SettLiT Services Agreement

This SettLiT Services Agreement (the “Agreement”) sets forth the terms and conditions that govern access to and use of the Services (as defined below) and is between Medchart US, Inc. DBA SettLiT (“SettLiT”), a Delaware corporation, and the company or other legal entity accepting this Agreement, and affiliates of that company or entity (“Customer”) (each a “Party” and together the “Parties”). This Agreement is effective, and Customer agrees to its terms and conditions, as of the earlier of the date(s) that Customer accepts the Agreement by (1) clicking a box indicating Customer acceptance; (2)executing an order form that references this Agreement; or (3) using the Services (the “Effective Date”).

If an individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates.

1.    DEFINITIONS

Order Form” means an ordering document specifying the Subscription Services and/or Professional Services to be provided and entered into by the Customer and SettLiT, including any addenda and supplements thereto. In the event of inconsistency between the Order Form and this Agreement, the Order Form shall take precedence.

Professional Services” means onboarding, implementation, training, configuration, consulting, or other professional services ordered by Customer and to the extent described in a SOW. For the avoidance of doubt, Professional Services are not tied to the subscription term of Subscription Services and exclude standard maintenance and support included with the Subscription Services.

Services” means the Subscription Services, Add-On Services, and Professional Services.

SOW” means the statement of work further describing the Professional Services to be provided to Customer.

Subscription Services” means the specific selection of SettLiT web services that are ordered by Customer and made available online by SettLiT as specified in an applicable Order Form. Subscription Services include any Updates made available during the term.

Updates” means modifications, updates, and changes which may be made by SettLiT to the Subscription Service which SettLiT makes generally available to its customers at no additional fee. Updates exclude new features, functions, and capabilities that are offered for an additional fee and must be specified in an Order Form.

"Custodians" are health care plans, insurers, health care clearinghouses, health care providers, laboratories, data repositories, third party data aggregators, and other entities who transmit Personal Health Information to SettLiT with your consent. The Parties agree that SettLiT and all Custodians are third-party beneficiaries of this Agreement.

"Consent". SettLiT will normally obtain consent from you or your properly designated Personal Representative before Processing Personal Information about you. An individual can provide consent to the collection, use and disclosure of Personal Information about them expressly, implicitly, or through an authorized Personal Representative. When you sign up for SettLiT's services, whether as an individual or an individual’s personal representative, we will ask for your express consent during the account creation process. You have the right to withdraw consent at any time, with certain exceptions.

"Purpose Specification". SettLiT will identify the purposes for which Personal Information is Processed at or before the time the information is collected. We will not use your Personal Information for any other purpose without your express consent.

"Authorized Request" means a request by Customer on behalf of Consumer for PHI relating to a particular named person, based upon a legally valid Consent for such release provided by a Consumer in accordance with applicable law, which Consent has not been revoked or terminated.

"HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996 and its corresponding regulations codified at Title 45 parts 160 through 164 of the United States Code of Federal Regulations, as amended from time to time.

"Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer.

"Personal Health Information" is Personal Information relating to the past, present, or future health status of an individual that is created, collected, transmitted, or maintained (collectively, “Processed”) by Custodians. This includes health information that can be tied to an individual through identifiers such as: name; address; email address; telephone and fax numbers; social security numbers or other government issued IDs; insurance, medical record, or other account numbers; biometric identifiers; photographs or images; device identifiers; or other persistent identifiers that can reasonably be used to identify an individual.  Data from which all personal identifiers have been removed, such that the information cannot reasonably be used to identify the individual, is not considered Personal Health Information.

"Capacity and Substitute Decision Making". An individual is capable of consenting to SettLiT's Processing of Personal Health Information if the individual is able to understand the relevant information and the consequences of giving or withholding consent. SettLiT presumes individual capacity unless it has reasonable grounds to believe that the individual is incapable of consenting. An individual who is capable of consenting to SettLiT's Processing of Personal Health Information may also authorize another person – including family members, advisors, lawyers, or other health care providers - as a Personal Representative to act on her or his behalf. If the individual is incapable of making and understanding health decisions, for example if the individual is unconscious, deceased, or otherwise incapacitated, substitute decision-makers authorized by state or federal law to act as Personal Representatives may consent on her or his behalf.

"Substitute Decision-Maker or Personal Representative". A Personal Representative, in relation to an individual, means, unless the context requires otherwise, a person who is authorized by law as a substitute decision-maker to consent on behalf of the individual to the collection, use or disclosure of Personal Health Information about the individual.

Fair Credit Reporting Act” or “FCRA” refers to 15 U.S.C. § 1681 et seq.

Client” shall be defined as any individual, entity, or organization for whom a profile is created and maintained within SettLiT. The creation of a client profile is characterized by the following:

i. Submission of Information: Customer has provided necessary personal or organizational details related to the individual, entity, or organization, which may include, but are not limited to, name, contact information, SSN, sex, and other relevant data required to perform the Services.

ii. Activation of Profile: The profile has been successfully activated within the SettLiT system, indicating a formal recognition of the individual, entity, or organization as a "Client". An activation of the Client will include any enrichment of the client profile, any information provided by our system related to the client (report, health data, etc), and/or any utilization of the Services in relation to that profile.

This definition is inclusive and applies to all parties who create a profile under the conditions stated above, irrespective of the extent of their actual usage of the services or products provided by SettLiT.

"Queries to Date" shall mean the total number of Successful Queries for Customer’s account from the effective date of the order form to any given month in the term.

"Accrued Queries" shall mean the total number of transactions allocated in the order form divided by the number of months from the effective date of the order form to the month in question in addition to any previous Surplus Payment(s) earlier in the current term.

"Surplus Payment" shall mean the difference billed and owed in a given month where the Queries to Date exceed the Accrued Queries.

2.    SETTLIT PLATFORM DETAILS

SettLit operates a web platform that includes, without limitation, an API, Digital Intake service, Digital Retrieve service, B2B Portal user interface and Marketplace service (collectively, the “Platform”), which Customer may purchase access to for the purpose of obtaining information on individuals (“Consumers”), including but not limited to their identifier, demographic, health and/or financial information (“Consumer Information”). Customers use the Platform to:

a.    Transmit Consumer identification and demographic data to SettLiT. For clarity, SettLiT will not be responsible for de-duplicating Consumers; if Customer submits multiple Consumer entities with the same demographic data, SettLit shall treat such entities as separate individual Consumers for query and billing purposes.

b.    Transmit authentication and authorization data to SettLiT, and/or deploy SettLiT’s embedded user interface to Consumers to electronically capture their authentication and authorization data.

c.   Automatically lookup missing Consumer identifiers (e.g. birthdate, full 10-digit SSN, gender and/or historical zip code data) on Customer’s behalf using nationwide credit reporting agencies (“Consumer Identifier Lookup”) prior to querying a Nationwide Data Network.d.   Query Consumers on SettLiT’s Premium Data Networks, including but not limited to (a) Payer Medical Claims Network and (b) Prescription Drug Network(each a “Premium Data Network”). Each query to a Premium Data Network requires a valid Patient Agreement signed by the Consumer or the Consumer designated representative and full Consumer demographic and identification data to be input to SettLit, including birthdate, full10-digit SSN, gender and up to 10-year historical zip codes.

e. Query Consumers on SettLiT’s Base Data Networks, including(a) EHR Consumer Portals and (b) Payer Consumer Portals (each a “Base Data Network”). Each Base Data Network has their own requirements on valid Consumer authentication and authorization, which Customer acknowledges must be fulfilled by the Consumer prior to querying such Base Data Networks.

f. Viewdata extractions and summaries in SettLit portal via data visualizers, tables and stylesheets.


3.    PLATFORM FEES AND VOLUME CONSUMPTION

3.1    Fees. The fees payable by Customer for this Agreement shall be stipulated in the applicable Order Form. Fees include, without limitation, (i) fees for Subscription Services summed over their respective Terms of Subscription, (ii) fees for Professional Services, and (iii) any fees associated with overage Services provided to the Customer that need to be tallied and billed after the applicable period of Service.

3.2    Volume consumption. Volume consumption for queries to Premium Data Network and Base Data Network shall be calculated on the basis of “Successful Patient Match”, which means the Consumer’s identifiers provided in Customer’s query (or found via the Consumer Identifier Lookup service) has matched one-to-one with a patient entity within the selected Premium Data Network or BaseData Network. For clarity, queries that do not return a Successful Patient Match do not count towards usage limits in this Agreement. Once Customer reaches its limit of volume consumption for a given billing period as stipulated in the applicable Order Form, any additional consumption shall be billed at the Overage Rate on the order form until the end of that billing period.

3.3    Volume Expiry. The Volumes of consumption stated for each Service on the Order Form shall only be available to Customer during the period(s)specified and never past the End Date specified on each Service; For greater clarity, there shall be no carry-over of unused Volumes from one period to the next and Customer shall forfeit any unused Volumes as of the End Date of the Service without any pro-rating or refund of Fees.


4.    REPRESENTATIONS AND WARRANTIES

In connection with Customer’s receipt and use of the Services, Customer represents and warrants:

a. Customer has secured legally sufficient Consent and authority, consistent with applicable law including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (‘‘HITECH Act’’), and any applicable state law, to authorize and direct SettLit to seek Consumer Information from healthcare plans, insurers, health care clearinghouses, health care providers, data aggregators, and other entities who possess information about a Consumer. Without limiting the foregoing, Customer represents and warrants that it shall not use any information received pursuant to this Agreement to determine an individual’s eligibility for credit, insurance, employment, housing, a license or other benefit granted by a government agency or for any other permitted purpose, as that term is defined in § 604(a) of the FCRA.;

b. Customer shall submit to SettLiT a true and complete copy of a SettLiT Patient Agreement for every Consumer they use the services. The SettLiT Patient Agreement requires either (i) the active informed signature of the subject Consumer (Customer's client) or; (ii) the Consumer's signature submitted by the Customer who has previously obtained a Power of Attorney for the purposes of medical record or medical data collection OR a signature use agreement applicable to the authorizing Consumer. Customer shall promptly (i) notify SettLiT in writing of any changes to its Consent procedures made during the term of this Agreement, and (ii) provide SettLiT with a copy of all such revised forms,  agreements or procedures, and (iii) obtain SettLiT's prior approval before its continued use of the SettLiT services.

c. Customer will retain documentation of all Authorizations obtained or used by Customer with respect to receiving PI and PHI pursuant to the Agreement and documentation of all Authorized Requests and the basis for allowing access to PI and PHI pursuant to such Authorized Requests, for at least six (6) years from the date the Authorization was last in effect. Customer will provide documentation required to be retained pursuant to this section to SettLiT and Custodians promptly upon request, but no later than two (2) business days after the request. Customer will provide all of the above in compliance with HIPAA and applicable law;

d. Customer will immediately notify SettLiT in the event a Consumer withdraws such Consent;

e. Customer has verified each Consumer’s identity in a manner compliant with NIST Identity Assurance Level 2 or 3, as described in NIST Special Publication 800-63A, Digital Identity Guidelines, Enrollment and Identity Proofing;

f. Customer will at all times comply with all Applicable Laws in the provision of the Services to Consumers. Customer further warrants and represents that it will provide SettLit with all reasonable assistance in complying with all applicable laws;

g. In the event that SettLiT is subject to an audit of any sort related to this Agreement and requires Customer’s cooperation to comply with the terms of the audit, upon receiving notification from SettLiT, Customer agrees that it will promptly provide reasonable assistance for SettLiT to timely fulfill its audit obligations;

h. SettLiT and Custodians shall each have the right to audit Customer at any reasonable time, upon reasonable notice, to confirm Customer's compliance with this Agreement, during the duration of this Agreement and for the duration of Customer's obligation to retain the Consent pursuant to this Agreement (regardless of any termination of this Agreement). Customer will participate in and cooperate with SettLiT and Custodian in performing the Audit Process described at this link: https://settlit.legal/audit. If Customer does not return 100% of the required Consents in previously approved form and within the time required, Customer will be considered for immediate suspension or termination by SettLiT. SettLiT and Custodians may, on an ad hoc basis, request specific Consents from Customer, and Customer will provide copies of these requested Consents within one (1) business day(s);

i. Customer agrees that Settlit and Custodians shall each have the right to audit Customer at any reasonable time, upon reasonable notice, to confirm Customer's compliance with this Agreement, during the duration of this Agreement and for the duration of Customer's obligation to retain Consent pursuant to this Agreement (regardless of any termination of this Agreement). Customer will participate in and cooperate with SettLiT and Custodians in performing the Audit Process as described at this link: https://settlit.legal/audit. If Customer does not return 100% of the required Consents in previously approved form and within the time required, Customer will be considered for immediate suspension or termination by SettLiT. SettLiT and Custodians may, on an ad hoc basis, request specific Consents from Customer, and Customer will provide copies of these requested Consents within one (1) business day(s).

j. Customers represents and warrants it will only request SettLiT to access PI and PHI pursuant to Authorized Requests and in compliance with the terms of this agreement, will not request PI or PHI of any Consumer who has not granted Consent, and will not request SettLiT to query pursuant to a Consent that has been revoked or terminated.

k. Customer shall preserve the confidentiality and electronic security of the PI and PHI accessed through SettLiT, consistent with applicable law.  If Customer becomes aware of any instance in which PI or PHI accessed is received without a Consent or improperly used, disclosed or the confidentiality of such PI and PHI is otherwise breached, Customer shall immediately notify SettLiT at the specified contact via email at: privacy@medchart.com ATTN: Juliana Doxey, Chief Privacy Officer, Medchart, Inc. 215 S. Denton Tap Rd. Suite 290, Coppell, TX, 75019, USA

l. Customer agrees to adopt appropriate policies for the protection and handling of PI and PHI and proper accessing of PHI pursuant to this Agreement and train its personnel on such policies. Customer shall limit access to PI and PHI obtained under this Agreement to those Customer personnel who are required to have access to PHI in the course of Customer's business, who have been trained, who have been informed of the confidential nature of the PI and PHI and who have agreed to keep such information confidential.


5.    SERVICE LEVEL AND SUPPORT

5.1    Uptime Commitment. SettLiT uses commercially reasonable efforts designed to ensure that the Services achieves a monthly uptime of 99.5% of the time during each calendar month during the Term except for periods of scheduled downtime for routine maintenance and service (the “Uptime Commitment”).Scheduled maintenance shall not exceed eight (8) hours per month and SettLiT will make good faith efforts to schedule maintenance weekdays during the hours of 9pm - 5am EST or on weekends. Any period during which the Services is not reasonably available to Customer that falls below the Uptime Commitment will be considered “Downtime” except as specifically described herein.  The Uptime Commitment does not apply if Customer cannot access or utilize the Services because of (a) any latency or downtime due to  Customer’s acts or omissions or resulting from the their own Internet Service Provider, (b) acts of unauthorized third parties, (c) scheduled maintenance, (d) third party acts or omissions over which SettLiT has no control, (e) a force majeure event(including, without limitation, a distributed denial of service (DDoS) attack);(f) any systemic Internet failures; or (g) any failure or deficiency in the Customer’s own hardware, software or network connection.

5.2    Downtime. Downtime shall begin to accrue as soon as Customer (with notice to SettLiT) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify SettLiT in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.  Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Fees attributable to the Services in any one (1) calendar month in any event.  SettLiT will only apply a credit to the month in which the incident occurred. SettLiT’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be downtime for which Customer will be entitled to a credit hereunder.

5.3    Technical Support. SettLiT will provide Technical Support to Customer on weekdays during the hours of 9:00am through 5:00 pm Eastern time, with the exclusion of United States Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket by emailing support@settlit.legal. SettLiT will use commercially reasonable efforts to respond to all helpdesk tickets within two (2) business days.


6.    TERM AND TERMINATION

6.1    Term of Agreement. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the latest End Date stipulated by the Order Form.

6.2   Term of Subscriptions and Renewals. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, and subject to an expiring subscription not being designated as a trial, promotional or one-time, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter) (“Renewal Term”), unless either Party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term.

6.3    Termination. Either Party may terminate this Agreement for cause (i) immediately on written notice to the other Party if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; (ii) effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6.4    Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Customer under this Agreement will also terminate and Customer must cease using, destroy, and permanently erase all copies of the API and SettLiT Marks from all devices and systems Customer directly or indirectly controls. Following any termination or expiration, SettLiT has no obligation to maintain Customer data or Consumer Information in SettLiT systems.

6.5    Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. For greater clarity all sections of this Agreement relating to records, audits, consent, indemnification or limitations of liability shall survive termination or expiration of this Agreement.


7.    DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND SETTLIT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SETTLIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SETTLIT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER'S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.


8.     LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SETTLIT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES, FOR (a) ANY LOST REVENUES OR LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED UNITED STATES DOLLARS EVEN IF SETTLIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR SETTLIT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 30 DAYS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.


9.     DEFENSE AND INDEMNITY

Customer agrees to indemnify, defend, and hold harmless SettLiT, Custodians, and SettLiT's officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, government investigations or enforcement actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) Customer’s use or misuse of the Services and/or any services accessed through the Platform, (b) Customer’s breach of this Agreement, or (c) in connection with any third-party claim or legal proceeding (including action by a government authority) to the extent arising from Customer’s breach of any representation or warranty, negligence, willful misconduct, fraud, misrepresentation, violation of applicable laws, or provision of IP for use in connection with this Agreement in violation any third party’s Intellectual Property Rights. In the event SettLiT seeks indemnification or defense from Customer under this provision, SettLiT will promptly notify Customer in writing of the claim(s) brought against it for which it seeks indemnification or defense. SettLiT reserves the right, at SettLiT’s option and in SettLiT's sole discretion, to assume full control of the defense of claims with legal counsel of SettLiT’s choice. Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by SettLiT or bind SettLiT in any manner, without SettLiT’s prior written consent. In the event SettLiT assumes control of the defense of such claim, SettLiT will not settle any such claim requiring payment from Customer without Customer's prior written approval.


10.    GENERAL

10.1    Notices.All notices will be in English, in writing, and addressed to the other party’s primary contact. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
    Notice for SettLiT: Address: 215 South Denton Tap Rd., Ste 290, Coppell, TX, 75019. Email:support@settlit.legal.
    Notice for Customer: As stated on Order Form.

10.2    Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.

10.3    No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party.

10.4    Relationship of Parties.  Customer and SettLiT are independent contracting entities. Nothing in the Agreement shall be construed to create a general or limited partnership, an agency relationship or jointventure between SettLiT and Customer. Neither SettLiT nor Customer shall have any authority to bind or make commitments on behalf of any other Party.

10.5    No Waiver. No provision of the Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

10.6    Amendments. Any amendment must be in writing,signed by both parties, and expressly state that it is amending this Agreement.

10.7    Entire Agreement. Except for this Agreement and the agreements, terms, and policies referenced herein, there are no other written or oral understandings or promises between the Parties with respect to the subject matter of the Agreement that supersede this Agreement. All modifications or amendments to any part of this Agreement shall bein writing and signed by all Parties.

10.8    Assignment. Other than to an affiliate, neither Party may assign or transfer its rights or obligations under this Agreement without the written consent of the other party, and any attempt to do so is void.

10.9    Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

10.10    Governing Law. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE GOVERNED BY DELAWARE LAW, EXCLUDING DELAWARE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DELAWARE. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. THIS SECTION (GOVERNING LAW) IS NOT INTENDED TO CREATE ANY DELAWARE STATUTORY OR COMMON LAW RIGHTS FOR ANY PERSONNEL WORKING OUTSIDE OF DELAWARE.

11. LOGO USAGE GRANT AND REMOVAL

The Customer hereby grants SettLiT a non-exclusive, royalty-free, worldwide license to use the Logos solely for promoting, advertising, and displaying the Customer's products/services on the SettLiT's website and marketing materials. SettLiT may reproduce, modify, and publicly display the Logos for this purpose. SettLiT agrees to use the Logos in a manner reflecting positively on the Customer's brand and in compliance with applicable laws and regulations. The Logos remain the exclusive property of the Customer, and this Agreement does not transfer any ownership rights to SettLiT.

The Customer may request the removal of their logo from SettLiT's website and marketing material at any time without terminating this Agreement. Upon receiving such a request, SettLiT will remove the Customer's logo from its website and materials with 10 business days.

Upon termination of this Agreement, SettLiT will cease all use of the Logos. SettLiT will indemnify and hold the Customer harmless from any claims arising out of SettLiT's use of the Logos.

12. ADDITIONAL TERMS AND CONDITIONS

This agreement, and the performance of each party hereunder, are governed by the following additional terms and conditions:

a. Appendix A, which is attached hereto and incorporated by reference herein; The SettLiT Terms of Use, available at: https://www.settlit.legal/terms, as modified from time to time in accordance with its terms;
b. The SettLiT B2B Terms of Use available at: https://www.settlit.legal/b2b-tou, as modified from time to time in accordance with its terms; and
c. The SettLiT Privacy Policy, available at: https://www.settlit.legal/privacy-policy, as modified from time to time in accordance with its terms.

13. ACCURACY AND OWNERSHIP OF PERSONAL INFORMATION AND PERSONAL HEALTH INFORMATION

SettLiT warrants that, to its knowledge, all PI and PHI provided to Customer under the terms of this Agreement is consistent with the PHI available from Custodians. SettLiT shall not be responsible for any innaccuraiecs in the data provided to it. Nothing in this Agreement shall be interpreted to require SettLiT to provide or access PHI which SettLiT or Custodians are legally prohibited from releasing or which is contractually or otherwise unavailable to SettLiT.  Nothing in this Agreement shall grant or provide Customer any ownership or interest in the PI and PHI provided under this Agreement, beyond the right to use as specified herein and as permitted by applicable law or regulation.

14. INTEREST ON OVERDUE PAYMENTS

In the event that any payment under this Agreement is not made when due, the owing party shall pay interest on the amount of such overdue payment. Any overdue balances shall carry an interest charge of one percent (1%) compounded monthly until paid in full. Interest accrued under this clause must be paid together with the overdue amount. The owing party will be notified in writing of any overdue payment and the accruing interest. The notice shall specify the overdue amount, the applicable interest rate, and the total amount owed as of the date of the notice.

15. PASS-THROUGH FEES

15.1 Definition of Pass-Through Fees. For the purpose of this Agreement, "Pass-Through Fees" shall refer to any third-party costs, expenses, or fees that are incurred by Medchart US Inc in the course of providing the agreed-upon services to Customer. These may include, but are not limited to, data source access fees, taxes, and subcontractor expenses.

15.2 Agreement to Pay Pass-Through Fees. Customer agrees to pay all Pass-Through Fees that are necessarily incurred by Medchart US Inc in the performance of the services outlined in this Agreement.

15. 3 Payment Terms for Pass-Through Fees. Payment of approved Pass-Through Fees by Customer shall be made directly to Medchart US Inc within fifteen (15) days of receipt of an invoice for such fees. Late payment of Pass-Through Fees may be subject to interest or late fees as outlined in the Payment Terms section of this Agreement.

15.4 Dispute of Pass-Through Fees. In the event that Customer disputes any of the Pass-Through Fees invoiced by Medchart US Inc, Customer] must notify Medchart US Inc in writing within five (5) days of receipt of the invoice. The parties agree to work in good faith to resolve any such disputes promptly.

15.5 Limitations on Pass-Through Fees. Medchart US Inc agrees that all Pass-Through Fees shall be reasonable and necessary for the performance of the services under this Agreement.

16. UPDATES TO THIS AGREEMENT

We work to constantly improve our service delivery, quality of sources, and number of sources of data available to Customers. As a result, we may need to update the terms of this agreement from time to time to accurately reflect our services and practices, to ensure compliance with applicable laws, and to ensure an optimal experience. We will notify Customers when we make changes to this agreement. Once the updated agreement has been sent to Customer you will be bound by them if you continue to use our Products.

This Agreement was last updated on January 30, 2023.quality of sources, and number of sources of data available to Customers. As a result, we may need to update the terms of this agreement from time to time to accurately reflect our services and practices, to ensure compliance with applicable laws, and to ensure an optimal experience. We will notify Customers when we make changes to this agreement. Once the updated agreement has been sent to Customer you will be bound by them if you continue to use our Products.

This Agreement was last updated on January 30, 2023.