APPLICATION PROGRAMMING INTERFACE LICENSE TERMS AND CONDITIONS

EverHealth Solutions Inc. doing business as DrChrono. (“Company”) requires developers (“Developer”) accessing the Company’s database through any of the standard application programming interface (“API”), including Fast Healthcare Interoperability Resources (“FHIR”) APIs and Proprietary APIs, to accept and adhere to these terms and conditions (the “Agreement”). By accessing or using Company’s API, Developer agrees to be bound by this Agreement. Company may update this Agreement from time to time and Developer will have 30 days to reject the updated terms by providing written notice to Company. If Developer continues to use or receive the services following such period, the updated Agreement will be deemed accepted.

 

1. Definitions

• • 1.1. “FHIR APIs” are standardized APIs developed by HL7 International to promote healthcare data interoperability.
  • 1.2. “Proprietary APIs” are custom-built interfaces. These APIs are tailored to the unique needs of the platform but may not follow industry-wide standards.

 

2. Developer Account.

To access Company’s APIs, Developer will be required to register by establishing a developer account and provide certain information such as contact information (e.g., name, address, telephone number and e-mail address), demographic information (e.g., zip code, organization and/or role), or, if applicable, billing information (e.g., credit or debit card numbers). Any registration information Developer gives to Company will always be accurate and up to date and Developer will inform Company promptly of any updates. If Company assigns Developer credentials, Developer must use them with the applicable APIs. Developer will not misrepresent or mask its identity when using the APIs or developer account.

 

3. License.
   1. 3.1. License Grant. During the term of this Agreement, and subject to the terms and conditions set forth herein, Company hereby grants to Developer a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to access and use the API to: (A) integrate the Developer’s technology (“Technology”) with the Electronic Health Record (“EHR”), test, read/write data, and deploy the API and the data; (B) access and use a dedicated test environment of the EHR (the, “Environment”) for the purposes of testing the API; (C) use the documentation and specifications for the API (“Documentation,” and collectively with the API, EHR and the Environment, the “Services”) for the purpose of fulfilling Developer’s rights and obligations hereunder; and (D) make available and use the API and data through the Technology on behalf of Developer’s customers (“Customers”). Company may change, modify, improve, upgrade, suspend, or discontinue any aspect of the API or Service at any time without notice, including the availability of the API. Company may also impose limits on certain features or restrict Developer’s access to parts or all of the API or the Service (including limiting the number of Developer’s API Calls) without notice or liability
   2. 3.2. Restrictions. Developer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever, except for as described in Section 1.1 above; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Services; (c) apply systems to extract or modify information in the Services using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Services any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) transmit through or store data on the Services that is regulated by the PCI Data Standards (f) input or transmit through or to the Services any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Services or grant unauthorized access thereto; (g) use or access the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; or (h) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Services to compete with Company in any way; or (j) permit any third party to use or access the Services other than Customers, or Developer’s direct employees or agents who are acting on Developer’s behalf.
   3. 3.3. Maintenance. Developer agrees that Company may update, correct or modify the Services as Company deems necessary from time to time. All such updates, corrections and modifications will be considered part of the Services for purposes of this Agreement.
   4. 3.4. Applicable Laws. Developer’s access to and use of the Services is subject to all applicable international, federal, state and local laws and regulations. Developer may not use the Services or any data in violation of or to violate any law, rule or regulation. Ensuring Developer’s use of the Services is compliant with applicable laws is the responsibility of Developer.
   5. 3.5. Suspension of API.Company has the right to immediately suspend the API, including sandbox access and API applications(a) in order to prevent damage to or degradation of the Services or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Developer has failed to pay any amounts due and owing. In the case of (a) or (b) Company will give Developer prior notice if reasonable and will ensure that the API is restored as soon as possible after the event giving rise to suspension has been resolved to Company’ reasonable satisfaction.

 

4. Ownership.
   1. 4.1. Company. Company’s intellectual property, including without limitation the EHR, the API and the Documentation, its trademarks and copyrights, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Developer except for the limited rights expressly granted in this Agreement.
   2. 4.2. Developer. Developer’s intellectual property, including without limitation the Technology, the design and architecture of the integration of the Technology with the EHR via the API, or with any other electronic health records system, or equivalent medical patient and scheduling software, the source code and any text or binary executable representation of that source code which enables integration of the Technology with the Company EHR, its trademarks and copyrights and any modification thereof, are and will remain the exclusive property of Developer and its licensors. No licenses or rights are granted to Company except for the limited rights expressly granted in this Agreement.
   3. 4.3. Feedback. Developer agrees that advice, feedback, criticism, or comments provided to Company related to the EHR, the API and the Documentation are given to Company and may be used by Company freely and without restriction and will not enable Developer to claim any interest, ownership or royalty in Company’ intellectual property. Likewise, Company agrees that advice, feedback, criticism, or comments provided to Developer related to the Technology are given to Developer and may be used by Developer freely and without restriction and will not enable Company to claim any interest, ownership or royalty in Developer’s intellectual property.

 

5. Fees/Payment Terms.
   1. 5.1. Fees. Company may charge a fee for Developer’s use of the Services and/or for support related to Developer’s use of the Services. For details about these fees, please contact the Company at api@drchrono.com.
   2. 5.2. Payment Terms. The fees set forth in Section 5.1 (“Fees”) are due and payable by the Licensee within 30 days of receipt of an invoice from the Company. Any amounts past due will be subject to a monthly charge of 1.5% or the maximum rate permitted by law, whichever is less. In the event that any amounts are not paid when due, the Licensee agrees to pay all reasonable costs of collection. All fees are payable in United States Dollars and are non-refundable.
   3. 5.3. Taxes. The fees outlined above do not include any local, state, federal, or foreign taxes, levies, or duties of any nature, including value-added tax, sales tax, use tax, or withholding taxes (“Taxes”). The Licensee is responsible for paying all Taxes for which it is liable under this section. The Company may invoice taxes to the Licensee, and the Licensee will pay such taxes unless it provides a valid tax exemption certificate from the appropriate taxing authority.
   4. 5.4. Exemption for Patient API Access. At the Company’s sole discretion, these fees will not apply to API access related to patient access use case. The Company may determine, based on the specific nature of the access, that fees for patient-facing API interactions are waived or treated differently.

 

6. Marketing.

Neither party will make any public statements or press releases without the prior written approval of the other party which may be withheld in the approving party’s sole discretion. Developer may include Company’ name and EHR in its published list of supported EHR integrations and partnerships for the purposes of Developer sales and marketing of the Technology. Developer acknowledges that the Company’s trademarks are owned solely and exclusively by Company and agrees to use the Company’s trademarks only in the form and manner as prescribed by Company. All use of the Company’s trademark shall inure to the benefit of the Company. Developer shall defend, indemnify, and hold harmless Company and its affiliates in connection with any third party claims or actions arising out of Developer’s unauthorized use of the Company trademarks. Company may terminate Developer’s right to use Company trademarks under this section (either in part or whole) immediately on notice, with or without cause. Such termination shall not terminate or otherwise affect this Agreement. Moreover, this permission shall terminate immediately upon termination or expiration of this Agreement. Upon termination or expiration of this Agreement, Company shall immediately stop using the Company trademarks.

 

7. Confidentiality.
   1. 7.1. Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Services, all features and functions thereof and related pricing and product plans will be the Confidential Information of Company.
   2. 7.2. Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such party. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
   3. 7.3. Exclusions. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.

 

8. Compliance with Laws.
   1. 8.1. PHI. “PHI” means “protected health information” as that term is used in the Health Insurance Portability and Accountability Act of 1996 as associated regulations as may be amended from time to time (“HIPAA”). Neither Party is the business associate of the other. If a Party requires PHI from the other to perform its obligations hereunder, and to the extent that the operation of any Interface capability as to any mutual client involves the use or disclosure of PHI by the other Party, each Party requesting or receiving such PHI agrees to: (a) obtain the written authorization of the client of all such uses and disclosures of information of that client and that client’s patients; (b) enter into an agreement with the client that complies with the applicable business associate provisions required by HIPAA prior to obtaining any PHI and requires that any patient consent that may be required by law for such uses and disclosures is obtained by the client; and (c) adopt and enforce appropriate physical, administrative, and technical measures to maintain privacy and security of such information in accordance with HIPAA and Applicable Law. Any PHI of a client unintentionally or incidentally disclosed to the other Party shall be held in confidence by the other Party in accordance with Applicable Law. Each Party will take reasonable steps to limit its request or requirement from the other Party of any client’s PHI to the minimum amount necessary to accomplish the intended purpose of requests for, and uses and disclosures of, such PHI in accordance with 45 C.F.R. 502(b)(1), and as authorized under HIPAA.
   2. 8.2. Personal Information. “Personal Information” means any information that a party collects, receives, or obtains, from or on behalf of Customers that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, such as the individual’s name; address; social security number; driver’s license number or state-issued identification card number; and any other information relating to an identified or identifiable individual, or may otherwise constitute personally identifiable information under any applicable law. Each party acknowledges and agrees that, in the course of performance of this Agreement, it may receive or have access to Personal Information. Each party shall comply with the terms and conditions set forth in this Agreement in its collection, receipt, transmission, storage, disposal, use, and disclosure of such Personal Information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use, and disclosure of Personal Information under its control or in its possession.
   3. 8.3. Data Transmissions. In connection with any transfer of Personal Information or PHI between them in the operation of the API, each party: (i) will transfer such Personal Information or PHI only through use of a dedicated connection to which they are the only authorized parties or such other method of communication, such as encrypted communication, between them as offers an equivalent level of security and authentication of the recipient; (ii) will not permit any third party to use any such connection to the extent that such use is within that party’s control, except as permitted herein; and (iii) will take adequate and reasonable steps to ensure that access to that Personal Information and PHI at each facility that party has or on each system utilized by such party or its subcontractors is limited to authorized personnel of that party. Each party will take reasonable care to ensure that data transmissions between them in the operation of the API that contain any Personal Information or PHI are timely, complete, and accurate, and each party will take reasonable steps to retransmit any such data transmission to the other party upon discovery that the original transmission has been lost in transmission or is corrupted. If either party receives data from the other and is informed or believes that such data was not intended for it, the receiving party will notify the sender, promptly take effective steps to return such data, or at the direction of the other party immediately and permanently delete such data from its systems.
   4. 8.4. Compliance with Laws. Each party represents that its collection, access, use, storage, disposal, and disclosure of Personal Information and PHI does and will comply with all applicable law. Without limiting the parties’ obligations in the preceding sentence, each party shall implement administrative, physical, and technical safeguards to protect Personal Information and PHI that are no less rigorous than generally accepted industry standards, including, but not limited to, with respect to implementation, client service, payment security, functionality, ease of use, and the creation, access, storage, destruction, or exchange of Personal Information and PHI. If, in the course of performance of this Agreement, a party has access to or will collect, access, use, store, process, dispose of or disclose credit, debit, or other payment cardholder information, that party shall at all times remain in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at such party’s sole cost and expense.
   5. 8.5. Anti-Fraud and Abuse Law Compliance. By entering into this Agreement, the parties specifically intend that no part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services; nor are the payments intended to induce illegal referrals of business. If any part of this Agreement is determined to violate an applicable law, the parties agree to negotiate in good faith revisions to the provision or provisions that are in violation. If the parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance with such applicable law within 30 days, either party may terminate this Agreement on no less than 30 days prior written notice to the other party or sooner if required by any applicable law.
   6. 8.6. No Exclusion. If a party becomes debarred, excluded, suspended, or otherwise determined to be ineligible to participate in federal health care programs, that party shall provide notice thereof to the other party. Upon receipt of such notice, this Agreement shall automatically terminate without further action or notice.

 

9. Disclaimer.

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT COMPANY WILL CORRECT ALL ERRORS OR THAT THE SERVICES WILL MEET DEVELOPER’S REQUIREMENTS OR EXPECTATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICES THAT ARISE FROM DEVELOPER’S TECHNOLOGY OR THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

 

10. Limitation of Liability.

IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. COMPANY’ MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES DEVELOPER HAS PAID TO COMPANY IN THE 3 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

 

11. Indemnity.
    1. 11.1. By Company. Company will indemnify and hold Developer, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives harmless against any action brought against Developer by a third party to the extent such action is based on a claim that the unmodified Services as used in accordance with this Agreement infringe a copyright, patent, trademark or misappropriate a trade secret of such third party or other proprietary right enforceable in the country in which Company has authorized Developer to use the Services. Should the Services become, or in Company’ opinion be likely to become, the subject of any infringement claim, Company may, at its option: (a) procure for Developer, at Company’ expense, the right to continue using the Services, (b) modify, at Company’ expense, the Services so that it becomes non-infringing but remains functionally equivalent, or (c) terminate Developer’s right to use the Services and refund to Developer any unused pre-paid fees for such Services. Company will have no liability for any claim of intellectual property infringement that is based on (i) the use or combination of the Services with any products, services, data or other materials not provided by Company, provided such infringement would not have arisen but for such combination, (ii) the use of other than a current, unaltered version of the Service, (iii) specifications or designed provided by Developer, or (iv) any unauthorized modification of the Services.
    2. 11.2. By Developer. Developer agrees to defend and indemnify Company and its affiliates from and against any legal action, demand, suit, or proceeding brought against Company or its affiliates by a third party arising out of or related to Developer’s use of the Services.
    3. 11.3. Indemnification Procedures. Each party’s indemnification obligations are subject to conditions that the indemnified party must: (a) notify the indemnifying party promptly in writing of such claim; (b) permit the indemnifying party to have sole control of the defense, compromise, or settlement of such claim, including any appeals, provided, that the indemnifying party will not settle any claim in a manner that adversely affect the rights of the indemnified party without the indemnified party’s prior written consent; and (c) fully cooperate with the indemnifying party at the indemnifying party’s expense in the defense or settlement of such claim.
    4. 11.4. Disclaimer. This Section states the entire liability of Company, and Developer’s sole and exclusive remedy, with respect to the infringement of any intellectual property rights by the Service.

 

12. 12. Term and Termination.
        1. 12.1. Term. This Agreement will be effective as of the Developer’s initial creation of a developer’s account or access of the APIs (“Effective Date”) and remain in effect until terminated by either party as permitted by this Agreement. The initial term will be for one year, thereafter, this Agreement will automatically renew for successive one-year periods, unless cancelled by either party in accordance with this Agreement.
        2. 12.2. Termination. Either party may terminate this Agreement for any reason or no reason by providing at least 90 days’ prior written notice. Either party may terminate this Agreement immediately for a breach by the other party of any of its material terms, if the breaching party has failed to cure such breach (if curable) within 30 days of receipt of written notice from the non-breaching party describing the breach. Either party may terminate this Agreement without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within 60 days), or has a receiver or trustee appointed for substantially all of its property.
        3. 12.3. Effects of Termination. Upon the expiration or termination of this Agreement for any reason, (a) Developer will immediately cease using the Services for any of Developer’s Customers who have not yet executed a contract with Developer for the deployment of Technology dependent on the Services, (b) upon request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement) and (c) any unpaid, undisputed amounts due through termination will become immediately due and payable and (d) for those Customers who are in contract with Developer, and who have deployed and are using the Technology in conjunction with the Services, Developer shall cease using the Services for, with and on behalf of those Customers within a 90 day period from the date of termination, during which Customers have the opportunity to remove business and technical dependencies and migrate away from the Technology (“Wind-Down”). This Wind-Down period may be extended by mutual, written agreement of the parties.
        4. 12.4. Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Developer’s payment obligations under this Agreement.

 

12. 12. 13. Assignment.

Developer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.

 

12. 12. 14. Attorney’s Fees.

In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.

 

12. 12. 15. Relationship of the Parties.

This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.

 

12. 12. 16. No Third-Party Beneficiaries.

This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

 

12. 12. 17. Equitable Remedies.

Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.

 

12. 12. 18. Force Majeure.

Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, pandemics, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.

 

12. 12. 19. Export Compliance.

Developer must comply with United States, foreign and international laws and regulations, including without limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the Services including technical data and any deliverables provided under this Agreement and Developer agrees to comply with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). Developer is responsible for ensuring that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported directly or indirectly in violation of these laws. Developer will indemnify Company for any violation by Developer of any applicable export controls or economic sanctions laws and regulations.

 

12. 12. 20. Governing Law, Jurisdiction and Venue.

This Agreement will be governed by and construed in all respects in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. Each party hereby consents to the exclusive venue and jurisdiction of the courts of Indiana. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

 

12. 12. 21. Severability, Waiver and Amendment.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.

12. 12. 22. Notices.

Any notices pertaining to this Agreement shall be addressed to the appropriate party as follows, unless otherwise provided in this Agreement:

For Company:
legal@evercommerce.com
-and-
EverHealth Solutions Inc.
Attn: Legal