PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Our Customer Terms of Service is a contract that governs our customers' use of the Second Door services. It consists of the following documents:

• General Terms: These contain the core legal and commercial terms that apply to your use of our products and services. These terms can be found below.

• Your Order Form is the Second Door-approved form created following your purchase of one of our services. It contains all of the details about your purchase, including your subscription term, services purchased, and your fees. To request a copy of your signed order form, feel free to contact us at support@seconddoor.app and we would be happy to send over a copy.

• Professional Services Addendum: This explains the terms that govern any Professional Services provided to you by Second Door. If your Order Form contained an order for Professional Services and included a Statement of Work (SOW), then the Professional Services Addendum applies.

• HIPAA Business Associate Agreement Addendum: This outlines how we handle the rules and regulations surrounding HIPAA. If you are a covered entity under HIPAA (just about all of our customers are), then this addendum also applies.

We update these terms from time to time. If you have an active Second Door subscription, we will let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates). You can find archived versions of these terms by clicking on the "View Archive" button at the top of each document.

BY ACCEPTING YOUR ORDER FORM, ACCEPTING THIS AGREEMENT OR USING ANY OF THE SECOND DOOR SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH SECOND DOOR.

This Agreement applies to all Customers of the Second Door Services, including, as applicable, administrators or employees authorized to act on behalf of an entity or other organization with respect to the Second Door Services (collectively, “Customers”). If you are accepting an Order Form, registering for a Second Door account or using the Second Door Services on behalf of an entity or other organization, references to “you” are to such entity or organization and you are agreeing to this Agreement for that entity or organization and representing to Second Door that you have the authority to bind that entity or organization to this Agreement (the term “Customer” will also refer to that entity or organization).

General Terms

Last Updated: December 20th, 2022

1. Services

   1. Software Services. Second Door provides a cloud-based Direct Care Platform to healthcare practices (the “Service”). Second Door does not provide healthcare or medical consultation, advice, diagnostic or treatment recommendations. Second Door is solely a platform for connecting healthcare provider organizations and their partners, providers, and patients before, during, and after care. During the Term and subject to Customer’s payment of all relevant fees, Second Door grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services pursuant to and in accordance with the provisions of this Agreement. Customer may, as set forth in an Order Form (as defined below) or otherwise agreed to in writing by Second Door, offer access to the Services for any affiliates, subsidiaries, parent corporations, or affiliate entities and Customer shall be responsible and liable for all access and use by such entities. If Customer is required to install and download software from Second Door in connection with the Services, Second Door grants Customer, during the Term, a limited, personal, non-exclusive, non-transferable, non-sublicensable right to use the software solely in support of Customer’s authorized use of the Services in accordance with the provisions of this Agreement. Services ordered by Customer are set forth in the applicable ordering document(s) separately agreed to by the parties (each an “Order Form”).

   2. Professional Services. Customer may desire and request Second Door to provide professional services in addition to the Software Services (“Professional Services”). In such event, a Statement of Work ("SOW") providing details of the engagement, including scope of work, fees, payment terms, duration of service and compensation to Second Door shall be included as part of the order form. Terms governing Professional Services can be found in the Professional Services Addendum, which applies to any order form containing a Statement of Work for professional services.

2. Restrictions. Customer and its employees, contractors, partners, and patients (collectively, the “Users”) may only use the Services for the purposes of creating, marketing, enrolling, provisioning, and billing for consumer and employer facing, health benefits relating to the management of health conditions in accordance with this Agreement and the then-current documentation, specifications, and instructions made available by Second Door regarding the Services. Customer is responsible for ensuring its Users comply with all relevant terms of this Agreement and any failure to comply will constitute a breach by Customer. Except as expressly authorized by this Agreement, Customer will not, and will not allow any User or other third party to engage in or use the Services: (i) to permit any third party to access or use the Services other than an User, (ii) to decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, (iii) to use the Services or any Second Door confidential information to develop a competing product or service, (iv) to use any Service in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency, (v) to remove, minimize, block, or modify any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Service, including any screen displays, etc., or any other products or materials provided by Second Door hereunder, (vi) to use the Service in a manner that violates privacy rights or that constitutes infringement of the intellectual property or other proprietary rights, (vii) fraudulent or illegal purposes, and/or (viii) to use the Service that otherwise violates Second Door policies, applicable laws, ordinances or regulations. Under no circumstances will Second Door be liable or responsible for any use, or any results obtained by the use, of the Services in conjunction with any services, software, or hardware that are not provided by Second Door. All such use will be at Customer’s sole risk and liability.

3. Availability. Second Door shall undertake commercially reasonably measures to ensure that the Services are available for access and use by Customer at all times, except during regularly scheduled or emergency maintenance or in accordance with Section 21.3 (Force Majeure). In the event the Services are not available for use, Second Door shall use commercially reasonable efforts to correct the interruption as promptly as practicable. In the event Second Door is repeatedly unable to correct the availability of the Services, Customer may terminate this Agreement and receive a prorated refund of any pre-paid, unused fees. Such refund shall constitute Customer’s sole and exclusive remedy and Second Door’s sole and exclusive liability for failure to make the Services available for use. Customer and Second Door specifically agree that Second Door is not liable for any consequential or incidental damages associated with use of the Services, including, but not limited to, damages associated with lost profits or the unavailability of the Services.

4. Connectivity; Customer Responsibilities. Customer and Users are solely responsible for all equipment and ancillary services needed to connect to, access, or otherwise use the Services, including hardware, software, operating systems, networking, web servers. Telecommunication, or Internet connections, and for payment of all associated costs, fees and services. Second Door shall not be responsible for not performing, or for a delay or interruption in performing, the Services if due to a service, equipment, or network communications error, failure, or interruption beyond the control of Second Door.

5. Beta Functionality. Second Door may designate certain new functionality or technical features of the Services to be made available as “Beta Functionality.” Beta Functionality will be at an early stage of development and therefore operation and use of the Beta Functionality may be unpredictable and lead to operational malfunctions with respect to the Services. Customer acknowledges and agrees that: a) the Beta Functionality will be experimental and will not have been fully tested; b) the Beta Functionality may not meet Customer’s requirements; c) the use or operation of the Beta Functionality may not be uninterrupted or error free; d) Customer’s use of the Beta Functionality will be for purposes of evaluating and testing the new technical features and functionality of Second Door products and services and providing feedback to Second Door; and e) Customer will inform its Users regarding the nature of the Beta Functionality. Customer’s use of the Beta Functionality will be subject to all of the terms and conditions set forth herein relating to the Services. Customer will promptly report any errors, defects, or other deficiencies in the Beta Functionality to Second Door. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BETA FUNCTIONALITY IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. Customer waives any and all claims, now known or later discovered, that Customer may have against Second Door and its suppliers and licensors arising out of Customer’s use of the Beta Functionality.

6. No Provision of Medical Advice or Services.

   1. As part of the Services, Second Door provides a technology platform for connecting healthcare provider organizations and their partners, providers, and patients before, during, and after care. Second Door does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Customer or Users, or goods or services offered or purchased by Customer or Users, including, but not limited to, any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Customer should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining Customer’s compliance obligations under law. Customer agrees Second Door is not providing, to Customer or anyone else, medical or legal services. Notwithstanding the foregoing, Second Door may make certain healthcare services available through the Second Door Services and platform utilizing healthcare providers that may or may not be affiliated with Second Door. In such event, and regardless of any relationship between the applicable healthcare providers and Second Door, the applicable healthcare providers shall be fully responsible for providing all medical and healthcare services and related advice and treatment. Second Door shall have no liability or responsibility for such healthcare.

   2. Independent Professional and Medical Judgment. The parties acknowledge and agree that all medical treatment, diagnostic decisions, and billing decisions are the responsibility of Customer and its employees and staff (collectively, “Customer Personnel”). Second Door and the Services do not make medical or other professional decisions and is not a substitute for competent, properly trained and knowledgeable staff who bring professional judgment to the information presented by the Services. Any and all medical, financial, and other information produced by the Services must be tested for reasonableness and accuracy before any actions are taken or reliance placed on it. Although Second Door has used reasonable care in obtaining information from sources believed to be reliable, the parties acknowledge that it is the obligation of all Customer Personnel to exercise their independent professional and medical judgment. In this regard, Second Door disclaims and shall have no liability for medical decision or judgments made by any medical personnel, or for any medical malpractice claims or related claims arising out of the alleged negligence (medical, professional or otherwise). Customer agrees to indemnify, defend and hold Second Door harmless from and against any such claims.

7. HIPAA. If necessary and appropriate, the parties will enter into a Business Associate Agreement (“BAA”) in accordance with HIPPA. In the event of any conflict between the terms of this Agreement and the terms of the BAA, the BAA will control with respect to PHI (as defined therein).

8. Proprietary Rights.

   1. Ownership by Second Door. Customer acknowledges and agrees that (i) the Services are protected by intellectual property rights, as applicable, of Second Door and its vendors/licensors and that Customer has no right to transfer or reproduce the Services, in whole or in part, or prepare any derivative works with respect to, or disclose confidential information pertaining to any Services or any part of them, and (ii) that Second Door owns all right, title, and interest in and to the Services, including any changes, derivatives, feedback, modifications or improvements made to the Services, whether or not performed subject to an Order Form, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, data, database design and architecture, and “know-how” embodying the Services.

   2. Modifications and Programs. Under no circumstances will Customer be deemed to receive title to any portion of the Services, title to which at all times will vest exclusively in Second Door. This includes any suggestions for changes or modifications or improvements made by Customer to Second Door, in writing or otherwise, it being agreed and understood that any such changes or modifications or improvements are derivative of Second Door’s proprietary Services and “know-how.” The Services allow the Customer to use programs available in and through the platform, and to modify and create customized programs (collectively, “Programs”). Customer acknowledges and agrees that all Programs, including all derivatives and modifications thereto, shall be exclusively owned by Second Door, or its licensors and suppliers, as applicable.

9. Customer Data. Customer grants Second Door a non-exclusive, world-wide, royalty-free license to use the data and other information input by Customer into the Services (the “Customer Data”) for purposes of performing this Agreement, as directed or instructed by Customer and its Users (e.g., in the context of support requests), Second Door policies, and/or applicable law. Customer will be responsible for obtaining all rights, permissions, and authorizations to with respect to the Customer Data for use as contemplated under this Agreement. Except for the license granted in this Section, nothing contained in this Agreement will be construed as granting Second Door any right, title, or interest in the Customer Data. Customer shall retain a copy of Customer Data outside the Services. Customer shall comply with all intellectual property, marketing laws, advertising laws, privacy laws, occupational health and safety laws, and all other laws and regulations related to the Customer Data and shall comply with all legal duties applicable to Customer. Customer shall provide the relevant Users with all information or notices Customer is required by applicable privacy and data protection law to provide and, if necessary, obtain the consent of or provide choices to such Users as required by such laws. Second Door and Customer shall apply reasonable technical, organizational and administrative security measures to keep Customer Data protected in accordance with industry standards. Customer is solely responsible for the configuration of its Service account and configuration, operation, performance and security of its equipment, networks and other computing resources, including its gateways or other devices and networks used to connect to the Services. This Section states Second Door’s exclusive obligations with respect to Customer Data.

10. Aggregated Data. Customer grants Second Door a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free license to use, copy, distribute, and otherwise exploit statistical, utilization, and other aggregated data derived from Customer’s use of Services (the “Aggregated Data”) for Second Door’s business purposes, including the provision of products and services to Second Door’s customers. Aggregated Data does not include information identifying Customer or any identifiable individual. The Aggregated Data will not be considered Customer’s confidential information.

11. Feedback. Customer may provide suggestions, comments or other feedback (collectively, “Feedback”) to Second Door with respect to its products and services, including the Services. Feedback is voluntary. Second Door may use Feedback for any purpose without obligation of any kind. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer grants Second Door an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with Second Door’s business, including the enhancement Second Door’s products and services.

12. Third Party Data. The Services may contain material, data, or information provided by third parties, including Programs, Templates, Exercises, and Patient Education (“Third Party Data”). Second Door does not control Third Party Data and is not responsible for its content. Second Door’s inclusion of Third Party Data in the Services does not imply any endorsement of the information and Second Door makes no representations or warranties with respect to any Third Party Data. Second Door shall have the right to modify or discontinue any Third Party Data as required by the applicable third-party licensor or for other legitimate legal or business reasons.

13. Support and Maintenance. Second Door will provide Customer with reasonable telephone assistance for Customer’s technical support contact with setting up new User accounts, demonstrations, training, and technical support. Second Door’s telephone support is available Monday through Friday, 8 a.m. to 5 p.m. EST, except for state and federal holidays or any downtimes associated with operational or logistical issues. Additional support may be available in Second Door’s sole discretion, and may be subject to additional fees and the terms and conditions of the Order Form. Second Door will provide Customer with updates and bug fixes to the Services that Second Door in its sole discretion makes generally available to its other similarly situated clients at no charge. However, Customer shall not be entitled to receive updates or new releases that include new or different functionality for which Second Door imposes an additional charge to its clients. New or different functionality may be purchased by Customer, in its discretion, at Second Door’s then current pricing.

14. Fees.

    1. Payment of Invoices. Customer will pay Second Door the fees set forth in the applicable Order Form(s). Customer will pay all invoices through ACH electronic payment or credit card and shall be due upon Customer’s receipt of invoice, unless set forth otherwise in the applicable Order Form. Payments are due upon receipt of the invoice. Payments not made within fifteen (15) days of receipt of invoice will be subject to late charges equal to the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount or (b) the maximum amount permitted under applicable law. Second Door will not increase the prices for Services during the Initial Term of any Service Order, but may thereafter change prices upon sixty (60) days written notice.

    2. Taxes. In addition to any other payments due under this Agreement, Customer agrees to pay, indemnify, and hold Second Door harmless from any sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the performance of the Services under this Agreement; excluding, however, income taxes on profits which may be levied against Second Door.

15. Customer Obligations. Customer will perform its obligations in accordance with the requirements of this Agreement in a commercially reasonable manner. Customer’s failure to perform its obligations may adversely affect Second Door’s ability to meet its performance obligations and the parties agree that if Customer fails to perform its material obligations, Second Door will promptly notify Customer of the failure and the reasonably anticipated consequences of the failure, and the parties will negotiate in good faith to arrive at an equitable adjustment to the terms of this Agreement to compensate Second Door for any additional effort and costs directly caused by Customer’s delay or failure to perform. Further, Customer’s failure to perform certain tasks may prevent or disrupt Customer from having access to Services. Customer is solely responsible for preserving and making adequate backups of its data.

16. Warranties.

    1. Customer Warranty. Customer represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement and to grant the license set forth in Section 9 (Customer Data); (b) any Customer Data provided by Customer for use in connection with the Services does not and will not infringe the intellectual property, publicity, or privacy rights of any person and is not defamatory, obscene, or in violation of applicable foreign, federal, state and local laws, rules and regulations (including but not limited to applicable policies and laws related to spamming, such as CAN-SPAM, privacy, and consumer protection) (collectively, “Applicable Law”); (c) its use of the Services will be in compliance with all Applicable Law; and (d) neither Customer nor any Users shall make any representations with respect to Second Door, the Services, or this Agreement (including, without limitation, that Second Door is a warrantor or co-seller or provider of any of Customer’s products and/or services).

    2. Second Door Warranty. During the Term, Second Door represents and warrants the Services will substantially comply with the specifications, if any, and as otherwise described in the then current documentation made generally available by Second Door to its customers regarding the Services. In the event of a breach of the warranty, Second Door’s sole and exclusive liability and Customer’s sole and exclusive remedy will be to provide restored or replacement service which conforms to this warranty.

    3. Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 16.2, THE SERVICES, AND ANY PRODUCTS OR EQUIPMENT PURCHASED BY CUSTOMER THROUGH SECOND DOOR, ARE PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. SECOND DOOR AND ITS VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SECOND DOOR OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SECOND DOOR’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT SECOND DOOR AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER’S DATA, WEBSITES, COMPUTERS, OR NETWORKS. SECOND DOOR WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. FURTHERMORE, SECOND DOOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE.

17. Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend and hold the other party and its Affiliates (the “Indemnified Party”) harmless from and against any and all liabilities, claims, demands, damages, costs and expenses or money judgments (including reasonable attorneys’ fees) asserted against, incurred by or rendered against any of them from third party claims or actions arising from the Indemnifying Party’s negligence, breach of this Agreement, violation of applicable law or other acts or omissions. The Indemnified Party shall give the Indemnifying Party prompt notice of any indemnified claims, permit the Indemnifying Party to control the defense and settlement of such claims, and reasonably cooperate with the Indemnifying Party in connection with the defense and settlement of such claims. Customer additionally indemnifies and holds Second Door harmless for any and all losses, liabilities, damages, claims, costs, penalties, expenses, and fees (including, but not limited to, reasonable attorneys’ fees, disbursements of counsel, and costs of investigation, litigation, third party discovery, and settlement) arising out of or in connection with the introduction by Customer (whether inadvertent or purposeful) of any computer virus or malicious computer program into Second Door’s computing systems, website code, or the unauthorized access of Customer or User data as result of unauthorized access to any of Second Door’s computing systems or data.

18. Confidentiality. The terms and provisions of this Agreement, including any Order Form or Statement of Work shall be confidential and shall not be disclosed by Customer to anyone without first obtaining the written consent of Second Door, except in the ordinary course of business to agents of the parties who have agreed to maintain the confidentiality of such matters. Customer shall not make Second Door’s confidential or proprietary information available in any form to any third party, and agrees to take all reasonable steps to ensure that Second Door’s proprietary or confidential information is not disclosed or distributed by its employees, agents or contractors in violation of the provisions of this Agreement.

19. Limitation of Liability and Damages. NEITHER SECOND DOOR NOR ITS VENDORS AND LICENSORS WILL HAVE ANY LIABILITY TO CUSTOMER OR USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, TRADING LOSSES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING USE OF OR INABILITY TO USE THE SERVICES. THE TOTAL LIABILITY OF SECOND DOOR AND ITS VENDORS AND LICENSORS TO CUSTOMER OR USER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR USE OF THE SERVICES IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE) WILL NOT EXCEED THE TOTAL FEES PAID HEREUNDER BY CUSTOMER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.

20. Term and Termination.

    1. Initial Term. The initial term of this Agreement shall commence on the Effective Date set forth in the applicable Order Form and shall continue for the Initial Term identified in the Order Form, after which it shall automatically renew for successive terms of one (1) year each unless set forth otherwise in the Order Form or terminated sooner in accordance with the terms of this Agreement or the Order Form (each a “Renewal Term”). The Initial Term and any Renewal Terms are referred to as the “Term.”

    2. Termination. After the conclusion of the Initial Term, either party may terminate this Agreement, with or without cause, upon sixty (60) days’ written notice prior to the end of the applicable Term.

    3. Suspension of Services. Second Door may, in its sole discretion, immediately suspend or terminate Customer’s access to the Services for any of the following reasons (a) to prevent damages or risk to, or degradation of, the Services; (b) to comply with any law, regulation, court order, or other governmental request; (c) to otherwise protect Second Door from potential legal liability; or (d) in the event an invoice remains unpaid for more than thirty (30) days from the invoice date. Second Door will use reasonable efforts to provide Customer with notice prior to or promptly following any suspension of the Services. Second Door will promptly restore access to the Services as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on Second Door to monitor use of the Services. Second Door may also terminate or suspend access of Customer or any User for violation of Second Door’s Terms of Use.

    4. Effect of Termination. Upon termination of this Agreement or termination of a particular Service for any reason: (a) Customer’s and all User’s access to and use of the terminated Services will cease as of the effective date of termination; (b) Second Door will cease to provide the Services, and Customer will pay to Second Door all undisputed sums due to Second Door for Services and authorized expenses incurred through the effective date of such expiration or termination (prorated as appropriate); and (c) Second Door, at its sole discretion, may take reasonable steps to assist Customer in making an orderly transition of the data related to Services back to Customer or its designees and may notify all affected Users of the termination of this Agreement and either provide the Users with any applicable data or direct Users to Customer to obtain a copy of any User data provided to Customer utilizing the Services.

21. General Provisions.

    1. Affiliates, Subcontractors and Vendors. Some or all of the Services, including support, may be provided by Second Door’s affiliates, agents, subcontractors, and information system vendors. The rights and obligations of Second Door may be, in whole or in part, exercised or fulfilled by the foregoing entities.

    2. Publicity. Second Door may identify Customer as a customer in its customer listings, Web sites, and other promotional materials. In addition, Second Door may issue a press release regarding the parties’ relationship under this Agreement.

    3. Force Majeure. Except for the payment of money as described in Section 14 (Fees) of this Agreement, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.

    4. Entire Agreement; Amendments; Terms of Use. This Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. Notwithstanding the foregoing, Second Door reserves the right to amend, update or otherwise modify these Terms & Conditions (“Modified Terms”) by providing written notice to Customer. The notice and Modified Terms may be delivered to Customer electronically. Customer’s continued purchase or use of Second Door’s Services will constitute and evidence Customer’s agreement to the Modified Terms. If Customer does not agree to the Modified Terms, Customer may cease purchasing and using the Second Door Services. If Customer ceases purchasing and using the Services, the then-existing Terms & Conditions will continue to apply to the Services Customer has purchased, and the then-existing terms and conditions shall continue to apply, including any payment or purchase commitments under the then-existing Order Forms.

    5. Governing Law, Venue, and Limitation of Actions. This Agreement will be construed according to, and the rights of the parties will be governed by, the law of the State of Delaware, without reference to its conflict of laws rules. Exclusive forum and venue shall be in state or federal courts in Wilmington, Delaware.

    6. Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable data protection, privacy, anti-spam, export and import laws and regulations, in connection with their performance, access and/or use of the Services under this Agreement. Second Door does not guarantee the Services are appropriate and/or available for use in any particular context or location and Customer is responsible for compliance with local laws to the extent applicable. Second Door reserves the right to modify the Services for any reason, without notice and without liability to Customer or any User, to comply with applicable law.

    7. Compliance. Each party agrees to comply with all applicable federal, state and local laws in performing its obligations hereunder, and Customer agrees that Customer is solely responsible for ensuring compliance with all Customer Data and Customer’s business practices (including, but not limited to, any offerings made via the Services), which include, but are not limited to, the federal and state anti-kickback and self-referral laws and regulations at all times during the term of this Agreement. The parties acknowledge that although Second Door is obligated to provide the Services as specified in this Agreement, there is no obligation of Second Door to refer consumers to Customer or any affiliate of Customer. Notwithstanding the unanticipated effect of any of the provisions herein, the parties intend to comply with 42 U.S.C. § 1320a-7b(b) (commonly known as the Anti-Kickback Statute), 42 U.S.C. § 1395nn (commonly known as the Stark Law) and any other federal or state law provision governing fraud and abuse or self-referrals, as such provisions may be amended from time to time. This Agreement will be construed in a manner consistent with compliance with such statutes and regulations, and the parties hereto agree to take such actions necessary to construe and administer this Agreement accordingly. The parties hereto represent, covenant and agree that the compensation due to Second Door under this Agreement and the Order Form has been determined through good faith and arm’s length bargaining to be commercially reasonable. The sole purpose of the payments to Second Door hereunder is to pay fair market value for Services actually rendered by Second Door to Customer hereunder. These Services strictly and solely provide a cloud-based platform to enable healthcare provider organizations to connect with their partners, providers, and patients before, during, and after care, and do not involve any provision of any Services by Second Door to any customer or client of Customer. In addition, fees charged hereunder do not include any discount, rebate, kickback, or other reduction in charge. This Agreement shall be interpreted and construed at all times in a manner consistent with applicable laws and regulations governing the financial relationships among individuals and entities that provide or arrange for the provision of items or services that are reimbursable by governmental health care programs or other third party payors. Neither Second Door nor Customer nor any Customer healthcare provider/professional providing services under this Agreement: (i) are “sanctioned persons” under any federal or state program or law; (ii) has been listed in the current List of Excluded Individuals and Entities by the Office of Inspector General for the U.S. Department of Health and Human Services; (iii) has been listed on the General Services Administration’s List of Parties Excluded from Federal Programs; (iv) has been listed on the U.S. Department of Treasury, Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List; or (v) has been convicted of a criminal offense related to health care.

    8. No Referrals. The parties acknowledge that none of the benefits granted hereunder, and none of the Services offered or the compensation due to Second Door pursuant to the Agreement and the Order Form, are conditioned on any requirement that either party make referrals to, be in a position to make or influence referrals to, or otherwise generate business for the other party. Customer shall be solely responsible for any and all billing, coding and collections associated with the services Customer provides its patients, including the determination of whether or not such services are covered by health plans, governmental agencies, third party payers or other financially-responsible parties. In no event shall Second Door be responsible for Customer’s billing or billing practices.

    9. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.

    10. Relationship of the Parties. The parties agree that Second Door will perform its duties under this Agreement as an independent contractor. Nothing contained in this Agreement will be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Personnel employed or retained by Second Door who perform duties related to this Agreement will remain under the supervision, management, and control of Second Door.

    11. Assignment. Customer may not assign this Agreement without the prior written consent of Second Door, which shall not be unreasonably withheld. Second Door may assign this Agreement without the prior consent of Customer.

    12. Severability. If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement.

    13. Waiver. Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach.

    14. Survival. The following provisions will survive termination or expiration of this Agreement: Sections 4, 5, 6, 7, 8, 9, 10, 11, 14.2, 16, 17, 18, 20.4, and 21.

    15. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which together shall constitute only one agreement. If any signature is delivered by facsimile or email or is signed in any electronic format, such signature shall create a valid and binding obligation with the same force and effect as if such signature were handwritten.

    16. Notices. Any written notice or demand required by this Agreement will be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address set forth in the applicable Order Form. The notice will be effective as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail. Any party may change the address at which it receives notices by giving written notice to the other party in the manner prescribed by this Section.