENT (SUCH AS INTERNET DISTURBANCES OR MALFUNCTIONS IN THIRD PARTY SYSTEMS), EXCEPT IN CASE SUCH EVENTS WERE CAUSED BY THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF CRYSTAL PRACTICE MANAGEMENT. 

10.3 Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CRYSTAL PRACTICE MANAGEMENT’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, EXCEED, FOR ALL CLAIMS IN THE AGGREGATE, AN AMOUNT EQUAL TO THE FEES PAID BY PROVIDER TO CRYSTAL PRACTICE MANAGEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.

10.4 Cost of Cover. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CRYSTAL PRACTICE MANAGEMENT, REGARDLESS OF LEGAL THEORY, BE LIABLE TO PROVIDER FOR THE COST OF ANY REPLACEMENT SERVICES.

10.5 Basis of the Bargain. The Parties agree that the limitations of liability set forth in this Section will 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.

10.6 California Waiver.  IF PROVIDER IS A CALIFORNIA RESIDENT, PROVIDER EXPRESSLY WAIVES ITS RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

11. TERM AND TERMINATION

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11.1 Term. The Agreement shall remain in effect for the Initial Term and any Subsequent Terms, unless earlier terminated in accordance with the terms of the Agreement. The term of each SOW is set forth in the applicable SOW; however, no SOW shall extend past termination of the Agreement.

11.2 Termination for Breach. Either Party may terminate any SOW or the Agreement, including any Order Form, for cause, upon written notice to the other Party, if (a) the other Party defaults in any payment obligation and such default continues without a cure for a period of fifteen (15) days after the delivery of written notice thereof to the defaulting Party; (b) if the other Party material defaults in the performance of any term or condition of a SOW or the Agreement and such default continues uncured for a period of thirty (30) days after the delivery of written notice thereof to the defaulting Party; (c) proceedings commence against the other Party in any court of competent jurisdiction seeking relief under any Law relating to bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator or like of the other Party; or (d) the other Party or its employees, agents, or representatives, or in the case of Provider, Authorized Users, have engaged in fraud with respect to the Agreement.

11.3 Suspension of Services. Except to the extent prohibited by Data Protection Laws, Crystal Practice Management may suspend or otherwise deny Provider and any Authorized User’s access to or use of the Crystal Practice Management Platform and any Services, including through use of a disabling device or code, without incurring any resulting obligation or liability, in the event that: (a) any amounts owed are not chargeable when due or otherwise not paid within thirty (30) days from the due date; (b) Crystal Practice Management becomes aware or has reason to believe that: (i) Provider’s use of the Crystal Practice Management Platform violates any Law or  infringes upon third party rights, (ii) that Provider is in material breach of the Agreement or has used the Crystal Practice Management Platform or any part or all of the Services in excess of the scope of the Order Form or in a manner not otherwise permitted by the Agreement, (iii) Provider’s continued access or use of the Crystal Practice Management Platform or any Services would interfere with the normal operation or integrity of the Crystal Practice Management Platform or the Services, or (iv) in any event where Crystal Practice Management is otherwise entitled to terminate the Agreement. In each case of suspension as per above, Crystal Practice Management shall give Provider an advance twelve (12) hours’ notice, unless Crystal Practice Management reasonably determines that giving a shorter or no notice is necessary to protect the interests of Crystal Practice Management, of Provider, or of any third party. 

11.4 Effect of Expiration or Termination. Following expiration or termination of the Agreement, Provider’s right and license to access and use the Crystal Practice Management Platform and receive the Services shall immediately lapse, Provider shall immediately uninstall the Crystal Practice Management Platform (if using an on-premises version) from all computers and Crystal Practice Management shall no longer be required to provide access to and use of the Crystal Practice Management Platform or otherwise provide the Services.  Provider shall certify in writing to Crystal Practice Management that they have ceased using the Crystal Practice Management Platform. Notwithstanding the foregoing, Crystal Practice Management agrees to provide Provider with a limited right to access and use the Crystal Practice Management Platform for thirty (30) days following the expiration or termination of the Agreement for the sole purpose of downloading or exporting Provider Content. In the event of expiration or termination of the Agreement or suspension of access to or use of the Crystal Practice Management Platform, except as required by Law, Crystal Practice Management shall have no obligation to maintain any Provider Content after thirty (30) days. If requested by Provider, upon expiration or termination, Crystal Practice Management may transfer Provider Content to Provider at a fee to be agreed upon by the Parties. In no event will the expiration or termination of the Agreement affect the amounts due under the Agreement by either Party that exist as of the date of expiration or termination.

11.5 Survival. Notwithstanding termination or expiration of the Agreement, any provisions of the Agreement which by their nature are intended to survive termination or expiration of the Agreement will survive and continue in full force and effect, including, without limitation,  Sections 1, 2.6, 2.8, 3.2, 3.3, 4, 5, 6.2, 6.3, 8, 9, 10, 11.4, 11.5, 12, and 13. 

12. MISCELLANEOUS

12.1 Governing Law. the Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware exclusive of conflict or choice-of-law rules. The Parties specifically agree that the United Nations Convention on the International Sale of Goods, as may be amended from time to time, does not apply to the Agreement. The Parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts located in Austin, Travis County, Texas.

12.2  Dispute Resolution; Arbitration.  The Parties shall submit any dispute, claim or controversy arising from or related in any way to the Agreement or the interpretation, application, breach, termination or validity hereof, or any other aspect of the relationship between Crystal Practice Management and Provider or their respective Affiliates for resolution by binding arbitration in accordance with the Comprehensive Arbitration Rules & Procedures of JAMS. The arbitration is to be held at the JAMS location nearest to Crystal Practice Management’s headquarters and conducted in the English language. The Parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Law. The arbitrator shall only have the authority to award compensatory damages and reasonable attorney’s fees and costs, but shall not have the authority to award any punitive, exemplary, or multiple damages. The Parties hereby waive any right to recover any punitive, exemplary, or multiple damages. The arbitrator shall not have the power to amend the Agreement in any respect.  Judgment on any award in arbitration may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the Parties agree that this Section does not apply to the breach of provisions pertaining to confidentiality and proprietary rights, and that either Party may petition a court of competent jurisdiction to enforce claims for injunctive and other equitable relief.

12.3 Waiver of Jury Trial.  IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY. To the extent applicable, in the event of any lawsuit between the Parties arising out of or related to the Agreement, the Parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.

12.4 Audit Rights. Provider will keep and maintain, for a period of three (3) years (or longer, as required by Laws), full and complete records and books of account relating to Provider’s access and use of the Crystal Practice Management Platform and receipt of the Services. Crystal Practice Management may audit such books and records to verify rendered statements and Provider and its Authorized User’s compliance with the Agreement. Any such audit will be conducted by Crystal Practice Management or its designee during regular business hours at Provider’s offices in a manner that is intended to not unreasonably interfere with Provider’s business activities. Provider shall cooperate with such audit. Such audit shall be at Crystal Practice Management’s cost and expense; provided, however, if the audit reveals delinquent payment(s) or under payment(s) that in total would exceed five percent (5%) of the payments owed by Provider as of the date of such audit, Provider shall immediately pay all such amounts and shall pay the cost of such audit(s) and for each such audit Crystal Practice Management may conduct another audit during the same twelve (12) month period. Except as set forth above, such audits may be conducted no more than once in any twelve (12) month period. 

12.5 Export. Provider shall not export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Crystal Practice Management, or any products utilizing such data, in violation of the United States export Law.

12.6 Severability. If any provision of the Agreement is, for any reason, held to be invalid, illegal, or unenforceable, the other provisions of the Agreement will remain enforceable and in full force and effect and the invalid, illegal or unenforceable provision will be deemed modified so that it is valid, legal and enforceable to the maximum extent permitted by Law.

12.7 Waiver. No failure or delay to enforce any provision of the Agreement or previous waiver by a Party shall be construed as a waiver or continuing waiver any provision of the Agreement.

12.8 Assignment. Neither Party will assign or otherwise transfer the Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party (not to be unreasonably withheld), and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that Crystal Practice Management may assign or otherwise transfer the Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets or equity, or other operation of Law, without any consent of the other Party. The terms of the Agreement will be binding upon the Parties and their respective successors and permitted assigns.

12.9 Subcontracting. Provider acknowledges that Crystal Practice Management uses and may use the services of third-party subcontractors, including but not limited to third‐party datacenters, hosting services providers, technology service providers and marketing providers, and Provider consents to the corresponding subcontracting of Crystal Practice Management’s obligations under the Agreement. Except as expressly set forth herein, Crystal Practice Management shall be responsible for any act or omission by said third party subcontractors which, if performed or omitted by Crystal Practice Management, would constitute a breach of Crystal Practice Management’s obligations under the Agreement.

12.10 Compliance with Law. Each Party shall comply with the requirements of Law applicable to the Agreement and such Party’s performance thereunder.

12.11 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of amounts owed under the Agreement) will not be considered a breach of the 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.

12.12 Independent Contractors. Provider’s relationship to Crystal Practice Management is that of an independent contractor, and neither Party is an agent or partner of the other. Provider will not have, and will not represent to any third party that it has, any authority to act on behalf of Crystal Practice Management.

12.13 Non-Exclusive. The Parties expressly acknowledge that the Agreement does not create an exclusive relationship between the Parties. Provider is free to engage others to perform services of the same or similar nature to those provided by Crystal Practice Management, and Crystal Practice Management is entitled to offer and provide services to others, solicit other clients and otherwise advertise the services and software offered by Crystal Practice Management.

12.14 Notices. All notices required or permitted under the Agreement must be delivered in writing, if to Crystal Practice Management, by emailing info@crystalpm.com and if to Provider by emailing the Provider Point of Contact email address listed on the Order Form, provided, however, that with respect to any notices relating to breaches of the Agreement or termination, a copy of such notice will also be sent in writing to the other Party at the address listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.

12.15 Entire Agreement. the Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such subject matters. Except as set forth in Section 12.16, no modification of or amendment to the Agreement, or any waiver of any rights under the Agreement, will be effective unless in writing and signed by an authorized signatory of Provider and Crystal Practice Management.

12.16 MSA Updates.  Provider acknowledges and agrees that Crystal Practice Management may, from time to time and in its sole discretion, make modifications or changes to this MSA during the Term. Crystal Practice Management shall use commercially reasonable efforts to notify Provider of any modifications or changes to this MSA, including via email or through the Crystal Practice Management Platform, and any modifications or changes to this MSA will be made available at http://crystalpm.com/terms-and-conditions. TO THE EXTENT THAT PROVIDER CONTINUES TO ACCESS OR USE THE CRYSTAL PRACTICE MANAGEMENT PLATFORM OR OBTAIN OR USE THE SERVICES, FOLLOWING ANY MODIFICATIONS OR CHANGES TO THE TERMS OF THE MSA, PROVIDER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SUCH CONTINUED ACCESS AND USE SHALL BE DEEMED ACCEPTANCE OF ANY MODIFICATIONS TO THIS MSA.

12.17 Precedence. In the event of a conflict the order of precedence shall be: (a) this MSA, unless and to the extent a SOW states that it specifically takes precedence over a contrary term in the body of this MSA (and such statement shall apply only to the SOW in which it appears); (b) SOW; (c) an Order Form; (d) other documents signed by the Parties, except to the extent such documents specifically state certain terms therein take precedence over a conflicting term in this MSA.

12.18 Non-Disparagement. Neither Party will knowingly make, publish, or communicate to any person or entity, or in any public forum, including but not limited to social media or public statements, disparage, criticize, or otherwise make any disparaging, defamatory, critical, or derogatory statements or comments regarding the other Party. The foregoing will not be deemed to restrict a Party or any of a Party’s current or former officers and/or directors from providing information to any Governmental Authority (or in any way limit the content of any such information) to the extent required by Law to provide such information.

12.19 E-Sign Consent.  If Provider executes the Order Form or any other part of the Agreement electronically (via click-through, docusign, or other electronic means), Provider agrees that such electronic signature shall have the same effect as if Provider had signed in ink. Provider agrees that Crystal Practice Management’s agreements (including, without limitation, the Agreement), notices and communications may be delivered to Provider electronically, meaning they may be delivered by electronic means including, without limitation, email, posts to Crystal Practice Management’s website, or messages to Provider’s account or mobile device. Provider will need a computer (or mobile device), web browser and printer to access and print such electronic communications. Any electronic communication will be considered received by Provider when it is posted to Crystal Practice Management’s website or electronically transmitted to Provider by any other electronic means. If Provider withdraws its consent to receive electronic communications from Crystal Practice Management, Crystal Practice Management reserves the right to prohibit Provider’s access to the Services.

13. NON-SOLICITATION

13.1 General. Except to the extent prohibited by Law, during the Term and for a period of one (1) year thereafter, Provider will not solicit or hire for employment any Crystal Practice Management employee, other than by general advertisement not directed specifically to such employee of Crystal Practice Management. In the event that Provider hires any Crystal Practice Management employee in violation of this Section 13, either as an employee or independent contractor, Provider will pay Crystal Practice Management a finder’s fee, as a liquidated damage and not as a penalty, equal to the total gross annual salary of such employee for the year proceeding the date that Provider hires such Crystal Practice Management.

14. AMERICAN MEDICAL ASSOCIATION END USER AGREEMENT

14.1 AMA Terms. Licensed Content is copyrighted by the American Medical Association and CPT is a registered trademark of the AMA. Crystal Practice Management, as a party to a license agreement with the AMA, is authorized to grant Provider a limited, revocable, non-exclusive, non-transferable, non-sublicensable license for Provider and its Authorized Users to use Licensed Content in the Crystal Practice Management Platform, for the sole purpose of internal use by Provider and its Authorized Users.  The sublicense granted hereunder shall automatically terminate upon termination of the agreement between Crystal Practice Management and AMA, unless prior written consent of AMA is obtained by Crystal Practice Management or a direct license between Provider and AMA is entered.  If the foregoing sublicense to the Licensed Content is terminated for any reason, Provider may immediately terminate the Agreement upon written notice to Crystal Practice Management. The provision of updated Licensed Content in the Crystal Practice Management Platform is dependent on a continuing contractual relationship between Crystal Practice Management and the AMA. Provider is prohibited from making Licensed Content publicly available, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party, or a copy or portion of Licensed Content. Provider expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content is at Client’s sole risk and the Licensed Content is provided “as is” without warranty of any kind.  The AMA does not directly or indirectly practice medicine or dispense medical services.  Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use.  The Licensed Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority.  The coding information contained in the Licensed Content should be used only as a guide. Provider is required to keep records and submit reports including information necessary for the calculation of royalties payable to the AMA by Crystal Practice Management, of the same type as required of Crystal Practice Management under the Agreement. All records and reports required under this Section shall be subject to audit by AMA. Provider must ensure that anyone with authorized access to the Crystal Practice Management Platform will comply with the provisions of the End User Agreement. AMA shall be named as a third-party beneficiary of the End User Agreement. Provider expressly consents to the release of its name to the AMA.

14.2 U.S. Government End Users Notice. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611.  The Agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items).