Terms of Service

Review our Terms of Service for Camber’s medical billing RCM AI software, covering usage, responsibilities and data practices.

Terms of Service Addendum I: Camber General Terms of Service ‍The following terms of service, together with the Order Form, the Camber Privacy Policy, and the Business Associate Agreement, form the “Agreement” between Camber and Customer. In the event of any conflict between the Camber General Terms of Service and the Order Form, the Privacy Policy, or the Business Associate Agreement, the Order Form will govern to the extent consistent with applicable law or unless expressly stated otherwise. 1. Definitions.In this Agreement, the following terms have the meanings specified or referred to in this Section 1 and shall be equally applicable to both the singular and plural forms. The words “including,” “include” and “includes” shall each be deemed to be followed by the term “without limitation.”“Authorized Service User” mean any of Customer’s employees and independent contractors working for Customer in the ordinary course of Customer’s business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Customer to access the Service. “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, the specified Person. “Camber IP Rights” has the meaning set forth in Section 6. “Camber Parties” has the meaning set forth in Section 10. “Camber Technology” has the meaning set forth in Section 6. “Confidential Information” has the meaning set forth in Section 7. “Control” means (a) the possession, directly or indirectly, of the power to vote 50% or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, by contract or otherwise.‍ “Customer Claim” has the meaning set forth in Section 9. “Customer Data” means (i) any electronic data, client data, patient data, information, or material that Customer makes available, provides, uploads, or submits to Camber in connection with this Agreement, and (ii) any electronic data, client data, patient data, information, or material generated from or in connection with Customer’s use of the Service (including any Authorized Service User). “Customer Marks” means the trademarks, service marks, copyrights, intellectual property, symbols, logos, emblems, decals, designs, colors, likenesses, or other visual representations of Customer, as such trademarks and other marks may be modified by Customer from time to time.“Excluded Damages” has the meaning set forth in Section 10. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time. “Law” has the meaning set forth in Section 7.“Person” means an individual, corporation, limited liability company, partnership, sole proprietorship, joint venture, or other form of organization or governmental agency or authority. “Service” means Camber’s automated billing software and revenue cycle management system, which includes (i) data management, (ii) claims processing, (iii) payment posting, (iv) claim denial management, (v) patient statement processing, (vi) insights and reporting, (vii) workflow tools for task resolution and (viii) a user interface for viewing claims and payments and accessing reports. ‍ 2. License. Grant. Camber hereby grants Customer a limited, non-exclusive and non-transferable license, without right of sublicense, during the term set forth on the Order Form, to access, display, and use, within the United States, the Service, and to permit Authorized Service Users to access and use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Camber. Scope. The license granted to Customer hereunder is solely for Customer’s internal business purposes and is limited to the access, display, and use of the Service by an Authorized Service User. Customer is responsible for all activities that occur under Customer’s and any Authorized Service User’s accounts. Customer will: (a) have sole responsibility for the accuracy, legality, quality and appropriateness of all use of the Service by Customer and any Authorized Service User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Camber promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service. Restrictions on Use. Customer shall not, and shall not permit any Authorized Service User to, edit, alter, abridge, or otherwise change in any manner the content of any Service, including, without limitation, all copyright and proprietary rights notices. Customer may not, and may not permit others to (including any Authorized Service User): Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software, or the Service; Modify, translate, adapt, alter, or create derivative works from the Service; Copy, distribute, sublicense, publicly display, transmit, sell, rent, lease, loan or otherwise exploit the Service; Transmit through or post on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material; Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs; Use the Service in violation of any law, including without limitation, HIPAA and applicable privacy laws, or fail to implement measures to protect patient privacy per HIPAA, applicable privacy laws or other applicable regulations; Interfere with or disrupt the integrity or performance of the Service or the data contained therein; Use or access the Service to enable Customer, any of its Affiliates, or any third party to create, build or offer competing products or services or copy any feature, function or graphic of the Service for competitive purposes; Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service; or Harass or interfere with another Customer use and enjoyment of the Service. Any use of the Service in breach of this Agreement by Customer or its employees or independent contractors, including any Authorized Service User, that in Camber’s reasonable judgment threatens the security, integrity or availability of the Service, may result in immediate suspension of the Service, and such suspension of Service shall not be considered a breach or default of any of Camber’s obligations under this Agreement. 3. Fees, Expenses and Payment. Fees. In consideration of receipt of the Service and the performance of Camber’s other duties and obligations set forth in each Order Form and hereunder, Customer shall pay to Camber the fees (the “Fees”) set forth in the Order Form. Fair Market Value Compensation. The parties acknowledge and agree that the Fees set forth on the Order Form (i) constitute fair market value for the Service provided; (ii) are not being given in exchange for any explicit or implicit agreement by either Party to recommend, provide, use, order, or provide favorable status for any of the parties’ products or services, including the Service, or to reward or influence any formulary or clinical practice guidelines committees or prescribing or dispensing decisions; and (iii) have not been determined in a manner that takes into account the volume or value of any referrals or business or potential referrals or business that might otherwise be generated by the parties. Taxes. Customer will be responsible for, and will promptly pay or reimburse Camber for, the payment of all sales, use, excise, value-added, or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Camber that is in accordance with the direction or request of Customer) that are based on or with respect to any Service or goods provided by Camber to Customer, or the amounts payable to Camber therefore. ACH Debits. Unless otherwise agreed in writing by Camber, the payment of all Fees and taxes payable hereunder must be made by ACH debits from Customer’s “authorized account” set forth on Exhibit A, through any legally permissible payment processor selected by Camber. Prior to the commencement of the Service, Customer must complete, sign and return to Camber Exhibit A. Customer shall have no right of offset or withholding under this Agreement. If the ACH debit fails due to insufficient funds or similar reasons, Camber shall be entitled to interest from the day on which the Fees became due. Both Parties agree that the rate of interest on overdue Fees and taxes shall be 5% per month, or the maximum amount allowable by applicable law, whichever is greater. If any amounts due to Camber from Customer become past due for any reason, Camber may at its option and without further notice withhold access to the Service until all Fees and taxes have been paid in full, and such withholding of Service shall not be considered a breach or default of any of Camber’s obligations under this Agreement. Any revocation of the ACH authorization by Customer during the term set forth on the Order Form may constitute an improper early termination of the Service in Camber’s sole discretion, which shall cause the entire remaining minimum amount of Fees due during the term set forth on the Order Form to become immediately due and payable by Customer. In no event shall a revocation of ACH authorization serve to relieve Customer of its obligation to make payments of Fees, whether past-due or accelerated. Accounting Records. Each Party shall maintain complete and accurate records of, and supporting documentation for, all amounts billable to and payments made by either Party hereunder in accordance with generally accepted accounting principles. Camber shall provide Customer with reasonable documentation and other information for each receipt as may be reasonably requested by Customer. ‍4. Termination Upon Change in Law. ‍Notwithstanding the terms of the Order Form, upon the enactment, promulgation, rescission, modification, or interpretation of any state or federal law or regulation after the Effective Date, which could (i) materially adversely affect the manner in which the parties are obligated to perform under this Agreement; (ii) render this Agreement or any provision hereof illegal or unenforceable; or (iii) impose additional payment obligations or costs to the parties, Camber may terminate this Agreement to the extent this Agreement is affected by any such enactment, promulgation, rescission, modification, or interpretation‍ 5. Copyright Protection; Use Restrictions; Customer License Grant. Customer agrees that the Service and all parts thereof, and its specifications, including without limitation the editorial coding and metadata contained therein, are the property of Camber or Camber’s licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Other than as expressly set forth in this Agreement, no license or other rights in the pre-existing intellectual property rights to the Service are granted to Customer, and all such rights are hereby expressly reserved. Customer agrees that only Authorized Service Users shall be permitted access to the Service. Except as set forth herein, including any exhibit hereto, no clients or other persons or entities who are not legal employees of Customer or independent contractors consulting for Customer in the ordinary course of Customer’s business may be Authorized Service Users. Customer agrees that only two Authorized Service Users will have access to advanced reporting tools and/or reports and that Customer, and those advanced Authorized Service Users, are prohibited from sharing log-in or credential information among additional users. Customer hereby grants to Camber a non-exclusive, royalty-free, and non-transferable license to use, copy, store, transmit, modify, and display the Customer Data as necessary to provide the Service in accordance with this Agreement. Notwithstanding any other provision in this Agreement, to the extent permitted by applicable law, Camber may collect and provide certain statistical information, such as usage or traffic patterns, in aggregate and anonymized form to third parties, provided that such information does not identify any Authorized Service User or Customer and contains no personally identifying information. Camber may use Customer Data to provide Customer with data aggregation services (as that term is defined by HIPAA). In addition, Camber may use protected health information and personally identifiable information to create de-identified data in accordance with 45 CFR 164.514(a)-(c), retaining any and all ownership claims related to the de-identified data it creates from protected health information and personally identifiable information. Camber may access Customer’s and its Authorized Service Users’ accounts, including, without limitation, Customer Data, to the extent necessary to respond to service or technical problems and may use all aggregated de-identified information and de-identified data for purposes of enhancing the Service, technical support, analytics, reporting and research and development, all in compliance with HIPAA and any applicable privacy laws. Customer hereby grants Camber a non-exclusive, non-transferable, and royalty-free license to use Customer Marks for the limited purposes set forth in this Agreement, including as necessary for Camber’s performance under this Agreement, to deliver the Service in accordance with this Agreement, and in marketing materials related to the Service. Camber will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer or any Authorized Service User, or any other third party acting on Customer’s behalf, without any remuneration, fee, royalty, or expense of any kind, and Camber will hereby own all rights, title, and interest in any such suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer, an Authorized Service User or any other third party acting on Customer’s behalf. 6. Proprietary Rights. Customer acknowledges that in providing the Service, Camber utilizes: (a) the name, logo, and domain name of the product names associated with the Service and other trademarks; (b) certain audio and visual information, documents, software, and other works of authorship; and (c) other technology, hardware, products, processes, algorithms, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively “Camber Technology”) and that the Camber Technology is covered by intellectual property rights owned or licensed by Camber (“Camber IP Rights”). Other than as expressly set forth in this Agreement, no license or other rights in the Camber IP Rights are granted to Customer, and all such rights are hereby expressly reserved. Customer acknowledges and agrees that Customer is solely responsible for complying with the applicable restrictions on use of all Camber Technology that Customer sees, hears and uses through the Service. Customer understands that any unauthorized use of Camber Technology would result in irreparable injury for which money damages would be inadequate. Customer agrees that it shall promptly inform Camber if it becomes aware of any unauthorized use of Camber Technology. Customer further acknowledges that, in the event of any such unauthorized use, Camber or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Customer agrees that this paragraph shall survive the termination of this Agreement. 7. Confidentiality. Mutual Confidentiality. Customer and Camber understand and agree that in the performance of this Agreement each Party may have access to private or Confidential Information of the other Party, which either is marked as “confidential”, or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. At all times and notwithstanding any termination or expiration of this Agreement, each Party shall hold such Confidential Information in strict confidence and not, without the consent of the other, disclose it to a third Party or use it for any purpose other than in performance of this Agreement. The receiving Party will only permit access to the Confidential Information of the disclosing Party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement. The receiving Party will be responsible to the disclosing Party for any third party’s use and disclosure of the Confidential Information that the receiving Party provides to such third party in accordance with this Agreement. The receiving Party will use at least the same degree of care it would use to protect its own Confidential Information of like importance, but in any case, with no less than a reasonable degree of care, including maintaining information security standards for such Confidential Information as are commercially reasonable and customary for the type of Confidential Information. Exceptions. This obligation of confidentiality shall not apply to information that: (i) is generally available to the public through no act or omission of the receiving Party, (ii) becomes known to the receiving Party through a third party under no obligation of confidentiality, (iii) was in the receiving Party’s possession before receipt from the disclosing Party and is not subject to another confidentiality agreement or obligation of confidentiality to the disclosing Party, (iv) is independently developed by the receiving Party not in contravention of this Agreement, or (v) is required to be disclosed by law, court order, or by any government or regulatory authority of competent jurisdiction (“Law”). If any Confidential Information is required to be disclosed by Law, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the disclosing Party. The disclosure of the Confidential Information to the receiving Party does not confer upon the receiving Party any license, interest, or right of any kind in or to the Confidential Information, except as provided under this Agreement. Publicity. No public announcement, press release, or communication concerning this Agreement shall be made without the prior consent of the other Party. Unauthorized Disclosure. Each Party to this Agreement will immediately notify the other Party in writing upon discovery of any unauthorized loss, access, or disclosure of the Confidential Information of the other Party. Upon termination or expiration of this Agreement, upon written request of the other Party, or when no longer needed by either Party for fulfillment of its obligations under this Agreement, each Party will either: (a) promptly return to the other Party all documents and other tangible materials representing the other Party’s Confidential Information, and all copies thereof in its possession or control; or (b) destroy all tangible copies of the other Party’s Confidential Information in its possession or control. Notwithstanding the foregoing, each Party’s legal counsel may retain one copy of this Agreement and matters discussed relating to this Agreement for its files solely to provide a record for archival purposes. Remedies. If either Party should breach or threaten to breach any provision of this Section 7 of the Agreement, the non-breaching Party, in addition to any other remedy it may have at law or in equity, will be entitled to seek a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Agreement. Each Party specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by the non-breaching Party as a result of a breach of any provision of this Section. In the event that either Party should seek an injunction hereunder, the other Party hereby waives any requirement for the submission of proof of the economic value of any Confidential Information or the posting of a bond or any other security. In the event of a dispute between the Parties, the non-prevailing Party will pay all costs and expenses, including, but not limited to, reasonable attorneys’ fees, associated with resolving the dispute. Definition. For purposes of this Agreement, “Confidential Information” means any valuable, non-public business information, including this Agreement and all matters discussed relating to this Agreement, and any personally identifiable health, medical, employment, and similar private personal information, that is designated or identified as confidential at the time of the disclosure or is by its nature clearly recognizable as Confidential Information to a reasonably prudent person with knowledge of the disclosing Party’s business and industry, including the Customer Data. 8. Representations and Warranties; Covenants. Mutual Representations and Warranties. Each Party represents and warrants to the other as follows: Existence. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to enter into and perform its obligations under this Agreement in accordance with its terms without the consent of any other Person. Due Authorization. The execution, delivery, and performance of this Agreement by it have been duly and effectively authorized by all necessary action. This Agreement, upon execution by both parties, shall constitute its legal, valid and binding obligation, enforceable against it except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors rights generally and except as may be limited by general principles of equity. No Conflict. The execution, delivery and performance of this Agreement by it does not conflict with any provision of law applicable to it or result in any breach of its constituent documents, any agreement with any other Person or any order, judgment or other restriction by which it may be bound. Compliance with Laws. Each Party agrees to fully comply with all laws, statutes, regulations, rulings, and enactments of any governmental authority or third party payor applicable to the performance of such party’s obligations hereunder, including, without limitation, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); the federal False Claims Act (31 U.S.C. §§ 3729 et seq.); the Stark Law (42 U.S.C. § 1395nn); the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”); the Federal Food, Drug, and Cosmetic Act; any amendments to and regulations promulgated under such laws; and all comparable state and local laws applicable to the Service. Compliance with Personal Services Safe Harbor. The Parties intend that this Agreement be designed to fit within the federal Anti-Kickback Statute personal services safe harbor, 42 C.F.R. § 1001.952(d), including that this Agreement, including all Order Forms, covers all of the Service to be provided by Camber pursuant to this Agreement; the Service performed under the Agreement do not involve the counseling or promotion of a business arrangement or other activity that violates any state or federal law; and the Service contracted for do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purpose of the Service. Compliance with Discount Safe Harbor. The Parties intend that any discounts or other price concessions provided under this Agreement shall comply with the federal Anti-Kickback Statute discount safe harbor, 42 C.F.R. § 1001.952(h), including that each party agrees to fully comply with all reporting and disclosure elements of 42 C.F.R. § 1001.952(h) as applicable. Submission of Claims to Third Party Payors. The Parties will at all times act in compliance with all Medicare, Medicaid, and any other third-party payor rules and requirements as applicable. Customer acknowledges that it is solely responsible for the accuracy, completeness, and timeliness of all Customer Data used by Camber to submit claims and other requests for payment, and Camber depends on the accuracy, completeness, and timeliness of such Customer Data in order to submit all claims and other requests for payment submitted on its behalf pursuant to this Agreement to any third party payors, including any federal healthcare programs as that term is defined in Section 1128B(f) of the Social Security Act, including any claims or other requests for payment submitted to third-party payors on its behalf by Camber pursuant to this Agreement. Camber makes no representations with regard to the accuracy, completeness, or timeliness of any claims or other requests for payment made by the Customer or on Customer’s behalf to any third-party payors, including any federal healthcare program as that term is defined in Section 1128B(f) of the Social Security Act, on Customer’s behalf. Customer shall be responsible for timely providing notices and obtaining any consents required to be provided or obtained by it under applicable law, and otherwise complying with all laws applicable to Customer related to its use of the Service, including, without limitation, to the collection, processing and storage of Customer Data. No Exclusion/Debarment. The parties represent and warrant that neither the parties nor any person or entity authorized by the parties to assist in the performance of the Service has ever been, and is not currently, debarred, suspended, or excluded from, proposed for debarment, suspension, or exclusion from, or otherwise ineligible for the award of contracts by any federal agency or participation in any federal health care program. The parties’ representations and warranties hereunder include, but are not limited to, debarment under Section 306(a) or (b) of the Federal Food, Drug, and Cosmetic Act, exclusion from participation in any federal health care program (as defined in 42 U.S.C. § 1320a–7b(f)) under 42 U.S.C. § 1320a-7(a) or (b), or exclusion by any federal government agency from receiving federal contracts or federally approved subcontracts under the Federal Acquisition Regulations (FAR) or supplements thereto. In the event that Camber, Customer, or any person or entity authorized by Camber or Customer to assist in the performance of the Service becomes suspended, sanctioned, debarred, or excluded, each party shall immediately notify the other in writing. 9. Indemnification. Customer Indemnity. Customer, at its expense, will defend, indemnify, and hold Camber harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction against Camber which relate to a claim, action, lawsuit, or proceeding made or brought against Camber by a third party (i) alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark by way of Camber’s use of Customer Marks, any Customer Data or other information or materials provided by Customer in connection with this Agreement or (ii) arising out of (A) a breach of this Agreement by Customer, (B) a dispute between Customer and any of its clients, (C) Customer’s use of the Service in violation of any applicable law or regulation or for any purpose contrary to this Agreement, (D) any unauthorized use, access or distribution of the Service by Customer, or (E) the violation of any individual’s privacy rights related to information submitted under Customer’s or any Authorized Service User’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s or any Authorized Service User’s account or by or on behalf of Customer. Camber Infringement Indemnity. Camber, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction against Customer to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Customer by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Customer Claim”) by way of Customer’s use of a Service that Camber provides to Customer under this Agreement. For purposes herein, each Party, when providing indemnification, will be termed an “Indemnifying Party” and each Party, when receiving the benefits of indemnification, shall be termed an “Indemnified Party.” The term “Indemnified Party” will include the other Party’s respective shareholders, officers, directors, administrators, managers, employees, servants and agents, and successors and assigns. The Indemnifying Party’s obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party’s sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same. In the event a court of competent jurisdiction makes a determination that a Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, or if Camber determines that a Service likely infringes or otherwise violates such third party’s foregoing intellectual property rights, Camber, at its sole option and expense, will: (i) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing and non-violating; (ii) replace the allegedly infringing or violating Service, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (iii) obtain the right for Customer to continue using the allegedly infringing or violating portion of the Service; or (iv) revoke the license to the allegedly infringing or violating Service. Camber will have no obligation under this Agreement relating to any indemnification if a Customer Claim results from any of the following: (i) Customer’s continued use of the infringing or violating Service after Camber first makes an applicable Upgrade available to Customer; (ii) Customer’s modification of a Service (including a third party acting on its behalf); (iii) Customer’s use of a Service in any manner other than as permitted under this Agreement or (iv) Customer’s failure to comply with applicable laws or regulations.; 10. Limitation of Liability.‍ CAMBER AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES (“CAMBER PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO CUSTOMER, AUTHORIZED SERVICE USERS OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF CAMBER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF CAMBER PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER UNDER THE ORDER FORM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN CAMBER PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS THAT CUSTOMER IS WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVES, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” 11. Miscellaneous. Independent Contractors. Camber shall be deemed for all purposes to be an independent contractor and not an agent of Customer, and neither Party shall have authority to act for or represent the other Party or its Affiliates in any way. Amendments. The Agreement, including the Order Form, may not be amended except in a writing executed by authorized representatives of Customer and Camber. Assignability. This Agreement is not transferable, assignable, delegable, or sublicensable by Customer in whole or in part, without the prior written permission of Camber. Subject to the foregoing, all provisions contained in this Agreement shall extend to and be binding upon the parties hereto and their respective permitted successors and permitted assigns. Entire Agreement. This Agreement, including the executed Order Form, Camber’s Privacy, the executed Business Associate Agreement and any document incorporated herein by reference contain the entire agreement between the Parties with respect to matters to which the same pertains and supersedes all prior and contemporaneous oral and written agreements and understandings between the Parties with respect thereto. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of an Order Form, the terms and provisions of the Order Form shall prevail unless expressly stated otherwise. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to such state’s principles regarding conflicts of law. All disputes arising out of or relating to this Agreement shall be brought in the federal or state courts located in Delaware, and the Parties hereby consent and submit to jurisdiction in such courts. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. EACH PARTY AGREES THAT IT SHALL NOT JOIN ANY CLASS ACTION PROCEEDING AGAINST THE OTHER PARTY. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Force Majeure. Any failure or delay by Camber in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States, or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party disruption or failure, lockouts, labor difficulties, quarantines, pandemics, health related orders, or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of Camber.‍ Notices. All notices required or permitted hereunder shall be in writing and shall be delivered by registered or certified mail, return receipt requested, postage prepaid, by Federal Express or similar express mail service, or by email to the parties at their respective addresses set forth below or to such other address as either party may, from time to time, designate by notice to the other party. No Waiver. No failure or delay on the part of any Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof of the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given. Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement. Headings. The use of headings in this Agreement is for convenience and shall not affect the interpretation of this Agreement. Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Survival. Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement, including, without limitation, provisions regarding indemnification, limitation of liability and confidentiality, will survive the termination or expiration of this Agreement and remain binding upon and for the benefit of the Parties hereto.

Terms of Service

Addendum I: Camber General Terms of Service

‍The following terms of service, together with the Order Form, the Camber Privacy Policy, and the Business Associate Agreement, form the “Agreement” between Camber and Customer. In the event of any conflict between the Camber General Terms of Service and the Order Form, the Privacy Policy, or the Business Associate Agreement, the Order Form will govern to the extent consistent with applicable law or unless expressly stated otherwise.

1. Definitions.In this Agreement, the following terms have the meanings specified or referred to in this Section 1 and shall be equally applicable to both the singular and plural forms. The words “including,” “include” and “includes” shall each be deemed to be followed by the term “without limitation.”“Authorized Service User” mean any of Customer’s employees and independent contractors working for Customer in the ordinary course of Customer’s business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Customer to access the Service.

“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, the specified Person.

“Camber IP Rights” has the meaning set forth in Section 6.

“Camber Parties” has the meaning set forth in Section 10.

“Camber Technology” has the meaning set forth in Section 6.

“Confidential Information” has the meaning set forth in Section 7. “Control” means (a) the possession, directly or indirectly, of the power to vote 50% or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, by contract or otherwise.‍

“Customer Claim” has the meaning set forth in Section 9.

“Customer Data” means (i) any electronic data, client data, patient data, information, or material that Customer makes available, provides, uploads, or submits to Camber in connection with this Agreement, and (ii) any electronic data, client data, patient data, information, or material generated from or in connection with Customer’s use of the Service (including any Authorized Service User).

“Customer Marks” means the trademarks, service marks, copyrights, intellectual property, symbols, logos, emblems, decals, designs, colors, likenesses, or other visual representations of Customer, as such trademarks and other marks may be modified by Customer from time to time.“Excluded Damages” has the meaning set forth in Section 10.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time.

“Law” has the meaning set forth in Section 7.“Person” means an individual, corporation, limited liability company, partnership, sole proprietorship, joint venture, or other form of organization or governmental agency or authority.

“Service” means Camber’s automated billing software and revenue cycle management system, which includes (i) data management, (ii) claims processing, (iii) payment posting, (iv) claim denial management, (v) patient statement processing, (vi) insights and reporting, (vii) workflow tools for task resolution and (viii) a user interface for viewing claims and payments and accessing reports.

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2. License.

Grant. Camber hereby grants Customer a limited, non-exclusive and non-transferable license, without right of sublicense, during the term set forth on the Order Form, to access, display, and use, within the United States, the Service, and to permit Authorized Service Users to access and use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Camber.
Scope. The license granted to Customer hereunder is solely for Customer’s internal business purposes and is limited to the access, display, and use of the Service by an Authorized Service User. Customer is responsible for all activities that occur under Customer’s and any Authorized Service User’s accounts. Customer will: (a) have sole responsibility for the accuracy, legality, quality and appropriateness of all use of the Service by Customer and any Authorized Service User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Camber promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service.
Restrictions on Use. Customer shall not, and shall not permit any Authorized Service User to, edit, alter, abridge, or otherwise change in any manner the content of any Service, including, without limitation, all copyright and proprietary rights notices. Customer may not, and may not permit others to (including any Authorized Service User):
1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software, or the Service;
2. Modify, translate, adapt, alter, or create derivative works from the Service;
3. Copy, distribute, sublicense, publicly display, transmit, sell, rent, lease, loan or otherwise exploit the Service;
4. Transmit through or post on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material;
5. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
6. Use the Service in violation of any law, including without limitation, HIPAA and applicable privacy laws, or fail to implement measures to protect patient privacy per HIPAA, applicable privacy laws or other applicable regulations;
7. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
8. Use or access the Service to enable Customer, any of its Affiliates, or any third party to create, build or offer competing products or services or copy any feature, function or graphic of the Service for competitive purposes;
9. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service; or
10. Harass or interfere with another Customer use and enjoyment of the Service.

Any use of the Service in breach of this Agreement by Customer or its employees or independent contractors, including any Authorized Service User, that in Camber’s reasonable judgment threatens the security, integrity or availability of the Service, may result in immediate suspension of the Service, and such suspension of Service shall not be considered a breach or default of any of Camber’s obligations under this Agreement.

3. Fees, Expenses and Payment.

Fees. In consideration of receipt of the Service and the performance of Camber’s other duties and obligations set forth in each Order Form and hereunder, Customer shall pay to Camber the fees (the “Fees”) set forth in the Order Form.
Fair Market Value Compensation. The parties acknowledge and agree that the Fees set forth on the Order Form (i) constitute fair market value for the Service provided; (ii) are not being given in exchange for any explicit or implicit agreement by either Party to recommend, provide, use, order, or provide favorable status for any of the parties’ products or services, including the Service, or to reward or influence any formulary or clinical practice guidelines committees or prescribing or dispensing decisions; and (iii) have not been determined in a manner that takes into account the volume or value of any referrals or business or potential referrals or business that might otherwise be generated by the parties.
Taxes. Customer will be responsible for, and will promptly pay or reimburse Camber for, the payment of all sales, use, excise, value-added, or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Camber that is in accordance with the direction or request of Customer) that are based on or with respect to any Service or goods provided by Camber to Customer, or the amounts payable to Camber therefore.
ACH Debits. Unless otherwise agreed in writing by Camber, the payment of all Fees and taxes payable hereunder must be made by ACH debits from Customer’s “authorized account” set forth on Exhibit A, through any legally permissible payment processor selected by Camber. Prior to the commencement of the Service, Customer must complete, sign and return to Camber Exhibit A. Customer shall have no right of offset or withholding under this Agreement. If the ACH debit fails due to insufficient funds or similar reasons, Camber shall be entitled to interest from the day on which the Fees became due. Both Parties agree that the rate of interest on overdue Fees and taxes shall be 5% per month, or the maximum amount allowable by applicable law, whichever is greater. If any amounts due to Camber from Customer become past due for any reason, Camber may at its option and without further notice withhold access to the Service until all Fees and taxes have been paid in full, and such withholding of Service shall not be considered a breach or default of any of Camber’s obligations under this Agreement. Any revocation of the ACH authorization by Customer during the term set forth on the Order Form may constitute an improper early termination of the Service in Camber’s sole discretion, which shall cause the entire remaining minimum amount of Fees due during the term set forth on the Order Form to become immediately due and payable by Customer. In no event shall a revocation of ACH authorization serve to relieve Customer of its obligation to make payments of Fees, whether past-due or accelerated.
Accounting Records. Each Party shall maintain complete and accurate records of, and supporting documentation for, all amounts billable to and payments made by either Party hereunder in accordance with generally accepted accounting principles. Camber shall provide Customer with reasonable documentation and other information for each receipt as may be reasonably requested by Customer.

‍4. Termination Upon Change in Law.

‍Notwithstanding the terms of the Order Form, upon the enactment, promulgation, rescission, modification, or interpretation of any state or federal law or regulation after the Effective Date, which could (i) materially adversely affect the manner in which the parties are obligated to perform under this Agreement; (ii) render this Agreement or any provision hereof illegal or unenforceable; or (iii) impose additional payment obligations or costs to the parties, Camber may terminate this Agreement to the extent this Agreement is affected by any such enactment, promulgation, rescission, modification, or interpretation‍

5. Copyright Protection; Use Restrictions; Customer License Grant.

Customer agrees that the Service and all parts thereof, and its specifications, including without limitation the editorial coding and metadata contained therein, are the property of Camber or Camber’s licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Other than as expressly set forth in this Agreement, no license or other rights in the pre-existing intellectual property rights to the Service are granted to Customer, and all such rights are hereby expressly reserved.
Customer agrees that only Authorized Service Users shall be permitted access to the Service. Except as set forth herein, including any exhibit hereto, no clients or other persons or entities who are not legal employees of Customer or independent contractors consulting for Customer in the ordinary course of Customer’s business may be Authorized Service Users.
Customer agrees that only two Authorized Service Users will have access to advanced reporting tools and/or reports and that Customer, and those advanced Authorized Service Users, are prohibited from sharing log-in or credential information among additional users.
Customer hereby grants to Camber a non-exclusive, royalty-free, and non-transferable license to use, copy, store, transmit, modify, and display the Customer Data as necessary to provide the Service in accordance with this Agreement. Notwithstanding any other provision in this Agreement, to the extent permitted by applicable law, Camber may collect and provide certain statistical information, such as usage or traffic patterns, in aggregate and anonymized form to third parties, provided that such information does not identify any Authorized Service User or Customer and contains no personally identifying information. Camber may use Customer Data to provide Customer with data aggregation services (as that term is defined by HIPAA). In addition, Camber may use protected health information and personally identifiable information to create de-identified data in accordance with 45 CFR 164.514(a)-(c), retaining any and all ownership claims related to the de-identified data it creates from protected health information and personally identifiable information. Camber may access Customer’s and its Authorized Service Users’ accounts, including, without limitation, Customer Data, to the extent necessary to respond to service or technical problems and may use all aggregated de-identified information and de-identified data for purposes of enhancing the Service, technical support, analytics, reporting and research and development, all in compliance with HIPAA and any applicable privacy laws.
Customer hereby grants Camber a non-exclusive, non-transferable, and royalty-free license to use Customer Marks for the limited purposes set forth in this Agreement, including as necessary for Camber’s performance under this Agreement, to deliver the Service in accordance with this Agreement, and in marketing materials related to the Service.
Camber will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer or any Authorized Service User, or any other third party acting on Customer’s behalf, without any remuneration, fee, royalty, or expense of any kind, and Camber will hereby own all rights, title, and interest in any such suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer, an Authorized Service User or any other third party acting on Customer’s behalf.

6. Proprietary Rights.

Customer acknowledges that in providing the Service, Camber utilizes: (a) the name, logo, and domain name of the product names associated with the Service and other trademarks; (b) certain audio and visual information, documents, software, and other works of authorship; and (c) other technology, hardware, products, processes, algorithms, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively “Camber Technology”) and that the Camber Technology is covered by intellectual property rights owned or licensed by Camber (“Camber IP Rights”). Other than as expressly set forth in this Agreement, no license or other rights in the Camber IP Rights are granted to Customer, and all such rights are hereby expressly reserved. Customer acknowledges and agrees that Customer is solely responsible for complying with the applicable restrictions on use of all Camber Technology that Customer sees, hears and uses through the Service. Customer understands that any unauthorized use of Camber Technology would result in irreparable injury for which money damages would be inadequate. Customer agrees that it shall promptly inform Camber if it becomes aware of any unauthorized use of Camber Technology. Customer further acknowledges that, in the event of any such unauthorized use, Camber or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Customer agrees that this paragraph shall survive the termination of this Agreement.

7. Confidentiality.

Mutual Confidentiality. Customer and Camber understand and agree that in the performance of this Agreement each Party may have access to private or Confidential Information of the other Party, which either is marked as “confidential”, or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. At all times and notwithstanding any termination or expiration of this Agreement, each Party shall hold such Confidential Information in strict confidence and not, without the consent of the other, disclose it to a third Party or use it for any purpose other than in performance of this Agreement. The receiving Party will only permit access to the Confidential Information of the disclosing Party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement. The receiving Party will be responsible to the disclosing Party for any third party’s use and disclosure of the Confidential Information that the receiving Party provides to such third party in accordance with this Agreement. The receiving Party will use at least the same degree of care it would use to protect its own Confidential Information of like importance, but in any case, with no less than a reasonable degree of care, including maintaining information security standards for such Confidential Information as are commercially reasonable and customary for the type of Confidential Information.
Exceptions. This obligation of confidentiality shall not apply to information that: (i) is generally available to the public through no act or omission of the receiving Party, (ii) becomes known to the receiving Party through a third party under no obligation of confidentiality, (iii) was in the receiving Party’s possession before receipt from the disclosing Party and is not subject to another confidentiality agreement or obligation of confidentiality to the disclosing Party, (iv) is independently developed by the receiving Party not in contravention of this Agreement, or (v) is required to be disclosed by law, court order, or by any government or regulatory authority of competent jurisdiction (“Law”). If any Confidential Information is required to be disclosed by Law, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure.
Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the disclosing Party. The disclosure of the Confidential Information to the receiving Party does not confer upon the receiving Party any license, interest, or right of any kind in or to the Confidential Information, except as provided under this Agreement.
Publicity. No public announcement, press release, or communication concerning this Agreement shall be made without the prior consent of the other Party.
Unauthorized Disclosure. Each Party to this Agreement will immediately notify the other Party in writing upon discovery of any unauthorized loss, access, or disclosure of the Confidential Information of the other Party. Upon termination or expiration of this Agreement, upon written request of the other Party, or when no longer needed by either Party for fulfillment of its obligations under this Agreement, each Party will either: (a) promptly return to the other Party all documents and other tangible materials representing the other Party’s Confidential Information, and all copies thereof in its possession or control; or (b) destroy all tangible copies of the other Party’s Confidential Information in its possession or control. Notwithstanding the foregoing, each Party’s legal counsel may retain one copy of this Agreement and matters discussed relating to this Agreement for its files solely to provide a record for archival purposes.
Remedies. If either Party should breach or threaten to breach any provision of this Section 7 of the Agreement, the non-breaching Party, in addition to any other remedy it may have at law or in equity, will be entitled to seek a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Agreement. Each Party specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by the non-breaching Party as a result of a breach of any provision of this Section. In the event that either Party should seek an injunction hereunder, the other Party hereby waives any requirement for the submission of proof of the economic value of any Confidential Information or the posting of a bond or any other security. In the event of a dispute between the Parties, the non-prevailing Party will pay all costs and expenses, including, but not limited to, reasonable attorneys’ fees, associated with resolving the dispute.
Definition. For purposes of this Agreement, “Confidential Information” means any valuable, non-public business information, including this Agreement and all matters discussed relating to this Agreement, and any personally identifiable health, medical, employment, and similar private personal information, that is designated or identified as confidential at the time of the disclosure or is by its nature clearly recognizable as Confidential Information to a reasonably prudent person with knowledge of the disclosing Party’s business and industry, including the Customer Data.

8. Representations and Warranties; Covenants.

Mutual Representations and Warranties. Each Party represents and warrants to the other as follows:

Existence. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to enter into and perform its obligations under this Agreement in accordance with its terms without the consent of any other Person.
Due Authorization. The execution, delivery, and performance of this Agreement by it have been duly and effectively authorized by all necessary action. This Agreement, upon execution by both parties, shall constitute its legal, valid and binding obligation, enforceable against it except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors rights generally and except as may be limited by general principles of equity.
No Conflict. The execution, delivery and performance of this Agreement by it does not conflict with any provision of law applicable to it or result in any breach of its constituent documents, any agreement with any other Person or any order, judgment or other restriction by which it may be bound.
Compliance with Laws. Each Party agrees to fully comply with all laws, statutes, regulations, rulings, and enactments of any governmental authority or third party payor applicable to the performance of such party’s obligations hereunder, including, without limitation, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); the federal False Claims Act (31 U.S.C. §§ 3729 et seq.); the Stark Law (42 U.S.C. § 1395nn); the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”); the Federal Food, Drug, and Cosmetic Act; any amendments to and regulations promulgated under such laws; and all comparable state and local laws applicable to the Service.
Compliance with Personal Services Safe Harbor. The Parties intend that this Agreement be designed to fit within the federal Anti-Kickback Statute personal services safe harbor, 42 C.F.R. § 1001.952(d), including that this Agreement, including all Order Forms, covers all of the Service to be provided by Camber pursuant to this Agreement; the Service performed under the Agreement do not involve the counseling or promotion of a business arrangement or other activity that violates any state or federal law; and the Service contracted for do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purpose of the Service.
Compliance with Discount Safe Harbor. The Parties intend that any discounts or other price concessions provided under this Agreement shall comply with the federal Anti-Kickback Statute discount safe harbor, 42 C.F.R. § 1001.952(h), including that each party agrees to fully comply with all reporting and disclosure elements of 42 C.F.R. § 1001.952(h) as applicable.
Submission of Claims to Third Party Payors. The Parties will at all times act in compliance with all Medicare, Medicaid, and any other third-party payor rules and requirements as applicable. Customer acknowledges that it is solely responsible for the accuracy, completeness, and timeliness of all Customer Data used by Camber to submit claims and other requests for payment, and Camber depends on the accuracy, completeness, and timeliness of such Customer Data in order to submit all claims and other requests for payment submitted on its behalf pursuant to this Agreement to any third party payors, including any federal healthcare programs as that term is defined in Section 1128B(f) of the Social Security Act, including any claims or other requests for payment submitted to third-party payors on its behalf by Camber pursuant to this Agreement. Camber makes no representations with regard to the accuracy, completeness, or timeliness of any claims or other requests for payment made by the Customer or on Customer’s behalf to any third-party payors, including any federal healthcare program as that term is defined in Section 1128B(f) of the Social Security Act, on Customer’s behalf. Customer shall be responsible for timely providing notices and obtaining any consents required to be provided or obtained by it under applicable law, and otherwise complying with all laws applicable to Customer related to its use of the Service, including, without limitation, to the collection, processing and storage of Customer Data.
No Exclusion/Debarment. The parties represent and warrant that neither the parties nor any person or entity authorized by the parties to assist in the performance of the Service has ever been, and is not currently, debarred, suspended, or excluded from, proposed for debarment, suspension, or exclusion from, or otherwise ineligible for the award of contracts by any federal agency or participation in any federal health care program. The parties’ representations and warranties hereunder include, but are not limited to, debarment under Section 306(a) or (b) of the Federal Food, Drug, and Cosmetic Act, exclusion from participation in any federal health care program (as defined in 42 U.S.C. § 1320a–7b(f)) under 42 U.S.C. § 1320a-7(a) or (b), or exclusion by any federal government agency from receiving federal contracts or federally approved subcontracts under the Federal Acquisition Regulations (FAR) or supplements thereto. In the event that Camber, Customer, or any person or entity authorized by Camber or Customer to assist in the performance of the Service becomes suspended, sanctioned, debarred, or excluded, each party shall immediately notify the other in writing.

9. Indemnification.

Customer Indemnity. Customer, at its expense, will defend, indemnify, and hold Camber harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction against Camber which relate to a claim, action, lawsuit, or proceeding made or brought against Camber by a third party (i) alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark by way of Camber’s use of Customer Marks, any Customer Data or other information or materials provided by Customer in connection with this Agreement or (ii) arising out of (A) a breach of this Agreement by Customer, (B) a dispute between Customer and any of its clients, (C) Customer’s use of the Service in violation of any applicable law or regulation or for any purpose contrary to this Agreement, (D) any unauthorized use, access or distribution of the Service by Customer, or (E) the violation of any individual’s privacy rights related to information submitted under Customer’s or any Authorized Service User’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s or any Authorized Service User’s account or by or on behalf of Customer.
Camber Infringement Indemnity. Camber, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction against Customer to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Customer by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Customer Claim”) by way of Customer’s use of a Service that Camber provides to Customer under this Agreement.
For purposes herein, each Party, when providing indemnification, will be termed an “Indemnifying Party” and each Party, when receiving the benefits of indemnification, shall be termed an “Indemnified Party.” The term “Indemnified Party” will include the other Party’s respective shareholders, officers, directors, administrators, managers, employees, servants and agents, and successors and assigns. The Indemnifying Party’s obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party’s sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same.
In the event a court of competent jurisdiction makes a determination that a Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, or if Camber determines that a Service likely infringes or otherwise violates such third party’s foregoing intellectual property rights, Camber, at its sole option and expense, will: (i) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing and non-violating; (ii) replace the allegedly infringing or violating Service, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (iii) obtain the right for Customer to continue using the allegedly infringing or violating portion of the Service; or (iv) revoke the license to the allegedly infringing or violating Service.
Camber will have no obligation under this Agreement relating to any indemnification if a Customer Claim results from any of the following: (i) Customer’s continued use of the infringing or violating Service after Camber first makes an applicable Upgrade available to Customer; (ii) Customer’s modification of a Service (including a third party acting on its behalf); (iii) Customer’s use of a Service in any manner other than as permitted under this Agreement or (iv) Customer’s failure to comply with applicable laws or regulations.;

10. Limitation of Liability.‍

CAMBER AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES (“CAMBER PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO CUSTOMER, AUTHORIZED SERVICE USERS OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF CAMBER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF CAMBER PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER UNDER THE ORDER FORM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN CAMBER PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS THAT CUSTOMER IS WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVES, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

11. Miscellaneous.

Independent Contractors. Camber shall be deemed for all purposes to be an independent contractor and not an agent of Customer, and neither Party shall have authority to act for or represent the other Party or its Affiliates in any way.
Amendments. The Agreement, including the Order Form, may not be amended except in a writing executed by authorized representatives of Customer and Camber.
Assignability. This Agreement is not transferable, assignable, delegable, or sublicensable by Customer in whole or in part, without the prior written permission of Camber. Subject to the foregoing, all provisions contained in this Agreement shall extend to and be binding upon the parties hereto and their respective permitted successors and permitted assigns.
Entire Agreement. This Agreement, including the executed Order Form, Camber’s Privacy, the executed Business Associate Agreement and any document incorporated herein by reference contain the entire agreement between the Parties with respect to matters to which the same pertains and supersedes all prior and contemporaneous oral and written agreements and understandings between the Parties with respect thereto. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of an Order Form, the terms and provisions of the Order Form shall prevail unless expressly stated otherwise.
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to such state’s principles regarding conflicts of law. All disputes arising out of or relating to this Agreement shall be brought in the federal or state courts located in Delaware, and the Parties hereby consent and submit to jurisdiction in such courts.
PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. EACH PARTY AGREES THAT IT SHALL NOT JOIN ANY CLASS ACTION PROCEEDING AGAINST THE OTHER PARTY.
WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
Force Majeure. Any failure or delay by Camber in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States, or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party disruption or failure, lockouts, labor difficulties, quarantines, pandemics, health related orders, or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of Camber.‍
Notices. All notices required or permitted hereunder shall be in writing and shall be delivered by registered or certified mail, return receipt requested, postage prepaid, by Federal Express or similar express mail service, or by email to the parties at their respective addresses set forth below or to such other address as either party may, from time to time, designate by notice to the other party.
No Waiver. No failure or delay on the part of any Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof of the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.
Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement.
Headings. The use of headings in this Agreement is for convenience and shall not affect the interpretation of this Agreement.
Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Survival. Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement, including, without limitation, provisions regarding indemnification, limitation of liability and confidentiality, will survive the termination or expiration of this Agreement and remain binding upon and for the benefit of the Parties hereto.