1. Access and Use

1. Subject to Customer’s payment of all applicable fees and the terms set forth herein, 1upHealth hereby grants Customer the right to access and use the Services. Customer is responsible for (a) all access to and use of the Customer’s organization account and associated individual administrator and member accounts, if any, by Customer, its employees, or third parties acting on behalf of Customer of the Services; and (b) ensuring that any use of the Services by or behalf of Customer conforms with this Agreement. Customer hereby agrees that neither it, nor its users, will do any of the following: (i) Use the Services to load, store, or transmit data that infringes the rights of third parties; (ii) Provide access to or use of the Services to anyone other than its employees, contractors, and agents; (iii) Resell, sublicense, lease, encumber, copy, or transmit the Services; (iv) Use the Services, or any part thereof, for a purpose that is abusive, deceptive, or violates any applicable state, federal or international law, including without limitation, HIPAA and any other state or federal privacy and data security laws or in violation of this Master Services Agreement, the Documentation, or any Order Form or SOW; (v) Derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Services; (vi) Use the Services in a way that materially delays, interferes with, or compromises the functionality or security of any 1upHealth products or services, or equipment, software, or systems included with or supporting such items, or that compromises the confidentiality or privacy of data loaded, stored, or transmitting using the Services; (vii) Remove or modify 1upHealth or third-party trademarks or proprietary rights notices contained in or on the Services. 
2. In addition to the foregoing, if Customer is accessing or receiving certain information via the Services on behalf of its customers and/or clients (collectively “Clients”), Customer shall be required to provide its Clients first tier and/or front-line technical support. In addition, Customer shall ensure that the Services and any data received in conjunction therewith will be used or accessed only as needed to carry out Customer’s duties to such Client(s). With respect to Protected Health Information or PHI, Customer shall only access PHI as required to carry out Customer’s duties to its Clients and Customer shall to the extent required by the “minimum necessary” requirements of HIPAA, the Customer shall only request from 1upHealth the minimum amount of PHI necessary to accomplish the purpose of the request. Customer, and not 1upHealth, shall, in the event of becoming aware of any acquisition, access, use, or disclosure of PHI in violation of this Agreement (“Improper Treatment of PHI”), shall be required to report such Improper Treatment of Protected Health Information to its Clients, directly. In addition, in the event Customer becomes aware of any Improper Treatment of PHI, Customer shall also be required to notify 1upHealth within one (1) business day of become aware of such Improper Treatment of PHI. 

1. To the extent applicable, Customer will pay the fees set forth in, and in accordance with, the relevant order form and/or statement of work (“Commercial Document(s)”) within thirty (30) days of invoicing. Fees are quoted and payable in United States dollars. All fees and payments will be due and payable thirty (30) days after the invoice date without any withholding, deduction, offset, setoff or other charge. Any payments or portions thereof due hereunder which are not paid on the date such payments are due will bear interest at a rate of the lesser of (i) 1.5% per month or (ii) the highest rate allowed by law. In addition to the foregoing, failure to pay owed amounts for a period that is longer than sixty (60) days from the date such amounts are due, may, at 1upHealth’s sole discretion, result in a late payment, limitation or suspension of Customer’s use of the Services until such overdue amounts are paid in full, or termination of this Agreement. Following the termination of the Initial Term (as defined herein) of any Commercial Document(s), 1upHealth shall be entitled to increase the fees charged for any Service once per calendar year. 1upHealth shall provide Customer with written notice of any such pricing increase at least ninety (90) days prior to the increase. Customer will be deemed to have accepted the increase if it does not dispute in writing the increase within seventy-five (75) days receipt of notice. Customer will be responsible for all federal, state and local taxes and charges imposed on Customer or with respect to the Services that are the subject of the Agreement (e.g., sales, use, excise, property, VAT, and other similar taxes). If 1upHealth pays or is required to pay such taxes or related penalties or interest on Customer’s behalf, Customer will promptly upon request pay 1upHealth all such amounts.  

1. During the term of the Agreement, the parties acknowledge that the exchange of Confidential Information may be required. The receiving Party acknowledges that the Confidential Information of the disclosing Party constitutes valuable trade secrets and proprietary information of the disclosing Party, and the receiving Party agrees that it will use the Confidential Information of the disclosing Party solely as required in furtherance its obligations under the Agreement, and solely in accordance with the provisions of the Agreement. The receiving party will use the same degree of care, but not less than a reasonable degree of care, in protecting the disclosing party’s Confidential Information to prevent unauthorized use, disclosure or publication as it uses to protect its own confidential information. The receiving party will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the disclosing Party’s prior written consent, except as otherwise permitted hereunder. However, the receiving Party may disclose the Confidential Information of the disclosing Party, in whole or in part (a) to its employees, officers, directors, attorneys, auditors, financial advisors and/or subcontractors who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Master Services Agreement; or (b) as reasonably deemed by the receiving Party to be required by Applicable Law (in which case the Receiving Party will provide the other with prior written notification thereof, will provide the disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by Applicable Law). Confidential Information will not include any information which (a) publicly known through no fault of receiving Party; (b) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was properly disclosed to receiving Party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. In the event of actual or threatened breach of the provisions of this Section, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.