MASTER SUBSCRIPTION AGREEMENT

THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF QUANTUM (“QUANTUM”) SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING QUANTUM SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

QUANTUM’s direct competitors are prohibited from accessing the Services, except with QUANTUM’s prior written consent.

This Agreement was last updated on November 1, 2021. It is effective between Customer and QUANTUM as of the date of Customer’s accepting this Agreement.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means QUANTUM services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information and/or materials obtained by QUANTUM from Customer, custom created on behalf of Customer for use in Services, acquired from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“Video Content” created by QUANTUM means the end product video and does not include or mean any raw footage or derivative works.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-QUANTUM Applications.

“Documentation” means the applicable Service’s online documentation and its usage guides, policies and Service Level Agreements, as updated from time to time, accessible via login to the applicable Service and/or by request from QUANTUM.

“Free Services” means Services that QUANTUM makes available to Customer free of charge (ie. Beta Services/features). Free Services exclude Services offered as Purchased Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“QUANTUM” means the QUANTUM company described in the “QUANTUM Contracting Entity, Notices, Governing Law, and Venue” section below, and by extension any related entities and contractors/sub-contractors.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and QUANTUM or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable), and made available online by QUANTUM, including associated QUANTUM offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-QUANTUM Applications.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by QUANTUM without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, QUANTUM at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. QUANTUM RESPONSIBILITIES

3. 1. Provision of Purchased Services. QUANTUM will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms, Service Level Agreement(s) and Documentation, (b) provide applicable QUANTUM standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which QUANTUM shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond QUANTUM’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving QUANTUM employees), Internet service provider failure or delay, Non-QUANTUM Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to QUANTUM’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
   2. Protection of Customer Data. QUANTUM will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon Termination of this agreement, QUANTUM will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
   3. QUANTUM Personnel. QUANTUM will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with QUANTUM’s obligations under this Agreement, except as otherwise specified in this Agreement.
   4. Beta Services. From time to time, QUANTUM may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms as disclosed at the time of release/use.
   5. Free Services. QUANTUM may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that QUANTUM, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that QUANTUM will not be liable to Customer or any third-party for such termination.

 

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY QUANTUM” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND QUANTUM SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE QUANTUM’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, QUANTUM AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO QUANTUM AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. USE OF SERVICES AND CONTENT

4. 1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by QUANTUM regarding future functionality or features. Subscriptions automatically renew subject to the section herein titled: Term of Purchase Subscriptions.
   2. Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, QUANTUM may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding QUANTUM’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon QUANTUM’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
   3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, including, but not limited to, compliance with PHI, and the interoperation of any Non-QUANTUM Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify QUANTUM promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and

(e) comply with terms of service of any Non-QUANTUM Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in QUANTUM’s judgment threatens the security, integrity or availability of QUANTUM’s services, may result in QUANTUM’s immediate suspension of the Services, however QUANTUM will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

4. Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-QUANTUM Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-QUANTUM Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of QUANTUM intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service,

(3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

5. Removal of Content and Non-QUANTUM Applications. If Customer receives notice that Content or a Non-QUANTUM Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in QUANTUM’s judgment continued violation is likely to reoccur, QUANTUM may disable the applicable Content, Service and/or Non- QUANTUM Application. If requested by QUANTUM, Customer shall confirm such deletion and discontinuance of use in writing and QUANTUM shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if QUANTUM is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, QUANTUM may discontinue Customer’s access to Content through the Services.

6. NON-QUANTUM PRODUCTS AND SERVICES

7. 1. Non-QUANTUM Products and Services. QUANTUM or third parties may make third-party products or services available, including, for example, Non-QUANTUM Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-QUANTUM provider, product or service is solely between Customer and the applicable Non-QUANTUM provider. QUANTUM does not warrant or support Non-QUANTUM Applications or other Non-QUANTUM products or services, whether or not they are designated by QUANTUM as “certified” or otherwise, unless expressly provided otherwise in an Order Form. QUANTUM is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-QUANTUM Application or its provider.
   2. Integration with Non-QUANTUM Applications. The Services may contain features designed to interoperate with Non-QUANTUM Applications. QUANTUM cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non- QUANTUM Application ceases to make the Non-QUANTUM Application available for interoperation with the corresponding Service features in a manner acceptable to QUANTUM.

8. FEES AND PAYMENT

9. 1. Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) Services/quantities purchased cannot be decreased during the relevant subscription term.
   2. Invoicing and Payment. Customer will provide QUANTUM with valid and updated ACH information, or alternative form of payment reasonably acceptable to QUANTUM. Customer authorizes QUANTUM to charge ACH payment account for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than ACH, QUANTUM will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due on the invoice date. Customer is responsible for providing complete and accurate billing and contact information to QUANTUM and notifying QUANTUM of any changes to such information.
   3. Overdue Charges. If any invoiced amount is not received by QUANTUM by the due date, then without limiting QUANTUM’s rights or remedies, (a) those charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) QUANTUM may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.  Invoices more than 15 days past due will accrue a late fee of 5%.
   4. Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized QUANTUM to charge to Customer’s ACH account), QUANTUM may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by ACH direct debit whose payment has been declined, QUANTUM will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
   5. Payment Disputes. QUANTUM will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith within 30 days of invoice due date and is cooperating diligently to resolve the dispute.
   6. Taxes. QUANTUM's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If QUANTUM has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, QUANTUM will invoice Customer and Customer will pay that amount unless Customer provides QUANTUM with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, QUANTUM is solely responsible for taxes assessable against it based on its income, property and employees.

10. PROPRIETARY RIGHTS AND LICENSES

11. 1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, QUANTUM, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
    2. Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
    3. License by Customer to QUANTUM. Customer grants QUANTUM, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-QUANTUM Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for QUANTUM to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non- QUANTUM Application with a Service, Customer grants QUANTUM permission to allow the Non-QUANTUM Application and its provider to access Customer Data and information about Customer’s usage of the Non-QUANTUM Application as appropriate for the interoperation of that Non-QUANTUM Application with the Service. Subject to the limited licenses granted herein, QUANTUM acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-QUANTUM Application or such program code.
    4. License by Customer to Use Feedback. Customer grants to QUANTUM and its Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of QUANTUM’s or its Affiliates’ services.
    5. Created Video Content Ownership.  Video content created by QUANTUM for Customer shall remain owned by QUANTUM until which time said Video Content has been fully paid for by Customer.  Once fully paid for, Customer shall own the rights to use created video content, including a right to use any embedded proprietary QUANTUM created content, including but not limited to product or procedure animations, in perpetuity. If Customer fails to pay for produced video content, and this Agreement is terminated, QUANTUM retains all rights to created video content and Customer understands that their rights to use said content is thereby terminated. Note that Customer shall have no right to use any proprietary QUANTUM created content, including but not limited to product or procedure animations, in any way other than embedded in the finished and delivered created video content work product produced under this Agreement.

12. CONFIDENTIALITY

13. 1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of QUANTUM includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third-party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional QUANTUM services.
    2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third-party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, QUANTUM may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-QUANTUM Application Provider to the extent necessary to perform QUANTUM’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

14. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

15. 1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
    2. QUANTUM Warranties. QUANTUM warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) QUANTUM will not materially decrease the overall security of the Services,

(c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-QUANTUM Applications” section above, QUANTUM will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

4. MUTUAL INDEMNIFICATION

5. 1. Indemnification by QUANTUM. QUANTUM will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third-party alleging that any Purchased Service infringes or misappropriates such third-party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by QUANTUM in writing of, a Claim Against Customer, provided Customer (a) promptly gives QUANTUM written notice of the Claim Against Customer, (b) gives QUANTUM sole control of the defense and settlement of the Claim Against Customer (except that QUANTUM may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives QUANTUM all reasonable assistance, at QUANTUM’s expense. If QUANTUM receives information about an infringement or misappropriation claim related to a Service, QUANTUM may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching QUANTUM’s warranties under “QUANTUM Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by QUANTUM, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-QUANTUM Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.
   2. Indemnification by Customer. Customer will defend QUANTUM and its Affiliates against any claim, demand, suit or proceeding made or brought against QUANTUM by a third-party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-QUANTUM Application provided by Customer, or (c) the combination of a Non-QUANTUM Application provided by Customer and used with the Services, infringes or misappropriates such third-party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against QUANTUM”), and will indemnify QUANTUM from any damages, attorney fees and costs finally awarded against QUANTUM as a result of, or for any amounts paid by QUANTUM under a settlement approved by Customer in writing of, a Claim Against QUANTUM, provided QUANTUM (a) promptly gives Customer written notice of the Claim Against QUANTUM, (b) gives Customer sole control of the defense and settlement of the Claim Against QUANTUM (except that Customer may not settle any Claim Against QUANTUM unless it unconditionally releases QUANTUM of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against QUANTUM arises from QUANTUM’s breach of this Agreement, the Documentation or applicable Order Forms.
   3. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

6. LIMITATION OF LIABILITY

7. 1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.  SAID LIMITATION SHALL NOT APPLY IN THE CASE OF CUSTOMER’S BREACH OF THE CONFIDENTIALITY CLAUSES OF THIS AGREEMENT.
   2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. SAID EXCLUSION SHALL NOT APPLY IN THE CASE OF CUSTOMER’S BREACH OF THE CONFIDENTIALITY CLAUSES OF THIS AGREEMENT.

8. TERM AND TERMINATION

9. 1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
   2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except  as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 60 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at QUANTUM’s applicable list price in effect at the time of the applicable renewal. Unless otherwise specified in the applicable Order Form, or in writing between the Parties, subscription price(s) shall automatically increase by 5% upon each term renewal.
   3. Termination. A party may terminate this Agreement for cause (i) upon 60 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
   4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, QUANTUM will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by QUANTUM in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to QUANTUM for the period prior to the effective date of termination.
   5. Surviving Provisions. The sections titled “Free Services”, “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-QUANTUM Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as QUANTUM retains possession of Customer Data.

10. GENERAL PROVISIONS

11. 1. Export Compliance. The Services, Content, other QUANTUM technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. QUANTUM and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
    2. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
    3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between QUANTUM and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
    4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
    5. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
    6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct or in-direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    9. QUANTUM Contracting Entity, Notices, Governing Law, and Venue. The QUANTUM address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, are as follows:

Notices should be sent to: QUANTUM, LLC
435 Pacific Ave, Ste 350
San Francisco, CA 94133

Governing Law: California & controlling US Federal Law

Court with exclusive Jurisdiction: San Francisco, CA

10. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the third business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
11. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

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BUSINESS ASSOCIATE AGREEMENT (“BAA”)

This  Business Associate Agreement (“BAA”) is made effective  as of   , and will be subject to the definitions, terms and conditions of the Master Services Agreement between QUANTUM, LLC, its affiliates, partners, contractors and sub-contractors (“QUANTUM”) and   (“Client”) dated  _____________( the “Agreement”). The terms and conditions of the Master Services Agreement (including Order Form(s), Exhibits and Addendums) are hereby incorporated into this BAA in their entirety. Unless specifically and as otherwise addressed in this BAA, in the event of a conflict between the terms of the Master Services Agreement and this BAA, this BAA will control. Capitalized terms used in this BAA will take on the meaning as they are defined in the Agreement.

WHEREAS, is a medical practice that provides medical services;

WHEREAS, QUANTUM is a business services provider that facilitates patient experience and satisfaction monitoring services;

WHEREAS, Client, as a “Covered Entity” under the Health Information Portability and Accountability Act of 1996, as amended (“HIPAA”), is required to enter into this Agreement to obtain satisfactory assurances that QUANTUM, a Business Associate under HIPAA, will appropriately safeguard all Protected Health Information ("PHI") as defined herein that is disclosed, created, maintained, or received by QUANTUM on behalf of Client; and

WHEREAS, Client desires to engage QUANTUM to perform certain functions for, or on behalf of, Client involving the disclosure of PHI by Client to QUANTUM, or the creation, maintenance, or use of PHI by QUANTUM on behalf of Client, and QUANTUM desires to perform such functions;

NOW, THEREFORE, in consideration of the mutual promises as set forth below and the exchange of PHI and other information pursuant to this BAA and the Agreement, and in order to comply with all legal requirements for the protection of PHI, the parties, intending to be legally bound, agree as follows:

1. Definitions.

2. 1. General. The following terms as may be used in this BAA will have the same meaning as those terms as defined and/or used in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Electronic Protected Health Information, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Privacy Rule, Protected Health Information, Required By Law, Secretary, Security Rule, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

3. “Business Associate” has the meaning given to such term in 45 CFR §160.103, and in reference to the party to this BAA, means QUANTUM.

4. “Covered Entity” has the meaning given to such term in 45 CFR §160.103, and in reference to the party to this BAA, means Client.

5. “CFR” means the U.S. Code of Federal Regulations.

6. “HIPAA Rules” means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR §§160 and 164.

7. Obligations and Activities of QUANTUM.

8. 1. Protected Health Information. QUANTUM agrees and acknowledges that any Individual’s PHI that comes within QUANTUM’s custody, exposure, possession or knowledge or is created, maintained, retained, transmitted, derived, developed, compiled, prepared or used by QUANTUM in the course of or in connection with the performance of Services under the Agreement is confidential, will remain the exclusive property of Client, and will be used, disclosed, transmitted and/or maintained solely in accordance with this BAA and  as  Required By Law. QUANTUM agrees to comply with its obligations as a Business Associate and acknowledges that it is subject to and agrees to comply with HIPAA and all applicable guidance and regulations issued by the Secretary to implement HIPAA and all other applicable law.

9. Forwarding Requests for Disclosure from Government to Client. QUANTUM will forward all requests for the disclosure of PHI from a law enforcement or government official, or pursuant to a subpoena, other legal request or court or administrative order, to Client as soon as reasonably possible before making the requested disclosure. QUANTUM will provide to Client all PHI necessary to respond to a request for the disclosure of PHI by a law enforcement or government official, or pursuant to a subpoena, other legal request, or court or administrative order as soon as reasonably possible.

10. Restrictions on Use and/or Disclosure of PHI. QUANTUM will comply with all granted restrictions on the use and/or disclosure of PHI, pursuant to 45 C.F.R. § 164.522(a), upon notice from Client. QUANTUM will forward to Client any requests for restriction on the use and/or disclosure of PHI within five (5) business days of receipt.

11. Requests for Confidential Communication of PHI. QUANTUM will comply with all granted requests for confidential communication of PHI, pursuant to 45 C.F.R. § 164.522(b), upon notice from Client. QUANTUM will forward to Client any requests for confidential communication of PHI within ten (10) business days of receipt.

12. Appropriate Safeguards. QUANTUM will implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of PHI and Electronic PHI that it creates, receives, maintains, or transmits on behalf of the Client.

13. Reporting of Unauthorized Uses or Disclosures. QUANTUM will timely report to Client any use or disclosure of the PHI not provided for by this BAA, the Privacy Rule or the Security Rule, including breaches of Unsecured PHI, as required at 45 C.F.R. § 164.410.

14. Subcontractors, Consultants, Agents and Other Third Parties. QUANTUM will in accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2) ensure that any subcontractor, consultant, agent, or other third-party that creates, receives, maintains, or transmits PHI on behalf of QUANTUM agrees to the same restrictions, conditions, and requirements that apply to QUANTUM with regard to its creation, use, and disclosure of PHI. QUANTUM will, upon request from Client, provide Client with a list of all such third parties. QUANTUM will ensure that any subcontractor, consultant, agent, or other third-party to whom it provides Electronic PHI agrees to implement reasonable and appropriate safeguards to protect such information. QUANTUM must terminate its agreement with any subcontractor, consultant, agent or other third-party, and obtain all PHI provided to such subcontractor, consultant, agent or other third-party, if QUANTUM becomes aware that the subcontractor, consultant, agent or other third-party has breached its contractual duties relating to HIPAA or this BAA. If any subcontractor, consultant, agent, or  other third-party of QUANTUM  are  not subject to the jurisdiction or laws of the  United States, or if any use or disclosure of PHI in performing services under the BAA will be outside of the jurisdiction of the United States, such entities must agree by written  contract with QUANTUM to be subject to the jurisdiction of the Secretary, the laws and the courts of the United States, and waive any available jurisdictional defenses as they pertain to the parties’ obligations under this BAA, the Privacy Rule or the Security Rule.

15. Books and Records. QUANTUM will make internal practices, books, and records relating to PHI received from, or created or received by QUANTUM, on behalf of Client, available to Client, or at the request of Client to the Secretary, for purposes of the Secretary determining Client’s compliance with the Privacy Rule.

16. Accounting for Disclosures. QUANTUM will provide to Client, upon request and in the time and manner required by 45 C.F.R. § 164.528(c)(1), an accounting of disclosures of an Individual’s PHI, collected in accordance with Section 2.11 of this BAA, to permit Client to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.

17. Securing PHI. QUANTUM will comply with Section II.B of the April 27, 2009 HHS guidance (74 Fed. Reg. 19006 at 19009-19010) setting forth the technologies and methodologies for rendering PHI unusable, unreadable, or indecipherable to unauthorized individuals such that breach notification is not required. QUANTUM will insure that any subcontractor, consultant, agent, vendor, or other third-party to whom it provides PHI will implement, in a reasonable and appropriate manner, the technologies and methodologies the HITECH Act and HHS guidance specifies with respect to rendering Client’s PHI unusable, unreadable or indecipherable to unauthorized individuals.

18.  Individual’s Access to PHI. QUANTUM will cooperate with Client on a timely basis, consistent with 45 C.F.R. § 164.524(b)(2), to fulfill all requests by Individuals for access to the Individual’s PHI that are approved by Client.

19. Amendments to PHI. QUANTUM will make any amendment(s) to PHI in a designated record set as directed or agreed to by Client pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Client’s obligations under 45 C.F.R. § 164.526. QUANTUM must act on an Individual’s request for an amendment in a manner and within the time period set forth in 45 C.F.R. § 164.526(b)(2).

20. Specific Use and Disclosure Provisions.

21. 1. Management and Administration of Contractor. Except as otherwise limited in this BAA, Contractor may use PHI for the proper management and administration of the Contractor or to carry out the legal responsibilities of the Contractor.

22. Other Uses and Disclosures. Except as otherwise limited in this BAA, and notwithstanding Section 3.1 above, QUANTUM may otherwise disclose PHI for the proper management and administration of QUANTUM, provided that disclosures are Required by Law or QUANTUM obtains reasonable assurances from the person or entity to whom the PHI is disclosed that (a) such PHI will be held confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity and (b) the person or entity notifies QUANTUM of any instances of which it becomes aware in which the confidentiality of the PHI has been breached.

23. Data Aggregation Services. QUANTUM may use PHI to provide data aggregation services to Client as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B).

24. Reporting Violations of the Law.  QUANTUM may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. § 164.51(f).

25. Obligations of Client.

26. 1. Protected Health Information. Client agrees and acknowledges that QUANTUM provides Client with certain tools and software applications, whereas use of said tools and software applications are under the control of Client and Client’s employees, affiliates, contractors, sub-contractors, etc. (“Users”).  As such, Client agrees and acknowledges that QUANTUM assumes no liability with respect to the disclosure of PHI by Users from and/or through the use of QUANTUM Services.

27. At QUANTUM’s request, Client will provide QUANTUM with the notice of privacy practices that Client produces in accordance with 45 C.F.R. § 164.520, as well as any changes to that notice.

28. Client will provide QUANTUM with any changes in, or revocation of, authorization by an Individual to use or disclose PHI, if such changes affect QUANTUM’s permitted or required uses and disclosures.

Client will notify QUANTUM, in writing, of any restriction to the use or disclosure of PHI that Client has agreed to in accordance with 45 C.F.R. § 164.522.

4. Client will provide to, or request from, QUANTUM only the minimum PHI necessary for QUANTUM to perform or fulfill a specific function required or permitted hereunder.

5. Client will take immediate steps to mitigate an impermissible use or disclosure of PHI from QUANTUM to Client, including its staff, employees and agents who send and receive PHI to and from QUANTUM in the course and scope of their employment, such as obtaining the recipient’s satisfactory assurances that the information will not be further used or disclosed (through a confidentiality agreement or similar means between Client and its staff, employees and agents) or will be destroyed.

6. Permissible Requests by Client. Client represents and warrants that it has the right and authority to disclose PHI to QUANTUM for QUANTUM to perform its obligations and provide services to Client. Client will not request QUANTUM to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Client.

7. Term and Termination.

8. Term. This BAA will take effect as of the Effective Date of the Agreement. Except as may otherwise be provided herein and notwithstanding the termination provisions of the Agreement, this BAA will terminate when all of the PHI provided by Client to QUANTUM, or created or received by QUANTUM on behalf of Client, is destroyed or returned to Client.

9. Termination. Either party may terminate this BAA upon thirty (30) days’ prior written notice to the other party, with or without cause. In addition, either party may (a) terminate this BAA for breach of this BAA unless the breaching party has cured such breach within thirty (30) days of receipt by it of written notice therefor.

10. Effect of Termination. Except as provided in this paragraph, upon termination of this BAA, for any reason, QUANTUM will return or destroy all PHI received from Client or created or received by QUANTUM on behalf of Client, at the direction of Client. QUANTUM will request, in writing, PHI that is in the possession of subcontractors or agents of QUANTUM. In the event QUANTUM determines that returning or destroying the PHI is infeasible, QUANTUM will provide to Client notification of the conditions that make return or destruction infeasible. If return or destruction of PHI is infeasible, QUANTUM will extend the protection of this BAA to such PHI for so long as QUANTUM maintains such PHI. Following the termination of this BAA, QUANTUM will not disclose PHI except to Client or as required by law.

11. Miscellaneous.

12. 1. Interpretation. Any ambiguity in this BAA will be resolved in favor of a meaning that permits Client to comply with the HIPAA Rules. In the event of an inconsistency between the provisions of the BAA and the mandatory terms of the HIPAA Rules, as may be amended from time to time by HHS or as a result of interpretations by HHS, a court, or another regulatory agency with authority over the Parties, the interpretation of HHS, such court or regulatory agency will prevail. In the event of a conflict among the interpretations of these entities, the conflict will be resolved in accordance with rules of precedence. Where provisions of this BAA are different from those mandated by the HIPAA Rules, but are nonetheless permitted by the HIPAA Rules, the provisions of the BAA will control.

IN WITNESS WHEREOF, QUANTUM and Client have executed this Business Associate Agreement as of the Effective Date of the Agreement.

CLIENT NAME QUANTUM, LLC