Terms and Conditions

1. Acceptance of Terms

Arrellio, Inc. (“Arrellio”) provides technology-enabled services, including the Software as a Service offering branded as Arrellio, the website at https://www.arrellio.com, any associated mobile or desktop applications, and other related software, content, and services. These Terms and Conditions (“Terms”) set forth legally binding terms and conditions governing access to and use of the Services, as defined below. The customer identified in the applicable Order Form, as defined below, (“Customer”) agrees that these Terms, together with the applicable Order Form (collectively, this “Agreement”), form the entire agreement between Customer and Arrellio and are effective as of the date of execution of an initial Order Form (the “Effective Date”). All capitalized terms used but not defined herein may have the meanings assigned to them in an Order Form, as applicable.

Arrellio may, at its discretion, update these Terms at any time. You can access and review the most current version of these Terms at https://arrellio.com/terms-conditions, or as otherwise made available by Arrellio.

In the event of a conflict between the terms in an Order Form and these Terms, the terms in the Order Form shall control with respect to the Services provided under such Order Form.

2. Definitions

1. (a)“Activation” means, with respect to each Authorized Office, the point at which the Implementation Services are complete, and the provision of the Subscription Services commences.
2. (b)“Affiliate” means any other entity that, directly or indirectly, controls, is controlled by, or is under common control with such party. For the purpose of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled by” and “under common control with” have correlative meanings.
3. (c)“Aggregated Data” means Customer Data that has been aggregated in a manner that does not reveal any personally identifiable information and cannot reasonably be used to identify Customer as the source of such data or reveal the identity, whether directly or indirectly, of Customer or any individual.
4. (d)“Analytics Reports” means reports, models, and insights generated by the Services with respect to Customer Data and otherwise.
5. (e)“Analytics Templates” means Arrellio’s proprietary algorithms, models, and other data analytics templates and tools which are provided by Arrellio to Customer via the Services.
6. (f)“API” means any proprietary application programming interface, whether made accessible by Arrellio or not, that enables Customer to, among other things, pull Customer Data from any approved Integrations via the Services.
7. (g)“Applicable Law(s)” means collectively, any and all laws, regulations, rules, ordinances, guidelines, judicial, and administrative orders applicable to the jurisdictions in which the Services are performed and their use by either party, their respective Affiliates, and their respective End Users as provided in this Agreement, the obligations and performance of each of the parties under this Agreement; and any and all other matters relating to the subject matter of this Agreement. Applicable Laws include, without limitation, HIPAA, the Telephone Consumer Protection Act of 1991, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Telemarketing Sales Rule, the CAN-SPAM Act, the Gramm-Leach-Bliley Act, and the California Consumer Privacy Act.
8. (h)“Arrellio Platforms” means any proprietary online platform hosted by Arrellio which are specified in an Order Form, including any related domain and subdomains, software, code, algorithms, Analytics Templates, hosted services and web interfaces.
9. (i)“Authorized Offices” means the Offices that are: (i) authorized by Customer to access and use the Services; and (ii) identified in the applicable Order Form.
10. (j)“Authorized Users” means employees and contractors of Customer who are authorized by Customer to access and use the Services on Customer’s behalf and pursuant to unique Credentials which are associated with Customer’s account on the Services.
11. (k)“Communication Services” means Arrellio’s provision of incorporated communications services that enable Customer to send and receive communications through various channels, including telephone, fax, text messaging or SMS, and email, including through Third Party Providers of regulated telecommunications services that act as carrier of record and other Third Party Offerings.
12. (l)“Confidential Information” means information identified in good faith by either party as being confidential or proprietary, or information that, given its nature or the circumstances of its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information shall include, without limitation, the terms and conditions of this Agreement; the source code and architectural framework of the Services (including Analytics Templates); Aggregated Data; Customer Data; information relating to future releases of the Services; and pricing information and business plans provided by either party.
13. (m)“Credentials” means any End User accounts, passwords, and other authentication credentials associated with use of the Services by Customer or End Users.
14. (n)“Customer Data” means any and all Data that Customer and End Users submit, upload, email, transmit, or otherwise make available through the Services or to Arrellio.
15. (o)“Customer Facilities” means Credentials, Authorized Offices, and any account, database, hardware, system, or other facility within Customer’s custody or control.
16. (p)“Data” means information, content, data, and other materials in any form.
17. (q)“Emergency Security Issue” means any: (i) use of the Services by Customer or End Users in violation of the terms and conditions of this Agreement or the TOU that disrupts or is reasonably likely to disrupt the availability of the Services to other users; or (ii) access to the Services by any unauthorized third party through use of any Customer Facilities.
18. (r)“End Users” means Authorized Users and Patient Users.
19. (s)“Fair Use Policy” means Arrellio’s fair use policy, as may be adopted, updated, or modified by Arrellio from time to time in its sole discretion, governing Customer’s use of the Communication Services, which is incorporated herein by reference.
20. (t)“Hardware” means any hardware, devices, equipment, or peripherals ordered, configured, provided, or made available by Arrellio to Customer in connection with the Services, as identified in the applicable Order Form.
21. (u)“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Public Law 111-005, and the implementing regulations promulgated by U.S. Department of Health and Human Services.
22. (v)“Implementation Services” means the initial setup, activation, onboarding, training, and related services provided by Arrellio to enable Customer to access and begin using the Subscription Services and any Hardware.
23. (w)“Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs.
24. (x)“Integrations” means any integration of the Services, including any White Labeled Platform, with Customer Facilities or Third-Party Offerings, which is authorized by Arrellio and enabled by an API, and which enables Customer to input Customer Data into the Services from such Customer Facilities or Third Party Offerings.
25. (y)“Malicious Code” means without limitation code, files, scripts, agents, or programs intended to do harm, including without limitation viruses, worms, time bombs, and trojan horses.
26. (z)“Marks” mean a party’s names, brands, trademarks, service marks, or logos.
27. (aa)“Offices” mean Customer’s offices, locations, or other physical facilities.
28. (ab)“Order Form” means each order form or statement of work (“SOW”) entered into in writing by the parties under this Agreement specifying the Services, including the Fees, number of authorized End Users, the Term, and any additional terms applicable to the Customer’s access to and use of the Services.
29. (ac)“Patient(s)” means any of Customer or its Affiliates’ patients, clients, or customers.
30. (ad)“Patient Payments” means any payments made by Patients through the Services and owed to Customer. Patient Payments shall not include platform and processing fees related to the receipt, processing, and deposit of Patient Payments.
31. (ae)“Patient Users” means any Patients who access or use the Services either directly or through a White Labeled Platform.
32. (af)“Porting” means the transfer of Customer’s current phone number from one telecommunications service provider to another.
33. (ag)“Professional Services” means the professional services provided by Arrellio to Customer pursuant to an Order Form, including the configuration of the Arrellio Platforms and other Services, or any portion thereof, into a White Labeled Platform, and other implementation, customization, development, training, and similar services as agreed by the parties.
34. (ah)“Third Party Offerings” means products or services delivered or performed by third parties independently of the Services, or other online, web-based CRM, ERP, or other business application subscription services that interoperate with the Services, and any Hardware or other offline products provided by third parties.
35. (ai)“Third Party Provider” means a third party who provides, owns, hosts, or licenses a Third Party Offering, API, or Integration.
36. (aj)“Services” means the Professional Services and Implementation Services together with the Subscription Services.
37. (ak)“Subscription Services” means any and all of: (i) the software and other offerings provided by Arrellio pursuant to this Agreement, including the White Labeled Platforms, Arrellio Platforms, Integrations and APIs provided by Arrellio, Analytics Templates, the offerings provided through https://arrellio.com/, any mobile applications provided by Arrellio; (ii) the Communication Services and related Hardware; (iii) ongoing technical support and related services for the foregoing, as further described in Section 7(b); and (iv) all such services and software labeled as alpha, beta, pre-release, trial, preview or otherwise. The Services may include any enhancements, updates, upgrades, derivatives, or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, and sample data sets as provided by Arrellio.
38. (al)“Usage” means Customer’s use of the Services, including applicable access and use of the Services by Offices or other metrics as identified in the applicable Order Form.
39. (am)“Usage Limits” means, as identified on the applicable Order Form or in the Fair Use Policy, the authorized or permitted limits placed on Usage, including any limits regarding use by or identification of Authorized Offices.
40. (an)“White Labeled Platform” means any of, or any portion of, the Arrellio Platforms or other Services that: (i) are configured for the Customer; (ii) are intended for access and use by Patients; and (iii) incorporate or use the Customer’s Marks.

3. Rights

1. (a)Grant of Rights. During the term of this Agreement, and subject to Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement (including those in an applicable Order Form), Arrellio hereby grants Customer a limited, non-exclusive, non-sublicensable (except as permitted herein), non-transferable, revocable right under each Order Form to access and use the Services and to download Analytics Reports, if and as made available to Customer through the Services, solely during the Term (as defined below) of this Agreement, in the form and manner provided by Arrellio under the applicable Order Form, and only within Customer Facilities for Customer’s internal business purposes in the ordinary course of Customer’s business. Customer hereby agrees that Arrellio may collect or generate Aggregated Data in connection with providing Customer and End Users with access to the Services.
2. (b)Restrictions. Except as expressly permitted under this Agreement, Customer shall not itself, nor shall it permit any other party (including Authorized Users) to: (i) reproduce, modify, translate, adapt or create derivative works based upon the Services; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of any part of the Services; (iii) access the Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services; (iv) take any action that imposes an unreasonable or disproportionately heavy load on the Services or related infrastructure or that negatively affects the ability of others to access or use the Services; (v) use spiders, crawlers, robots, scrapers or other similar means to access the Services, or otherwise substantially download, reproduce or archive any portion of the Services; (vi) rent, lease, lend, sell or sublicense the Services, or otherwise provide access to the Services to anyone who is not an End User or as part of a service bureau or similar fee-for-service purpose; (vii) use the Services to transmit Malicious Code; (viii) circumvent or bypass any Usage Limits, including any limits placed on the location or type of Authorized Offices; (ix) access or use the Services in any manner that does not comply with all Applicable Laws; or (x) engage in any other activity deemed by Arrellio to be in conflict with the spirit or intent of this Agreement. Arrellio’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of these Terms by Arrellio, and does not create a private right of action for any other party.
3. (c)Analytics Reports. Subject to Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Arrellio hereby grants Customer a perpetual, non-exclusive, non-transferable, non-sublicensable (except as permitted herein), royalty-free right to use the Analytics Reports and the Analytics Templates (solely to the extent incorporated into the Analytics Reports) solely for Customer’s internal business purposes.
4. (d)Changes. Customer acknowledges and agrees that Arrellio may, from time to time with or without notice to Customer, improve, modify, or update the Services, including by adding, changing, or removing certain functions or features to or from the Services. Any such updates or modifications will not materially reduce the overall functionality of the Services during the Term. From time to time, Arrellio may make certain new or enhanced features, functions, or modules available to Customer subject to additional fees, provided that any such charges will not apply to features already included in the Services under the applicable Order Form.
5. (e)Authorized Users. Authorized Users may access and use the Services on Customer’s behalf contingent upon such Authorized User’s compliance with the terms and conditions of this Agreement, provided that: (i) Customer is responsible for ensuring that all Authorized Users agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to Customer; (ii) such use is only in connection with Customer’s internal business purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder (including an increase in the number of Authorized Users); (iv) such use does not violate or exceed any applicable Usage Limits; and (v) Customer remains fully responsible and liable for any and all acts or omissions by such Authorized Users related to this Agreement.
6. (f)Patient Users. Patient Users’ access to and use of the Services, either directly or through an applicable White Labeled Platform, is contingent upon Patient Users’ compliance with all applicable terms and conditions of this Agreement. Customer is responsible for ensuring that all Patient Users agree in a legally enforceable manner to abide by and fully comply with such applicable terms and conditions, whether directly or as incorporated into an applicable agreement between Customer and Patient Users; and Customer remains fully responsible and liable for failure to obtain such agreement and compliance.

4. Customer Responsibilities

1. (a)HIPAA and Data Security Compliance. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and all use of the Services by Customer or any Authorized User, including compliance with any Applicable Law. Customer shall ensure that it and its Authorized Users’ use of the Services complies with all consumer protection, data privacy, and security requirements of any Applicable Law, including providing all required notices and obtaining all necessary consents from Patients. Customer is solely responsible for ensuring any White Labeled Platform conforms with Applicable Law and for monitoring all use of such White Labeled Platforms to ensure ongoing compliance.
2. (b)Consent to Communicate with Patients. Without limiting the generality of Section 4(a), Customer represents and warrants that: (i) Customer has obtained all consents required to permit Arrellio to communicate with Patients on Customer’s behalf through the Communication Services, including through SMS messages, email, telephone, or any other applicable method of communication; and (ii) all use of the Communication Services, including all communications by or on behalf of Customer, will comply with Applicable Law. If Customer uses the Communication Services to communicate directly with Patients, Customer shall comply with applicable opt-in requirements as outlined in the CTIA Principles and Best Practices, available here. Customer shall only communicate, or direct Arrellio to communicate, with Patients who have opted-in to receive communication from Customer. Arrellio reserves the right to suspend Customer’s use of or access to the Services if abuse is reported. Customer further agrees to accept and comply with requests from Arrellio to provide documentation of Patient consents, express or implied.
3. (c)Technical Requirements. Customer and Authorized Users shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity, and third-party software required to access the Services, including as updated or modified by Arrellio in writing from time to time, such as computers, operating systems, phone or Internet bandwidth, web browsers, and storage devices.
4. (d)Protection. Customer shall be solely responsible for protecting the confidentiality of Credentials and for the operation, maintenance, and security of, and all activities undertaken using, Customer Facilities and applicable White Labeled Platforms. In the event that Customer becomes aware of any unauthorized access to or use of the Services through use of Customer Facilities or White Labeled Platforms, Customer shall promptly give written notice to Arrellio of such unauthorized access or use and make reasonable efforts to eliminate it. Customer shall at all times maintain and enforce appropriate administrative, technical, and physical safeguards, including security policies, procedures, and access controls, to safeguard access to and use of the Services through Customer Facilities and White Labeled Platforms. All such measures shall comply with prevailing industry standards and, in no event, be less than reasonable care.
5. (e)Integrations. Customer acknowledges and agrees that some features of the Services require Integrations with Third Party Offerings that require Customer or End Users to register and create accounts for such Third Party Offerings. Customer acknowledges and agrees that it shall remain solely responsible for it and its End Users’ conduct with respect to such Integrations and any credentials, authorizations, permissions, Customer Data, or other information or actions required or permitted in connection therewith.
6. (f)Compliance and Usage Monitoring. Customer represents and warrants that its, and its Authorized Users’, use of the Services shall comply in all respects with all applicable Usage Limits, including as described or contained in the Fair Use Policy, a copy of which Arrellio will make available to Customer upon Customer’s written request. Customer acknowledges and agrees that Arrellio monitors use of the Services to confirm that such use complies with this Agreement and any applicable Usage Limits. Such features may further permit Arrellio to disable use of the Services remotely. In addition, upon Arrellio’s request Customer shall provide and certify to total Usage. If Arrellio determines, in its sole discretion, that Customer’s use of the Services:
   1. (i)does not comply with this Agreement or applicable Usage Limits, including in the Fair Use Policy, Arrellio shall notify Customer through the Services of any Usage exceeding the Usage Limits and bill Customer either under any applicable provision regarding increased Usage or at the current market rate for such increased Usage; or
   2. (ii)imposes an unreasonable or disproportionately high load or burden on the Arrellio Platforms or Arrellio’s infrastructure, systems or resources, Arrellio may take reasonable actions to protect the integrity and performance of the Services or its infrastructure, systems or resources, including temporarily limiting, suspending or throttling Customer’s, or End Users’, access to the Services, Arrellio Platforms, or certain features thereof. Arrellio will make a reasonable effort to notify Customer (email being sufficient) prior to taking such actions and will work in good faith to resolve the underlying issue.
7. (g)Information and Cooperation. Customer shall, and shall ensure that its End Users, promptly, and in any event within five (5) business days of Arrellio’s request (or such shorter period as may be required by Applicable Law or by an applicable Third Party Provider): (1) provide Arrellio with all information and records necessary for Customer to receive applicable Services, including, without limitation, as required to substantiate Customer’s identity, location, consents, and other information required for the Communication Services or processing Patient Payments; and (2) reasonably cooperate with Arrellio and any applicable Third Party Provider in connection with any traceback request, regulatory inquiry, law enforcement request, audit, or investigation relating to Customer’s or any End User’s use of the Services. Customer acknowledges that Arrellio may share such information with applicable Third Party Providers, regulators, traceback administrators, underlying carriers, and law enforcement as reasonably necessary to comply with Applicable Law or the requirements of a Third Party Provider.

5. Data Handling

In addition to the terms of the Privacy Policy and BAA below, Arrellio will not sell Customer Data or exchange any Customer Data with a third party for monetary or other valuable consideration.

1. (a)Privacy Policy. In addition to this Agreement, the Arrellio Privacy Policy (available at https://arrellio.com/privacy-policy ) (“Privacy Policy”), which may be amended from time to time, applies to how Arrellio may process personal information (including that of End Users) provided as part of the Services or accessed by Customer or End Users. Customer acknowledges and agrees that by accessing or using the Services, Arrellio may receive certain information about Customer and/or End Users, as applicable, including personal information, as set forth in the Privacy Policy, and Arrellio may collect, use, disclose, store, share, and process such personal information in accordance with such Privacy Policy.
2. (b)Business Associate Agreement. Each party shall comply with the Business Associate Agreement (“BAA”) attached to an applicable Order Form, which is incorporated herein by reference. Where the parties have executed more than one Order Form with an attached BAA, the applicable BAA shall be the BAA most recently executed by the parties.

6. Professional Services and Implementation Services

1. (a)Professional Services. If indicated in an Order Form and as further set forth in an applicable SOW, Arrellio shall perform certain Professional Services. Each SOW will be governed by the terms and conditions of this Agreement and will specify, among other terms the parties deem relevant: (i) a description of the Professional Services that Arrellio will provide; (ii) the schedule for performance; (iii) the Fees that Customer will pay; and (iv) the schedule for payment. In the event of any conflict between the terms and conditions of this Agreement and any SOW, the terms and conditions of this Agreement shall take precedence except as expressly stated otherwise.
2. (b)Implementation Services.
   1. (i)Provision. Subject to Customer’s compliance with Section 6(c), Arrellio shall assign a customer success team to perform the Implementation Services as indicated in an applicable Order Form. Implementation Services may include: (i) setting up and configuring the Subscription Services, including transposing Customer Data, facilitating access to the Arrellio Platforms, and assisting with setting up Credentials and Authorized User accounts; (ii) managing the ordering and configuration of Hardware; (iii) managing the Porting process, including provisioning temporary phone number(s), as necessary, for interim use until the Porting process is complete; and (iv) leading and conducting Customer training calls.
   2. (ii)Hardware. Customer’s receipt and use of Hardware is subject to the terms and conditions of the Third Party Providers that manufacture and distribute applicable Hardware, as further described in Section 11. Arrellio is not responsible for the delivery of any Hardware, and risk of loss passes upon the carrier’s acceptance of the Hardware for shipment.
3. (c)Customer Technical Specifications. Customer shall supply Arrellio all information, materials, and access reasonably necessary for Arrellio to perform the Professional Services and Implementation Services for Customer ( “Customer Technical Specifications” ), which may include, without limitation, information, documents, equipment, services, access, facilities, and support related to Customer Facilities. If Customer fails to provide the Customer Technical Specifications in a timely manner, Customer agrees to reimburse Arrellio for any additional costs or expenses incurred as a result of such delay or failure.

7. Service Levels

1. (a)Service Level. Arrellio shall provide the Services to Customer and will perform at commercially reasonable service levels for similar business software and use commercially reasonable efforts to make the applicable online Subscription Services available 24 hours per day, 7 days per week except for: (i) planned downtime of which Arrellio shall give Customer advance electronic notice, and (ii) any unavailability caused by circumstances beyond Arrellio’s reasonable control.

In the event the actual percentage of time the Services are available for a calendar month (the “Availability Percentage,” as calculated below) is less than 99%, Customer shall be entitled to receive from Arrellio a credit of 1/12th of the annual Fees (“Downtime Credit”) as described below.

Availability Percentage will be measured over a calendar month and calculated using the following formula:

“Base Time” shall mean the total number of minutes in a given calendar month, excluding time for Arrellio’s performance of planned downtime.

“Downtime” shall mean the total number of minutes the Services are not available in a given calendar month. Downtime does not include downtime for the reasons set forth in this Section 7(a). Downtime will be measured in minutes and commence when Customer or an Authorized User reports the issue to Arrellio. Downtime concludes once the Services are available.

Arrellio shall apply the Downtime Credit in the next payment cycle following the Downtime that gave rise to the Downtime Credit.

1. (b)Support.
   1. (i)Support Services. As part of the Subscription Services, Arrellio shall provide Customer with: (1) technical support between: 8:00 AM – 5:00 PM ET every weekday, excluding holidays, via in-app chats, phone calls, and video calls, as needed; and (2) access to Arrellio’s “Knowledge Hub”, which is a repository of training documentation, videos, and frequently asked questions that Customer can utilize before requesting technical support.
   2. (ii)Support Cooperation. Customer agrees to reasonably cooperate with Arrellio in troubleshooting, support, or maintenance of the Services, including providing access to Customer Facilities, logs or, other information reasonably requested by Arrellio.

8. Confidential Information

Each party may use the Confidential Information provided by the other party only as necessary to exercise its rights and discharge its obligations under this Agreement and for no other purpose without the prior written consent of the disclosing party. Neither party may disclose to a third party Confidential Information of the other party. The receiving party shall protect Confidential Information of the disclosing party using the same degree of care it uses to protect the confidentiality of its own Confidential Information of like nature, but no less than reasonable care. The foregoing obligations in this Section 8 shall not apply to any Confidential Information that: (i) is known or becomes known to the public in general, other than as a result of a breach of this Agreement by the receiving party; (ii) was known by or in the lawful possession of the receiving party prior to receipt from the disclosing party; (iii) is or has been independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party; (iv) is or has been made known or disclosed to the receiving party by a third party without a breach of any obligation of confidentiality to the disclosing party; or (v) is required to be disclosed by law; provided, however, that the receiving party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing party, to the extent permitted by law, so that the disclosing party may take lawful actions to avoid or minimize such disclosure.

9. Proprietary Rights

1. (a)Responsibility for Data. All Data is the sole responsibility of the party from whom such materials originated. Customer acknowledges and agrees that: (i) the Services may provide access to or rely on Data from third parties (including without limitation, as submitted by Patient Users or via Third Party Offerings), and such third parties, and not Arrellio, are entirely responsible for such Data; (ii) Customer and Authorized Users, and not Arrellio, are entirely responsible for the accuracy, quality and legality of all Customer Data (if any); and (iii) Customer and Authorized Users are solely responsible for giving all required notices and obtaining all necessary consents (including all required permissions from Patients and Intellectual Property holders) before submitting Customer Data (if any) through or to the Services or Arrellio.
2. (b)Arrellio Ownership. The Services provided to Customer hereunder or products and services available to Customer through the Services, are licensed, not sold. Customer acknowledges and agrees that, as between Arrellio and Customer, Arrellio owns all right, title and interest (including all Intellectual Property) in and to the Services and Aggregated Data. Arrellio retains and reserves all rights not expressly granted in this Agreement. The foregoing shall include all rights of patent, copyright, trade secret and other proprietary rights in all technology, know-how, software, processes, efforts and methods, forms, procedures, data formats, data gathering and retrieval systems and methods, program names, designs and manuals, templates, forms and other proprietary or copyrighted material supplied by Arrellio or prepared by or for Arrellio prior to or independently of this Agreement or an SOW.
   1. (i)Configuration of White Labeled Platforms. Customer acknowledges and agrees that, unless stated otherwise in an applicable Order Form, no deliverables or work product are created in the course of any Professional Services related to the configuration of any White Labeled Platform, and that Arrellio owns all right, title and interest (including all Intellectual Property) in and to the White Labeled Platform, except for Customer’s Marks.
   2. (ii)Trademarks. Customer may not use “Arrellio” or any of Arrellio’s Marks without Arrellio’s prior written approval or except as expressly authorized herein. Arrellio claims trademark protection over all such Marks. Customer will not remove or alter the Marks or any proprietary notices on the Services. Customer may not include the Marks in or as part of any registered corporate name, any other logo, or service or product name. Customer may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Arrellio. Customer will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use will inure to Arrellio’s benefit.
   3. (iii)Analytics Templates. In connection with Customer’s use of the Services, Customer may generate Analytics Reports as provided by the Services. Except as specifically set forth in this Agreement, Arrellio owns all right, title and interest (including all Intellectual Property) in and to the Analytics Templates and the Analytics Reports. Without limiting the foregoing, Arrellio will retain exclusive ownership of (i) all Arrellio know-how, concepts, techniques, methodologies, ideas, templates, software, interfaces, utilities and tools, (ii) all proprietary organization and structures for categorizing, sorting and displaying materials, information and other data (including for Customer Data) on the Services (including with respect to Analytics Templates and Analytics Reports), (iii) all updates, modifications, improvements, enhancements, and derivative works of the Analytics Templates and the Analytics Reports conceived, discovered, developed, or reduced to practice, solely or in collaboration with others, during the course of providing the Services hereunder, and (iv) in each case, all related Intellectual Property rights. Notwithstanding the foregoing, Customer shall remain the sole and exclusive owner of all right, title, and interest (including all Intellectual Property) in and to the Customer Data.
   4. (iv)Feedback. If Customer or End Users elect to provide or make available to Arrellio any suggestions, comments, opinions, code, input, ideas, reports, information, know-how, or other feedback (whether in oral, electronic or written form) related to the Services (“Feedback”), Customer hereby assigns, at no charge, all rights, title, and interests in Feedback to Arrellio, and agrees that Arrellio is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer, or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit or compensation to Customer. Customer warrants that the Feedback does not infringe any copyright or trade secret of any third party, and that Customer has no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by Customer). Customer further warrants that its Feedback is not subject to any license terms that would purport to require Arrellio to comply with any additional obligations with respect to any Services that incorporates Customer’s Feedback.
3. (c)Customer Ownership. Arrellio acknowledges and agrees that, as between Customer and Arrellio, Customer owns all right, title, and interest (including all Intellectual Property) in and to Customer Data and any results therefrom, except for Analytics Templates, Analytics Reports, and Aggregated Data. Customer grants Arrellio and its service providers a perpetual, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, and have made all Customer Data and Customer Marks (in any form and any medium, whether now known or later developed) to the extent necessary for Arrellio to exercise its rights granted and fulfill its obligations set forth herein, including the configuration of White Labeled Platforms. Customer acknowledges and agrees that the technical processing and transmission of Data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.
4. (d)Intellectual Property Notices. Customer shall not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Services.

10. Fees and Taxes

1. (a)Fees. Customer shall pay Arrellio the applicable fees set forth in the Order Form (the “Fees”) pursuant to the payment terms therein and Section 10(c). Unless otherwise set forth in an Order Form, all Fees are due as follows:
   1. (i)for the Implementation Services, upon Activation as a one-time payment;
   2. (ii)for the Subscription Services, on the date of Activation for the initial month and on the first day of each calendar month thereafter as a recurring payment for each month during which an Authorized Office receives the Subscription Services;
   3. (iii)for Usage in excess of Usage Limits, on the first day of the calendar month following the calendar month in which such excess Usage occurred; and
   4. (iv)for Professional Services, in accordance with the terms of the applicable Order Form.
2. (b)All Fee payments are non-refundable and non-cancelable, except as otherwise specifically set forth in this Agreement. For the month of Activation, Fees for the Subscription Services shall be prorated based on the number of days remaining in that calendar month from and including the date of Activation. Except for the month of Activation, there will be no refunds or credits for partial months of any Services, upgrade/downgrade refunds, or refunds for months unused with an open account. To increase Usage Limits, including adding Authorized Offices, Customer shall request, in writing, such increase and provide all necessary or requested information. Arrellio may approve or reject such request in its sole discretion. If Arrellio approves such increase, the applicable Order Form will be deemed amended and the Fees shall increase in accordance with the increased Usage Limits or addition of Authorized Offices. Customer acknowledges that Arrellio may modify the Fees set forth on an Order Form any time after the applicable Initial Order Term (as defined herein) upon sixty (60) days’ notice to Customer provided any such increase shall not exceed ten percent (10%) plus the Consumer Price Index for All Urban Consumers (“CPI-U”).
3. (c)Patient Payment Collection. In accordance with the terms of Section 11(b), Arrellio may collect Patient Payments and deposit cleared Patient Payments collected, in accordance with Section 10(c). Customer shall be responsible for all Taxes (as defined below) and platform and processing fees related to or arising from the receipt, processing, and deposit of Patient Payments. No interest on the Patient Payments shall be paid to Customer. For the avoidance of doubt, Arrellio’s sole obligation with regards to Patient Payments shall be to collect Patient Payments and remit cleared Patient Payments, less applicable fees, to Customer. Customer shall be able to track Patient Payments through the Services.
4. (d)Payment Terms. All payments will be made in United States dollars. Customer shall provide Arrellio Customer’s credit card or bank account information in accordance with Arrellio’s instructions. Customer acknowledges that failure to provide such credit card or bank information shall prevent Customer from accessing and receiving the Services or Patient Payments. Customer authorizes Arrellio to directly charge or deposit Patient Payments into Customer’s credit card or bank account, as provided by Customer to Arrellio. All payments made via credit card may be subject to a surcharge that is greater than the cost of acceptance. Payments made via ACH may be subject to a surcharge that is greater than the applicable ACH processing fee.
5. (e)Late Payments. Any payment not received from Customer when due for any reason not the fault of Arrellio shall incur interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. If any Fees that remain unpaid for ten (10) days after Customer receives written notice of such unpaid Fees, Arrellio may, in Arrellio’s sole discretion: (i) apply any outstanding Patient Payments amounts owed to Customer as a credit against the overdue Fees; or (ii) suspend or discontinue the Services to Customer in accordance with Section 15.
6. (f)Taxes and Surcharges.
   1. (i)Surcharges and Regulatory Fees. As applicable, Fees shall include all applicable taxes, fees, or other regulatory surcharges: (1) imposed by any governmental body or Third Party Provider or in connection with any regulatory program; or (2) that are reasonably related to Arrellio’s, or its Third Party Providers’, actual regulatory compliance costs (“Surcharges and Regulatory Fees”). Such Surcharges and Regulatory Fees shall be due in accordance with Section 10(a) and, as applicable, may be invoiced as “Taxes & Surcharges”. Notwithstanding anything herein to the contrary, Arrellio reserves the right to modify the Surcharges and Regulatory Fees as a result of any change to subsections (1) or (2) above.
   2. (ii)Other Taxes. Except for Surcharges and Regulatory Fees, any and all amounts payable hereunder by Customer are exclusive of any value added, sales, use, excise, or other similar taxes (collectively, “Taxes”). Customer shall be solely responsible for paying all applicable Taxes. If Arrellio has the legal obligation to collect any Taxes, Customer shall reimburse Arrellio upon invoice by Arrellio. If Customer is required by law to withhold any taxes from its payments to Arrellio, Customer shall provide Arrellio with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.

11. Third Parties

1. (a)Third Party Offerings. Arrellio may make Third Party Offerings available to Customer and End Users for use in connection with the Services, including as part of the White Labeled Platform. Customer acknowledges and agrees that any use by Customer or any End User of any Third Party Offerings may be subject to a separate agreement with such Third Party Provider, which will govern Customer’s and each End User’s use of such Third Party Offerings. Arrellio makes no warranties of any kind and assumes no liability whatsoever for Customer’s or any End User’s use of (or inability to use) Third Party Offerings, which are made available by Arrellio “AS IS,” “AS AVAILABLE” and “WITH ALL FAULTS.”
2. (b)Third Party Offerings and Patients. In order to provide the Services, Arrellio may use a Third Party Offering to:
   1. (i)provide the Communication Services, including to communicate with Patients on behalf of Customer through automated emails, text messages, and/or phone calls or other similar means of communication. Currently, Arrellio utilizes Infobip Ltd. (“Infobip”), DialStack, Inc., as Carrier of Record (“DialStack”), Mailgun, as provided by Sinch Email (“Mailgun”), and/or Amazon Web Services, Inc., through its Simple Email Service (“AWS”), as Third Party Providers for the Communication Services. Customer hereby agrees to be bound, and, as applicable, secure End Users’ agreement to be bound, by: (1) Infobip’s Terms of Service, Service Use, Privacy, and Messaging Compliance policies, as may be modified by Infobip from time to time; (2) DialStack’s Service Subscription Agreement, as may be modified by DialStack from time to time; (3) Mailgun’s Terms of Service and Privacy Policy, as may be modified by Mailgun from time to time; and/or (4) the AWS Service Terms, specifically Section 15 therein, as may be modified by AWS from time to time; and
   2. (ii)process Patient Payments. Arrellio currently utilizes Stripe for payment processing. Customer agrees to be bound and, as applicable, secure End Users’ agreement to be bound, by the Stripe Connected Account Agreement and the Stripe Services Agreement, as may be modified by Stripe from time to time.
   3. (iii)procure Hardware through third-party distributors and from third-party manufacturers. Arrellio currently procures Hardware through its distributor TeleDynamics LLP (“TeleDynamics”) and from the manufacturer Snom Technology GmbH (“Snom”). Customer agrees to be bound by, and to comply with: (i) TeleDynamics’s Terms of Service and Privacy Policy; and (ii) Snom’s warranty terms, in each case as may be modified from time to time.
3. (c)Changes to Third Party Offerings. Customer agrees and acknowledges that Arrellio may at any time, in its sole discretion: (i) remove or otherwise modify any Third Party Offering made available to Customer; or (ii) replace any Third Party Provider. Customer agrees and acknowledges that in the event Arrellio makes any such change, Customer’s continued use of the Services shall constitute acceptance of any agreements and policies applicable to such use and notice to, and acceptance of, such agreements and polices by End Users, where applicable.

12. Indemnification

1. (a)Claims against Customer. Arrellio shall indemnify and hold Customer and its affiliates, and each of their officers, directors, employees, agents, partners and licensors harmless from and against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in settlement (collectively, “Losses”) to the extent arising from any action or claim of a third party (each, a “Claim”) asserting that the Services infringes the intellectual property rights of such third party; provided, however, that Arrellio shall have no obligation to indemnify Customer from any such Claim to the extent they arise from: (i) use of the Services in any manner that does not comply in all material respects with the terms and conditions of this Agreement and any applicable laws, rules or regulations; (ii) use of the Services in combination with any hardware or software not provided or approved by Arrellio; (iii) modifications to the Services not made or authorized by Arrellio; or (iv) Data or any other data or content submitted by Customer or third parties, including Authorized Users, to the Services (clauses (i) through (iv), collectively, “Customer Acts”). In the event that any part of the Services becomes the subject of or Arrellio reasonably determines that any part of the Services is likely to become the subject of a Claim as set forth in the previous sentence, Arrellio may, at its sole discretion: (1) procure for Customer a license as necessary for Customer to exercise the rights granted by Arrellio under this Agreement; (2) modify or replace the Services to avoid infringement, provided, however, that the Services as modified or replaced retains materially the same or better features and functionality; or (3) terminate this Agreement and provide a pro rata refund of the fees paid by Customer to Arrellio for the unused portion of the Initial Term or then-current Renewal Term, as applicable. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND ARRELLIO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PRODUCT OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
2. (b)Claims against Arrellio. Customer shall indemnify and hold Arrellio and its affiliates, and each of their officers, directors, employees, agents, partners and licensors harmless from and against all Losses due to a Claim resulting from: (i) Customer Data; (ii) Customer’s violation of this Agreement, any SOW, any law or regulation, or any rights (including intellectual property rights or rights to privacy or likeness) of another party; or (iii) Customer’s use of the Services, except as expressly permitted in this Agreement.
3. (c)Procedure. The indemnified party shall: (i) give the indemnifying party prompt written notice of any indemnified claim, provided, however, that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 12, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided, however, that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.

13. Representations and Warranties; Disclaimer

1. (a)Mutual. Each party represents and warrants to the other party that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; (iii) it has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iv) the execution and delivery of this Agreement and the performance of such party’s obligations hereunder do not conflict with, or constitute a default under, any contractual obligation of such party.
2. (b)Disclaimer. CUSTOMER’S AND END USER’S USE OF THE SERVICES IS AT CUSTOMER’S AND END USER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARRELLIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ARRELLIO MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET CUSTOMER’S OR END USER’S REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE. ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER IS SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

14. Limitation of Liability

ARRELLIO SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF ARRELLIO HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL ARRELLIO’S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR CUSTOMER’S OR END USER’S ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY CUSTOMER TO ARRELLIO FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Term, Suspension and Termination

1. (a)Term. The term for this Agreement shall commence on the Order Effective Date (as defined in the applicable Order Form) of the initial Order Form and continue in effect until the last Order Form in effect terminates or expires, as applicable (“Term”). Unless stated otherwise in the applicable Order Form, the initial term of an Order Form shall commence on the Order Effective Date, as applicable, and shall continue for the initial term length set forth in the Order Form (the “Initial Order Term”), which shall automatically renew for successive terms of equal length beginning on the day immediately following the expiration of the Initial Order Term or then-current renewal term (each, a “Renewal Order Term” and each together with the Initial Order Term, collectively, the “Order Term”) unless either party provides notice to the other party of its intent not renew such Order Form at least thirty (30) days before the end of the Initial Order Term or then-current Renewal Order Term.
2. (b)Suspension. Arrellio reserves the right to suspend Customer or any End User’s access to the Services in the event of an Emergency Security Issue or any non-payment by Customer. Arrellio will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. Arrellio further reserves the right to suspend or revoke access to the Services by any End User who violates the terms of this Agreement.
3. (c)Termination. Notwithstanding anything to the contrary, this Agreement or any Order Form, as applicable, may be terminated as follows:
   1. (i)By either party upon written notice to the other party:
      1. (a)of a material breach of this Agreement or any Order Form, as applicable, by the other party, which breach the other party does not cure within thirty (30) days after receipt of written notice of the breach; provided that, where the breach affects only a particular Order Form, termination will be limited to that Order Form,
      2. (b)if Arrellio is or becomes barred or excluded from providing the Services under this Agreement due to violations of any Applicable Law, or
      3. (c)in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business;
   2. (ii)By Customer at any time upon written notice to Arrellio either:
      1. (a)sixty (60) days after receipt of such written notice,
      2. (b)immediately upon payment of two (2) months of Fees as and for a cancellation fee to Arrellio; or
   3. (iii)in whole or in part by Arrellio upon twelve (12) months’ notice in the event that Arrellio anticipates or plans to discontinue providing or supporting any applicable Subscription Services.

Notwithstanding the termination of this Agreement or any Order Form for any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the effective date of termination.

1. (d)Effect of Termination.
   1. (i)Events upon Termination of Order Form. Upon termination of an Order Form for any reason: (i) all rights granted by the parties under such Order Form shall immediately terminate; (ii) Customer shall immediately cease all use of the Services made available under such Order Form; and (iii) except as required under Section 15(d)(ii), each party shall immediately cease all use of the other party’s Confidential Information made available under such Order Form and return or destroy all copies of such Confidential Information that are within its custody or control.
   2. (ii)Retrieval of Customer Data. Upon written request by Customer made within sixty (60) days after any expiration or termination of this Agreement, Arrellio will make Customer Data available to Customer through the Services in the standard format contained therein on a limited basis and at no additional cost to Customer solely for purposes of Customer's retrieving Customer Data for a period of up to sixty (60) days after such request is received by Arrellio. After such sixty (60) day period, Arrellio will have no obligation to maintain or provide any Customer Data (unless Customer has made arrangements with Arrellio to retain such Customer Data for a longer period of time for a fee) and shall thereafter, unless legally prohibited, delete all Customer Data in accordance with its then-current protocols for secure deletion of such Customer Data. Customer Data stored in backups will be deleted in accordance with Arrellio's then-current schedule for deletion/overwriting of such backups. Additionally, during the Term of the Agreement Customers can extract data using Arrellio's standard web services. If Customer requires Arrellio's assistance, Customer may acquire Professional Services at Arrellio's then-current billing rates pursuant to a separately executed SOW.
   3. (iii)Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 2 (Definitions); 3(b) (Restrictions); 4 (Customer Responsibilities); 8 (Confidential Information); 9 (Proprietary Rights); 10 (Fees and Taxes); 12 (Indemnification); 13 (Representations and Warranties; Disclaimer); 14 (Limitation of Liability); 15(d) (Effect of Termination); 16 (Binding Arbitration and Class Action Waiver); and 18 (General Provisions).

16. Binding Arbitration and Class Action Waiver

1. (a)ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT.
2. (b)The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration, and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, the parties agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
3. (c)THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. EACH PARTY AGREES THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. EACH PARTY HEREBY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
4. (d)Notwithstanding anything to the contrary, either party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Intellectual Property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 16.

17. Legal Compliance

Customer represents and warrants that it:

1. (a)will comply with all Applicable Laws, including without limitation, U.S. export laws and import and use laws of the country where any product or service is delivered or used; and
2. (b)is not: (i) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; and (ii) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

18. General Provisions

1. (a)Severability. In the event any provision of this Agreement is deemed unenforceable, it shall be stricken from this Agreement, but the remainder of the Agreement shall be unimpaired.
2. (b)Waiver. No waiver of any term of this Agreement shall bind the party making such waiver unless in writing and signed by the party making such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose given. No waiver by a party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.
3. (c)Assignment. Customer may not assign any of its rights or obligations under this Agreement without the prior written consent of Arrellio. Arrellio may freely assign this Agreement without Customer consent or notice to Customer. Any assignment by Customer in violation of this Section 18(c) shall be null and void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.
4. (d)Independent Contractors. The relationship of the parties hereto is that of independent contractors. The parties hereto are not deemed to be agents, partners, or joint venturers of the others for any purpose as a result of this Agreement or the transactions contemplated thereby. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party.
5. (e)Third Party Beneficiaries. There shall be no third-party beneficiaries to this Agreement.
6. (f)Further Actions. Each party agrees to execute, acknowledge and deliver such further documents and instruments and to perform all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
7. (g)Notices. All requests and notices required or permitted to be given to the parties hereto shall be given in writing and shall be delivered to the other party, effective (i) upon receipt if delivered personally (or if mailed by registered or certified mail), (ii) by email (return receipt requested), or (iii) the day after dispatch if sent by overnight courier, at the appropriate address as set forth below or to such other addresses as may be designated in writing by the parties from time to time during the term of this Agreement.

1. (h)Force Majeure. Except for payment obligations under Section 10, in the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
2. (i)Publicity. Arrellio may reproduce and display Customer’s trademarks and logos on its websites and other marketing materials for the purpose of identifying Customer as a customer of Arrellio.
3. (j)Entire Agreement; Amendment. Together with any terms or documents expressly incorporated herein, this Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. In entering into this Agreement, neither party is relying on any statements, representations or warranties not contained herein. No consent, modification or change of any term of this Agreement shall bind either party unless signed in writing by both parties.
4. (k)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same agreement.
5. (l)Headings. The captions to the several sections hereof are not a part of this Agreement but are included merely for convenience of reference only and shall not affect its meaning or interpretation.