Commercial Terms

Last Modified: July 2024

These Commercial Terms of use are entered into by and between you, as a commercial partner of Reverence's scheduling services and web/mobile apps (the “Apps,” and together with Reverence's scheduling services, the “Services”) and Reverence, Inc. (“Reverence,” “we,” or “us”).

Please read these Commercial Terms, alongside the relevant Order Form submitted to you separately, carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Commercial Terms when this option is made available to you, you accept and agree to be bound and abide by these Commercial Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Commercial Terms or the Privacy Policy, you must not access or use the Services.

The Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Reverence and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

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Recitals.

WHEREAS, Reverence desires to offer services to Customer which consist of providing technology, support, administrative and operational resources to facilitate Customer’s scheduling operations (collectively, the “Services”);

WHEREAS, Customer desires to offer the Program (as defined below) to the Eligible Organizational Units; and

NOW, THEREFORE, in exchange for the promises made hereunder and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

The Program. The “Program” includes one (1) or more Product Lines as defined in the Product Description document attached hereto as Appendix A (each, a “Product Line”).

Marketing. Reverence has the right to name Customer as a reference or as part of a general list of customers and may refer to Customer as a user of the Product Offering in its advertising, marketing and promotional materials. Customer may publicly refer to Reverence orally, in writing, and on web sites operated by Customer,as a service provider of Customer, consistent with the requirements of the license to Reverence Marks granted under Section 7.2. The Parties may also participate in other marketing and referral activities as may be mutually agreed in writing from time to time.

Obligations of Parties

Reverence Obligations. Reverence acknowledges and agrees to the following obligations.

Subject to Customer complying with the material terms of this Agreement, Reverence shall (a) provide Customer’s front-line staff (“Participants”) with access to the Technology, including Reverence’s websites and mobile applications, and (b) maintain and support such Technology for the provision of Services.
Reverence shall provide Customer with reports of product utilization metrics in a format mutually agreed upon by Customer and Reverence, but not less than quarterly.
Reverence shall provide or otherwise review Program Communications for use by Customer as further set forth herein.
Reverence may deploy email and text message communications directly to Participants as needed to support Services; in the context of Managed Service scheduling operations, and upon advance approval from Customer, Reverence may also contact Customer’s clients/patients (“Patients”) in order to coordinate shift scheduling, in the same manner that Participants would otherwise contact Patients; Reverence may deploy email, text messages, or phone calls to Patients.

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Customer Obligations. Customer acknowledges and agrees to the following obligations.

Program Communications. During the Term of this Agreement, Customer shall provide Participants with certain communications about the Program, provided that the content and form of such information has been mutually approved and agreed in advance by Reverence and Customer, which mutual approval shall not be unreasonably withheld or delayed (“Program Communications”). At a minimum, Customer agrees (a) to provide Program Communications to Participants on a monthly 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 text. In addition, Customer hereby authorizes Reverence to communicate directly with Participants, in a mutually agreed upon manner, format, and frequency for the purpose of informing Participants about the Program including, but not limited to deploying email, mail, or text communications directly to Participants about the Program. Further, Reverence agrees to cooperate with Customer to facilitate any Reverence-led Customer or third-party training sessions as may be reasonably requested by Customer to support delivery of services to Participants.
Prohibition on Third-Party Use. Except as required by law and except as otherwise allowed in this Agreement, including under Section 9, 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 Technology, or Confidential Information of Reverence to any third party (other than the Participants as applicable); (b) make the Program, the Technology, or Confidential Information of Reverence available for use by any third party (other than the Participants as applicable); or (c) use the Program, the Technology, or Confidential Information of Reverence for the benefit of any third party (other than the Participants, as applicable).
Compliance with Reverence’s Policies. Customer shall use best efforts to comply with all of Reverence’s usage and security policies, rules, and procedures with respect to any technology, websites, mobile applications, software, hardware, equipment, and/or other personal property, as applicable (collectively, the “Technology”) provided by Reverence to Customer in connection with this Agreement, including that Customer, at a minimum, shall treat such Technology with the same level of security and utilization procedures that Customer applies to its own technology and equipment of a similar nature, and in any case no less than a reasonable degree of care, and shall not alter or interfere with any of Reverence’s Technology except upon the express direction of Reverence. Furthermore, Customer acknowledges and understands that any use by a Participant of Reverence’s websites, mobile applications, and backend technologies by such Participant will be subject to the Terms of Use, Privacy Policy, and other policies, which are available on Reverence’s website and as may be amended from time to time.
Third Party Services. The Program and Technology may contain third party products, services, or content. Unless otherwise indicated, the terms and conditions applicable to the Program and Technology shall also apply to such third-party products and/or services.
Non Solicit. Customer understands that Reverence spends a significant amount of time, money and resources in the process of recruiting, screening, hiring and training its Schedulers and therefore, each Scheduler is a valuable asset to Reverence. Customer agrees not to solicit Reverence Schedulers for direct employment. Violating this policy entitles Reverence to receive a one-time fee of TEN THOUSAND DOLLARS ($10,000.00), which amount shall be due within 10 business days of employment of such Scheduler. Payment of such amount does not affect any liability or contractual obligations that the Customer may have with Reverence.

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Intellectual Property.

All materials developed, owned, designed, or derived by Reverence 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 (collectively, “Reverence Intellectual Property”) are the sole property and Confidential Information of Reverence. Reverence Intellectual Property does not include Customer’s data, ideas; developments; discoveries; improvements; drawings; documents; inventions, whether patentable or not; results; reports; designs; trade secrets; know-how; patents; trademarks; copyrights; and any pending applications for protection globally (collectively, “Customer Intellectual Property”), which are the sole property and Confidential Information of Customer. Reverence grants to Participants a limited, non-exclusive, revocable license to utilize certain of its Reverence Intellectual Property during the term of this Agreement for the sole and exclusive purpose of utilizing the Technology in accordance with this Agreement. Any Reverence Intellectual Property resulting from work performed pursuant to this Agreement and which does not contain or rely on Customer Intellectual Property or Customer’s Confidential Information (“Reverence Information and IP”) shall be deemed to be the intellectual property and Confidential Information of Reverence, and shall be maintained and used consistent with the terms of this Agreement. For the avoidance of doubt, the Reverence Information and IP do not include works made for hire, deliverables, or other Intellectual Property owned or to be owned by Customer. Each Party reserves all rights, except those expressly granted in this Agreement. Except for the license granted in Section 7.2 of this Agreement, nothing in this Agreement creates any interest or right, express or implied, in the Reverence Intellectual Property with respect to Customer.
Use of Name and Mark by Customer. Reverence hereby grants to Customer the non-exclusive, non- transferable license to use its corporate name (“Reverence Care Company”) and service mark (“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 Reverence, and thereafter removed from and discontinued in all forms of electronic, written, and oral communications; (b) limited to use only by Customer and its affiliates as applicable; (c) limited to communications with Eligible Customer 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 Reverence and Customer pursuant to Section 5.1 hereof. For the avoidance of doubt, any other use by Customer or its employees, contactors, or other representatives of the Reverence Marks is not permitted.

Fees and Payment Terms.

As consideration for Reverence’s operation and support of the Program and for the Professionals’ provision of services through the Program, Customer agrees to pay to Reverence, 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. Customer agrees to pay fees within thirty(30) days (“Net 30 Day Term”) of the receipt of said invoice for services via ACH or electronic means.
If Customer fails to make any required payment within sixty (60) days of the date of Reverence’s invoice and after receipt of written notice, in accordance with Section 16.2, of late payment and a fifteen (15) day opportunity to cure, Reverence shall have the right to terminate this Agreement and suspend or terminate the user accounts of the Participants.
All prices and fees set forth in the Agreement (including any Attachments) are net amounts to be received by Reverence. Customer shall be responsible for any and all taxes and assessments that arise from this Agreement and related transactions, except for taxes based upon Reverence’s net income or capital. Provided, however, Reverence is responsible for remitting all such taxes to the proper government authority. All taxes shall by a separate line item on Reverence’s invoices to Customer. For clarity, Customer shall not be responsible for any taxes, assessments, or other levies imposed on Reverence’s income or capital (including leased or purchased property, products, or software, franchise taxes, any taxes in lieu of net income taxes, and any other direct taxes imposed on Reverence). If Customer represents that it is a tax- exempt entity, it shall provide to Reverence a copy of its tax exemption certificate or similar documentation substantiating its tax exemption prior to or immediately after the Effective Date.
Reverence reserves the right to update its pricing at any time with 30 day notice.

Treatment of Confidential Information

The Parties may desire to disclose to each other materials concerning its business, including but not limited to products, business plans, technology, Customer and employee information (including personal data and protected health information as those terms are generally understood), financial information, and other similar information which is confidential to the disclosing Party, and is marked “Confidential” or which a reasonable person would reasonably understand constitutes confidential information given the nature of the circumstances surrounding the disclosure (“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 of this Agreement and for three (3) years after the termination or expiration of this Agreement provided, however, after such three-year period the obligations of secrecy and restricted use shall continue indefinitely, or to the fullest extent permitted by law, with respect to Confidential Information that constitutes a trade secret. 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; (iii) is independently developed by the receiving Party without the use of or reference to the disclosing Party’s Confidential Information as shown by the written records of the receiving Party; or (iv) is required by law or regulation to be disclosed.
If the receiving Party becomes legally compelled to disclose any Confidential Information pursuant to subsection (iv) above, and to the extent authorized by law, the Party required to make disclosure shall notify the other to allow the Party to assess whatever exclusions or exemptions may be available to it under such law or regulation and shall only disclose the Confidential Information it is required to disclose pursuant to such law or regulation.
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 be responsible and liable for any breach of this Section by its employees, contractors, and other representatives. 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 Recipient under this Agreement. This Agreement, the Order Form, and all other attachments thereto are considered Confidential Information.
Confidential Information shall at all times remain the exclusive property of the disclosing Party. Upon completion of the Services, or termination of this Agreement, all Confidential Information shall, upon request of the disclosing Party, be returned or destroyed and the receiving Party shall certify the same in writing. The receiving Party may retain Confidential Information following expiration or termination of this Agreement if and only to the extent (i) required pursuant to legal or regulatory requirements or (ii) saved pursuant to automated computer backup procedures where it would be impractical to delete or destroy such information; provided, however, the receiving Party shall continue to be bound by its obligations of confidentiality and other obligations of this Agreement with respect to retained Confidential Information.

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 to Reverence that it shall only use the data received from Reverence in accordance with this Agreement. Customer will be solely responsible for the accuracy and completeness of Organizational Unit data (e.g., monthly census / size); Practitioner Lists; or Client information provided to Reverence. Customer acknowledges and agrees that Reverence’s obligation to store or maintain any data obtained in the course of performance of the Services shall not extend beyond the Term of this Agreement.
Reverence hereby warrants and represents that (i) any Technology will materially perform according to the applicable documentation provided or made accessible to Customer and Participants by Reverence; (ii) Customer’s use of Services and Technology will not infringe the intellectual property rights of any third party; (iii) Technology will be free from viruses and other destructive code; and (iv) in addition to the standard of care set forth in Section 6.1, Services will be provided in a timely, workmanlike manner, in conformity with generally recognized industry standards for similar services and Reverence shall be responsible for the professional quality, completeness, accuracy, and coordination of its Services.
Reverence warrants and represents the Services shall be free from defects in workmanship and conform to specifications as set forth in this Agreement (“Warranty”), which includes all Services corrected or re- performed under this Warranty, and any of the preceding which fail to meet the Warranty will be considered “Non-Conforming Services.” The “Warranty Period” for all Services shall extend for one (1) year after Reverence’s completion of the Services. Upon notice from Customer, and within the Warranty Period, Reverence shall promptly, and in any event within ten (10) calendar days, correct any Non-Conforming Services at no extra charge to Customer. If Reverence is unsuccessful at correcting the Non-Conforming Services, Reverence shall not charge Customer for such Services and shall refund any fees previously paid for such Services.

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DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY.

Disclaimer. REVERENCE MAKES NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE TECHNOLOGY, INFORMATION OR SERVICES PROVIDED HEREUNDER, EXCEPT AS EXPRESSLY SET FORTH HEREIN. THE TECHNOLOGY, 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, 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 TECHNOLOGY OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND NONE OF THE PROVIDER PARTIES ARE RESPONSIBLE FOR ANY THIRD-PARTY PRODUCTS OR SERVICES, EXCEPT SERVICES PROVIDED BY PROFESSIONALS.

Limitations Regarding Technology and Services. Reverence shall not be responsible for failure to provide Services to the extent resulting from conditions caused by Customer or Customer’s employees, agents, affiliates, and representatives. Additionally, an interruption in Reverence’s Services due to circumstances beyond the reasonable control of Reverence, without Reverence’s fault or negligence, such as a failure of telecommunications or network systems not controlled by Reverence, shall not be considered a service outage or service deficiency for purposes of any remedy provided herein. Provided, however, in the event of such failure, Reverence shall provide Customer with status updates regarding the outage or deficiency as such information becomes available and shall diligently work to restore or repair the outage or deficiency to the extent such restoration or repair is within Reverence’s reasonable control. Use of Reverence’s technology does not guarantee that all requested shifts will be filled. Additionally, in the context of a Managed Service contract, Reverence shall not be liable for any losses suffered by Customer resulting from the termination or discontinuation of a Patient’s relationship with Customer, even if such termination or discontinuation is directly or indirectly caused by interactions of Reverence’s staff members with Customer’s Patients, except in the case of gross negligence or willful misconduct on the part of Reverence’s staff member.

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 AN AMOUNT EQUAL TO THE GREATER OF: (I) THREE TIMES (3X) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO REVERENCE FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EARLIEST DATE ON WHICH THE EVENTS GIVING RISE TO THE LIABILITY OCCURRED, OR (II) US$50,000.00, UNLESS CUSTOMER SUFFERS DAMAGES CAUSED BY A DATA BREACH OF REVERENCE’S SERVERS, IN SUCH INSTANCE REVERENCE’S MAXIMUM AND AGGREGATE LIABILITY SHALL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF: (A) THREE TIMES (3X) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO REVERENCE FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EARLIEST DATE ON WHICH THE EVENTS GIVING RISE TO THE LIABILITY OCCURRED, OR (B) US$100,000.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING OUT THE RESPONSIBLE PARTY’S 1) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; 2) BREACH OF THE CONFIDENTIALITY OR DATA PRIVACY OBLIGATIONS HEREIN (OTHER THAN DAMAGES CAUSED BY A DATA BREACH OF Reverence’S SERVERS); 3) INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT; 4) INDEMNIFICATION OBLIGATIONS HEREIN; OR 5) INJURY TO PERSON OR TANGIBLE PROPERTY. 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.

Essential Basis of the Agreement. Each Party acknowledges and understands that the disclaimers, exclusions and limitations of liability and exceptions therefrom set forth in this Section 11 between the parties form an essential basis of the agreement between the parties, that the parties have relied upon such disclaimers, exclusions and limitations of liability and exceptions therefrom in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability and exceptions therefrom, the terms of this Agreement would be substantially different.

Indemnification.

Indemnification by Provider Parties. Reverence will defend, indemnify, and hold harmless Customer and Customer’s affiliates, and their 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 negligent acts or omissions or intentional misconduct by Reverence or any of its or their employees or contractors, except to the extent caused by the gross negligence or intentional misconduct of Customer. Notwithstanding anything to the contrary herein, no Provider Party shall have any liability or obligation to Customer to the extent that any Liability results from the Technology or use of the Technology other than in accordance with this Agreement, or used in a manner for which it is not recommended by the Provider Parties.

Data Privacy and Security Indemnification by Provider Parties. Reverence will defend, indemnify, and hold harmless Customer and Customer’s affiliates, and their owners, employees, officers, managers and directors from and against all Liabilities arising from any Claim to the extent such Claim arose from a breach by Reverence, including Professionals or employees, of applicable Laws related to the privacy and security of personal data, including protected health information, except to the extent caused by the gross negligence or intentional misconduct of Customer.

Intellectual Property Infringement. Reverence shall indemnify, defend, and hold harmless Customer and Customer’s affiliates, and their owners, employees, officers, managers and directors from and against all Liabilities arising from any Claim to the extent such Claim arose from or in connection with a claim or allegation that the Services or Technology provided by Reverence constitutes an infringement, misappropriation, or other violation of any intellectual property right of any third party. In the event the provision of Services or the Technology are enjoined, Reverence shall, at its own expense, and at Customer’s option (i) procure for Simplot the right to continue to use such Services or Technology; (ii) replace the Services or Technology with equivalent non-infringing Services or Technology; (iii) modify such Services or Technology so they become non-infringing; or (iv) if neither (i) through (iii) are possible within a commercially reasonable time, as determined by Customer in its sole discretion, terminate such Services or Technology and refund the purchase price to Customer.

Indemnification by Customer. Customer will defend and hold harmless Reverence and its and their owners, employees, officers, managers and directors from and against all Liabilities arising from any Claim to the extent such Claim is shown by a court of competent jurisdiction to have arisen as a direct result from grossly negligent acts or omissions or intentional misconduct by Customer or any of its employees, except to the extent the Liability is shown to be caused by the gross negligence or intentional misconduct of Reverence.

Indemnification Procedure. An indemnitee that intends to claim indemnification under this Section 12 (“Indemnitee”) will promptly notify the indemnifying Party (“Indemnitor”) in writing of any Claim with respect to which such Indemnitee intends to claim indemnification so as to avoid materially prejudicing the Indemnitor with regards to its obligations under this Section 12, 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, imposes any obligation on the 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 12 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 full information and reasonable assistance to Indemnitor and its legal representatives with respect to Claims.

Termination.

Termination of Agreement.

By mutual written agreement of the Parties;

By any Party, if another Party commits a material breach of this Agreement, and such breach is not cured to the non-breaching Parties’ reasonable satisfaction within sixty (60) days following written notice thereof;

By any Party, 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.

Notwithstanding anything herein to the contrary, upon the effective date of the expiration or termination of this Agreement, Reverence shall be paid 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 thirty (30) days of the effective date of the expiration or termination of this Agreement.

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 7, 9, 10, 12 and such other obligations of the Parties which by their nature would be intended to be applicable following such termination.

Compliance.

The Parties agree that the terms of this Agreement have been negotiated in an arms-length transaction and have not been determined in a manner which takes into account the volume or value of any referrals or business that otherwise may be generated between the Parties or any entities affiliated with the Parties. 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.

Reverence represents and warrants that, as of the Effective Date they are operating in material compliance with all Laws applicable to the Services and other subject matter of this Agreement, including Laws related to privacy and security. Reverence shall implement all reasonable and appropriate physical, administrative and technical safeguards to the privacy and availability of individually-identifiable personal information collected hereunder.

Customer hereby represents and warrants that, as of the Effective Date it is operating in material compliance with all applicable laws related to the Services and other subject matter of this Agreement. Customer 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.

The Parties agree to comply with (i) the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended from time to time (collectively “HIPAA”), (ii) the Business Associate Agreement, if attached hereto, and (iii) the Data Processing Agreement.
Customer acknowledges and agrees that certain services provided by Reverence on the Platform or as part of the Program, including Reverence Wallet 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 Customer Beneficiaries and/or Participants where the provision of such services are prohibited by applicable law. Reverence reserves the right to immediately discontinue any of the services provided under this Agreement in the event Reverence determines, in its sole and exclusive discretion, that the provision of such service(s) are prohibited by applicable law. In the event that Reverence discontinues a service as a result of the events contemplated in the foregoing sentence, Reverence agrees to give Customer reasonably prompt notice that such service(s) were or will be discontinued. Additionally in the event that Reverence discontinues a service as a result of the events contemplated in this paragraph, Reverence agrees to give Customer a pro rata refund for Participants that were enrolled in the discontinued service(s).

Miscellaneous

Assignment. This Agreement shall not be assigned or transferred to any other person or entity 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 16 shall be null and void.
Notices. All notices or approvals required or permitted hereunder shall be in writing and shall be deemed to have been given upon: (i) receipt if sent by certified or registered mail, postage prepaid, return receipt requested; or (ii) 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. All notices or approvals required or permitted hereunder to Customer shall be sent to:

Dispute Resolution.

Informal Dispute Resolution. The Parties shall first attempt, in good faith, to resolve any controversy, claim, or dispute arising out of this Agreement through informal negotiations.
THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND WITH BENEFIT OF COUNSEL, WAIVE ANY RIGHT TO DEMAND OR OBTAIN A TRIAL BY JURY IN ANY ACTION, CASE, OR PROCEEDING ARISING FROM OR RELATED TO THIS AGREEMENT. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Delaware. An award of arbitration may be confirmed in a court of competent jurisdiction.

Injunctive Relief. Notwithstanding the preceding section, the Parties recognize that irreparable injury may result to the non-breaching Party in the event of a Party’s or Parties’ failure to comply with any of the terms of this Agreement, and that the full amount of the damages that would be incurred by the non-breaching Party as a result of any such breach may be difficult to ascertain. Accordingly, the Parties hereby agree that, in the event of any such breach or threatened breach, the non-breaching Party may be entitled to seek appropriate injunctive relief, in addition to other remedies and causes of action available to such Party, without the need to post bond or prove the inadequacy of monetary damages.

Governing Law. This Agreement shall be governed in accordance with and interpreted under the laws of the State of Delaware without giving effect to its choice of law provisions.

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 Reverence to perform or provide the Program or Technology, then the Parties shall negotiate in good faith to restructure the business arrangement between the Parties to conform with the then existing Laws.

Relationship of the Parties. Reverence and Customer are, and shall at all times function as independent contractors under this Agreement. Reverence are not employees, principals, agents, or partners of Customer, and Customer is not an employee, principal, agent, or partner of Reverence. Except to the extent otherwise specifically contemplated herein, Reverence is not 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 Reverence. The employees, agents, and representatives of a Party shall at all times be under the exclusive direction and control of such Party.

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.

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.

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.”

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. A photocopy or scanned copy of a signature of this Agreement shall have the same force and effect as an original ink signature.

Amendment. Any term or provision of this Agreement may be amended or modified only by a writing signed by the Parties; provided, however, that Reverence may change or amend the List of Attachments included on an Order Form by posting such changes to Reverence’s website.

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.

‍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.

Last Modified: April 2024

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