Terms and Conditions

1. Recitals.

• 1.1. Maven Clinic Co., together with its subsidiaries and affiliates (including DCW Providers P.L.L.C (the “Provider Group”) and Maven Clinic Administrators, a third-party administrator, collectively referred to herein as “Maven”) desires to provide services to the entity or person identified as the customer in the applicable Order Form (“Customer”) which consist of technology, support, administrative and operational resources to connect Participants with Provider Group and certain health and wellness Care Providers;
• 1.2. Customer desires to offer the Program (as defined below) to the Eligible Beneficiaries; and
• 1.3. Pursuant to the terms of these Terms & Conditions (the “Agreement”), Maven and Provider Group desire to make available the Program to the Eligible Beneficiaries and provide the Program to Participants.
• 1.4. In exchange for the promises made hereunder and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

2. The Program. The Maven program (“Program”) includes one (1) or more product lines in the product description document attached hereto as Appendix A (each, a “Product Line”). Upon enrollment in certain Product Lines, Maven shall provide to Participants (as defined below) the following as applicable based on the selected Product Lines: (a) access to health Care Providers, consultants, and professionals, including physicians, nurse practitioners, primary care providers, midwives, physical therapists, nutritionists, mental health counselors, lactation consultants, coaches, and doulas that are employed or contracted by Provider Group, to connect with Participants virtually (collectively, “Care Providers”) for coaching, education, wellness consultation, and other health services via secure video conferencing or messaging (each virtual consult, a “Remote Consultation”), (b) access to breast milk shipping services, (c) support Participant reimbursement for eligible expenses pursuant to Customer’s applicable employee benefit plan, and (d) for Customers that enable clinically-led care as part of Customer’s approved plan design, access to certain prescription services, diagnostic labs, and other clinical services (collectively, “Clinically-Led Care Services”) as deemed appropriate by a licensed clinician based on their clinical discretion. Care Providers participate in the Program pursuant to the particular licensed or certified function identified for such Care Providers on the Maven website or mobile app, and pursuant to separate agreements between Care Providers and Provider Group and/or Care Providers and Maven. Maven shall make the Program available to Customer’s employees and/or their dependents deemed eligible by Customer in its sole discretion (collectively, “Eligible Beneficiaries”).

3. Participant Data. Participant Data is governed exclusively by the Participant Terms. Customer acknowledges that Customer’s access to Participant Data is restricted in accordance with applicable law. “Participant Data” means all information collected by Maven or Provider Group directly or indirectly from the Participant, their device, or through other interactions with the Participant. Information provided by Customer to Maven in the form of the Eligibility File (as defined below) shall be considered “Customer Data” and remains the property of Customer. Customer Data does not include Participant Data, and Customer has no right to access Participant Data under this Agreement except as permitted under applicable law and explicitly agreed to in writing by the Parties.

4. Obligations of Parties

• 4.1. Provider Group Obligations. Provider Group acknowledges and agrees that all Clinically-Led Care Services associated with the Remote Consultations shall be:
  • 4.1.1. Provided by Care Providers who are properly trained and experienced in the provision of such services via Remote Consultation;
  • 4.1.2. Provided upon the request of Participants in accordance with the schedule and response times identified by the Care Provider(s), as applicable; and
  • 4.1.3. Made available using the Platform.
• 4.2. Maven Rights and Obligations. Maven acknowledges and agrees to the following obligations:
  • 4.2.1. Access to Platform. Maven shall provide the Participants (a) with access to Maven’s technology, websites, mobile applications, and software and content provided in connection with this Agreement (collectively, the “Platform”) and (b) maintain and support such Platform for the provision of Remote Consultations by the Care Providers. The foregoing, together with all other services, features, and functionality provided by Maven to Customer or Participants under this Agreement, including the Program and Remote Consultations, are collectively referred to as the “Services” Maven’s provision of the Services is subject to the following restrictions:
    • 4.2.1.1. Each Eligible Beneficiary completes an onboarding questionnaire as determined by Provider Group, Maven, or a Care Provider in order to be accepted into the Program and/or receive certain services;
    • 4.2.1.2. Each Eligible Beneficiary must become a Participant by creating an account on Maven’s Platform and agreeing to Maven’s Terms of Use and Privacy Policy including any additional terms, such as an informed consent, depending on the nature of the Services in scope and in Maven’s discretion (“Participant Terms”); and
    • 4.2.1.3. Customer complies with the terms of this Agreement.
  • 4.2.2. Participant Terms. The Participant Terms solely govern the relationship between Maven and the Participants including the Participants use of the Platform and Maven’s Services. Maven may update the Participant Terms at any time within its sole discretion.
  • 4.2.3. Updates and Modifications. Maven may modify, enhance, adapt, discontinue, or change the Services (including any features or functionalities) for any purpose in its sole discretion (“Updates”). Maven will provide reasonable advance notice of any Updates that constitute material changes that reduce the scope of the Services, in Maven’s reasonable discretion.
  • 4.2.4. Reports. Maven shall provide reports of Participant’s aggregated utilization periodically in Maven’s standardized format.
  • 4.2.5. Eligible Beneficiary Communications. As part of the Services, Maven will, subject to applicable data protection and marketing laws in Eligible Beneficiaries’ applicable jurisdictions, communicate directly with Eligible Beneficiaries via email, SMS text messaging, push notifications, in-app messaging, physical mail, telephonic outreach, and other communications for purposes including providing information about the Program, facilitating onboarding and enrollment, delivering educational content and program updates, sending care reminders and notifications, conducting surveys and program evaluation activities, and sharing general Maven platform communications.
  • 4.2.6. Wallet Reimbursement & Wallet Invoices. This Section 4.2.6 applies only if Customer’s Order Form includes Wallet. Customer understands, acknowledges, and agrees that any Eligible Beneficiary included in the Eligibility File will be considered eligible for Wallet reimbursements.
    • 4.2.6.1. Maven will: (a) collect expense reimbursement information from Wallet-enrolled Participants using its online platform, (b) review expense reimbursement requests received from Wallet-enrolled Participants against the applicable benefit plan rules confirmed by the Customer, and (c) defer to Customer for resolution of any questions or exception requests that arise which are not clearly determined by the applicable benefit plan rules. Each Wallet-enrolled Participant is responsible for timely submitting valid proofs of payment, itemized invoices for services, applicable bank account information, and/or any requested substantiation documentation to Maven and/or its designated agent.
    • 4.2.6.2. Maven will compile receipts and expenses provided by Wallet-enrolled Participants and prepare aggregated Wallet expense reports and invoices (“Wallet Invoices”), which it will send to Customer no less frequently than on a weekly basis for any week in which a Wallet-enrolled Participant submits a reimbursement request. Customer shall confirm which Wallet Invoice expenses are approved to be reimbursed and ensure that sufficient funds are available for Maven or its designated agent to process approved reimbursement payments via direct deposit, by Customer by payroll, or other mutually agreed method within three (3) business days of Customer’s receipt of a Wallet Invoice.
    • 4.2.6.3. Automatic Wallet ACH Processing. Notwithstanding Sections 4.2.6.2 and 4.3.3 of this Agreement, if Customer elects automatic Wallet ACH processing in the applicable Order Form or otherwise in writing (email is sufficient), Customer authorizes Maven and its designated agents to automatically initiate ACH transactions for Wallet reimbursement requests that Maven approves in accordance with the applicable benefit plan rules, eligibility information, program configuration, and other written instructions confirmed by Customer, in lieu of the approval process set forth in Sections 4.2.6.2 and 4.3.3. Maven will make the applicable Wallet Invoice available to Customer, and unless Customer notifies Maven of a disputed item within three (3) business days after Maven makes the report available, Customer will be deemed to have approved the report and instructed Maven to process the related ACH transactions.
    • 4.2.6.4. Customer Responsibility. Automatic Wallet ACH processing is performed at Customer’s direction and does not modify Customer’s obligations under this Agreement, including Sections 4.3.3, 4.3.3, 8, and 10.2. Customer remains solely responsible for its employee benefit plans, including plan design, administration, funding, eligibility, covered expenses, tax treatment, payroll reporting, fiduciary obligations, and legal compliance. Maven does not act as a plan sponsor, plan administrator, fiduciary, claims administrator, or discretionary decision-maker, and Maven’s Wallet services remain non-discretionary and ministerial. Customer acknowledges and agrees that Maven's ability to provide certain services under this Agreement may require Customer to provide certain corporate information to enable certain Wallet functionality and to support compliance with Maven's and Maven's banking partners' know-your-customer and anti-money laundering obligations. Customer shall provide such information promptly upon Maven's reasonable request.
    • 4.2.6.5. Funding; Errors; Suspension. Customer is responsible for maintaining sufficient funds and for all payments, overpayments, duplicate payments, payments to ineligible individuals, payments for ineligible expenses, ACH returns, reversals, chargebacks, bank fees, and unrecovered amounts arising from automatic Wallet ACH processing, except to the extent caused by Maven’s gross negligence, willful misconduct, or material breach of this Agreement. Maven may suspend or delay automatic processing if Maven reasonably identifies insufficient funds, suspected fraud, duplicate or erroneous transactions, data issues, payment processor requirements, or other payment, compliance, security, or operational risk.
    • 4.2.6.6. Onboarding Survey. Customer shall complete Maven’s Wallet onboarding survey to confirm the design of its applicable benefit plan(s), including but not limited to member enrollment eligibility requirements, eligible expense types that Participants can have reimbursed, and tax treatment. Customer shall promptly respond to any questions from Maven regarding clarification of applicable benefit plan rules.
    • 4.2.6.7. Customer will, at its discretion, either: A) remit Customer-provided reimbursement funds to the applicable Participant’s bank account within 5 business days of Customer approving the reimbursement with Maven’s assistance, provided that sufficient Customer funds have been made available for reimbursement and the applicable Participant has provided their bank account information; or B) provide a report of approved reimbursement amounts, type, and tax treatment to facilitate Customer’s direct reimbursement of the applicable Participant(s) via its payroll system.
    • 4.2.6.8. To the extent that Customer chooses to remit reimbursements directly to a Participant’s bank account with Maven’s assistance, Customer agrees to comply with the NACHA Operating Rules (the “Rules”), relating to the use of ACH payments. As is required by the Rules, Customer agrees: (1) to cooperate with Maven in the event of an audit requested by Maven’s financial technology partner related to Customer’s compliance with the Rules; and (2) to the extent that Maven determines that Customer is not materially compliant with the Rules, Maven may suspend or terminate Customer’s access to Maven Wallet with prior written notice.
    • 4.2.6.9. Customer’s obligations under this Attachment shall continue for a minimum of 90 days beyond the termination of the Agreement, to facilitate Maven’s provision of its administrative reimbursement services for Participants enrolled in Wallet prior to termination of the Agreement who wish to submit reimbursement requests for eligible expenses incurred prior to the termination of the Agreement.
    • 4.2.6.10. Customer is responsible for all amounts paid on behalf of its employees even in the event of fraud or Customer’s inability to collect amounts from their employees for ineligible expenses.
    • 4.2.6.11. Maven Card. This Section applies only if Customer elects to offer the Maven Card on the applicable Order Form. (a) Customer agrees to provide notice of termination or departure of eligible Customer employees and Wallet-enrolled Participants within one (1) business day of such termination to deactivate such Participant's Maven Card. If Customer does not notify Maven within the aforementioned timeline, Customer will be responsible for all costs incurred for subsequent Maven Card transactions made by the terminated employee; (b) All promotional and educational materials referencing the Maven Card, the bank issuing the Maven Card, or the Maven Card association/network must: (i) comply with all applicable laws and rules, (ii) be submitted to Maven for review to ensure compliance with such laws and rules, and (iii) not be distributed or otherwise used by Customer without Maven's prior consent; (c) In compliance with applicable laws and rules, Customer agrees that Maven and its contracted administrator may share required data with the bank issuing the Maven Card; (d) Maven will cooperate with Customer and law enforcement in recovering Maven Card transaction amounts reported as fraudulent transaction activity by Wallet-enrolled Participants, provided that Wallet-enrolled Participants comply with the cardholder agreement for the timely reporting of such fraudulent activity and Customer complies with Maven's policies and procedures for reporting such fraudulent transaction activity; and (e) Maven reserves the right to terminate use of the Maven Card, upon notice to Customer, if it is reasonably suspected or determined that the promotion thereof is not in compliance with applicable laws and rules.
  • 4.2.7. Maven Managed Benefit. This Section 4.2.7 applies only if Customer’s Order Form includes Maven Wallet or Maven Managed Benefit. Maven may provide certain Maven Wallet and Maven Managed Benefit services through an affiliated entity or designated agent.
    • 4.2.7.1. Maven shall provide Participants access to the network (“Maven Performance Network”) of healthcare providers (“Clinics”) that have contracted with Maven to provide access to pre-negotiated rates for specific IUI, IVF, egg freezing, or related services (“Covered Fertility Services”) rendered to Participants.
    • 4.2.7.2. Maven shall identify for Customer and Participants the Clinics participating in the Maven Performance Network, and may update the list of participating Clinics from time to time.
    • 4.2.7.3. Maven shall (a) provide Clinics access to Participant eligibility data, (b) communicate with Participants regarding their allocated financial responsibility for Covered Fertility Services in accordance with the terms of the applicable Customer health plan (if applicable), and (c) facilitate electronic transmission of invoices including a statement of the total amount due for the services (“Network Invoices”) to Customer, the applicable Customer health plan, or Customer’s Plan Administrator (as defined in the Employee Retirement Income Security Act of 1974, as amended (ERISA) § 3(16)(A)) for processing. Maven’s provision of information regarding the terms of the Customer health plan shall not constitute a coverage decision or other determination on behalf of the Customer or Plan Administrator.
    • 4.2.7.4. Maven shall provide Participants, as applicable, with navigation and care coordination services, including information about Clinic options and connections to one or more appropriate care providers.
    • 4.2.7.5. Maven shall provide Participants with access to Maven’s preferred network of third party fertility pharmacies (“Fertility Pharmacies”) and other ancillary providers (“Fertility Labs”), if applicable.
    • 4.2.7.6. Prior to the Launch Date, Customer shall complete Maven’s onboarding survey to confirm, as applicable, the design of its applicable benefit plan(s) and the Covered Fertility Services that may be provided by Clinics in the Maven Performance Network.
    • 4.2.7.7. Customer shall provide Maven an accurate, complete and up to date Eligibility File on a mutually agreed upon cadence, but at a minimum on a weekly basis. Customer understands, acknowledges, and agrees that Maven will rely on the designated fields in the Eligibility File to determine which Eligible Beneficiaries are eligible for Covered Fertility Services unless otherwise indicated by Customer in writing.
    • 4.2.7.8. Customer, through its designated Plan Administrator, is responsible for reviewing, processing, and paying (or denying) Network Invoices and any other payments that Customer is required to make. To the extent Customer, through its designated Plan Administrator delegates Maven as Claims Administrator of the Maven Managed Benefit program for Covered Fertility Services, or Maven, through its designated agent, provides any administrative or other services with respect to Customer’s employee benefit plan, (a) all such services shall be taken on behalf of Customer and at Customer’s specific direction, (b) Customer delegates Maven, through its designated agent, to administer requests for payment from its employee benefit plan in accordance with the terms of this Agreement.
    • 4.2.7.9. Customer acknowledges that Participant and Customer payments to Clinics, Fertility Pharmacies, Fertility Labs, and other applicable providers will be made via Maven’s designated third party financial services partner, who will collect and transfer such payments to the applicable providers. Customer acknowledges that Maven shall not be responsible for any Participant or Customer financial responsibility to such providers, or any other provider Participant elects to use.
    • 4.2.7.10. Customer, through its designated Plan Administrator, may adjust Participant responsibilities if permitted under the Customer health plan and applicable law.
    • 4.2.7.11. Customer’s obligations under this Section 4.2.7 shall continue for a minimum of ninety (90) days beyond the Term of the Agreement, to facilitate Customer’s or its Plan Administrator’s payment of Network Invoices for Covered Fertility Services incurred prior to termination of the Agreement.
• 4.3. Customer Obligations. Customer acknowledges and agrees to the following obligations.
  • 4.3.1. Program Communications. During the Term, Customer shall provide Eligible Beneficiaries with certain communications about the Program, provided that, the content and form of which shall be mutually approved and agreed in advance by Maven and Customer, such approvals shall not be unreasonably withheld, conditioned, or delayed (“Program Communications”). For clarity, nothing in the Agreement shall limit Maven’s right to communicate with Participants in accordance with the Participant Terms and Customer shall have no approval rights over such communications. At a minimum, Customer agrees: (a) to cooperate with Maven on a kick-off campaign within 30 days of the earliest Product Line’s Launch Date (as set forth in the Order Form) (the “Kick-Off Campaign”); (b) to provide Program Communications to Eligible Beneficiaries on at least a quarterly basis, such as by distributing and posting such information in high-visibility areas at Customer’s location(s) where its employees work and/or by uploading such information to Customer’s corporate intranet and/or distributing communications via email; and (c) to provide Program Communications to any Eligible Beneficiaries who notify Customer of their pregnancy directly or via their Leave of Absence provider. For opt-in jurisdictions, Customer warrants that all individuals listed in the Eligibility File have provided explicit consent to receive direct communications from Maven regarding the Program, or Customer will be responsible for initial program invitations until such consent is obtained. In the event incomplete or incorrect contact information is provided by Customer, Maven and Customer agree that Customer will assist Maven in efforts to correct contact information and enrich data as required by Maven to provide the Services. Maven shall not be liable for any errors, delays, or failures in providing the Program or communicating with Eligible Beneficiaries to the extent caused by inaccurate, incomplete, or untimely Eligibility File information provided by Customer.
  • 4.3.2. Prohibition on Third-Party Use. Customer shall not: (a) sell, resell, rent, lease, loan, sublicense, disseminate, assign, transfer, hypothecate, grant a security interest in or otherwise provide the Program, the Platform, or Confidential Information of Maven, Provider Group, or Care Providers to any third party (other than the Participants as applicable); (b) make the Program, the Platform, or Confidential Information of Maven, Provider Group, or Care Providers available for use by any third party (other than the Participants as applicable); or (c) use the Program, the Platform, or Confidential Information of Maven, Provider Group, or Care Providers for the benefit of any third party (other than the Participants, as applicable).
  • 4.3.3. Eligible Beneficiaries. Upon execution of this Agreement and thereafter on the first business day of each week during the Term, the Customer shall provide to Maven an updated list of Eligible Beneficiaries who are eligible to enroll in the Program. Each such list shall be in the form of a CSV file transmitted to Maven by or on behalf of Customer via an SFTP service and shall include, at a minimum, each Eligible Beneficiary’s date of birth, email address, phone number, physical address, and unique employee ID (each such list, an “Eligibility File”). Customer and Maven may mutually agree on an alternate Eligibility File format or delivery frequency. Customer warrants that Customer is authorized to provide Customer Data (including, but not limited to, the Eligibility File) to Maven and that Maven is authorized by Customer to use such Customer Data in accordance with this Agreement. In the event incomplete or incorrect Customer Data is provided by Customer, Customer will promptly provide corrected Customer Data to Maven. Customer is responsible to ensure that Customer Data (including, but not limited to, Eligibility Files) is true and accurate, and agrees that Maven does not determine whether an individual is an Eligible Beneficiary. Maven shall not be liable for any errors, delays, or failures in providing the Program or any component thereof to the extent caused by inaccurate, incomplete, or untimely Customer Data provided by Customer.
  • 4.3.4. Third Party Services. The Program and Platform may contain third party products, services, or content. Unless otherwise indicated, the Participant Terms applicable to the Program and Platform shall also apply to such third-party products and/or services.
  • 4.3.5. International Jurisdictions. If Customer desires for Maven to make the Program available to Eligible Beneficiaries and Participants in locations outside of the United States, Customer will indicate the Jurisdictions, as defined in Appendix C at the time of contracting. Following the Effective Date of the Agreement, Customer may request that Maven add additional Jurisdictions to the Agreement by providing Maven with sixty (60) days advance written notice (which may be provided by email to Customer’s customer success representative), and Maven will notify Customer of its willingness and ability to add such new Jurisdictions(s).
  • 4.3.6. Single Sign-On (SSO). If Customer uses SSO, Customer shall provide all necessary information for Maven to implement the SSO integration, including but not limited to authentication protocols and details about Customer’s identity provider. Customer will promptly notify Maven if there is a change to this information that may affect SSO performance or require changes by Maven to the configuration. Maven shall not be liable for any issues regarding access, authentication, or Platform performance resulting from Customer’s failure to provide accurate configuration information, maintain compatibility with the Platform, maintain an identity provider, or remedy performance issues of relevant systems controlled by Customer.

5. Intellectual Property.

• 5.1. Maven Intellectual Property. All materials developed, owned, designed, or derived by Maven, including the Platform and all corresponding content included on the Platform, or any of its employees, representatives, affiliates, and assignees, and any patents, copyrights, trademarks, service marks, trade secrets, trade names, trade secrets, or other intellectual property rights, any improvements thereto, and or derivative works thereof, including any feedback provided to Maven by Customer or its Participants (collectively, “Intellectual Property”) are the sole property and Confidential Information of Maven. Maven grants to Participants a limited, non-exclusive, revocable license to utilize certain of its Intellectual Property during the Term of this Agreement for the sole and exclusive purpose of utilizing the Platform in accordance with this Agreement. Any Intellectual Property resulting from work performed pursuant to this Agreement (“Maven Information and IP”) shall be deemed to be the Intellectual Property and Confidential Information of Maven, and shall be maintained and used consistent with the terms of this Agreement. Maven reserves all rights, including those not expressly granted in this Agreement. Except for the license granted in Section 5.2 of this Agreement, nothing in this Agreement creates any interest or right, express or implied, in the Maven Intellectual Property with respect to Customer.
• 5.2. Use of Name and Mark by Customer. Maven hereby grants to Customer the non-exclusive, non-transferable, limited license to use its corporate name (Maven Clinic Co.) and trademark-service mark (collectively the “Maven Marks”) in connection with the Program; provided that any and all such use shall be: (a) limited to the Term of this Agreement, unless earlier revoked by Maven, and thereafter removed from and discontinued in all forms of electronic, written, and oral communications; (b) limited to use only by Customer; (c) limited to communications with Eligible Beneficiaries and Participants, consistent with the terms of this Agreement; and (d) limited to use in one or more content and form that has been mutually approved by Maven and Customer pursuant to Section 4.3.1 hereof. For the avoidance of doubt, any other use by Customer or its employees, contactors, or other representatives of the Maven Marks is not permitted.
• 5.3. Marketing. During the Term, Customer grants to Maven a non-exclusive, non-transferable, limited license to use Customer’s name, trade names, brands and logos (“Customer Marks”), to publicly identify Customer as a customer of Maven, including on Maven’s website and in written materials, subject to Customer’s written trademark usage guidelines, as may be modified from time to time. Customer may publicly refer to Maven as a service provider of Customer, consistent with the license to Maven Marks granted under Section 5.2. The Parties may participate in additional marketing and referral activities as mutually agreed in writing. Consent to the use of Customer Marks may be withdrawn upon 30 days prior written notice; provided that withdrawal will not apply to materials already published or disseminated by Maven. Unless explicitly agreed in writing, Maven shall not be obligated to translate any marketing materials, program overviews, websites, applications, Platform, or other communications owned or provided by Maven.

6. Fees and Invoice Terms.

• 6.1. Fees. As consideration for Maven’s operation and support of the Program and for the Care Providers’ provision of services through the Program, Customer agrees to pay to Maven, the fees set forth in the Order Form which is attached hereto and incorporated herein by reference (collectively, the “Fees”). Invoices shall be electronically mailed to Customer at the billing email address set forth on the Order Form attached to this Agreement. Customers requiring a purchase order must submit their PO number to AR@mavenclinic.com prior to service commencement to avoid invoicing delays. Customer agrees to pay fees within 30 days (“Net 30 Day Term”) of the receipt of said invoice for services via ACH or electronic means.
• 6.2. Late Payments. If Customer fails to make any required payment within the Net 30 Day Term, Maven shall have the right to charge a 1% late payment fee per month on the outstanding balance.
• 6.3. Suspension and Termination. If Customer fails to make any required payment within 60 days of the date of Maven’s invoice and after receipt of email notification of late payment and a 15 day opportunity to cure, Maven shall have the right to terminate this Agreement and suspend or terminate Services. Maven, in its sole discretion, reserves the right to suspend Customer and/or Participant access to the Program, or any component thereof, if (a) payment obligations (by either Customer or Participant) are not paid in full in a timely manner, or (b) Customer fails to materially comply with any other obligation under this Agreement.
• 6.4. Taxes. All prices and fees set forth in the Agreement (including any Attachments) are net amounts to be received by Maven or Provider Group. Customer shall be responsible for any and all taxes and assessments that arise from this Agreement and related transactions, except for taxes based upon Maven or Provider Group’s net income. If Customer represents that it is a tax-exempt entity, it shall provide to Maven a copy of its tax exemption certificate or similar documentation substantiating its tax exemption prior to or immediately after the Effective Date.

7. Confidential Information

• 7.1. Confidential Information. The Parties may desire to disclose to each other materials concerning its business, including but not limited to information about products, business plans, technology, financial information, and other similar information which is confidential to the disclosing Party, and is marked “Confidential” or which a reasonable person would know constitutes confidential information (“Confidential Information”). Each Party will, with the same degree of care it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care, prevent the disclosure of the other Party’s Confidential Information to third parties during the Term and for 3 years after the termination or expiration of this Agreement. The receiving Party’s obligations shall not apply to information that: (i) is or later becomes part of the public domain through no fault of the receiving Party; (ii) is received from a third party having no obligations of confidentiality to the disclosing Party; or (iii) is independently developed by the receiving Party without the use of or reference to the disclosing Party’s Confidential Information.
• 7.2. Disclosure and Notification. If the receiving Party becomes legally compelled to disclose any Confidential Information, to the extent authorized by law, the Party legally compelled to make such disclosure shall notify the other prior to making such disclosure to allow the Party to assess whatever exclusions or exemptions may be available to it under such law or regulation, and any such legally compelled disclosure shall not constitute a breach of this Section 7.
• 7.3. Protection of Confidential Information. Unless otherwise permitted by this Agreement, the Business Associate Agreement, or as required by applicable law, the receiving Party may only disclose Confidential Information to employees, contractors or, other representatives who have a need to know in order to carry out the Agreement and who are subject to confidentiality obligations consistent with or more stringent that this Section. The receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the other Party’s Confidential Information and which are provided to the receiving Party under this Agreement. This Agreement, the Order Form, and all other attachments thereto are considered Confidential Information.

8. Representations and Warranties. Each Party hereby represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (c) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. In addition, Customer hereby represents and warrants that: (x) it shall only use the data received from Maven in accordance with this Agreement; (y) it owns or otherwise has sufficient right to grant Maven access to and use the Eligibility File in accordance with the terms of this Agreement; and (z) Customer will be solely responsible for the accuracy and completeness of the Eligibility File.

9. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY.

• 9.1. Disclaimer. MAVEN, PROVIDER GROUP, AND THEIR AFFILIATES (COLLECTIVELY, THE “PROVIDER PARTIES”) MAKE NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE PLATFORM, INFORMATION OR SERVICES PROVIDED HEREUNDER, EXCEPT AS EXPRESSLY SET FORTH HEREIN. THE PLATFORM, INFORMATION AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE PROVIDER PARTIES HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, ACCURACY OF INFORMATIONAL CONTENT AND SYSTEM INTEGRATION. THE PROVIDER PARTIES DO NOT WARRANT THAT THE OPERATION OF THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND NONE OF THE PROVIDER PARTIES ARE RESPONSIBLE FOR ANY THIRD-PARTY PRODUCTS OR SERVICES.
• 9.2. Limitations Regarding Platform and Services. Maven and Provider Group shall not be responsible for failure to provide Services as a result of conditions caused by Customer or Customer’s employees (including Participants), agents, affiliates, and representatives. Additionally, an interruption in Maven’s Services due to circumstances beyond the reasonable control of Maven, such as a failure of telecommunications or network systems not controlled by Maven, shall not be considered a breach, service outage or service deficiency for purposes of any remedy provided herein.
• 9.3. Exclusions of Remedies; Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY HEREUNDER SHALL (i) BE RESPONSIBLE FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES THAT ANOTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED, OR (ii) HAVE AN AGGREGATE LIABILITY FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT THAT EXCEEDS THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO MAVEN FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EARLIEST DATE ON WHICH THE EVENTS GIVING RISE TO THE LIABILITY OCCURRED. NOTWITHSTANDING THE FOREGOING, IF CUSTOMER SUFFERS DAMAGES CAUSED SOLELY BY AN UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA FROM MAVEN’S SERVERS, MAVEN’S MAXIMUM AND AGGREGATE LIABILITY FOR SUCH CLAIMS SHALL NOT EXCEED FIVE TIMES (5X) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO MAVEN FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EARLIEST DATE ON WHICH THE EVENTS GIVING RISE TO THE LIABILITY OCCURRED.
• THE FOREGOING LIMITATIONS SHALL NOT APPLY IN THE EVENT THAT MAVEN OR PROVIDER GROUP SUFFERS DAMAGES AS A RESULT OF CUSTOMER’S BREACH OF SECTION 4.3.2 (PROHIBITION ON THIRD PARTY USE), SECTION 5 (INTELLECTUAL PROPERTY), SECTION 6 (FEES AND INVOICE TERMS) OR SECTION 7 (CONFIDENTIAL INFORMATION) OF THE AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OR THE FORM OF ACTION (WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE) AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS LIMITATION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES HEREUNDER BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMITATION.
• 9.4. Limitations Regarding Maven Wallet and Maven Managed Benefit. This Section 9.4 applies only if Customer’s Order Form includes Maven Wallet or Maven Managed Benefit. Customer acknowledges and agrees that it is solely responsible for any communications to Participants about, as applicable, the Customer health plan or any other employer-sponsored benefit plans, including any communications necessary to inform Participants of payment processes or alternative claim submission procedures upon the termination of this Agreement. Maven may provide Customer with sample documents and forms related to administration of employer-sponsored benefit plans for which Maven provides related administrative services under this Agreement. Customer understands and acknowledges that it is Customer’s sole responsibility to ensure that all documents and forms, including any template or sample documents and forms provided to Customer by Maven, comply with Laws and regulations. Customer, as the fiduciary, plan sponsor, and plan administrator of its employee benefit plan(s), acknowledges that it is fully responsible, and Maven shall have no liability, for the establishment, design and administration of Customer’s employee benefit plan(s) and all tax compliance and payroll reporting associated with any such employee benefit plan(s). Customer understands, acknowledges and agrees that: (A) Maven is not a plan sponsor, plan administrator or fiduciary with respect to any Customer plan supported by Maven Wallet or Maven Managed Benefit; (B) Maven shall have no responsibility or liability with respect to any Customer plan supported by Maven Wallet or Maven Managed Benefit; and (C) to the extent that Maven provides any administrative or other services with respect to a Customer plan, (I) all such services shall be non-discretionary, ministerial services taken on behalf of Customer and at Customer’s specific direction, (II) Maven shall not take on any fiduciary or other obligations as a result of such services under the Employee Retirement Income Security Act of 1974, as amended (ERISA), or any other law, and (III) Customer shall remain solely responsible and liable for such services and any underlying obligations.

10. Indemnification.

• 10.1. Indemnification by Maven. Maven will defend, hold harmless, and indemnify Customer and Customer’s owners, employees, officers, managers and directors from and against all liability, demands, damages, costs or expenses (including reasonable attorney’s fees) (collectively, “Liabilities”) arising from any claim, action or proceeding, in each case brought by a third party (each, a “Claim”) to the extent such Claim arose as a direct result from grossly negligent acts or omissions or intentional misconduct by Maven, or any of its or their employees, except to the extent caused by the gross negligence or intentional misconduct of Customer.
• 10.2. Indemnification by Customer. Customer will defend, hold harmless and indemnify Maven and Provider Group and its and their owners, employees, officers, managers and directors from and against all Liabilities arising from any Claim to the extent such Claim: (a) arises as a direct result from grossly negligent acts or omissions or intentional misconduct by Customer or any of its employees; (b) arises out of or relates to any Customer employee benefit plan adopted by Customer and supported by Maven Wallet; or (c) arises out of or relates to any other Customer plan or policy supported by the Maven Managed Benefit, including, but not limited to, Liabilities that arise from any Customer decision, act or omission related to such plan, state or federal law, regulation, or judicial proceeding which may restrict or prohibit access to or the provision of certain counseling or medical care, including the provision of services or conduct in support of obtaining such counseling or medical care, except to the extent the Liability to be caused by the gross negligence or intentional misconduct of Maven or Provider Group.
• 10.3. Indemnification Procedure. An indemnitee that intends to claim indemnification under this Section 10 (“Indemnitee”) will promptly notify the indemnifying Party (“Indemnitor”) in writing of any Claim with respect to which such Indemnitee intends to claim indemnification, and the Indemnitor will have sole control of the defense and settlement of the Claim; provided that the Indemnitor will not enter into any settlement that admits the fault of such Indemnitee or otherwise materially adversely prejudices Indemnitee without such Indemnitee’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitee will have the right to participate, at its own expense, with counsel of its own choosing, in the defense or settlement of the Claim. The indemnification obligations under this Section 10 will not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor. The Indemnitee and its employees, at the Indemnitor’s request and expense, will provide information and reasonable assistance to Indemnitor and its legal representatives with respect to Claims.

11. Term and Termination.

• 11.1. Term. Unless otherwise stated in an applicable Order Form, the term of this Agreement will commence on the Effective Date and will expire on the third anniversary of the Launch Date as set forth in the Initial Order End Date (the “Initial Term”), unless earlier terminated in accordance with this Section 11. Thereafter, this Agreement will automatically renew on the applicable anniversary of the Launch Date for successive terms of one (1) year at the end of the then-current term (each, a “Renewal Term”) and, at Maven’s prevailing list prices at the time of renewal, unless a Party provides written notice of its desire to terminate at least 60 days prior to the expiration of the Initial Term or any Renewal Term (the Initial Term and any Renewal Terms, collectively referred to herein as the “Term”).
• 11.2. Termination of Agreement.
  • 11.2.1. Material Breach. Any Party may terminate the Agreement, if another Party commits a material breach of this Agreement, and such breach is not cured to the non-breaching Parties’ reasonable satisfaction within 30 days following written notice thereof.
  • 11.2.2. Bankruptcy. Any Party may terminate the Agreement, immediately upon written notice, if a Party files or is subject to any voluntary or involuntary bankruptcy, receivership, or assignment for the benefit of creditors or similar proceeding.
• 11.3. Paid in Full. Notwithstanding anything herein to the contrary, upon the effective date of the expiration or termination of this Agreement, Customer shall pay Maven all undisputed fees and charges which have been earned or incurred pursuant to this Agreement, through the effective date of such expiration or termination, and Customer agrees to pay such fees and charges within 30 days of the effective date of the expiration or termination of this Agreement.
• 11.4. Survival. Notwithstanding anything to the contrary that may be contained herein, upon the expiration or other termination of this Agreement the following sections shall survive and continue in full force and effect: Sections 3, 4, 5, 7, 9, 10, and 14 and such other obligations of the Parties which by their nature would be intended to be applicable following such termination.

12. Compliance.

• 12.1. Healthcare. The Parties enter into this Agreement with the intent of conducting their relationship and implementing the provisions hereof in full compliance with applicable law. Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence or otherwise induce or solicit any Party regarding referrals of business, or recommending the ordering of any items or services, of any kind whatsoever to another Party or any of its affiliates, or to any other person, or otherwise generate business between the Parties, or (ii) to interfere with a Participant’s right to choose a health care provider, or with a physician’s medical judgment regarding the ordering of any items or services.
• 12.2. Applicable Privacy and Security Laws. Maven and Provider Group will comply with all applicable laws related to privacy and security, including the implementation of reasonable and appropriate physical, administrative and technical safeguards to the privacy and availability of personal information collected hereunder. To the extent this personal information received from Customer constitutes Protected Health Information and Maven operates as Customer’s Business Associate (as both terms are defined under the Health Insurance Portability and Accountability Act of 1996), the Business Associate Agreement available at https://www.mavenclinic.com/lp/business-associate-agreement-mma will apply to that Protected Health Information and is hereby incorporated by reference into this Agreement. To the extent this personal information received from Customer constitutes Personal Data and Maven operates as Customer’s Processor (as both terms are defined under the EU’s General Data Protection Regulation and its UK equivalent) the Data Processing Addendum available at https://www.mavenclinic.com/lp/data-processing-agreement-mma shall apply to that Personal Data and is hereby incorporated by reference into this Agreement.. Each party hereby represents and warrants that, as of the Effective Date, it is operating in material compliance with all applicable laws related to this Agreement and the Services. Each party hereby undertakes and agrees that for the duration of the Term of this Agreement, it shall comply in all material respects with applicable laws as they relate to this Agreement and the Services.
• 12.3. Customer acknowledges and agrees that certain services provided by Maven on the platform or as part of the Program, including Maven Wallet and Maven Managed Benefit and the processing of reimbursement for eligible expenses related to certain counseling or medical care, if selected by Customer, may not be available to all Eligible Beneficiaries and/or Participants where the provision of such services are prohibited by applicable law. Maven reserves the right to immediately discontinue any of the services provided under this Agreement in the event Maven determines, in its sole and exclusive discretion, that the provision of such service(s) are prohibited by applicable law. In the event that Maven discontinues a service as a result of the events contemplated in the foregoing sentence, Maven agrees to give Customer reasonably prompt notice that such service(s) were or will be discontinued.

13. Use of Third Parties. Maven may use third-parties to provide the Platform and perform the Services and acknowledges that it remains liable for its third parties. Maven partners with third-party subcontractors that have executed appropriate Business Associate Agreements and Data Processing Agreements with Maven for any and all subcontractors that access PHI, and requires all such providers to process Participant information solely for the purpose of delivering services to Maven and its customers . In addition, Maven uses integrated third-party artificial intelligence technologies to support and enhance certain features of the Platform, including but not limited to support chat, meeting transcription, and summarization, and other administrative or user experience functions (“AI Features”) in accordance with applicable law. Maven may introduce, modify, or discontinue AI Features from time to time to improve or update the Program. Maven partners with third-party subcontractors that have executed appropriate Business Associate Agreements and Data Processing Agreements with Maven for any and all subcontractors that access PHI, and requires all such providers to process Participant information solely for the purpose of delivering services to Maven and its customers. Maven shall not use Customer Data to train any third-party AI models. AI Features are reviewed in accordance with Maven’s privacy and security requirements, including SOC2 Type II and HITRUST certification standards.

14. Insurance. Maven and Customer will hold insurance adequate to cover their obligations under this Agreement and in accordance with applicable law. Maven will purchase and maintain insurance, at Maven’s sole expense, including the following: “General Liability” insurance with limits of no less than $5,000,000 per occurrence and $5,000,000 general aggregate, “Professional Liability” insurance with limits of no less than $5,000,000 per occurrence and $5,000,000 general aggregate, “Workers Compensation and Employers’ Liability” insurance with limits of no less than $1,000,000 per occurrence and $1,000,000 general aggregate, and “Cyber Liability” insurance with limits of no less than $5,000,000 per occurrence and $5,000,000 general aggregate.

15. Miscellaneous

• 15.1. Assignment. Maven and Provider Group may assign this Agreement or any of its rights or obligations hereunder without the prior consent of the other Parties, provided, however, that any Party may, with notice to the other Parties, assign this Agreement and any or all of its rights and obligations hereunder to any of its affiliates or to any entity which acquires all or substantially all of a Party’s assets or stock pursuant to any merger, stock or asset transfer, consolidation, or other business combination. This Agreement shall be binding upon and inure to the benefit of both Parties and respective successors and assigns. Any assignment not in accordance with this Section 15.1 shall be null and void.
• 15.2. Notices. All notices or approvals required or permitted hereunder shall be in writing and shall be deemed to have been given upon: (i) confirmed transmission if sent by email to Maven at legal@mavenclinic.com and to Customer at the email listed in the Order Form (ii) receipt if sent by certified or registered mail, postage prepaid, return receipt requested to Maven at 160 Varick Street New York, NY 10003 and to Customer at the address provided on the Order Form; or (iii) delivery if sent by a courier service that confirms delivery in writing. In the event that a Party’s address (including e-mail address) changes after execution of this Agreement, notice of the new address shall be furnished in writing to the other Parties and a copy of such notification will be attached to the original of this Agreement.
• 15.3. Dispute Resolution.
  • 15.3.1. Informal Dispute Resolution. The Parties shall attempt, in good faith, to resolve any controversy, claim, or dispute arising out of or relating to this Agreement through good faith negotiations. If a disagreement arises that cannot be resolved through informational discussion, the aggrieved Party shall bring the issue to the other Party for resolution by sending a written demand (email is sufficient) with a description of the issue (“Dispute”). Any Dispute shall be referred promptly to the level of management of each Party authorized to resolve the dispute who will meet to discuss and seek to resolve the Dispute.
  • 15.3.2. Arbitration. If the Dispute is not resolved through the informal processes in the preceding paragraph, any Party may initiate arbitration proceedings by submitting the Dispute for binding arbitration to JAMS no later than one year from the date of the written demand. Disputes between the Parties will be resolved through arbitration in accordance with this Section 15.3.2. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in Section 15.1 and 15.2 of those rules. In any arbitration arising out of or related to this Agreement, the arbitrator(s) may not award any damages excluded in Section 10 of this Agreement. If a Party does not file for arbitration within one year after the date of the written demand, the Dispute will be waived. Arbitrations shall be conducted in New York, New York. The Parties waive any right to class arbitration and any and all claims to punitive, exemplary, or special damages pursuant to the arbitration of Disputes under this Section 15.3.2. The decision of the arbitrator shall be binding, and judgment on the arbitration award may be entered in any court having jurisdiction over such award. This Section survives the termination of this Agreement, and any Disputes arising after termination shall be resolved by binding arbitration pursuant to this Section.
• 15.4. Injunctive Relief. Notwithstanding the preceding section, Customer recognizes that irreparable injury may result to Maven and Provider Group in the event of Customer’s failure to comply with any of the terms of this Agreement, and that the full amount of the damages that would be incurred by Maven and Provider Group as a result of any such breach may be difficult to ascertain. Accordingly, Customer hereby agrees that, in the event of any such breach or threatened breach, Maven and Provider Group may be entitled to seek appropriate injunctive relief, in addition to other remedies and causes of action available to Maven and Provider Group, without the need to post bond or prove the inadequacy of monetary damages.
• 15.5. Governing Law. This Agreement shall be governed in accordance with and interpreted under the laws of the State of New York without giving effect to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is expressly excluded.
• 15.6. Change in Law. If any change in any applicable federal, state or local government laws, rules or regulations (each, a “Law” and, collectively, “Laws”) would render unlawful the conduct under this Agreement of any Party hereto or materially alter the ability of Maven to perform or provide the Program or Platform, then the Parties shall negotiate in good faith to restructure the business arrangement between the Parties to conform with the then existing Laws.
• 15.7. Modification. Maven expressly reserves the right to amend these Agreement from time to time upon reasonable notice to Customer (including without limitation via electronic notification or notification on the Maven Clinic website at www.mavenclinic.com). Customer agrees that it is Customer’s responsibility to review these Agreement periodically and to familiarize itself with any modifications. If Customer does not raise any objections to the changes within fifteen (15) days of receipt of notice, Customer’s continued use of the Platform or the Services will constitute acknowledgement of the modifications and agreement to abide by and be bound by the revised Agreement. Customer can review the most current version of the Agreement at any time at: https://www.mavenclinic.com/lp/terms-conditions-mma.
• 15.8. Relationship of the Parties. Maven, Provider Group, and Customer are, and shall at all times function as independent contractors under this Agreement. Maven and Provider Group are not employees, principals, agents, or partners of Customer, and Customer is not an employee, principal, agent, or partner of Maven or Provider Group. Except to the extent otherwise specifically contemplated herein, neither Maven nor Provider Group is authorized to assume or create any obligations or liabilities, express or implied, on behalf of or in the name of Customer, nor is Customer authorized to assume or create any obligations or liabilities, express or implied, on behalf of or in the name of Maven or Provider Group. The employees, agents, and representatives of a Party shall at all times be under the exclusive direction and control of such Party.
• 15.9. Severability; No Waiver. If any provision of this Agreement shall be deemed invalid or unenforceable, in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable and, insofar as possible, consistent with the original intent of the Parties. The failure of a Party to require performance of any obligations of any other Party hereunder shall not be deemed a waiver and shall not affect its right to enforce any provision of this Agreement at a subsequent time.
• 15.10. Third-Party Beneficiaries. No provisions of this Agreement are intended nor shall be interpreted to provide or create any third-party beneficiary rights or any other rights of any kind in any other person under this Agreement.
• 15.11. Construction; Headings. Titles and headings to sections in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. The terms “herein,” “hereof,” “hereunder” and similar expressions refer to this Agreement and not to any particular section or other portion hereof. Except as expressly provided otherwise, references herein to “days” are to calendar days. Any use of the term “including” in this Agreement shall be construed as if followed by the phrase “without limitation.”
• 15.12. Counterparts. This Agreement may be executed in one or more duplicate counterparts, each of which shall be deemed an original, but which collectively shall constitute one and the same instrument. An electronic copy or scanned copy of a signature of this Agreement shall have the same force and effect as an original ink signature.
• 15.13. Amendment. Except as set forth in Section 15.7, any term or provision of this Agreement may be amended or modified only by a writing signed by the Parties; provided, however, that Maven may change or amend the List of Attachments included on an Order Form by posting such changes to Maven’s website.
• 15.14. Force Majeure. If a Party fails to perform any of its obligations under this Agreement due to any cause beyond the reasonable control of such Party, including an act of God, act or omission of civil or military authorities of the state in which a Party is located, fire, strike, flood, riot, delay in transportation, pandemic, endemic, failure or diminishment of power or telecommunications or data networks or services, refusal of a license by a government agency, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities, such Party will not be deemed liable under this Agreement for failing to fulfill such obligations. For the avoidance of doubt, a Party’s obligation to make payments due under this Agreement shall not be excused by a force majeure event.
• 15.15. Entire Agreement. This Agreement, including all Exhibits, Order Forms, Appendices, Attachments, Schedules and Addendums hereto, all of which are incorporated herein by reference, constitutes the entire understanding and agreement of the Parties, whether written or oral, with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings among the Parties with respect to such subject matter. In the event of any conflict between the contract documents referenced in this Section 15.15, this Agreement shall control.