Services Agreement

Last Updated: 6/27/2025

This Client Services Agreement (this “Agreement”), effective as of the date on which you execute with Lassie an Order that incorporates this Agreement by reference (the “Effective Date”), is by and between Go Lassie, Inc., a Delaware corporation with offices located at 548 Market St PMB 17084, San Francisco CA 94104, United States (“Lassie”) and the entity on whose behalf the individual accepting this Agreement accepts this Agreement (“Client”). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. Client and Lassie may be referred to herein collectively as the “Parties” or individually as a “Party.” The Parties agree as follows:

1. Definitions.

   1. “Authorized User” means Client’s employees, consultants, contractors, agents or other business users: (i) who are authorized by Client to access and use the Platform under this Agreement; and (ii) for whom access to the Platform has been purchased hereunder.

   2. “BAA” means the Business Associate agreement entered into between the Parties, available at https://lassie.ai/terms/baa, which is hereby incorporated by reference.

   3. “Business Associate” has the meaning set forth in HIPAA.

   4. “Business Contact Data” means Personal Information that relates to Lassie’s relationship with Client, including, by way of example and without limitation, the names and contact information of Authorized Users and any other data Lassie collects for the purpose of managing its relationship with Client, identity verification, or as otherwise required by applicable laws, rules, or regulations.

   5. “Client Data” means documents, information, data, and other content, in any form or medium, that is submitted, posted, imported into, or otherwise transmitted by or on behalf of Client or an Authorized User through the Platform or in writing (including email), including Patient Data.

   6. “Covered Entity” has the meaning set forth in HIPAA.

   7. “Client-Side Software” means any software in source or object code form that Lassie makes available to Client for use in connection with the Platform.

   8. “De-Identified Data” means aggregated, anonymized datasets created using Client Data and other clients’ data, which are not specifically attributable to any individual client.

   9. “Designated Liaison” means the authorized representative that is the signatory to this Agreement as of the Effective Date, or which Client has otherwise designated in writing to Lassie as of the Effective Date.

   10. “Documentation” means Lassie’s end user documentation relating to the Platform and Platform pricing, as made available on the Lassie website from time to time.

   11. “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

   12. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, including all regulations promulgated thereunder.

   13. “Lassie IP” means the Platform, the Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, Lassie IP includes Business Contact Data and any information, data, or other content derived from Lassie’s provision of the Platform but does not include Client Data or Patient Data.

   14. “Order” means the results of registration for the Platform through Lassie’s online ordering process, which may include Subscription Period and Fees.

   15. “Patient” means an individual patient of any Practice for whom Client uses Platform to manage care, communicate with, or otherwise pass Patient Data through the Platform.

   16. “Patient Data” means all information, content, details, and records (which may include Personal Information or PHI) pertaining to Patients of a Practice, including but not limited to explanation of benefits summaries.

   17. “PHI” means Protected Health Information, as such term is defined in HIPAA.

   18. “Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy.

   19. “Platform” means Lassie’s proprietary, cloud-hosted software-as-a-service solution that automates posting of electronic explanations of benefits (EOBs) directly into the Practice’s practice-management system, facilitates enrollment and management of electronic funds transfer (EFT) and electronic remittance advice (ERA) services with payors, provides tools to review and validate patient ledgers in real time; and reconciles insurance remittances with corresponding deposits recorded in the Practice’s bank account.

   20. “Practice” means an office or offices of a dental practice covered by an Order, for which Client purchases Platform access.

   21. “Subscription Period” means the time period identified on the Order during which Client’s Authorized Users may access and use the Platform.

   22. “Third-Party Products” means any third-party products provided with, integrated with, or incorporated into the Platform, including but not limited to third party messaging applications.

   23. “Usage Data” means usage data collected and processed by Lassie in connection with Client’s use of the Platform, including without limitation metadata, activity logs, and data used to optimize and maintain performance of the Platform, and to investigate and prevent system abuse. For purposes of clarity Customer Data is not Usage Data and Usage Data does not contain Personal Information or any other Client Data.

   24. “Usage Limitations” means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), selected product or Platform modules or inclusions, or similar limitations agreed upon by the Parties.

2. Access and Use.

   1. Provision of Access. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement, Client may, solely through its Authorized Users, access and use the Platform during the Subscription Period on a non-exclusive, non-transferable (except in compliance with Section 13.9), and non-sublicensable basis. Such use is limited to Client’s internal business purposes and the features and functionalities specified in the Order, including any Usage Limitations. The foregoing includes a limited license for Client to install and use the Client-Side Software solely in support of Client’s authorized use of the Platform. Each Authorized User must have its own unique account on the Platform and Authorized Users may not share their account credentials (“Client Credentials”) with one another or any third party. Client will be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users’ accounts.

   2. Documentation License. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement, Lassie hereby grants to Client a non-exclusive, non-transferable (except in compliance with Section 13.9), and non-sublicensable license to use the Documentation during the Subscription Period solely for Client’s internal business purposes in connection with its use of the Platform.

   3. Use Restrictions. Client shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Lassie IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from any Lassie IP; (v) use any Lassie IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Lassie IP for purposes of competitive analysis of Lassie or the Platform, the development, provision, or use of a competing software service or product, or any other purpose that is to Lassie’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of valid Client Credentials; (viii) input, upload, transmit, or otherwise provide to or through the Platform any information or materials, including Client Data , that are unlawful or injurious or that infringe or otherwise violate any third party’s intellectual property or other rights, or that contain, transmit, or activate any Harmful Code; or (ix) use any Lassie IP for any activity where use or failure of the Lassie IP could lead to death, personal injury, or bodily harm, including in life support systems, or emergency services.

   4. Reservation of Rights. Lassie reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Lassie IP.

   5. Suspension. Notwithstanding anything to the contrary in this Agreement, Lassie may temporarily suspend Client’s and any Authorized User’s access to any portion or all of the Platform if: (i) Lassie reasonably determines that (a) there is a threat or attack on any of the Lassie IP; (b) Client’s or any Authorized User’s use of the Lassie IP disrupts or poses a security risk to the Lassie IP or to any other Client or vendor of Lassie; (c) Client, or any Authorized User, is using the Lassie IP for fraudulent or illegal activities (or Lassie has credible reason to suspect use of the Lassie IP for fraudulent or illegal activities); (d) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Lassie’s provision of the Platform to Client or any Authorized User is prohibited by applicable law; or (f) any Client Data submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User through the Platform may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Lassie has suspended or terminated Lassie’s access to or use of any Third-Party Products required to enable Client to access the Platform; or (iii) in accordance with Section 5.1 (any such suspension described in sub-clauses (i), (ii), or (iii), a “Service Suspension”). Lassie shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Platform following any Service Suspension. Lassie shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Lassie will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension.

   6. Business Contact Data and Usage Data; De-Identified Data. Notwithstanding anything to the contrary in this Agreement, Lassie may process Business Contact Data and Usage Data: (i) to manage the relationship with Client; (ii) to carry out Lassie’s core business operations, such as accounting, audits, tax preparation and for filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Platform, and to prevent harm to Lassie, Client, and Lassie’s other Clients; (iv) for identity verification purposes; and (v) to comply with applicable laws, rules, and regulations relating to the processing and retention of Personal Information to which Lassie is subject. As between the Parties, Lassie owns and retains all right, title, and interest in and to Usage Data, and may use it for any lawful purpose, including but not limited to Platform optimization, testing, and improvement. Additionally, Lassie may use De-Identified Data for any lawful purpose, including but not limited to Platform optimization, testing, and improvement.

   7. Billing and Collection Services. If indicated in the Order, Lassie will provide, on behalf of Client, for billing and collection of the charges made with respect to the dental services provided by Client (the “Dental Services”), with such collections to be deposited into Client’s designated bank account for reimbursement of the Dental Services. Client agrees to maintain all documents, opinions, diagnoses, recommendations, and other evidence and records necessary to support any submission of claims.

      1. To enable Lassie to perform its billing and collection responsibilities hereunder, if or as applicable, Client hereby irrevocably appoints Lassie as its true and lawful agent for such purposes. Lassie’s appointment as Client’s agent is limited to the term of this Agreement. Lassie shall have full power to (a) bill in Client’s name any person or entity who is obligated to pay for services rendered by the Client; (b) collect in the name of and on behalf of the Client, all charges, fees or other amounts resulting from or related to services rendered by the Client; (c) take possession of and endorse in the name of Client, for the purposes of depositing into Client’s bank account, any notes, checks, money orders, insurance payments, and any other documents received in payment; and (d) facilitate normal billing follow-up, including assignment for collection and arranging for such collection services and attorney services as Lassie deems necessary. It is, however, expressly understood that the extent to which Lassie will endeavor to collect such charges, the methods of collecting, the settling of disputes with respect to charges and the writing off of charges that may be or appear to be uncollectible shall at all times be in accordance with the applicable Client policies, implemented at the reasonable discretion of Lassie, and Lassie does not guarantee the extent to which any fees billed will be collected.
      2. Client shall determine, in its sole and absolute discretion, all charges for the Dental Services and provide a fee schedule with such charges as requested by Lassie. If Client adjusts its charges, Client shall immediately notify Lassie and provide an amended fee schedule. Client is solely responsible for ensuring the completeness, accuracy, and timeliness of all documentation with respect to the performance of Dental Services and otherwise complying with all applicable billing requirements with respect to submission of claims for any Dental Services.

3. Client Responsibilities.

   1. General. Client is responsible and liable for all uses of the Platform and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, any communications or messages transmitted to Patients or other third parties via the Platform, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall comply with all applicable laws in its provision of any Patient Data to Lassie hereunder (via the Platform or otherwise) and shall be solely responsible for providing any required notices and obtaining all necessary authorizations, consents (including any consents to record communications under applicable law), or other rights required to manage Patient Data (and any PHI contained therein) within the Platform. Without limitation, Client expressly represents warrants, and covenants that it is in compliance with, and all times during the Subscription Period shall comply with its obligations under HIPAA to the extent applicable.

   2. Client Data Restrictions and Limited License. Client may not upload to the Platform any Client Data it does not have sufficient rights to upload. Client hereby grants to Lassie a limited, non-exclusive, royalty-free, worldwide license to use and display the Client Data, and perform all acts with respect to the Client Data solely as may be necessary for Lassie to provide the Platform to Client and Authorized Users during the Subscription Period.

   3. Compliance with Laws. Client will ensure that its use and access to the Platform and any related services provided by Lassie hereunder will be in compliance with the terms of the Agreement, appliable federal and state laws and regulations, and other applicable rules, policies, procedures, or requirements of a Federal health care program (as defined at 42 § USC 1320a-7b(f) or other third party payors, including, without limitation, laws related to fraud, waste, and abuse, including the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b), the False Claims Act, 31 U.S.C. §§3729-3733, the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b, and state anti-kickback and fee-splitting laws. Without limiting the foregoing, Client will take all reasonable and necessary steps to permit Lassie to access Client’s electronic medical record or practice management systems and bank accounts as contemplated in this Agreement in compliance with applicable laws.

   4. Third-Party Products. Lassie may from time to time make Third-Party Products available to Client or Lassie may allow for certain Third-Party Products to be integrated with the Platform to allow for the transmission of Client Data or Patient Data from such Third-Party Products into the Platform, including but not limited solutions offered by our payment processors. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Lassie is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Client does not agree to abide by the applicable terms for any such Third-Party Products, then Client should not install or use such Third-Party Products. By authorizing Lassie to transmit Client Data from Third-Party Products into the Platform, Client represents and warrants to Lassie that it has all right, power, and authority to provide such authorization.

   5. Client Control and Responsibility. Client has and will retain sole responsibility for: (i) all Client Data (including all Patient Data contained therein), including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Platform, including data processing instructions with respect to Patient Data and complying with any age-related restrictions arising from any Client Data; (iii) Client's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party platforms or service providers ("Client Systems"); (iv) the security and use of Client's and its Authorized Users' Client Credentials; and (v) all access to and use of the Platform directly or indirectly by or through the Client Systems or its or its Authorized Users' Client Credentials, with or without Client's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

4. Support. During the Subscription Period, Lassie shall use commercially reasonable efforts to provide Client with basic customer support via Lassie’s standard support channels during its normal business hours.

5. Fees and Taxes.

   1. Fees. Client shall pay Lassie the fees (“Fees”) at the pricing and cadence identified in the Order or other referenced Documentation. Lassie reserves the right to change the specific date any Fees are collected in a given month at any time. Fees paid by Client are non-refundable, unless an Order expressly notes otherwise (e.g. onboarding fees ahead of kickoff calls). Client shall make all payments hereunder in US dollars by ACH, or credit or debit card payment. If Client makes payment by ACH, it agrees to complete an appropriate authorization form for the same upon execution of or during the process of completing an Order. If Client pays online via ACH, credit or debit card, Client agrees to be bound by the payment processor’s terms of service. Lassie currently uses Stripe, Inc. whose Services Agreement is available at https://stripe.com/us/legal, as its payments processor. Lassie reserves the right to charge Fees to a backup method of payment on file if the primary method of payment fails (e.g. Lassie may charge a Client’s credit card if there are insufficient funds for an ACH pull).

   2. Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Lassie’s income.

6. Confidential Information.

   1. Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information.

   2. Duty. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; (ii) where Lassie is the receiving party, to provide services hereunder ;or (iii) to establish a Party’s rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

   3. Return of Materials; Effects of Termination/Expiration. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and, upon written request, certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Data Security and Processing of Personal Information and PHI.

   1. Security Measures. Lassie will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data (including Personal Information and PHI exchanged as part of Patient Data and Business Contact Data) from unauthorized access, use, alteration, or disclosure.

   2. Processing of Personal Information. To the extent Client provides Personal Information to Lassie within Client Data, Lassie will act as a processor or service provider with respect to such information, while Client shall act as a controller, as each of those terms is defined under applicable law.

   3. Processing of PHI. To the extent Client or any Practice is a Covered Entity, and Lassie acts as a Business Associate in its provision of the Platform, the BAA https://lassie.ai/terms/baa shall govern the exchange of any PHI between the Parties.

8. Intellectual Property Ownership; Feedback.

   1. Lassie IP and Third-Party Products. Client acknowledges that, as between Client and Lassie, Lassie owns all right, title, and interest, including all intellectual property rights, in and to the Lassie IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

   2. Client Data. Lassie acknowledges that, as between Lassie and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data.

   3. Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to Lassie by mail, email, telephone, or otherwise, suggesting or recommending changes to the Lassie IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Lassie is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

9. Warranty Disclaimer. THE LASSIE IP IS PROVIDED “AS IS” AND LASSIE AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LASSIE 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. LASSIE MAKES NO WARRANTY OF ANY KIND THAT THE LASSIE IP, OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S, PRACTICES’, PATIENTS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. LASSIE WILL HAVE NO LIABILITY FOR DECISIONS BASED ON INFORMATION, METRICS, INSIGHTS OR DATA PROVIDED VIA THE PLATFORM, OR CLIENT’S USE THEREOF OR RELIANCE THEREON. LASSIE DOES NOT GUARANTEE THE EFFECTIVENESS OR SUITABILITY OF ITS PLATFORM FOR FILING ANY TYPE OF INSURANCE CLAIMS. CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING EXPLANATION OF BENEFIT SUMMARIES FOR ACCURACY, AND ANY CLAIMS PRIOR TO FILING OR SUBMITTING WITH ANY THIRD-PARTY INSURANCE COMPANY. LASSIE SHALL HAVE NO LIABILITY FOR THE CONTENTS OF ANY SUCH CLAIMS, OR ANY FINANCIAL OBLIGATIONS OF CLIENT RESULTING FROM THE SAME. THE LASSIE IP IS NOT INTENDED TO PROVIDE MEDICAL OR DENTAL ADVICE, AND LASSIE DISCLAIMS ALL LIABILITY FOR ANY MISUSE OF ITS PLATFORM FOR ANYTHING OTHER THAN ITS INTENDED PURPOSE.

10. Indemnification.

    1. Lassie Indemnification.

       1. Lassie shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Client resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) brought against Client alleging that the Platform, or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights.

       2. If such a claim is made or appears possible, Client agrees to permit Lassie, at Lassie’s sole discretion: to (i) modify or replace the Platform, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Client to continue use. If Lassie determines that neither alternative is reasonably commercially available, Lassie may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client.

       3. This Section 10.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Lassie or authorized by Lassie in writing; (ii) modifications to the Platform not made by Lassie; (iii) Client Data; or (iv) Third-Party Products.

    2. Client Indemnification. Client shall indemnify, hold harmless, and, at Lassie’s option, defend Lassie and its employees, contractors, officers, directors and agents, from and against any Losses resulting from any Third-Party Claim alleging that the Client Data, or any use of the Client Data (including any Patient Data) in accordance with this Agreement, infringes, misappropriates, or violates such third party’s intellectual property, proprietary, privacy, contractual or other rights (including any Third-Party Claims arising from infringing activity described in Section 10.1(c)(i)-(iv) and any Third-Party Claims based on Client’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Platform in a manner not authorized by this Agreement; (iii) any breach of the BAA or violation of applicable law; or (iv) gross negligence, willful misconduct, or fraud (including insurance fraud) in each case provided that Client may not settle any Third-Party Claim against Lassie unless Lassie consents to such settlement, and further provided that Lassie will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

    3. Sole Remedy. SECTION 10.1 SETS FORTH CLIENT’S SOLE REMEDIES AND LASSIE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Limitations of Liability. IN NO EVENT WILL LASSIE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH IT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LASSIE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO LASSIE BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING EVENT GIVING RISE TO THE CLAIM.

12. Subscription Period and Termination.

    1. Subscription Period. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect unless and until either Party terminates this Agreement as set forth herein (the “Subscription Period”).

    2. Termination. In addition to any other express termination right set forth in this Agreement:

       1. Client or Lassie may terminate this Agreement and any underlying Orders for any reason or no reason by providing the other Party with seven (7) days prior written notice.

       2. Lassie may terminate this Agreement (included any underlying Orders), effective on written notice to Client, if Client: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Lassie’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.3, Section 3.1 or Section 6;

       3. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or

       4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) 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; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) 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.

    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Client shall immediately discontinue use of the Lassie IP and, without limiting Client’s obligations under Section 6, Client shall delete, destroy, or return all copies of the Lassie IP and certify in writing to the Lassie that the Lassie IP has been deleted or destroyed. Prior to termination or expiration of this Agreement, Client shall make reasonable efforts to export all Patient Data it requires from the Platform, provided that Lassie shall allow Client to export all Patient Data for an additional thirty (30) days after the expiration or termination of the Subscription Period.. Lassie may retain a copy of Patient Data for so long as required to comply with its obligations under applicable law. No expiration or termination will affect Client’s obligation to pay all Fees that may have become due or incurred before such effective date of expiration or termination or entitle Client to any refund.

    4. Survival. This Section 12.4 and Sections, 6, 8, 11 and 13 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

13. Miscellaneous.

    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.

    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), via email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    4. Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    6. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California.

    7. Dispute Resolution. Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one Party hereunder to the other, must be finally settled by arbitration in San Francisco, California using the English language in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (formerly operating as, Judicial Arbitration and Mediation Services, Inc.) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator will be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) will have the authority to grant specific performance and to allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing Party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party will have the right to seek equitable relief from any court of competent jurisdiction. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the United States Federal Courts located San Francisco County, California.

    8. Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Lassie. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

    9. Export Regulation. The Platforms utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Client shall not, directly or indirectly, export, re-export, or release the Platform or the underlying software or technology to, or make the Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform or the underlying software or technology available outside the US.

    10. US Government Rights. Each of the Documentation and the software components that constitute the Platform is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to the Platform and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

    11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Client, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

    12. Designated Liaison. Client acknowledges and agrees that only the Designated Liaison or their designee is authorized to amend or modify this Agreement, any Order, or any other changes related to use of the Platform (including, without limitation, changes to EFT or ERA enrollment).

    13. Publicity. Lassie may identify Client as a user of the Platform and may use Client’s name, logo, and other trademarks in Lassie’s Client list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Client). Upon Lassie’s request, Client shall consider participating with Lassie in authoring and publishing a case study documenting its use of the Platform. Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party’s prior written approval.