1. Agreement This MSA and any ordering documents, including any applicable Service Addendum, appended hereto shall control the delivery of Services (as defined below) to Customer. Terms that are not defined herein, the applicable Service Addendum, or in a Service Order shall be defined in the context in which they are used. 2. Services Providertech shall provide to Customer the products (“Products”), or services (“Services”) set forth in any product order, service order, or statement of work attached hereto (collectively, “Service Orders”) pursuant to the terms and conditions herein and in the applicable Service Order. All Service Orders will be considered addenda to this agreement and are subject to the terms herein. 3. Term & Termination This MSA shall commence on the Effective Date and shall continue until the date on which the term of the last effective Service Order terminates, unless earlier terminated in accordance herewith. Either Party may terminate this MSA if the other Party breaches this MSA and that breach is not cured within 30 days of written notice. Either Party may terminate a Service Order if the other Party breaches that Service Order and that breach is not cured within 30 days of written notice. For the sake of clarity, a breach of a Service Order does not constitute a breach of this MSA, nor does it constitute the breach of another Service Order. Either Party may immediately terminate the MSA or a Service Order upon written notice if the other Party: (a) becomes or is declared insolvent or bankrupt; (b) is the subject of any proceeding related to voluntarily or involuntarily liquidation or insolvency which is not dismissed within 90 Days; or (c) makes an assignment for the benefit of creditors. 4. Use of Services Unless otherwise stated in a Service Order, the Services are to be used solely for Customer’s internal business purposes only and are not for resale. In order to provide the Services, Providertech may be required to have access to Customer’s practice management (“PM”) systems and data (“Customer Data”). Providertech shall only use Customer Data for the lawful business purposes outlined in the applicable Service Order and in accordance with the applicable Business Associate Agreement between Providertech and Customer. Support and Access. Providertech provides normal and customary support for its software and services, including support for its interface, without additional charge except as otherwise stated in this MSA or Service Orders. Customer agrees to provide Providertech with appropriate access to the PM systems and software as required to support and run Providertech software and services, including allowing Providertech to (1) access Customer’s database and practice management system data directly and through Providertech software programs or by other means as mutually agreed upon by Customer and Providertech; (2) allow Providertech remote support and login access to Customer’s computer systems; and (3) allow Providertech a user account on Customer’s PM systems with rights and permissions adequate to carry out Providertech’s responsibilities under this MSA and Service Orders. Customer hereby grants Providertech and its authorized technical representatives access to Customer practice management systems, data, and database together with information, and content related to the provision of health care to patients. Providertech has no obligation to Customer whatsoever if Customer cannot provide or if Customer fails to provide Providertech with requested access to Customer practice management systems and databases, whether or not such systems or databases are in Customer’s custody or control. Custom development, enhancements, and escalated, immediate, after-hours or enhanced support may be requested by Customer for a charge of $195 per hour, which shall be provided in Providertech’s sole and unilateral discretion. Providertech may charge Customer support fees for telephone or case support when technical services do not directly relate to an error or defect in Providertech software or services; such Level 1 helpdesk support is billable at $125 per hour, and Level 2 helpdesk support is billable at a rate of $150 per hour. For the sake of clarity, if Customer calls because the schedule was not updating on the Providertech website because the Providertech interface was not working because of an error or defect, there would be no charge for that call. However, if Customer called the Providertech helpdesk because Customer was unable to print, Providertech would charge an hourly rate as a billable support call. Interruption of Services. Service may be temporarily interrupted or otherwise limited for a variety of reasons; some beyond the control of Providertech. Providertech reserves the right to refuse credit allowances for interruptions of Service. Customer acknowledges that Providertech may establish general practices and limits concerning use of the Services, including without limitation, the number of text messages that may be sent by a given practice or for a particular purpose, even in the case of unlimited messaging. In the case of pay-per-message there will be a limit of 1 text message per second per Providertech phone number, with an unlimited amount of inbound text messages. Suspension of Services. Customer services may be suspended or terminated if your payment is past due. Providertech may also suspend or terminate services if it is determined that there is previously unpaid or outstanding debt to Providertech from Customer. Such suspension or termination may continue until satisfactory arrangements have been made for the payment of all past unpaid charges and may also require the posting of security collateral to resume services. While Customer services are suspended, Customer will not receive automatic credit balances (if any are due) and billing will continue for monthly charges, and any applicable promotional offers may be discontinued and revoked as determined solely by Providertech. In addition, Providertech may immediately terminate all or a portion of services or suspend services, without notice, for conduct that Providertech believes (a) is illegal, fraudulent, harassing, abusive, or intended to intimidate or threaten; (b) constitutes a violation of any law, regulation, or tariff (including, without limitation, copyright and intellectual property laws); or (c) is a violation of this agreement, of any upstream agreement Providertech has with its carriers, HIPAA, or any applicable internal policies or guidelines. Termination or suspension of the services also constitutes termination or suspension (as applicable) of Customer’s license to use any software provided by Providertech. Security and HIPAA. Customer agrees to keep confidential all passwords, user IDs, IP addresses, and other account identifiers and is solely responsible for any liability or damages resulting from Customer’s failure to maintain that confidentiality. Customer is solely and fully responsible and liable for all activities that occur under its Providertech web portal account (“Providertech Account”), password, user ID, or IP address. Providertech is solely and fully responsible and liable for all activities that occur under its Providertech Account, password, user ID, or IP address. There is a risk that unauthorized users may attempt to access data, such as through the Internet or connected networks. Providertech will take commercially reasonable and customary safeguards to protect data; nevertheless, connecting any data to the Internet creates risk. Customer acknowledges this risk as inherent to the shared nature of the services and Customer agrees to take full responsibility for taking adequate security precautions and safeguarding its data. Customer agrees to: (a) immediately notify Providertech if it suspects any breach of security such as loss, theft, public use (unrestricted, open, communal or shared use by third parties unrelated and/or not affiliated with the Customer either for profit or not for profit) or unauthorized disclosure or use of its Providertech Account, password, or user ID; (b) ensure its users exit from their respective logon sessions, as applicable at the end of each session; and (c) periodically change user passwords. Customer agrees to incorporate into its HIPAA Notice of Privacy Practices (or other similar written collateral it provides to clients and patients) statements informing such clients or patients of the use of automated communications, and to obtain their express agreement and consent to receive the same. To the extent any client or patient or other party desires to opt-out of receiving text messaging, Customer agrees to enter the appropriate phone numbers for the patient into the Providertech opt-out list. Hosted Environment. Contractor’s product and the services performed under this SOW will utilize Contractor’s hosted computing environment. This environment is physically secured 24x7x365 with onsite staff and other physical safeguards such as cabinet locks and door access controls. Customer expressly acknowledges that Contractor’s systems consist of a multi-tenanted hardware environment and that, as a shared environment, Contractor systems contain data for multiple health-care entities. Therefore, for privacy and security reasons of Contractor’s other clients, Contractor may limit or exclude Customer from technical access to Contractor’s hosted systems. Nothing in this paragraph limits Contractor’s duties, as elsewhere defined, to permanently remove or destroy any PHI in Contractor’s possession, custody, or control, related to Customer at the direction of Customer. 5. Fees & Payment Terms Customer shall pay all fees set forth in the Service Orders. Unless otherwise provided for in a Service Order, Providertech shall render invoices to Customer on a monthly basis. Payment shall be due no later than 30 days after the date of the invoice. If Customer has authorized Providertech to charge Customer’s credit card, Providertech shall charge applicable fees to Customer’s credit card, and Providertech shall not issue an invoice. Customer agrees to pay for the Services for the duration of the term of the applicable Service Orders unless otherwise provided therein. In the event Customer in good faith disputes any fees on an invoice, Customer must notify Providertech in writing of the reasons for, and the amount of, such dispute, within 30 days of the date of invoice. In such event, Customer may only withhold payment of the amount in dispute and shall pay all undisputed amounts when due. Unless subject to a good-faith dispute, amounts not paid when due shall be assessed interest at a monthly rate equal to one and one half percent (1.5%) of the amount owed or the maximum rate allowed by law, whichever is less, calculated from the date the payment was due. All invoices shall be paid in U.S. dollars. If Providertech commences legal proceedings to collect any payment and prevails, Customer shall pay Providertech’s reasonable attorney’s fees, court costs and other collection expenses. In the event Providertech is unable to develop or set up an interface required under an applicable Service Order or cannot start services for any reason, Providertech may refund your Interface and Setup fees paid pursuant to such Service Order, whereupon the parties shall have no further obligations to each other whatsoever with respect to the Service Order. 6. Taxes All fees for Services are calculated exclusive of any federal, state, or local sales, excise, value-added or similar taxes. Any taxes or similar liabilities, however denominated, that may now or hereafter be levied on the Services which are chargeable to Customer by any government authority, shall be paid by Customer. Should Providertech pay or be required to pay these liabilities, Customer shall reimburse Providertech for such payments upon receipt of an invoice and showing of indebtedness from Providertech. 7. Service Changes Providertech may make upgrades or changes to the Services which will not permanently, materially diminish the functionality of the Services without prior notice to Customer. In the event that a change to the Services would, in Providertech’s reasonable discretion, permanently, materially diminish the functionality of the Services (“Change”), Providertech shall provide Customer with written notice at least fourteen (14) calendar days prior to the date the Change is to take effect. If the Change is unacceptable to Customer, Customer may terminate the relevant Service Order without penalty by providing written notice to Providertech. Any use of the Services by Customer after the effective date of the Change will be deemed acceptance of the Change by Customer. Providertech may discontinue a Service at any time upon 30 days’ prior written notice where such discontinuance applies to all or substantially all of Providertech’s customers of such Service. 8. Intellectual Property Each Party retains all rights, title and interest in and to its intellectual property. No licenses will be deemed to have been granted by either Party to any of its intellectual property except as expressly authorized in a Service Order. Customer acknowledges that it has no proprietary interest in the Services or derivatives thereof, including, but not limited to, the servers, software, or data used by Providertech (except for data provided by Customer to Providertech) in the provision of the Services. All right, title and ownership to any software (both in object code and source code format), hardware or know-how which Providertech licenses or develops to provide the Services is owned exclusively by Providertech or its licensors. Customer agrees not to, and not to allow others to, modify, copy, or reverse engineer the Services or the software. 9. Confidentiality Each Party shall take reasonable precautions to prevent unauthorized disclosure of the Confidential Information of the other Party. Confidential Information shall mean information marked or otherwise identified as Confidential at or before the time of disclosure. Information shall not be deemed Confidential Information if: at the time of disclosure, it was in the public domain or in the possession of the receiving Party (“Receiver”); it becomes publicly known through no fault of the Receiver; it was received after disclosure from a third party who had a lawful right to disclose such information to the Receiver without any obligation to restrict its further disclosure; or is independently developed by the Receiver without use of the Confidential Information and without the participation of individuals who have had access to the Confidential Information. The Receiver may make disclosures required by court order provided the Receiver uses diligent efforts to limit disclosure and, upon request by the disclosing Party (“Discloser”), assists the Discloser in obtaining confidential treatment or a protective order. A Party receiving a court order to disclose Confidential Information shall, to the extent that it may legally do so, immediately advise the Discloser prior to making such disclosure so that the Discloser may take such other action it deems appropriate to protect the Confidential Information. In the event of any disclosure or loss of Confidential Information of the Discloser, the Receiver shall promptly and at its own expense notify the Discloser in writing and act and reasonably cooperate with the Discloser to minimize any damage resulting therefrom. The Receiver shall return or destroy the Confidential Information upon request of the Discloser, provided that it shall not be obligated to destroy copies held in electronic archives or backup systems until such time as such copies would be destroyed in the normal course of business and provided that all such copies shall continue to be treated under the terms of this MSA. 10. Use of Name & Trademarks, Service-Related Data Subject to Customer review and approval, which shall not be unreasonably withheld, Providertech may create, publish and disseminate marketing materials, including, but not limited to a case study and news release related to Customer’s implementation, use, and experience of Providertech and its services. Such marketing materials may contain Customer’s name, trademark or service marks. Providertech shall comply with reasonable trademark or service mark style guidelines as provided by Customer and shall obtain written consent of Customer for all publicly available marketing materials, which shall not be unreasonably withheld. 11. Representations, Warranties & Disclaimers Each Party represents and warrants that it has the requisite corporate power and authority to enter into this MSA and Service Orders and to carry out the transactions contemplated hereunder. Customer represents and warrants that it will comply in all respects with any export and import laws and restrictions applicable to any hardware, software, and technology delivered to the Customer and will otherwise comply with the applicable United States laws and regulations in effect during the term. Customer otherwise represents and warrants that it and its controlling affiliates are not in or from countries subject to U.S. embargo and that it is not a party identified on any governmental export exclusion lists and it will take appropriate measures to ensure that its end users, agents and subcontractors likewise are not in or from countries subject to U.S. embargo or identified on governmental export exclusion lists. Providertech represents and warrants that: it shall provide the Services in a professional and workmanlike manner and in compliance with applicable United States laws and regulations. PROVIDERTECH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR SECURE AND DOES NOT WARRANT THE SERVICES AGAINST MALFUNCTION OR CESSATION DUE TO CESSATION OR MALFUNCTION OF ANY INTERNET SERVICE PROVIDER OR ANY OF THE THIRD PARTY NETWORKS THAT FORM THE INTERNET OR THE TELEPOHONY OR TEXT-MESSAGING NETWORKS. PROVIDERTECH IS NOT RESPONSIBLE FOR THE ACCURACY OR INTEGRITY OF ANY DATA SUBMITTED BY CUSTOMER OR ITS USERS, OR FOR ANY DOWNTIME, LOSS OR CORRUPTION OF DATA THAT OCCURS AS A RESULT OF TRANSMITTING OR RECEIVING DATA OR VIRUSES DUE TO CONNECTION TO OR ACCESS OVER THE INTERNET. EXCEPT AS SET FORTH HEREIN, ALL SERVICES AND EQUIPMENT ARE PROVIDED AS IS AND AS AVAILABLE AND PROVIDERTECH MAKES NO WARRANTIES TO CUSTOMER OR TO ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, END USERS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BY WAY OF EXAMPLE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR RESULTS TO BE OBTAINED FROM USE OF THE SERVICES, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. 12. Limitation of Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER ARISING, WHICH ARE RELATED TO THIS MSA OR THE SERVICE ORDERS AND THE PROVISION OF SERVICES HEREUNDER (REGARDLESS OF WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR BREACH OF ANY TERM FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH SHALL BE THE EXCLUSIVE REMEDY OF CUSTOMER AND PROVIDERTECH’S SOLE LIABILITY. IN NO EVENT SHALL PROVIDERTECH BE LIABLE FOR ANY LOST PROFITS, DROPPED DATA, OR LOST EQUIPMENT, ANY WEBSITE OR NETWORK DOWNTIME, OR COST OF PROCURING SUBSTITUTE SERVICES. EACH PARTY’S (AND ITS AFFILIATES’) TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES HEREUNDER FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY CUSTOMER TO PROVIDERTECH IN CONNECTION WITH THE SERVICE(S) GIVING RISE TO THE DAMAGES OVER THE PRECEEDING TWELVE MONTHS FROM THE TIME THAT THE EVENT RESULTING IN LIABILITY OCCURS. THE ABOVE LIMITATION OF LIABILITY SHALL NOT APPLY TO: (A) CLAIMS ARISING FROM A PARTY FAILING TO COMPLY WITH LAWS; (B) MISUSE OF THE SERVICES IN VIOLATION OF THE TERMS OF THIS AGREEMENT; OR (C) CLAIMS FOR WHICH A PARTY HAS AN INDEMNIFICATION OBLIGATION. ALL DAMAGES ORDERED BY A COURT FOR WHICH AN INDEMNIFICATION OBLIGATION IS OWED SHALL BE DEEMED DIRECT DAMAGES FOR PURPOSES OF THIS SECTION. 13. Indemnification Each Party will indemnify and defend any action by a third party brought against the other Party, its affiliates, directors, officers, employees, or agents (i) as set forth in the applicable Service Order, and (ii) arising in connection with infringement, misappropriation or violation of any United States copyright, trade secret or trademark (related to materials or data provided by Customer to Providertech, in the case of Customer; or as a direct result of Providertech’s provision of the Services, in the case of Providertech), except to the extent that such claim is based on use of a Service or Product in a manner that is not authorized (A) under this MSA or a Service Order or (B) by Customer specifying the manner in which Providertech was to perform. In addition to the foregoing indemnification obligations, if all or any part of a Product or Service is, or in the reasonable opinion of Providertech may become, the subject of a claim of infringement, misappropriation or violation of a third party’s intellectual property rights, Providertech may, at its sole discretion and expense, either (a) procure for Customer the right to continue receiving and using the Products or Services; or (b) replace or modify the allegedly infringing aspect of the Product or Services to make it non-infringing, without altering its functionality; or (c) terminate the relevant Service Order and reimburse Customer for any fees paid in advance for Services that will not be delivered due to such termination. Upon receiving notice of any claim covered by the indemnity obligations set forth in the MSA or a Service Order, the indemnified Party shall promptly notify the indemnifying Party in writing of the claim. The indemnifying Party may assume sole control of the defense of any such claim, except that the indemnified Party may, at its own cost and expense, participate through its attorneys or otherwise, in such investigation and defense. The indemnified Party shall provide the indemnifying Party reasonable assistance regarding such claim at the indemnifying Party’s expense. Unless a settlement is solely for monetary damages for which the indemnified Party is fully indemnified hereunder, the indemnifying Party shall not settle any claim without the indemnified Party’s prior, written consent, which shall not be unreasonably withheld or delayed. 14. Business Associate Agreement 14.1 This section only applies if Providertech and Customer have not otherwise entered into a separate business associate agreement. 14.2 With respect to protected health information (which has the definition and scope required by HIPAA), Providertech agrees to: 14.2.1 Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law. 14.2.2 Use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement. 14.2.3 Report to Customer any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware. 14.2.4 In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of Providertech agree to the same restrictions, conditions, and requirements that apply to Providertech with respect to such information. 14.2.5 Make available protected health information in a designated record set to Customer as necessary to satisfy Customer’s obligations under 45 CFR 164.524. 14.2.6 Make any amendments to protected health information in a designated record set as directed or agreed to by Customer pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Customer’s obligations under 45 CFR 164.526. 14.2.7 Maintain and make available the information required to provide an accounting of disclosures to Customer as necessary to satisfy Customer’s obligations under 45 CFR 164.528. 14.2.8 To the extent Providertech is to carry out one or more of Customer’s obligations under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Customer in the performance of such obligations. 14.2.9 Make its internal practices, books, and records available to the Secretary of the United States Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules. 14.3 Permitted Uses and Disclosures by Providertech 14.3.10 Providertech may only use or disclose protected health information as necessary to perform the services set forth in this MSA and the Service Orders. 14.3.11 Providertech may use or disclose protected health information as required by law. 14.3.12 Providertech agrees to make uses and disclosures and requests for protected health information consistent with Customer’s minimum necessary policies and procedures. 14.3.13 Providertech may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Customer. 14.4 Obligations of Providertech Upon Termination. Upon termination of this MSA for any reason, business associate shall return to covered entity or destroy all protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, that the business associate still maintains in any form. Business associate shall retain no copies of the protected health information. 15. General 15.5 Assignment. Neither Party may assign nor otherwise transfer, including by operation of law, all or any portion of its rights or obligations under this MSA without prior written consent of the other Party, which consent shall not be unreasonably conditioned, withheld or delayed, except that either Party may assign this MSA without consent to (a) any Affiliate of such Party; (b) an entity that acquires all or substantially all of the assets of such Party; or (c) a successor in a merger or acquisition. Any assignment or transfer in violation of this Section shall be void and have no effect. 15.6 Notices. Notice of non-renewal of a Service Order shall be given as set forth in the applicable Service Order. Any other notice, or in the absence of instructions in the applicable Service Order, required under this MSA or a Service Order, other than routine operational communications, shall, if to Customer, be sent to Customer at the address set forth in the signature block hereof and marked Attention: Contract Management, and if to Providertech, be sent to Providertech at the address set forth above and marked Attention: General Counsel. Notices shall be deemed given: (a) one business day after being transmitted with delivery costs paid via an express, overnight courier with delivery tracking; (b) upon delivery when sent by confirmed facsimile with a copy delivered by another means specified in this Section; or (c) upon delivery when an authorized employee of the receiving Party accepts receipt in writing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid. A Party may change its address or designee for notice purposes by giving prior written notice of such and the date upon which it will become effective. Providertech may contact Customer via e-mail and/or mail concerning routine operational communications, Service changes, upgrades, new Services or other relevant information. 15.7 Services. Providertech may perform any of the Services through affiliates or subcontractors, provided that Providertech shall remain responsible for its obligations hereunder. 15.8 Counterparts. This MSA and Service Orders may be executed in counterparts that together constitute an agreement. 15.9 Relationship of Parties. Unless explicitly stated in a Service Order and then only to the limited extent set forth in such Service Order, the Parties are independent contractors and nothing herein creates a relationship of partnership, employer and employee, or principal and agent. Neither Party has the authority to bind, act on behalf of, or represent the other. 15.10 Severability and Modification. If any provision of this MSA or a Service Order is adjudged by a competent authority to be invalid, void, or unenforceable under applicable law, such provision will be modified or eliminated to the minimum extent necessary to effect the intent of the Parties, and the remainder of the provision and the MSA or Service Order will not be affected thereby and will continue in full force and effect. 15.11 Waiver of Default. No waiver or discharge hereof shall be valid unless in writing and signed by the Party against which such amendment, waiver, or discharge is sought to be enforced. A delay or omission by either Party to exercise any right or power under the MSA or a Service Order shall not be construed to be a waiver thereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant. 15.12 Amendments. No alteration, amendment, waiver, or other change in any term or condition of this MSA or a Service Order shall be binding unless mutually agreed to in writing by an authorized representative of each Party. 15.13 Survival. Any provision of the MSA or a Service Order which contemplates performance or observance subsequent to any termination or expiration (in whole or in part) shall survive any such termination or expiration and continue in full force and effect; such surviving provisions include, but are not necessarily limited to, all provisions in Sections 6, 8, 9, 11, 12, 13, 14, 15. 15.14 Third Party Beneficiaries. Unless expressly provided for otherwise, this MSA or a Service Order shall not be deemed to create any rights in third parties, including end users, or to create any obligations of a Party to third parties. 15.15 Export Control. Providertech is subject to regulation by agencies of the United States government, including regulations which prohibit export of certain equipment, technology, hardware and software to certain countries. Any obligations of Providertech to Customer hereunder shall be subject to, and if applicable, limited by, such laws and regulations. Customer agrees to abide by all applicable import/export laws as they apply to any Providertech Products or Services. 15.16 Governing Law. The MSA and Service Orders shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard to its conflict of law principles. The Parties hereby expressly opt-out of applicability of any state’s version of the Uniform Computer Information Transactions Act. 15.17 Force Majeure. A Party shall be excused from any delay or failure in performance of its obligations hereunder to the extent caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, acts of terrorism, civil disorder, war, national or local emergency, strikes, acts of government, compliance with any statutory obligation or governmental requirements, fire, flood, or weather of exceptional severity (“Force Majeure Events). Neither Party shall be liable for any loss or damage resulting from Force Majeure Events, provided that such Party uses all commercially reasonable efforts to avoid or remove such causes of nonperformance. 15.18 Arbitration. Limitation of Claims. Any dispute arising out of or relating to this MSA or a Service Order, or the breach thereof, with the exception of disputes directed to scope or ownership of intellectual property rights or violation of restrictions on the use of data, as applicable, will be settled by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and its Optional Procedures for Large, Complex Commercial Disputes. The arbitration will be heard and determined by a panel of three arbitrators selected by the AAA, and each arbitrator will be an attorney having experience and familiarity with information technology disputes. The arbitrators will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions of arbitrability, including but not limited to, choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this agreement to arbitrate. Each Party will bear its own costs relating to such arbitration, and the Parties will equally share the arbitrators’ fees. The arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrators that adequately protects the confidential nature of the Parties’ proprietary and Confidential Information. All parties to the arbitration (or any other dispute related to this MSA) must be individually named. There shall be no right or authority—and Customer hereby waives any right—for any claims related to this MSA to be arbitrated or litigated on a class action or consolidated-plaintiffs basis. In no event will any arbitration award provide a remedy beyond those permitted under this MSA or a Service Order, and any award providing a remedy beyond such will not be confirmed, no presumption of validity will attach, and such award will be vacated. Either Party may, without waiving any remedy under this MSA or a Service Order, seek from any court of competent jurisdiction within the State of Arizona any interim or provisional relief that such Party deems necessary to protect its Confidential Information pending the establishment of the arbitral tribunal or pending the arbitral tribunal's determination of the merits of the claim. In any event, no action arising out of any breach or claimed breach of this MSA may be brought by either Party more than six months after the cause of action has accrued; a cause of action will be deemed to have accrued when a Party knew or reasonably should have known of the claimed breach or harm. 15.19 Order of Precedence. In any conflict between the terms and conditions of the MSA and a Service Order, the Service Order shall control. 15.20 Construction. Each Party acknowledges that it has reviewed this MSA and any Service Order attached hereto. It is the Parties’ intent that this MSA and Service Orders will not be construed against either Party, and in the event of an ambiguity or question of intent or interpretation arises, the MSA and Service Orders be construed as if drafted jointly by the Parties with no presumption favoring or disfavoring any Party by virtue of authorship of any term. 15.21 Further Assurances. Each Party agrees that it shall execute and deliver such other documents and take such other actions as may be requested to affect the transactions contemplated hereunder or under a Service Order. 15.22 Entire Agreement. The MSA and any Service Order appended hereto constitutes the entire agreement between the Parties with respect to the subject matter in this MSA and Service Orders, and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained therein. 15.23 Cumulative Remedies. Except as otherwise expressly provided, all remedies provided for in this MSA shall be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity or otherwise.