Last Revised: May 19, 2023

Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is between Cerbo, LLC (“Cerbo”) and the corporate entity identified in the signature section below (“Client”, “you”, “your”). Cerbo and Client may collectively be referred to as “Parties” and separately as context implies “Party”. The Parties accordingly agree as follows:

1. Services

a. General. The “Services” include electronic health records, practice management, Patient Portal, mobile application (“App”) and/or other related products offered by Cerbo. Additional information about how to properly access and use the Services may be found in the applicable Order Form and/or at the following Website: (“Specifications”).

b. Business Associate Terms. Client may be a Covered Entity and Cerbo may be a Business Associate within the meaning set forth in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (together referred to as the “HIPAA Rules”). Accordingly, the Parties incorporate the Business Associate Agreement attached as Exhibit A into this Agreement.

2. Use Rights and Intellectual Property Rights

a. Client Materials. Client may input or store PHI (as defined by the HIPAA Rules) and other information (“Client Materials”) into the Services. Client grants Cerbo a non-exclusive, worldwide, royalty-free, non-transferable license to use Client Materials to the extent necessary to make the Services available to Client, Client’s Users, and Client’s Customers (as applicable). The term of this license expires upon termination of this Agreement. Client represents and warrants that it has obtained all necessary rights, licenses or other authorizations from Client’s Customers and Users to grant the license set forth in this Section 2. “Client’s Customer” for purposes of this Agreement means the person who is the subject of data that is input into the Services. “Users” means employees, contractors, or agents who Client has authorized to access and use the Services.

b. The Services. Subject to Client’s obligations herein, Cerbo grants Client and its Users a non-transferable, non-exclusive, non-assignable license, during the term of Client’s subscription (the “Subscription Term”), to access and use the Services (including any Updates thereto) for internal business purposes as set forth in this Agreement. Cerbo reserves all rights not expressly granted herein. “Updates” means bug fixes, improvements, modifications, and patches Cerbo periodically deploys in connection with the maintenance of the Services. Client agrees to accept all Updates to the Services provided by or at the direction of Cerbo.

  • i. The Services are accessed via User subscriptions and may be accessed by no more than the specified number of Users. User subscriptions may not be shared or used by more than one User, except with written agreement from Cerbo in cases where (1) Users will not have access to any PHI, or (2) Client takes full responsibility for maintaining detailed access logs for individuals using a shared User account. Client may add Users at any time. Billing for newly-added Users is effective immediately. Client may remove User subscriptions by removing the corresponding User account; thereafter; billing for that user will be removed within 30 days. Client agrees to keep User accounts current, and is responsible for regularly reviewing their invoice. Cerbo will neither remove nor reimburse Client fees that are invoiced due to Client’s error (for example, failure to remove a User or service). Cerbo will, however, correct its own invoicing error when Client provides Cerbo with written notice of the same within 180 days of the invoice date.

  • ii. Client is responsible for ensuring all Users comply with the requirements associated with the Services and is solely responsible for any harm, damage, or claims resulting from a User’s use of the Services. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify Cerbo promptly upon learning of any such unauthorized access or use.

c. Aggregated Data. Subject to the terms and conditions of this Agreement, Client grants to Cerbo a limited, non-exclusive, non-assignable, non-transferable right and license to use aggregated, de-identified Client Materials (“Aggregated Data”) to improve the Services, create new services, or for reporting purposes, both internally and commercially, provided that such Aggregated Data does not identify Client’s Customers or reveal PHI, does not identify Client, and does not reveal proprietary business information of Client. All PHI and uses of PHI are subject to the Business Associate Agreement between the Parties.

d. Intellectual Property Rights. “Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.

  • i. Cerbo’s Ownership Rights. As between the Parties, Cerbo retains all Intellectual Property Rights in and to the Services and any other proprietary information provided to Client pursuant to the terms of this Agreement.

  • ii. Client’s Ownership Rights. As between the Parties, Client retains all Intellectual Property Rights in and to Client Materials.

e. Feedback. If Client provides Cerbo with oral or written feedback, suggestions, or recommended changes to the Services or related products or services, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Cerbo is free to use such Feedback without any attribution or compensation to any party, for any purpose whatsoever. Client hereby assigns to Cerbo on behalf of itself, and on behalf of its agents, all right, title, and interest in and to Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein. Cerbo is not required to use any Feedback.

f. Restrictions. Neither Client nor its Users shall directly or indirectly:

  • i. copy, scrape, archive, modify, translate, adapt, or otherwise create derivative works of the Services or any part thereof;

  • ii. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code associated with the Services or any part thereof;

  • iii. remove, copy, delete, alter, or obscure any trademarks or any copyright used in connection with the Services;

  • iv. use the Services in violation of any applicable law, regulation, or rule;

  • v. circumvent, remove, alter, degrade, or thwart any protections of the Services;

  • vi. use the Services to develop a competing product or service, or for any purpose that is to Cerbo’s commercial disadvantage;

  • vii. take action that imposes or may impose an unreasonable load on the technical infrastructure used to support Services;

  • viii. make the Services available to an unauthorized third-party;

  • ix. sell, resell, or lease the Services without Cerbo’s express written permission;

  • x. knowingly, recklessly, or negligently use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

  • xi. knowingly, recklessly, or negligently use Client Materials that contain a virus, Trojan horse, worm, trapdoor, backdoor or malicious code that the purpose of which is:

(i) to disrupt, damage, destroy, alter or interfere with the use or operation of any of the software, firmware, hardware, data, programs or computer or telecommunications facilities; or

(ii) to perform functions which are not an appropriate part of the functionality of the Services and the use of such would result in the disruption of the Services;

  • xii. interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;

  • xiii. disable or reconfigure any portion of the Services;

  • xiv. attempt to gain unauthorized access to the Services or related systems;xv. copy, frame, or mirror any part or content of the Services (other than on Client’s own intranets or otherwise for Client’s own internal business purposes), reverse engineer the Services, or create derivative works based on the Services;

  • xvi. Download, save, copy, or print any databases, in whole or substantial part, provided by Cerbo as part of the Services.

g. Service Limitations. The Services are subject to usage limitations, with extraordinary usage potentially incurring additional charges as follows:

  • i. Disk space. If Client Materials storage exceeds 50G per full time provider subscription on the account, Cerbo may apply an additional data storage charge.

  • ii. Page views. If public-facing websites provided via the Services (like the Patient Portal) experience more than 500,000 page views per month, Cerbo reserves the right to apply additional usage charge.

  • iii. Calls against Cerbo’s programming interface. Client may not make calls against Cerbo’s application programming interface at a peak rate of more than 20 calls per second, or an average rate of more than 5 calls per second.

  • iv. Dependent resources. Dependent resources, such as images, JavaScript files, and CSS that are hosted on Cerbo’s servers may not be embedded in external websites or applications.

  • v. Support and Availability. Cerbo provides troubleshooting and general support for the Services to Clients during its normal business hours. Cerbo will use commercially reasonable efforts to ensure Services are available on a 24/7 basis except for

(i) planned downtime, in which case Cerbo will use commercially reasonable efforts to provide 8 hours prior notice, or

(ii) any unavailability caused by circumstances beyond Cerbo’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Cerbo’s employees), or internet infrastructure failures or delays. Cerbo is not responsible for providing troubleshooting support for hardware settings or functionality, any software other than the Services, or for functionality that is provided by a third-party but made available to Client within the Services via an integration. Client agrees to hold Cerbo harmless for any errors that are the result of their own hardware settings or functionality, any software other than the Services, and third-party functionality, and to work directly with the applicable provider to resolve issues related to the same.

3. Representations, Warranties and Disclaimers

a. Cerbo Authorization. Cerbo represents and warrants that: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement without any further ratification or approval; (ii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated in this Agreement violate or conflict with any obligation, contract, lease or license which could reasonably be expected to interfere with the consummation of the transactions contemplated in this Agreement; and (iii) it has the right, power and authority to grant the rights and licenses under this Agreement free and clear of any claims, liens and encumbrances.

b. Services. Cerbo warrants and represents that during the Subscription Term, the Services will substantially conform with Specifications.

c. Client Authorization. Client warrants and represents: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement without any further ratification or approval; (ii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated in this Agreement violate or conflict with any obligation, contract, lease or license which could reasonably be expected to interfere with the consummation of the transactions contemplated in this Agreement; and (iii) it has the right, power and authority to grant the rights and licenses under this Agreement free and clear of any claims, liens and encumbrances.

d. Use of Services. Client warrants and represents it will comply with applicable law with respect to its access and use of the Services and that it is solely responsible for the accuracy, quality, integrity, and legality of all Client Materials used in connection with the Services, or that Users enter into, accept into, or access via the Services or create using the Services, and of the means by which Client and Users acquire such Client Materials.

e. Customizations. Client warrants and represents that it is solely responsible for the accuracy, quality, and legality of any custom element of the Services that Cerbo makes available to Client at Client’s direction and request (“Custom Element”), including modifications to the Patient Portal, custom electronic patient forms, and charting templates.

f. Safeguards. Client represents and warrants that if its opts to allow Client’s Customers access to PHI via the Patient Portal, Client assumes sole responsibility for setting up access rules and safeguards sufficient to ensure that unauthorized parties do not gain access to Client’s Customers’ electronic records.


4. Third Party Services

a. Third-Party Products and Services. The Services may include the option for Client to use additional services from third-party business that are neither owned nor controlled by Cerbo (“Third-Party Services”). Third-Party Services linked to the Services have separate terms and conditions that apply to your use of the same. Cerbo neither endorses nor promotes the use of Third-Party Services. You are solely responsible for your use of Third-Party Services.

b. Embedded Third-Party Services. Some features of the Services rely on third-party applications, such as maps, payment processing, electronic fax, etc. (“Third-Party Applications”). Such features are provided by Cerbo to Client as a convenience and depend on the continuing availability of the relevant API, program, or data. Client does not obtain any right, title, or interest in or to Third-Party Applications by virtue of their inclusion in, or interoperation with, the Services, which right, title, and interest remain with the applicable providers of such Third-Party Applications (“Third-Party Service Provider”). If a Third-Party Service Provider ceases to make their API, program, or data available on reasonable terms for the Services, Cerbo will attempt to find a replacement to avoid interruption of the impacted feature(s) of the Services, but may cease providing such feature(s) without entitling Client to any refund, credit, or other compensation.

c. Data Security of Third-Party Services. If Client requests that Client Materials be sent from the Services to Third-Party Service Providers or via Third-Party Applications (either programmatically/automatically or via data export), Client is solely responsible for transferred Client Materials and HIPAA Rules compliance of such Third-Party Services. Cerbo disclaims all responsibility for such information once it is transferred out of the Services.

d. e-Prescribing via the Surescripts Network. The Services may include e-prescription via the Surescripts network under the following terms and conditions. However, neither Cerbo nor Surescripts make any guarantee that a Client will gain or retain access to the Surescripts Network or associated Services.

e. Audit. If Client uses the Surescripts network, Client shall allow Cerbo or Surescripts to access, inspect, and audit Client’s records relating to the use of the Surescripts network upon request. The costs of such inspection or audit are the responsibility of the requesting Party, and the audit may not cause an unreasonable disruption to Client’s operations.

f. Background screenings. Prior to using the Surescripts network, Client shall obtain at Client’s own expense a background screening for each of Client’s employees and contractors whose job description or functional duties require or contemplate access (other than incidental or infrequent access) to any PHI. Such background screening must be conducted at the federal, state and county level and at a minimum include background criminal and residency of the applicable individual for the previous 7 years (i.e., search of all counties in which individual has resided within the preceding 7 year period), neither of which may contain any felony or misdemeanor conviction within the past 7 years that related to fraud or theft. Surescripts may reasonably modify their background screening requirements in conformance with industry best practices, in which case Client shall update Client’s background screening policy or conduct additional background screening as necessary. Promptly upon written request, Client shall provide a written affidavit certifying Client’s compliance with this provision.

5. Fees and Payment for the Services

a. User Fees. Client shall promptly pay all fees associated with Client’s usage of the Services. Except as otherwise specified, fees are: (i) quoted and payable in United States dollars; (ii) based on subscriptions for access and not actual usage; and (iii) non-refundable.

b. Invoicing and Payment. Unless agreed otherwise between the parties, Client shall provide Cerbo with valid and current credit card or bank account direct debiting information. Client authorizes Cerbo to automatically charge such credit card or bank account in advance each month for Client’s subscription charges and set up installment, if applicable, as well as for any one-time charges incurred by Client. Client is responsible for providing Cerbo with complete and accurate billing and contact information. Client agrees to pay the full invoice amount upon receipt of the applicable invoice.

c. Overdue Charges. If Client fails to pay any invoice in full, Cerbo’s in its sole discretion, after notifying Client in writing and providing Client with 5 business days to pay the overdue amounts, may apply overdue charges to Client’s account at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

d. Suspension and/or Termination of Services. Cerbo, in its sole discretion, may set the Services to “read-only” for Client’s failure to pay any invoice within 30 days. If a Client’s invoice is delinquent for a period of 60 days, Cerbo, in its sole discretion, may immediately terminate this Agreement and Client’s access to and use of the Services. In the event Cerbo exercises its rights under this Section 5(b), the Agreement will automatically terminate and Cerbo will promptly return Client Materials used with the Services.

e. Payment Disputes. Cerbo shall not exercise its rights under Section 5(c) (Overdue Charges) or 5(d) (Suspension of Service and/or Termination of Services) if the applicable charges are under reasonable and good-faith dispute and Client is cooperating diligently to resolve the dispute, or if the failure to pay on time is a result of Cerbo’s mistake or oversight.

f. Pricing Increases. Cerbo reserves the right to change the pricing for the Services at any time during the Subscription Term, upon written notice to Client. Cerbo shall give Client at least 30 days prior written notice of any price increases applicable to Client’s existing subscriptions.

g. Taxes. Unless otherwise stated, Cerbo’s fees do not include any taxes, levies, duties or similar governmental assessments of any kind (collectively, “Taxes”). Client is responsible for paying all Taxes assessable based on Client’s purchases under this agreement. If Cerbo has the legal obligation to pay or collect Taxes for which Client is responsible, the amount will be invoiced to and paid by Client. For clarity, Cerbo is responsible for taxes assessable based on Cerbo’s income, property, and employees.

6. Confidentiality

a. Definition of Confidential Information. As used in this agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure. Cerbo’s Confidential Information includes the Services and all databases included as part of the Services; Client’s Confidential Information includes all of Client’s Customers’ data; and Confidential Information of each Party includes the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party lawfully having possession and without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without knowledge or use of the Confidential Information.

b. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement, and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this agreement and who are under written obligations of confidentiality with the Receiving Party containing protections no less stringent than those in this agreement.

c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by applicable law or regulation to do so. However, to the extent legally permitted, the Receiving Party shall give the Disclosing Party prompt prior written notice of such compelled disclosure and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. Limitation of Liability and Exclusions

a. Limitation of Liability. Except for violation of Intellectual Property Rights, gross negligence, willful misconduct and subject to the Business Associate Agreement between the Parties, in no event will either Party, their affiliates, or third party service providers, or any of their respective directors, officers, employees, or agents, be liable to the other Party, Client’s Users, or any third party whose claim is related to this Agreement (i) for lost profits, lost revenues, lost business opportunities, or exemplary, punitive, special, incidental, indirect, consequential, or similar damages, regardless of whether such damages were foreseeable or whether the applicable entity was advised of the possibility of such damages; or (ii) for any claims, damages, or costs of any nature in excess of the total amount paid by Client hereunder in the 12 months preceding the earliest event giving rise to such liability, except for direct damages caused by the Party’s unauthorized release of PHI, gross negligence, or willful misconduct. The foregoing does not apply to the extent prohibited by applicable law.


8. Indemnification

a. Cerbo. Cerbo shall defend Client against any claim, demand, suit, or proceeding (“Claim”) made or brought against Client by a third party alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party or violate applicable law, or alleging an unauthorized release of or access to PHI caused by Cerbo or by a company contracted directly by Cerbo without Client’s involvement (i) as a server company to store PHI, or (ii) to provide electronic faxing services. Cerbo shall indemnify Client for damages finally awarded against, and for reasonable attorney’s fees incurred by Client Indemnitees as a result of such Claim. Provided, however, that Cerbo’s indemnification obligation does not apply to any Claim to the extent that such Claim arises out of Client’s gross negligence or willful misconduct, or out of a use of the Services other than as permitted under this Agreement, or that relates specifically to any Custom Element, Client Materials, or the content of Client’s PHI (rather than its unauthorized release or access). Further, Cerbo’s indemnification obligations with respect to a Claim arising from an unauthorized release of PHI remain subject to the Business Associate Agreement between the Parties and will be mitigated to the extent that Client’s own actions or inactions contributed to causing such unauthorized release of or access to PHI/Client Materials.

b. Indemnification by Client. Client shall defend Cerbo, its affiliates, and their respective directors, officers, employees, and agents (collectively “Cerbo Indemnitees”) against any Claim made or brought against Cerbo Indemnitees by a third party arising from: (i) Cerbo’s use of Client Materials, (ii) Client’s use of the Services (including the Patient Portal), (iii) Client’s use of Third-Party Services, (iv) Client’s violation of this Agreement, (v) Client’s Users use of Services, or (vi) third-party claims alleging Client Materials, or any Custom Element infringe or misappropriates the Intellectual Property Rights of a third party or violate applicable law, and shall indemnify Cerbo for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Cerbo in connection with any such Claim. Provided, however, that Client’s obligation to defend and indemnify Cerbo do not apply to the extent that any such Claim arises out of Cerbo’s gross negligence or willful misconduct.

c. Indemnitee’s Obligations. The indemnified Party (the “Indemnitee”) shall (i) promptly give the indemnifying Party (the “Indemnitor”) written notice of the Claim; (ii) give the Indemnitor sole control of the defense and settlement of the Claim (provided that the Indemnitor may not settle any Claim unless the settlement unconditionally releases the Indemnitee of all liability, and (iii) provide to the Indemnitor all reasonable assistance, at the Indemnitor’s expense. The indemnification obligation is relieved for the portion of any losses caused by the Indemnitee’s failure to give such notice, sole control, or assistance.

d. Exclusive Remedy. Except where otherwise provided, this Section 8 (Indemnification) states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of Claim described in this Section.

9. Terms and Termination

a. Term of Agreement. This Agreement commences on the date it is signed by both Parties (the “Effective Date”) and continues on a month-to-month basis until terminated in accordance with the following provisions (the “Term”).

b. Term of Purchased User Subscriptions. Each User subscription for the Services commences on the date agreed between the Parties and automatically renews on a month-to-month basis until terminated. Termination of all the User subscriptions associated with Client’s account will be treated as termination of this Agreement.

c. Termination. Client may terminate any User subscription or this Agreement with at least 30 days prior written notice to Cerbo. Cerbo may terminate this Agreement with at least 90 days prior written notice to Client. If Client terminates this Agreement within 30 days after the Effective Date, Client will be entitled to a refund of all User subscription fees but not for other charges incurred, including for set up, data transfer, and customization. If Client terminates at any other time, Client will be entitled to a prorated refund of prepaid User subscription fees, if any, applicable to any period(s) after the effective date of termination. Termination does not relieve Client of the obligation to pay any fees payable to Cerbo for the period prior to the effective date of termination.

d. Return and Destruction. Upon request by Client made during the Term of this agreement or within 90 days after the date this Agreement is terminated, Cerbo shall promptly make Client Materials available for Client to download. After such 90-day period, Cerbo has no obligation to maintain any of Client Materials. Cerbo shall destroy all of Client Materials in Cerbo’s systems or otherwise in Cerbo’s possession or under Cerbo’s control (i) promptly upon Client’s written request or, (ii) absent Client’s written request, no sooner than 90 days and no later than one year after the effective date of termination of this Agreement.

e. Surviving Provisions. All rights and obligations of the Parties which by their nature or the context are intended to continue beyond expiration or termination of this Agreement will survive such termination or expiration, including without limitation: Sections 2(a), 2(d), 5(a), 5(b), 5(c), 5(g), 6, 7, 8, 9(e), and 11.

10. The Services through an App

a. Accessing the Services through a mobile device. Your use of the Services through a mobile application (an “App”) may be subject to separate fees from your mobile telecommunications provider. Your telecommunications provider is solely responsible for mobile services it provides you and Cerbo assumes no responsibility for such service, or the payment of fees associated with your mobile device.

b. GPS Tracking. You understand that your mobile device is equipped with a GPS application and that this data may be used in connection with your use of the Services. BY USING THE SERVICES THROUGH AN APP YOU AND YOUR USERS CONSENT TO GPS LOCATION TRACKING THAT MAY OCCUR AS A RESULT OF SUCH USE.

11. General Provisions

a. Notice. Except as otherwise specified in this agreement, all notices, permissions, and approvals hereunder must be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the 5th business day after mailing, (iii) the 2nd business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (however email is not sufficient for notices of termination or an indemnifiable claim). Notices to Client will be addressed to the contact(s) designated by Client. Cerbo provides otherwise, notices to Cerbo will be addressed to:

Address: 350 SE Mill St., Suite 11 Portland, OR 97214
Phone: (541) 391-4600, Facsimile: (503) 825-7281

b. Choice of Law. This agreement is governed by the laws of the State of Delaware without regard to conflicts of law principles. All disputes arising under this agreement must be brought in the state and federal courts located in Portland, Oregon, as permitted by law. Each Party consents to the jurisdiction and venue of any such court in any such action or proceeding.

c. Waiver of Jury Trial. Each Party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

d. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

e. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

f. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement is a waiver of that right. Other than as expressly stated, the remedies provided are in addition to, and not exclusive of, any other remedies of a Party.

g. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the Parties agree that such provision should be modified by the court and interpreted to accomplish the objectives of the original provision to the fullest extent permitted by law. Any provision that is modified or invalidated by a court of competent jurisdiction should be considered severable from the remaining provisions, which will remain in effect.

h. Attorney Fees. Client shall pay on demand all of Cerbo’s reasonable attorney’s fees and other reasonable costs incurred by Cerbo to collect any fees or charges which are established to be due to Cerbo under this Agreement following Client’s breach of Section 5(b) (Invoicing and Payment).

i. Assignment. Neither Party may assign any of its rights or obligations under this agreement, whether by operation of law or otherwise, without the prior written consent of the other party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this agreement in its entirety, without the consent of the other Party, to an affiliate (any entity that controls, is controlled by, or is under common control with the subject entity, where control means ownership of more than 50% of the voting interests) or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. A Party’s sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party’s election, termination of this agreement upon written notice to the assigning Party.

j. Entire Agreement. This Agreement, including all exhibits and addenda and all Order Forms and Business Associate Agreements, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous Agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement is effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment, or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this agreement and any annex or addendum hereto or any Order Form, the terms of this Agreement shall control unless such annex, addendum, or Order Form explicitly states therein the intent of the parties to deviate from the terms of this Agreement.

k. Audit. Cerbo may audit Client’s and Users’ usage of the Services at any time. Client shall cooperate and provide reasonable assistance in such audits by providing supplemental records as reasonably requested by Cerbo and its auditors (“Audit”). Client agrees to reimburse Cerbo in the full amount it cost Cerbo to conduct an Audit if the results indicate Client’s breach of this Agreement.

l. Electronic Communications. By registering for the Services, Client on its own behalf and on the behalf of its Users agree to receive email communications from Cerbo. Even if the applicable User unsubscribes from receiving notifications, Cerbo may continue to send important notifications and updates related to the Services.

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