This website is intended for general guidance only, not as a substitute for detailed research or the exercise of professional  judgment. The information herein provided is on an “as is” basis and Obidou makes no representations or warranties, express or implied. This information is not meant to diagnose, treat or manage any mental health condition. If you are concerned about your mental health, please see your primary care provider or go to the nearest hospital emergency service.

MASTER SERVICES AGREEMENT

 

This Master Services Agreement (“Agreement”) governs your purchase and use of our Services.  By accepting this Agreement, either by executing an estimate/ order form/ invoice referencing this Agreement or clicking a button indicating your acceptance, you agree to the terms of thisAgreement.

 

This Agreement was last updated on August 15, 2019. It is effective between you and Obidou HealthCloud as of the Effective Date (“Effective Date”).

  1. DEFINITIONS

"Agent" means the person (Obidou Customer Service Agent) with whom the Order Form is being executed.

"Article 28" means article 28 of the General Data Protection Regulation (Regulation (EU) 2016/679).

 

“Customer” or “you” means the customer accepting this Agreement.

 

User Data” means all data (including Personal Data and End User data) that is provided to Obidou HealthCloud by, or on behalf of, Customer through Customer’s use of the Services, and any data that third parties submit to Customer through the Services.

Deliverable” Applicable to agreements regarding commissioned reports, presentations or other electronic or tangible documents that Obidou HealthCloud is required to deliver as part of Project Services.

End Users” means Customer's clients who are using the Services and other individuals authorized by Customer to access and use the Services.

“Estimate” means an amount, that may be subject to change, but is based on the SOW (Scope of Work) as defined by Obidou and executed by Customer on the effective date.

 

“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trade secrets, trademarks and other similar rights, whether registered or unregistered.

 

“Order Form” means an order form, estimate, sales quote or similar document referencing and made under this Agreement and executed by the parties.

 

“Personal Data” means information relating to a living individual who is, or can be, reasonably identified from information, either alone or in conjunction with other information, within Customer’s control and which is stored, collected or processed within one of Customer’s Obidou HealthCloud End User accounts.

“Privacy Policy” means the Obidou HealthCloud Privacy Policy at https://www.obidou.io/legal/privacypolicy/that details how Obidou HealthCloud handles User Data.

“Project Services” means professional services which include consultation, customization and implementation and other project-based services. 

 

“Services” means the services ordered by Customer on an Order Form, including but not limited to Subscriptions and Project Services.

Service Specific Terms” means service-specific terms that apply to specific Services (including Subscriptions and Project Services) and that are incorporated into and form a part of this Agreement.

 

Obidou HealthCloud” means the Obidou HealthCloud entity defined in Section 14 (Contracting Entity).

 

Obidou HealthCloud Background IP” means Intellectual Property Rights: 

(a)     owned by, patent of, copyright of or licensed to Obidou HealthCloud as of the Effective Date;

(b)    developedoracquiredbyObidouHealthCloudaftertheEffectiveDatebutindependentof,and unrelated to, Obidou HealthCloud performance of the Services for Customer; or 

(c)     relating to standard products or services offered or provided by Obidou HealthCloud (including any improvements to those   products and services, but which do not constitute Deliverables)

  1. SERVICES

    1. Provision of Services. Obidou HealthCloud will provide the Services to Customer in accordance with this Agreement, including any Order Forms and any applicable service-specific terms.

    2. Estimates /Order Forms. After having been made aware of the Estimate, the parties may enter into Order Forms under this Agreement. Any such Order Form may be executed by Obidou HealthCloud or a Obidou HealthCloud affiliate pursuant to the requirements for Obidou HealthCloud entities under Section 14. Any reference in the Agreement to “Customer” will refer to the Customer entity and their affiliates signing the Order Form and any reference in the Agreement to “Obidou HealthCloud” will refer to the Obidou HealthCloud contracting entity signing the Order Form. Each Order Form will incorporate the terms and will be a separate contract between the entities entering into the order form.

    3. Third Party Services. If Customer integrates the Services with any non-Obidou HealthCloud-provided third party service (such as a third party’s service that uses an application programming interface (API)), Customer acknowledges that such third party service might access or use User Data and Customer permits the third party service provider to access User Data as required for the interoperation of that third party service with the Services. Customer is solely responsible for the use of such third party services and any data loss or other losses it may suffer as a result of using any such services.

  2. TYPES OF SERVICES

    1. Licenses. Obidou HealthCloud grants Customer a non-exclusive, non- transferable worldwide right to access and use the Intellectual property required to provide Services during the subscription term.

    2. Subscriptions.. Services sold as subscriptions are subject to the following terms, unless otherwise agreed on an Order Form:​​

      1. Subscription Term.initial term of each subscription is specified on the Order Form. Subscriptions will automatically renew at the end of each subscription term for additional periods equal to one year, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current subscription term.

      2. Subscription Units Added mid-subscription Term. An Order Form may be used to add more subscription units (e.g. portals, services or users) to a subscription during a subscription term. The per unit pricing for those additional subscription units will be as specified on the Order Form of the underlying prorated for the portion of that subscription term remaining at the time the subscription units are added. Any such additional subscription units will renew or terminate on the same date as the underlying subscription. Subscription units relating to a Service cannot be decreased during a subscription term for that  Service.

      3. Default Type. Each Service is purchased as a subscription unless otherwise specified in an Order Form or indicated given the nature of the Service.

    3. Project Services. Project Services are subject to the following terms, unless otherwise agreed on an Order Form:

      1. Project Term.The term of a Project Service ends upon completion of those Project Services, unless earlier terminated.

      2. Scope of Project Services.Obidou HealthCloud will provide Project Services to Customer in accordance with an Order Form (which may alternatively be entitled a “Statement of Work”), including any specifications, timetables, and acceptance criteria and procedures describedtherein.

      3. Ownership of Deliverables. Customer will own all Intellectual Property Rights in any Deliverables, and Obidou HealthCloud hereby assigns all Intellectual Property Rights in any Deliverables to Customer. Notwithstanding the foregoing, nothing in this Agreement will assign or vest ownership of any Obidou HealthCloud Background IP from Obidou HealthCloud to Customer. Customer grants Obidou HealthCloud and its affiliates a worldwide, royalty-free, non-exclusive license during the Term to use, reproduce, distribute, modify, and adapt the Deliverables for the purpose of providing the Services to Customer in accordance with this Agreement.

  3. SERVICE FEATURES

    1. Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by Obidou HealthCloud regarding future features or functionality.

    2. Changes to Services. Obidou HealthCloud continually changes and improves the Services. Obidou HealthCloud may add, alter or remove functionality from such Services at any time without prior notice, provided that Obidou HealthCloud will provide Customer with prior written notice if Obidou HealthCloud makes a change to the Services resulting in a material decrease in core functionality used by Obidou HealthCloud's general customer base.

  4. FEES

    1. Fees. Customer will pay to Obidou HealthCloud all applicable fees for the Services specified in each Order Form.  Except as otherwise specified in this Agreement or prohibited by applicable law, payment obligations are non-cancelable and fees paid are not refundable;provided,however,thatrefundsmaybeprovidedtoCustomerintheeventthisAgreementisterminatedinaccordancewith Section13.5(b).

    2. Invoicing and Payment Terms. Payment terms shall be specified in each Estimate or Order Form. Unless otherwise specified in the Order Form, an invoice will be issued upon execution of the Order Form. Multi-year orders and renewals will be invoiced on an annual basis.

    3. Taxes. All amounts payable by Customer under this Agreement are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature (including value-added, sales, and use taxes, but excluding withholding taxes and taxes based on Obidou HealthCloud income, property, or employees) (“Taxes”) that may arise in connection with Customer’s purchases under this Agreement. If any such Taxes arise, Customer will pay such Taxes in addition to all other amounts payable under this Agreement, unless Customer provides Obidou HealthCloud with a valid tax exemption certificate or other documentary proof, issued by an appropriate taxing authority, that no tax should be charged. If Customer is required by law to withhold any Taxes from its payments to Obidou HealthCloud, Customer must provide Obidou HealthCloud with an official tax receipt or other appropriate documentation to support such payments.

    4. Currency. All monetary amounts in this Agreement are denominated in the currency stated on the Estimate or Order Form.  Fee payment by customer must be received by Obidou HealthCloud in the same currency as such fees were billed.

    5. Overdue Payments. Obidou HealthCloud may charge Customer interest on payments overdue by more than 30 days at the rate of 1.5% per month on the amount overdue. If any amount owed by Customer is overdue by 90 days or more, ObidouHealthCloudmaylimitfunctionality orsuspendprovision ofServicestoCustomeruntilsuchamountsarepaidinfull.

    6. Overage Fees. Unless otherwise stated, any overage fees incurred by Customer will be billed in arrears at the rate listed on the Order Form. The additional units will be charged at the per unit pricing for those additional units as specified on the Order Form for the underlying subscription (or, absent such specification, at the same per unit pricing as the underlying subscription pricing), prorated for the portion of that subscription term remaining at the time the subscription units are added.

  5. CUSTOMER OBLIGATIONS

    1. Customer Responsibilities.

      1. Account Security. Customer is responsible for maintaining the confidentiality of its own passwords and any other credentials used by it and its End Users to access the Services. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and will terminate any unauthorized use of which it becomes aware. Customer will notify Obidou HealthCloud promptly if Customer becomes aware of any unauthorized access to its  accounts.

      2. End User Activities. Customer is responsible for ensuring that its End Users comply with this Agreement. Customer, and not ObidouHealthCloud, is responsible for the act s of its End Users and any activity occurring initsEndUseraccounts(otherthan activitythatObidouHealthCloudisdirectlyresponsibleforwhichisnotperformedinaccordancewithCustomer’sinstructions).

      3. One Individual per Account. End User accounts and passwords may not be shared and may only be used by one individual per account.

    2. Acceptable Uses by Customer. Customer will not violate the Acceptable UsesPolicy located at https://www.obidou.io/acceptable-uses.

    3. Third-Party Requests. The parties may from time to time receive a request from a third-party for records related to Customer’s use of the      Services, including information in a Customer End User account or identifying information about a Customer End User (“Third-Party Request”). Third-Party Requests include search warrants, subpoenas, and other forms of legal process. Customer is responsible for responding to Third-Party Requests via its own access to the information, and will only contact Obidou HealthCloud if Customer is unable to obtain such information after diligent efforts. If Obidou HealthCloud receives a valid Third-Party Request then, to the extent permitted by law, Obidou HealthCloud:

    4. Embargoes. Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Services. The Services may not be used in any country that is subject to an embargo by Canada or European Union applicable to the Services.

    5. Suspension of Services. Obidou HealthCloud may limit or suspend the Services from time to time at its discretion (for example, to   perform scheduled maintenance or to stop a violation of Section 6.2 (Acceptable Uses by Customer). If the circumstances reasonably permit, Obidou HealthCloud will give Customer reasonable advance notice of any limitation or suspension so that Customer can plan around it, or address the issue that has prompted Obidou HealthCloud to take such action. There may be some situations, such as        security emergencies, where it is not practicable for Obidou HealthCloud to give such advance notice. Obidou HealthCloud will use   commercially reasonable efforts to narrow the scope and duration of the limitation or suspension as is needed to resolve the issue that prompted such action.

  6. SECURITY AND PRIVACY

    1. Security. Obidou HealthCloud has considered the state-of-the-art cost of implementation, the nature, scope, context and purposes of the Services, and the level of risk, implemented the best available technical and organizational measures to ensure a level of security   appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to User Data. At reasonable intervals, Obidou HealthCloud tests and evaluates the effectiveness of these technical and organizational measures for ensuring the security of the processing.

    2. Privacy Policy. Customer has read and acknowledges the applicability of the Privacy Policy to this Agreement. Customer also         acknowledges that Obidou HealthCloud may revise the Privacy Policy from time to time and that the most current version will always be at     https/obidou.io/legal. When Obidou HealthCloud makes a change to this policy that is material, Obidou HealthCloud will notify you in accordance with the notice provisions. By continuing to access or use the Services after those changes become effective, you agree to be bound by the revised Privacy Policy

    3. Data Protection. Where Obidou HealthCloud is processing Personal Data for Customer, Obidou HealthCloud will 

      1. only do soon on documented Customer instructions and in accordance with applicable law, including with regard to transfers of personal data to a third country or an international organization, and the parties agree that this Agreement and the Obidou HealthCloud Privacy Policy constitute such documented instructions of theCustomer;   

      2. To the extent applicable, Obidou HealthCloud relies upon Obidou, transfer to the United States to Obidou Health certification and/or standard contractual clauses and/or consent for data contractual clauses for data transfers to countries outside Canada, that do not have adequate levels of data protection as determined by the European Commission. Customer appoints Obidou HealthCloud (and, to the extent required, Obidou HealthCloud Inc.) as its agent for purposes of entering into any standard contractual clauses for such purposes on Customer’s behalf; 

      3. ensure that all Obidou HealthCloud personnel involved in the processing of Personal Data are party to confidentiality obligations in respect of the Personal Data. 

      4. make available (at Customer's expense) information necessary for Customer to demonstrate compliance with its Article 28 obligations(if applicable to the Customer) where such information is held by Obidou HealthCloud and is not otherwise available to Customer through its account and user areas or on Obidou HealthCloud websites, provided that Customer provides Obidou HealthCloud with at least 14 days' written notice of such an information request;

      5. cooperate as reasonably requested by Customer (at Customer's expense) to enable Customer to comply with any exercise of rights by a data subject under the General Data Protection Regulation (EU) 2016/679 in respect of personal data processed by Obidou HealthCloud in providing theServices;

      6. promptly notify Customer of all requests received directly from a data subject of any of the Personal Data in respect of that data subject's Personal Data submitted through theServices.

      7. cooperate with the Office of the Data Protection Commissioner or any replacement or successor body from time to time (or, to the extent required by the Customer, any other data protection or privacy regulator) in the performance of such regulator's tasks where required.

      8. not store Personal Data (in a format that permits identification of relevant data subjects) for longer than is necessary for the purposes for which the data is processed save to the extent such retention is required for legitimate business purposes   (with respect to, for example, security and billing), in order to comply with applicable laws and regulations and as may otherwise be kept in routine backup copies made for disaster recovery and business continuity purposes;

      9. and assist Customer as reasonably required (at Customer's expense) where Customer conducts a Data Protection Impact Assessment involving the Services.

    4. Sub-processing. Customer provides a general authorization to Obidou HealthCloud SurveyMonkey to engage onward sub-processors, subject to compliance with the requirements in this Section 7. A list of sub-processors involved in processing Personal Data is available on request. Obidou HealthCloud will ensure that all Sub-processors on the Sub-processor List are bound by contractual terms that are in all material respects no less onerous than those contained in this Agreement; and will be liable for the acts and omissions of its Sub-processors to the same extent Obidou HealthCloud would be liable if performing services of each of those Sub-processors directly under the terms of this Agreement, except as otherwise set forth in this Agreement

    5. Security Incident. If Obidou HealthCloud becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data (“Security Incident”), Obidou HealthCloud will take reasonable steps to notify Customer without undue delay, but in any event within 48 hours of becoming aware of the Security Incident. Obidou HealthCloud will also reasonably cooperate with Customer with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any information reasonably requested by Customer in relation to any SecurityIncident.

    6. Audits. Customer will provide Obidou HealthCloud with at least one month’s prior written notice of any audit, which may be conducted by Customer or an independent auditor appointed by Customer (provided that no person conducting the audit shall be, or shall act on behalf of, a competitor of Obidou HealthCloud) (“Auditor”). The scope of an audit will be as follows: 

      1. Customer will only be entitled to conduct an audit once per year (during the course of a 12- month subscription) unless otherwise legally compelled or required by a regulator with established authority over the Customer to perform or facilitate the performance of more than 1 audit in that same year (in which circumstances Customer and Obidou HealthCloud will, in advance of any such audits, agree upon a reasonable reimbursement rate for Obidou HealthCloud's auditexpenses).

      2. Obidou HealthCloud agrees, subject to any appropriate and reasonable confidentiality restrictions, to provide evidence of any certifications and compliance standards it maintains and will, on request, make available to Customer an executive summary of Obidou HealthCloud's most recent annual penetration tests, which summary shall include remedial actions taken by Obidou HealthCloud resulting from such penetration tests.

      3. The scope of an audit will be limited to Obidou HealthCloud systems, processes, and documentation relevant to the processing and protection of Personal Data, and Auditors will conduct audits subject to any appropriate and reasonable confidentiality restrictions requested by Obidou HealthCloud.

      4. Customer will promptly notify and provide Obidou HealthCloud with full details regarding any perceived non-compliance or security concerns discovered during the course of anaudit.

      5. Obidou HealthCloud will inform Customer if it comes to its attention that any instructions received in respect of this Section7.8 infringe the provisions of the General Data Protection Regulation or other applicable EU or EU Member State data protection law. Notwithstanding the foregoing, Obidou HealthCloud shall have no obligation to review the lawfulness of any instruction received from theCustomer

      6. The parties agree that, except as otherwise required by order or other binding decree of a regulator with authority over the Customer, this Section 7.8 sets out the entire scope of the Customer’s audit rights as against Obidou HealthCloud.

    7. Customer Privacy Obligations.

      1. Customer shall ensure and hereby warrants and represents that it is entitled to transfer the User Data to Obidou HealthCloud so that Obidou HealthCloud may lawfully process and transfer the Personal Data in accordance with this Agreement. Customer shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protectionlegislation.

  7. INTELLECTUAL PROPERTY

    1. Customer IP. Customer grants Obidou HealthCloud and its affiliates a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, modify, display, and distribute User Data only for the limited purposes of providing the Services to Customer and improving the Services. If Customer provides Obidou HealthCloud with feedback about the Services, Obidou HealthCloud may use that feedback and incorporate it into its products and services without any obligation to Customer.

    2. Obidou HealthCloud IP. Obidou HealthCloud retains ownership of the Services and all related Intellectual Property Rights. No licenses or rights are granted to Customer by Obidou HealthCloud other than as expressly provided for in this Agreement. Except as   permitted by Obidou HealthCloud's brand and trademark use policies, this Agreement does not grant the Customer any right to use Obidou HealthCloud's trademarks or other brand elements.

    3. Customer Lists. Obidou HealthCloud may identify Customer by name and logo as a Obidou   HealthCloud customer on Obidou HealthCloud's website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure          to the benefit of Customer.

  8. CONFIDENTIALITY

    1. Definition. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances. Customer’s Confidential Information includes Customer Data.

    2. Obidou HealthCloud Confidential. Information includes the terms of this Agreement and any security information about the Services. Despite the foregoing, Confidential     Information does not include information that:

      1.  is or becomes public through no fault of the Recipient;

      2. the Recipient already lawfully knew;

      3. was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or 

      4. was demonstrably independently developed by the Recipient without reference to the Discloser’s Confidential Information.

    3. Confidentiality. The Recipient will:

      1. protect the Discloser’s Confidential Information using commercially reasonable efforts; 

      2. use the Discloser’s Confidential Information only as permitted by this Agreement, including to exercise the Recipient’s rights and fulfill the Recipient’s obligations under this Agreement;

      3. not disclose the Discloser’s Confidential Information without the Discloser’s prior consent, except to affiliates, contractors, agents, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section. The Recipient may disclose the Discloser’s Confidential Information when and to the extent required by law or legal process, but only after the Recipient, if permitted by law, uses reasonable efforts to notify the other party.

  9. WARRANTIES

    1. Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; and (b) it will comply with all laws and regulations applicable to its provision or use of theServices.

    2. Disclaimers. Obidou HealthCloud makes no representation or warranty about the services. to the fullest extent permitted under applicable law, Obidou HealthCloud disclaims any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose.

  10. INDEMNITIES

    1. By Obidou HealthCloud. Obidou HealthCloud will indemnify, defend, and hold harmless Customer from and against all liabilities,   damages, expenses, and costs (including settlement costs and reasonable attorneys’ fees) (collectively “Loss”) arising out of           a third party claim that the Obidou HealthCloud technology used to provide the Services to Customer infringes any copyright,       patent, trademark or trade secrets of such third party. However, in no event will Obidou HealthCloud have any obligation or    liability under this Section arising from: 

      1. use of any Services in a modified form or in combination with software, technologies,products, or devices not provided by Obidou HealthCloud; or

      2. any content or data provided by Customer, End Users, or third-parties.

    2. By Customer. Customer will indemnify, hold harmless and defend Obidou HealthCloud from and against all Loss arising out of a third party claim regarding or in connection with: Customer Data (including claims that Customer Data infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable law; or Customer’s use of the Services in violation of the Obidou HealthCloud Acceptable Use Policy.

    3. Potential Infringement. If Obidou HealthCloud believes the technology used to provide the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Obidou HealthCloud may: 

      1. obtain the right for Customer, at Obidou HealthCloud expense, to continue using the Services; 

      2. provide a non-infringing functionally equivalent replacement; or 

      3. modify the Services so that they no longer infringe. If Obidou HealthCloud does not believe that the foregoing options are commercially reasonable, then Obidou HealthCloud may suspend or terminate Customer’s use of the impacted Services and provide a pro rata refund of any fees prepaid by Customer applicable to the period following the termination of such Services.

    4. Indemnity Procedures. A party seeking indemnification under this Agreement will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. If permitted by applicable law, the indemnifying       party will have full control and authority over the defense, except that: 

      1. any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and.

      2. the indemnified party may join in the defense with its own counsel at its own expense.

  11. LIABILITIES

    1. Exclusion of Certain Liability. To the extent permitted by applicable law, in no event will Obidou HealthCloud be liable under or in connection with this agreement for: 

      1. any indirect, consequential, special, incidental, punitive or exemplary damages, under any theory of law, including tort or 

      2. loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible, and even if a remedy fails of its essential purpose.

    2. Liability Cap. To the extent permitted by applicable law, Obidou HealthCloud's aggregate liability arising outof or in connection with this agreement for all claims of any kind will not exceed the amounts paid by customer to Obidou HealthCloud under this agreement during the 12 months prior to the event giving rise to the liability; provided, however, that the liability cap will not apply to liability for (a) fraud or willful misconduct, (b) death or personal injury, or (c) infringement of a third party’s intellectual property rights.

  12. TERM AND TERMINATION

    1. Term of Agreement. The term of this Agreement starts on the Effective Date and shall remain in effect until either party terminates upon 60 days’ written notice to the other party, subject to Section 13.4 (“Term”).

    2. Term of Order Forms. The term of an Order Form starts on its effective date and terminates when all Services ordered under it are terminated or completed. For the term of Subscriptions ordered on an Order Form, see Section 3.1(Subscriptions).

    3. Termination for Cause. A party may terminate this Agreement and any Order Form for cause: (a) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit ofcreditors.

    4. Consequences of Termination of Agreement. If this Agreement terminates, any Order Forms in effect will remain in effect in accordance with their terms (including the terms of this Agreement that are incorporated by reference), but no new Order Forms may be entered into under this Agreement.

    5. Consequences of Termination of Order Form. 

      1. Upon termination of an Order Form, Customer will; remain liable to pay:

        1. the full subscription fee, and

        2. any fees for Project Services payable to Obidou HealthCloud for the period prior to, or any invoices outstanding on, the effective date of termination of that Order Form and no longer have access to the applicableServices. 

      2. If an Order Form is terminated by Customer due to Obidou HealthCloud's material breach, Obidou HealthCloud will provide customer with aproratarefundofany fees prepaid by Customer applicable to the period following the effective dateoftermination of that Order Form; and 

      3. If an Order Form is terminated by Obidou HealthCloud due to Customer’s material breach, Obidou HealthCloud will invoice, and Customer will pay, any accrued but unbilled fees and any unpaid fees covering the remainder of the term of that Order Form had it not been terminated.

    6. Survival. The following Sections will survive termination of this Agreement: 5.3, 5.4, 5.5, and 10 to 15.

  13. GENERAL

    1. Amendments. This Agreement may only be amended if authorized representatives of each party agree in a signed writing.

    2. Assignment. Neither Customer nor Obidou HealthCloud may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, either party may assign this Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of such party’s assets.

    3. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument.

    4. Entire Agreement. This Agreement (including any documents incorporated herein by reference to a URL or otherwise, constitutes the entire   agreement between Customer and Obidou HealthCloud and it supersedes any other prior or contemporaneous agreements or terms and    conditions, written or oral, concerning its subject matter.

    5. Force Majeure. Neither Obidou HealthCloud nor Customer will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or internet disturbance) that was beyond the party’s reasonable control.

    6. Independent Contractors. The relationship between Obidou HealthCloud and Customer is that of independent contractors, and not legal partners, employees, or agents of each other.

    7. No Waiver. A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.

    8. Notices. 

      1. Providing Notice. All notices must be in writing and will be deemed given when: (i) personally delivered, (ii) verified by written receipt, if sent by postal mail with verification of receipt service or courier, (iii) received, if sent by postal mail without verification of receipt, or (iv) verified by automated receipt or electronic logs if sent by email.

      2. Notices to Obidou HealthCloud. Notices must be sent to Obidou HealthCloud at the address given below and marked to the attention of the agent responsible for the Order Form. Email is insufficient for providing non-routine legal notices including indemnification claims, breach notices, and termination notices) (“Non-Routine Legal Notices”) to Obidou HealthCloud. Customer may grant approvals, permission, extensions, and consents by email.

      3. Notices to Customer. Notices may be sent to the email address associated with Customer’s designated primary administrator for the relevant Service (“Primary Admin”). Billing-related notices (including notices of overdue payments) may be sent to the relevant billing contact designated by Customer. If Customer has provided contact details for legal notices on the cover page of this Agreement, any Non-Routine Legal Notices will be provided to such contact instead, with a copy to the email address associated with Customer’s Primary Admin. Notices to End Users of the Services may be sent to the email address associated with that End User’s account.

      4. Keep Contact Details Current. Customer and its End Users must keep the contact details associated with their user accounts and billing contacts current and accurate, and notify Obidou HealthCloud in writing of any changes to such details.

    9. Precedence. If any conflict exists among the following documents, the order of precedence will be:

      1. the applicable Order Form,

      2. this Agreement, and

      3. the applicable Service Specific Terms. Any terms set forth under a “Special Terms” heading in any of the foregoing documents will take precedence over any other terms to the contrary in that document.

    10. Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

    11. Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Customer’s End Users are not third party beneficiaries to Customer’s rights under this Agreement.

    12. Language. This Agreement was prepared and written in English. Any non-English translations of this Agreement which may be made available are provided for convenience only and are not valid or legally binding.