1.	Service. Concord will provide, and Customer will purchase Services pursuant to the Concord Technologies Service Agreement (“Service Agreement’) as described herein (“Services”), in accordance with the terms and conditions set forth below. 

1.1.	Concord Cloud Fax: Fax service supporting incoming or outgoing fax transmissions. Outgoing Fax service is defined as an individual fax message sent to Concord by the Customer for delivery to a specified fax number on the public switched telephone network (PSTN). Concord supports the submission of outbound faxes via SMTP, file transfer or Web Services API. Inbound Fax is a service whereby Concord receives a G3 fax and delivers said faxes in either TIFF or PDF format, as requested by Customer, using SMTP or via the Concord Web Services API or via FTP/FTPS (File Transfer Protocol).
1.2.	Document Automation Platform. Concord Technologies’ document automation platform is a common technology framework to provide document management and other automated workflow solutions such as Concord NEXTSTEP. The document automation platform comprises an underlying engine utilizing machine learning, a web-based user interface, and a set of Application Programming Interfaces (APIs). Data flowing through the underlying engine improves its ability to recognize data attributes but is not retained by the engine. When Customer elects to use NEXTSTEP and other features built upon the document automation platform, the documents and data, including PHI, are utilized by the platform to provide the Services, incorporated within which are the operation, maintenance, and enhancement of the platform’s machine learning capabilities, and the creation of anonymized data sets used to improve the platform’s operability. 

2.	Rates and Billing. Concord will bill Customer for Services as defined in the Service Agreement signed by Customer. Records of all Services invoiced to Customer will be retained by Concord and will be available to Customer upon Customer’s request for a period of 90 days. Concord’s rates do not include any sales taxes, duties, levies, or similar assessments imposed by any governmental authority. Any such liabilities resulting from the provision of Services to Customer hereunder shall be added to Customer’s invoice and shown separately. 

3.	Payment and Billing. Payments not received within thirty (30) days of the invoice date are considered past due and are subject to a late payment charge which is the lesser of 1.5% per month or the maximum lawful rate allowed by law. The late payment charge will begin to accrue on any unpaid balance commencing on the thirty‐first (31st) day after the date of the invoice. In the event Concord employs the services of a collection agency or attorneys for the collection of charges due under this Service Agreement, Customer shall be liable for all such costs, including, but not limited to, reasonable attorney’s fees and costs incurred by Concord in prosecuting any related proceedings and any appeals therefrom. All payments by Customer hereunder shall be: (i) made in US Dollars; (ii) deemed to be made only upon receipt by Concord of the actual funds; (iii) duly identified as relating to the Service subscribed to; and (iv) made payable and delivered to the name and address designated on the invoice or such other name or address as Concord may direct in writing from time to time.

4.	Overtime Charges. The average fax page is sent within 60 seconds. However, there are circumstances outside the control of Concord that may extend this reasonable transmission time. These reasons include the graphic or textual intensity of the document and the speed of the fax devices used in the transmission of the fax. For those fax pages sent that take more than 72 seconds of transmission time per page, “Overtime Charges” will apply. Overtime Charges are incurred in six-second increments for transmission time in excess of 72 seconds and are billed at one-tenth of the Customer’s per-page rate. For example, if the per‐page rate to the U.S. is $0.10 and a fax page takes 78 seconds to send, Customer will be billed an additional $0.01. The resulting cost for the 78‐second fax page would equal $0.11.

5.	Number porting and number cancellation conditions and charges. 

5.1.	Port Cancellation.  To cancel a port request within 24 hours of the confirmed port date, Concord will charge a fee of $75. 
5.2.	Port Snapback.  To snapback (reverse) a port within 24 hours of completion, Concord will charge a fee of $350.  
5.3.	Port Expedite.  An expedite is defined as any request to port a number in advance of the Firm Order Commit (FOC) date initially provided to Concord by the losing carrier.  Concord makes no guarantee that a number can be ported outside of normal scheduling parameters, and any expedite request relies solely on the losing carrier’s willingness to honor the request.  Any expedite request, regardless of its outcome, will result in a fee of $120.   
5.4	Reverse Port.  Numbers assigned to customer which are ported away (“Reverse Port”) to an alternative carrier or service will incur Porting Fee as described in the Agreement.
5.5	Number Cancellation.   Numbers assigned to customer which are cancelled and removed from their available inventory will incur a number cancellation fee of $10.

6.	Termination. Concord reserves the right to terminate the Service Agreement or any Service to Customer if: (i) Customer fails to make any payment required to be made hereunder within thirty (30) days of receiving written notice of nonpayment; (ii) Customer fails to cure any other violation of its obligations hereunder within ten (10) days of receiving a notice of such violation from Concord; or, (iii) Customer violates any of its obligations hereunder. 

If Customer violates the provision of Section 7.1 or 7.2. Concord may, at its sole option, terminate this Agreement or any Service to Customer or Customer’s end‐users without notice or liability.

7.	Representations and Warranties.

7.1.	Mutual Warranty.  Both parties represent and warrant to each other that: (i) it is duly organized and validly existing and has the legal power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the person signing this Agreement on behalf of the party is duly authorized to do so, and upon its execution by such person, this Agreement is the valid and legally binding obligation of the party. 
7.2.	Warranty by Customer.  Customer represents and warrants to Concord that it’s use of Concord Services will comply with all applicable laws, regulations and conventions, including those related to data privacy, international communications, exportation of technical or personal data, and the sending of certain unsolicited facsimiles.
7.3.	Warranty by Concord. Concord will use reasonable efforts under the circumstances to maintain its overall network quality. The quality of Service provided hereunder shall be consistent with other common carrier industry standards, governmental regulations, and sound business practices. CONCORD MAKES NO OTHER WARRANTIES ABOUT THE SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.	Mutual Liability Limitations and Indemnification.

8.1.	Each party agrees to defend, indemnify and hold harmless the other, their respective officers, directors, employees and agents from third party claims and expenses, including reasonable attorney’s fees, arising from the breach of a warranty or representation set forth in this Agreement.  Each party will take reasonable steps to mitigate damages and will promptly give written notice to the other party of any notice, claim, or action which could result in such damages.  The indemnified party shall deliver to the indemnifying party all notices, demands, or legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.  Each party’s indemnification obligations under this section are conditioned upon the indemnified party: (i) promptly notifying the indemnifying party of any claim in writing; (ii) cooperating with the indemnifying party in the defense of the claim; and (iii) granting the indemnifying party sole control of the defense or settlement of the claim. 
8.2.	The total liability of either party in all cases for damages resulting from or arising from third party claims in connection with the provision of services under this Agreement shall not exceed the amounts paid by Customer in the prior six (6) months under this Service Agreement.  Damages resulting from or arising in connection with mistakes, omissions, interruptions, delays, errors, or other defects (collectively, “Impairments”) occurring during the course of furnishing services or arising out of any failure to furnish services, shall be limited to the credit of the Concord charges for services subject to the Impairments during the time period that such Impairments occurred so long as the Impairment is promptly reported to Concord. 
8.3.	In no event shall either party be liable to the other for any special, indirect, incidental, consequential, or exemplary damages, including but not limited to, loss of revenue, loss of profits, loss of customers, loss of clients, or loss of goodwill arising in any manner from this Agreement or the performance, or nonperformance, of either party hereunder. 

9.	Force Majeure. No failure or omission by either party to carry out or observe any of the terms and conditions of this Service Agreement shall give rise to any claim against such party or be deemed to be a breach of this Service Agreement if such failure or omission arises from any cause reasonably beyond the control of that party whether caused by acts of God, insurrection, civil disorder, war, military operations, national or local emergency, acts or omissions of any government authority, industrial disputes, fire, lightning, explosion, inclement weather, fiber cuts, failure of carrier or utilities, or other similar causes beyond the control of either party.

10.	Assignment. The parties agree that Concord may assign its rights, obligations, or interests under this Agreement to any third party that acquires all or substantially all of Concord’s assets, and the Agreement shall be binding upon the acquirer and will remain in full force and effect.  Except for the foregoing, neither party shall have the right to assign any of its obligations or duties under this agreement without the prior written consent of the other party, which consent will not be unreasonably withheld.  Any assignment in contravention of this paragraph shall be void and of no force of effect as to the assignee.  

11.	Intellectual Property Rights. The parties agree that trademarks, inventions, patents, copyrights, registered designs, service marks, trade names, and all other intellectual property shall remain and continue to be owned by the party owning such property, and nothing herein shall confer or be deemed to confer on either party expressly, implied or otherwise, any rights or licenses in the intellectual property of the other, even if the intellectual property is enhanced or improved by the owner utilizing the other party’s feedback or suggestions.

12.	Number Ownership. The Direct Inward Dial “DID” numbers and the toll-free numbers assigned to Customer for the use of Services are granted to the Customer for their exclusive use during the term of this Service Agreement. Upon termination of this Service Agreement, ownership of these numbers will be transferred to Customer upon Customer’s request.  

13.	Amendment.  The Service Agreement may be amended or modified only by written agreement signed by authorized representatives of both parties.  

14.	Conflicting Provisions.  The Service Agreement shall control in the event of a conflict between the terms and conditions set forth herein and the Service Agreement.

15.	Waiver.  Failure of either party to insist upon performance of any term or condition of this Service Agreement or to exercise any right or privilege hereunder (collectively, “Waiver”) shall not be construed as a continuing or future Waiver of such term, condition, right or privilege.  No Waiver by either party of any provision of this Service Agreement shall be binding unless expressly made in writing and mutually agreed to by the parties.  

16.	Governing Law and Forum. The existence, validity, construction, operation, and effect of this Agreement shall be determined in accordance with, and be governed by, the laws of the State of Washington. Customer agrees that any action or proceeding arising out of this Agreement shall be brought and maintained in the State of Washington, King County, and hereby consents to the jurisdiction of the courts located in the State of Washington, King County.

17.	Arbitration. Failing amicable settlement within a period of thirty (30) days from the commencement of mutual discussions, any controversy, claim or dispute arising under or relating to this Agreement, including the existence, validity interpretation, performance, termination or breach thereof, shall be finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). There shall be one arbitrator selected in accordance with said AAA Rules. The language of the Arbitration shall be English. The Arbitrator will not have authority to award punitive damages to either Party. Each Party shall bear its own expenses, but the Parties shall share equally in the expenses of the Arbitration Tribunal and the AAA. This Agreement shall be enforceable, and any arbitration award shall be final, and the judgment thereon may be entered in any court of competent jurisdiction. The arbitration shall be held in King County Washington.

18.	Confidentiality. The terms and conditions of this Service Agreement, and all non-public information regarding the business of Concord or the Customer are confidential (“Confidential Information”). Without the prior written consent of the other, neither Concord nor the Customer shall disclose to any other person or entity any Confidential Information of the other unless required by law or a court of competent authority. The provisions of this section shall remain in full force and effect after expiration or termination of this Agreement. Violation of this provision by either party or its agents shall entitle the other party to injunctive relief for specific performance of the obligations described in this section without a showing of irreparable harm or injury and without bond. Confidential Information shall include all confidential and proprietary information and documentation belonging to either party, disclosed and made available to the other party, including, but not limited to, the existence of discussions between the parties, and the other party’s plans, present and future products, and policies. The parties agree that the language contained within this paragraph shall not supersede or replace obligations arising out of any duly executed nondisclosure or confidentiality agreements existing between the parties.

19.	Independent Contractor. The relationship between Concord and Customer shall be that of an independent contractor, not that of an employee, agent, or partner. Neither party, its agents, nor employees, shall be entitled to participate in, or receive any benefit or right as an employee under any benefit plan of the other party.
20.	Section Headings. The parties include section headings herein for reference purposes only and shall not in any way affect the meaning or interpretation of this Service Agreement.

21.	Counterparts; Facsimiles; E-signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.  Electronic or facsimile copies hereof shall be deemed to be originals. Each party agrees that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.