Terms & Conditions

Last Updated and Effective as of May 23, 2025

These Terms & Conditions (these “Terms”), effective as of the date set forth above, govern the relationship between Quinsite, Inc. (“Quinsite”), a Delaware corporation with its principal office located at 1818 Martin Luther King Jr Blvd, Suite 185, Chapel Hill, North Carolina 27514, and the customer (“Customer”) identified on the Order Form, and Customer’s access to and use of Quinsite’s proprietary healthcare analytics software-as-a-service platform. Each of Quinsite and Customer may be referred to herein individually as a “Party,” and collectively as the “Parties.” Initially capitalized terms used but not otherwise defined in the body of these Terms shall have the corresponding meanings set forth in Section 13.1.

1. Services
   
   1.1 Order Forms. The Order Form shall be incorporated herein by reference upon execution by an authorized representative of each Party. In the event of a conflict between a provision of these Terms and a provision set forth in the Order Form, these Terms shall control unless the Order Form expressly states the intent to supersede such conflicting provision of these Terms. Customer understands Quinsite’s ability to meet any deadlines set forth in the Order Form is conditioned upon Customer’s timely response to Quinsite’s requests for information and other inputs. Customer hereby acknowledges and agrees Quinsite is not in breach of this Agreement or the Order Form for delays caused primarily by Customer’s failure to provide such timely responses. Further, any such delays by Quinsite shall not affect Customer’s payment obligations hereunder.
   
   1.2 SaaS Services. Subject to the terms and conditions of this Agreement and the Order Form, Quinsite hereby grants to Customer a limited, non-exclusive, non-transferable, personal, revocable right, for the duration of the Term, to access and use the SaaS Services solely for Customer’s internal business purposes. Customer acknowledges and agrees that Customer’s right to access and use the SaaS Services is neither contingent on the delivery of any future functionality or features or the delivery of any other services, nor is it dependent on any oral or written public comments made by or on behalf of Quinsite regarding future functionality or features.
   
   1.3 Professional Services. Subject to the terms and conditions of this Agreement, Quinsite will provide Customer with the Professional Services, if any, in accordance with the Order Form. Customer acknowledges and agrees that the Professional Services are provided separate and distinct from the SaaS Services and are not required for Customer’s use or enjoyment of the SaaS Services.
   
   1.4 Changes to Services. If, at any time during the Term, either Party desires to modify the Services set forth in the Order Form, including any corresponding modifications to Fees or Expenses (as defined below), as the case may be, the Order Form may be altered or amended only by the mutual written agreement of both Parties.
   
   1.5 Cooperation. Customer acknowledges and agrees that Quinsite’s ability to successfully provide the SaaS Services in a timely manner requires the good-faith cooperation of Customer. Accordingly, Customer will reasonably cooperate with Quinsite’s efforts to provide the SaaS Services including without limitation, by: (a) providing Quinsite with all information concerning the Customer’s IT infrastructure as may be reasonably required by Quinsite for the onboarding of the SaaS Services; and (b) making Customer’s personnel available to meet with Quinsite upon reasonable request (and Customer acknowledges and agrees that such requests may be frequent during onboarding of the SaaS Services). Quinsite shall not be in breach of this Agreement or otherwise responsible or liable for any delays or failures in providing the SaaS Services that result from Customer’s failure to comply with this Section 1.5.”
   
   
2. Fees; Payment Terms
    
   2.1 Fees; Expenses; Taxes. As consideration for the Services, Customer will pay the fees set forth in the Order Form for the Services provided thereunder (“Fees”). Customer agrees to reimburse Quinsite for all out-of-pocket expenses incurred by Quinsite in connection with its performance of Professional Services (“Expenses”) provided that such Expenses are set forth in the Order Form or have otherwise been pre-approved by Customer in writing. Customer will be responsible for any federal, state, local or foreign sales, use, excise, value-added or other similar tax, charge, fee, levy, or impost (collectively, “Taxes”) lawfully imposed by a governmental authority arising from the Services or this Agreement that have been properly invoiced by Quinsite, other than taxes on Quinsite’s net income. All Fees and Expenses are nonrefundable, and will be paid by Customer in U.S. dollars.
   
   2.2 Invoicing; Payment. Quinsite shall invoice Customer for Fees, Expenses, and related Taxes as set forth in the Order Form (each such invoice, an “Invoice”). All Invoices shall be accompanied by such supporting documentation as Customer may reasonably request. Customer will pay all amounts not disputed by Customer in good faith, by the due date specified the applicable Invoice. In the event that any undisputed amounts are unpaid for more than thirty (30) days after the date due, then: (a) such amounts shall accrue simple interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, whichever is less (such accrued interest, “Late Fees”) from the due date until the date payment is received by Quinsite; and (ii) Quinsite may, in Quinsite’s sole discretion, discontinue, terminate, or suspend the Services, or any portion thereof, without incurring any liability to Customer. Despite any such discontinuation or suspension, Customer acknowledges and agrees it will be required to pay all Fees (including Late Fees) due and payable under the Order Form for the duration of the Term. Unless this Agreement is terminated for Customer’s non-payment pursuant to Section 11.2, Services may be re-instated upon Customer’s payment of all outstanding Fees (including Late Fees), provided that Quinsite may require reasonable credit guarantees before such re-instatement of Services. In the event that any undisputed amounts are unpaid for more than sixty (60) days after the date due, Customer is responsible for, and agrees to pay (in addition to the applicable Late Fees), Quinsite’s reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
   
   
3. User Access Controls; Restrictions on Use
    
   3.1 Authorized Users. Customer agrees to limit access to the SaaS Services solely to Authorized Users. Customer agrees to inform each Authorized User of the restrictions and requirements of this Agreement, and Customer will remain solely responsible for each Authorized User’s compliance with all of the terms and conditions set forth in this Agreement.
   
   3.2 Access Credentials. In connection with Customer’s and its Authorized Users’ access to and use of the SaaS Services, Customer and its Authorized Users will be issued unique user-IDs and passwords or other security or authentication device (“Access Credentials”). Customer agrees to maintain all Access Credentials in strict confidence, and not to provide any Access Credentials to any third party without first obtaining Quinsite’s prior written consent. In the event any Access Credentials are lost or compromised, Customer will be responsible solely for all actions, damages, liabilities, losses, and fees incurred as a result of such loss or compromise, except to the extent arising from Quinsite’s gross negligence or willful misconduct. Customer will be responsible for ensuring that its Authorized Users comply with the provisions of this Section 3.2.
   
   3.3 Termination of Authorized Users. If the employment or engagement of any Authorized User that was in effect as of the date such person was designated as an ‘Authorized User’ is terminated or if such Authorized User no longer is authorized by Customer to access and use the SaaS Services (in any event, the “Termination” of such Authorized User), Customer will ensure such person ceases to access the SaaS Services under Customer’s account immediately upon Termination. In the event of Termination, Customer promptly will notify Quinsite of such Termination and request Quinsite revoke such Authorized User’s rights to access and use the SaaS Services. Customer agrees and acknowledges that any access to or use of the SaaS Services by any Authorized User will be considered authorized by Customer until Customer notifies Quinsite and requests Termination of such Authorized User’s access to the SaaS Services pursuant to this Section 3.3.
   
   3.4 Restrictions on Use. Customer will not take any actions inconsistent with Quinsite’s ownership of each of Quinsite’s rights in and to any and all software embedded in the Services developed, owned, or controlled by Quinsite (as applicable) (the “Software”). Except to the extent permitted by Quinsite in writing, Customer agrees it will not, itself, or through any third party, and Customer shall ensure its Authorized Users do not, directly or indirectly: (a) copy, remove, reproduce, perform, disclose, or publicly display the SaaS Services; (b) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, operate as a service bureau, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (c) modify, translate, reverse engineer, decompile, or disassemble the Software for any purpose, including, without limitation, the creation of derivative works or similar products; (d) upload, link to, or post any portion of the Software on a bulletin board, intranet, extranet or website; (e) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; (f) possess or use the Software in any format other than machine-readable format; (g) use the rights granted under this Agreement to design, develop or distribute a commercial product or service that competes with the SaaS Services; (h) remove, alter or cover any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Software, or cause or permit any third party to do any of the foregoing; (i) circumvent or attempt to circumvent any technological measures designed to enforce certain limitations or instructions with respect to Customer’s use of the SaaS Services; (j) disclose any Access Credentials to any natural person or entity other than the Authorized Users to whom Access Credentials are properly issued hereunder; or (k) use the SaaS Services to send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights.
   
   
4. Intellectual Property; Customer Data
    
   4.1 Quinsite Intellectual Property. As between Customer and Quinsite, Customer acknowledges and agrees all right, title, and interest in and to the SaaS Services and the Software, the intellectual property associated with the SaaS Services, the related Software and technology, and all user instructions, manuals, on-line help files, and other Documentation (as defined below) concerning the Services are and shall remain the sole and exclusive property of Quinsite. No intellectual property rights or licenses are granted or conveyed to Customer in the Services or the Documentation, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed. Quinsite reserves all rights in the Services not explicitly granted herein.
   
   4.2 Customer Data. Customer shall retain ownership in the data uploaded to the SaaS Services by Customer (“Customer Data”). Customer hereby grants to Quinsite a non-exclusive, royalty-free, assignable, sublicensable: (a) limited license under the Customer Data and all intellectual property rights therein to use, reproduce, display, distribute, and create derivative works of the Customer Data in connection with Quinsite’s provision of Services to Customer; and (b) irrevocable, perpetual license under the Customer Data and all intellectual property rights therein, to the extent in blinded and anonymized form that is aggregated with information and data from other users or licensees of the SaaS Services and that does not identify Customer or any Authorized User as the source of such aggregated information and data, to (i) develop, improve, and provide the Services and such other products and services owned or controlled by Quinsite (collectively, to the extent so developed or improved, “Improvements”), and (ii) to generate, use, disclose, sell, and otherwise exploit such information and data for the Services, including, without limitation, metric, statistical, benchmarking, and analytical data (collectively, “Aggregate Customer Data”). Customer acknowledges and agrees Improvements and Aggregate Customer Data generated or derived from the use of Customer Data will be and will remain the sole and exclusive property of Quinsite and will not otherwise be considered “Customer Data” under this Agreement.
   
   4.3  Customer Personal Data. Customer agrees not to submit to Quinsite, and Quinsite does not collect or accept from Customer any credit card information. Customer Personal Data (as defined below) shall be Customer’s Confidential Information (as defined below).
   
   4.4 Feedback. Customer and Authorized Users may provide to Quinsite error reports, suggestions, feedback, oral and written reports, ideas, and concepts regarding the Services (collectively, “Feedback”). To the extent Customer and Authorized Users provide Feedback, Customer hereby assigns to Quinsite all right, title, and interest in and to Feedback, including all intellectual property rights embodied therein.
   
   4.5 Documentation. In connection with the rights granted by Quinsite under this Agreement, Quinsite may provide Customer with user manuals, reference manuals, releases, application and methodology notes, written utility programs, and other materials (collectively, the “Documentation”). Quinsite is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Documentation and all of the intellectual property rights associated therewith.
   
   
5. Security
    
   5.1 Security. To the extent under its control, Quinsite shall establish and implement login and authentication procedures and operational, physical, network, and data security measures, in accordance with generally accepted industry practices designed to protect against unauthorized access to, or alteration, loss, or destruction of Customer Data in Quinsite’s possession or under Quinsite’s control. From time to time, Quinsite may update and implement changes to such security procedures and measures so as to maintain commercially reasonable industry practices.
   
   5.2 Service Providers. Quinsite shall use commercially reasonable efforts to cause its third-party hosting service providers that have access to any of Customer’s Confidential Information (the “Hosting Service Providers”) to host such information at a facility that is certified as in compliance with SSAE 16 Service Organization Control (“SOC”) 2 Type 2 standards, or in compliance with another generally accepted industry standard. Quinsite shall exercise commercially reasonable efforts to cause such Hosting Service Providers to provide the reports from annual SSAE 16, SOC 2, Type 2 audits to Customer as may be reasonably requested by Customer no more than one (1) time per calendar year, subject to Customer’s execution of such third party’s standard non-disclosure agreement, if any.
   
   5.3 Security Incidents. Subject to Quinsite’s contractual obligations and compliance with applicable law, Quinsite shall notify Customer without undue delay upon Quinsite’s knowledge of any unauthorized access, use, disclosure, modifications, or destruction of Customer Personal Data (a “Security Incident”). Within a reasonable time, in accordance with generally accepted industry standards, following discovery of Security Incident, Quinsite shall: (a) take reasonable steps to mitigate the harm of, and to prevent any further, Security Incident, including, upon Customer’s request, reasonable cooperation with Customer and its third-party service providers in conducting an investigation of such Security Incident; and (b) provide Customer with reasonable cooperation and reasonable assistance in relation to such Security Incident to the extent required under applicable law. For the avoidance of doubt, any Security Incident involving Protected Health Information shall be governed by the terms of the BA Addendum.
   
   
6. Confidential Information
    
   6.1 Each Receiving Party (as defined below) will hold in strict confidence, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties the Confidential Information of the Disclosing Party (as defined below). For purposes of this Agreement, “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that relates to such Disclosing Party and that reasonably should be known by the Receiving Party to be confidential or proprietary to the Disclosing Party under the circumstances of disclosure or in light of the nature of the information disclosed. Notwithstanding the foregoing, Confidential Information will not include information that: (a) was publicly available at the time of disclosure, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (b) was in the Receiving Party’s possession prior to receipt of the same hereunder, as evidenced by the Receiving Party’s prior written records; (c) was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information or to have violated any applicable law; or (d) was independently developed by the Receiving Party as evidenced by Receiving Party’s written records. In the event the Receiving Party becomes required by law, rule, regulation, judicial or administrative process to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, prior to making such disclosure, to the extent permitted by applicable law or regulation, provide the Disclosing Party with prompt written notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy. Subject to the license set forth in Section 4.2, all Confidential Information in the Receiving Party’s possession shall be returned or destroyed, as instructed by such Disclosing Party, upon the termination or expiration of the Term.
   
   
7. Protected Health Information
    
   7.1 To the extent the Services require Quinsite to act as a Business Associate to Customer acting as a Covered Entity or Business Associate (each as defined in the BA Addendum), the Parties agree that the terms set forth in the BA Addendum, which are incorporated herein by reference, will apply to the Services and Quinsite’s processing of Protected Health Information (as defined in the BA Addendum).
   
   
8. Representations, Warranties, and Covenants
    
   8.1 Mutual. Each Party represents and warrants to the other Party that as of the date of commencement of this Agreement: (a) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (c) this Agreement has been duly executed by its authorized representative and is legally binding upon it and enforceable in accordance with its terms.
   
   8.2 By Quinsite. Quinsite represents, warrants, and covenants to Customer that the SaaS Services will perform without material errors. As Customer’s sole and exclusive remedy for any breach of the foregoing warranty, Quinsite will use commercially reasonable efforts to remedy any such material error of which Customer notifies Quinsite in writing. If Quinsite cannot remedy such error within thirty (30) days of such notice from Customer, then as Customer’s sole and exclusive remedy for such failure, Customer may terminate the Order Form, and Quinsite will refund to Customer any pre-paid fees for SaaS Services not provided as of the effective date of termination.
   
   8.3 By Customer. Customer represents, warrants, and covenants to Quinsite: (a) that Customer owns or otherwise has, and will have, rights sufficient to grant the rights and licenses granted to Quinsite hereunder; and (b) to the extent Customer Data includes any personal data (e.g., personally identifiable information about individuals, or information that can be used to identify individuals, the disclosure or use of which is restricted by applicable federal or state law, including but not limited to social security numbers, genetic information, protected health information) (such Customer Data, “Customer Personal Data”), that Customer owns or otherwise has, and will have, the necessary rights and consents in and relating to the Customer Data such that, as received by Quinsite and processed in accordance with this Agreement, Customer Data does not and will not infringe, misappropriate, or otherwise violate any privacy or other rights of any third party or violate any applicable law. Customer agrees not to submit to Quinsite, and Quinsite does not collect or accept from Customer any credit card information.
   
   8.4 Warranties; Disclaimer.
    
   (a) EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS-IS,” “WHERE-IS,” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE AGREED IN THIS AGREEMENT, THERE ARE NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUINSITE DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES. QUINSITE DOES NOT WARRANT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS NOR DOES IT GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES. THE SERVICES MAY RELY UPON THIRD-PARTY SOFTWARE AND HARDWARE FOR CERTAIN FUNCTIONS AND, EXCEPT AS SET FORTH EXPRESSLY HEREIN, QUINSITE MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE TO CUSTOMER THAT SUCH SOFTWARE OR HARDWARE WILL BE ERROR-FREE, ACCOMPLISH A SPECIFIED PURPOSE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL, OR METRIC.
   
   (b) Without limiting the generality of Section 8.4(a), Quinsite will not have any responsibility or liability with respect to the following: (i) impact on the Services by one or more regulatory inquiries or actions, which could prevent or limit the ability of Quinsite to continue to develop or provide the Services, or for Customer’s or its Authorized Users’ use of the Services, except where such actions were caused by Quinsite’s failure to comply with statutory requirements; and (ii) updates to the Services to address, mitigate, or remediate any security or other vulnerabilities in the Services.
   
   (c) Customer acknowledges and understands that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptographic systems and the SaaS Services, which could result in the theft or loss of Customer’s cryptographic property. To the extent possible, Quinsite intends to update the code underlying the SaaS Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system against undisclosed vulnerabilities. By using the SaaS Services, Customer acknowledges these inherent risks.
   
   (d) Customer further acknowledges that applications are computer code subject to flaws and acknowledge that Customer solely is responsible for evaluating the trustworthiness of any third-party websites, products, smart-contracts, or content Customer accesses or uses through the SaaS Services. The terms and conditions set forth herein in no way evidence or represent an ongoing duty to alert Customer to all of the potential risks of utilizing the SaaS Services.

9. Limitation of Liability
    
   9.1 EXCEPT TO THE EXTENT ARISING IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, LOST PROFITS, CONSEQUENTIAL, REMOTE, COVER, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL QUINSITE’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER, OR TO ANY THIRD PARTY, FOR CLAIMS, LOSS, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY, OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT, EXCEED THE FEES PAID TO QUINSITE UNDER THE ORDER FORM IN CONNECTION WITH WHICH SUCH CLAIM, LOSS, OR DAMAGE AROSE DURING THE TWELVE (12)-MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, LOSS, OR DAMAGE. NO CLAIM MAY BE ASSERTED BY A PARTY AGAINST THE OTHER PARTY MORE THAN TWELVE (12) MONTHS AFTER THE EXPIRATION OR TERMINATION OF THE TERM. EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE RISK BETWEEN QUINSITE AND CUSTOMER, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
   
   9.2 CUSTOMER ACKNOWLEDGES QUINSITE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ACCORDINGLY, QUINSITE WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
   
   
10. Indemnification
     
    10.1 Indemnification by Quinsite. Subject to the exceptions set forth in Section 10.3, at its sole cost and expense, Quinsite agrees to defend and hold harmless Customer and its affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors and assigns (collectively, the “Customer Indemnitees”) from and against any claims, suits, actions, or other proceedings asserted by a third party (each, a “Claim”), and to indemnify Customer Indemnitees from and against any and all losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) arising from such Claim and directly related to: (a) the infringement or misappropriation of any intellectual property right of such third party to the extent caused by Quinsite; (b) Quinsite’s gross negligence or willful misconduct; or (c) Quinsite’s material breach of Section 6, 8.1, or 8.2. Notwithstanding the foregoing, Quinsite’s indemnification obligations under this Section 10.1 shall not apply to any Claims for which Customer is obligated to indemnify Quinsite under Section 10.2.
    
    10.2 Indemnification by Customer. Subject to the indemnification obligations under Section 10.1, at its sole cost and expense, Customer agrees to defend and hold harmless Quinsite and its affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors, and assigns (collectively, the “Quinsite Indemnitees”) from and against any Claims, and to indemnify Quinsite Indemnitees from and against any and all Losses arising from such action or claim and directly related to: (a) Customer’s or any Authorized User’s breach of any term or condition, or of any representations or warranties, set forth in this Agreement; (b) Customer’s or any Authorized User’s gross negligence or willful misconduct; (c) the acts or omissions of any Authorized User in connection with the access to or use of the SaaS Services (except to the extent due to Quinsite’s failure to follow Customer’s timely instructions with respect thereto), regardless of whether such Authorized User has been terminated in accordance with Section 3.3; (d) any Claim or action brought by or on behalf of a Customer’s customers, service providers, or patients; or (e) Customer’s infringement, violation or misappropriation of any intellectual property or other rights of any third party.
    
    10.3 Exceptions to Indemnification Obligations. Notwithstanding anything to the contrary set forth in this Section 10, Quinsite’s indemnification obligations set forth in Section 10.1 shall not apply to the extent the applicable Claims arise out of or in connection with: (a) Customer’s misuse or unauthorized use of the Services; (b) Customer’s combination of the Software with any products, services, information, materials, technologies, business methods or processes not furnished or authorized by Quinsite; or (c) Customer’s manipulation, modification, or alteration of the Software. Upon the occurrence of any claim for which Quinsite is or may be obligated to indemnify Customer pursuant to clause (a) of Section 10.1, or in the event that Quinsite believes that Losses related to such Claim are likely, Quinsite may, at its option: (x) appropriately modify the Software so that it becomes non-infringing, or substitute functionally equivalent software; or (y) obtain a license to the applicable third-party intellectual property rights.
    
    10.4 Indemnification Process. With respect to any Claim for which a Party seeks indemnification under this Section 10, the indemnified Party will: (a) promptly provide the indemnifying Party with written notice of such Claim (which notice shall be provided no later than thirty (30) days after the indemnified Party becomes aware of such Claim); (b) permit the indemnifying Party, at its option, to assume control over the investigation, defense, and disposition of such Claim; (c) reasonably cooperate with the indemnifying Party, at the indemnifying Party’s reasonable expense and request, in the investigation, defense, and disposition of such Claim; and (d) promptly furnish the indemnifying Party with copies of all notices and documents (including court papers) received by the indemnified Party in connection with such Claim. In no event shall the indemnifying Party settle or otherwise dispose of a Claim in any manner that admits material fault or wrongdoing by the indemnified Party, or that or incurs any non-indemnified liability on the part of the indemnified Party, without the indemnified Party’s prior written consent. In the event that the indemnifying Party assumes control over the investigation, defense, and disposition of a Claim, the indemnified party shall have the right, but not the obligation, to be represented by counsel of its own selection, at its own expense.
    
    
11. Term and Termination
     
    11.1 Term; Renewal. The Term of this Agreement shall be as set forth in the Order Form. Unless otherwise provided in the Order Form, upon expiration of the Term, the Term shall automatically renew for additional successive periods of the same duration, unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to such expiration, in which case this Agreement shall expire without renewing upon the expiration of the then-current Term.
    
    11.2 Termination.
    
    (a) Termination for Breach. In the event that either Party materially breaches any provision of these Terms or the Order Form, the non-breaching Party may terminate this Agreement effective upon thirty (30) calendar days’ prior written notice to the breaching Party, provided that such material breach remains uncured upon the expiration of such thirty (30)-day period.
    
    (b) Termination for Insolvency. Either Party may terminate this Agreement effective immediately upon written notice to the other Party, in the event that the other Party: (i) files a petition in bankruptcy or for reorganization; (ii) a third party files a petition in bankruptcy or for reorganization against such other Party, which is not dismissed within sixty (60) days; (iii) an assignment is made by such other Party for the benefit of its creditors; or (iv) a receiver, trustee, liquidator, or custodian is appointed with respect to all or a substantial part of such other Party’s assets.
     
    11.3 Effect of Termination. Upon the expiration or termination of this Agreement, then as of the date of such termination or expiration: (a) Customer’s right to access and use the applicable SaaS Services provided thereunder will terminate; (b) Customer will discontinue all use of, and uninstall, all applicable Software provided thereunder; and (c) Customer will pay all applicable Quinsite Fees owed to Quinsite thereunder (including, but not limited to Late Fees) incurred on or prior the effective date of such termination or expiration.
    
    11.4 Survival. The provisions of Sections 2 (Fees; Payment Terms), 4 (Intellectual Property; Customer Data), 6 (Confidential Information), 7 (Protected Health Information), 8 (Representations, Warranties, and Covenants), 9 (Limitation of Liability), 10 (Indemnification), 11 (Term and Termination), 12 (Miscellaneous), and 13 (Key Definitions) shall survive any expiration or earlier termination of this Agreement.
    
    
12. Miscellaneous
     
    12.1 Use of Name. Neither Party shall use the other Party’s name or logo without such other Party’s prior written consent. Notwithstanding the foregoing, Customer hereby consents to Quinsite’s use of Customer’s name and logo in Quinsite’s marketing and promotional materials and on Quinsite’s website at: quinsite.com.
    
    12.2 Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to create a joint venture or partnership between the Parties or to give either Party the power to act as agent for the other or to enter into any agreement on behalf of the other Party.
    
    12.3 Force Majeure. A Party shall be excused from a delay or failure to perform its obligations under this Agreement (except for its payment obligations arising hereunder) if such delay or failure results from any event beyond such Party’s reasonable control and without its fault or negligence, including, but not limited to acts of God, internet or telecommunications breakdowns, utility or transmission failures, power failures, denial of service attacks, governmental restrictions, acts of the public enemy, insurrections, riots, embargoes, labor disputes, including strikes, lockouts, job actions or boycotts, fires, explosions or floods (each, a “Force Majeure Event”). Any time specified for completion of performance falling due during or subsequent to the occurrence of any such events shall be automatically extended for a period of time equal to the reasonably unavoidable period of such Force Majeure Event.
    
    12.4 Assignment; Successors. Neither Party may assign this Agreement or its rights or obligations hereunder without the other Party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, change in control or similar transaction, provided in each case that the assignee is not a direct competitor of the non-assigning Party. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any attempted assignment of this Agreement or any rights or obligations hereunder in contravention of this Section 12.4 shall be void ab initio.
    
    12.5 Notices.
     
    (a) Addresses. All notices related to this Agreement must be in writing, and addressed to the address of the applicable Party as set forth on the Order Form, or to such other address as either Party may instead reasonably designate by written notice to the other Party.
    
    (b) Delivery. All notices related to this Agreement must be delivered: (i) in person; (ii) by nationally recognized overnight courier (g., FedEx); or (iii) by registered or certified mail, postage prepaid, return receipt requested. All notices shall be accompanied by a courtesy copy emailed to the applicable Party (which email shall not constitute notice).
    
    (c) Receipt. Notices given in accordance with this Section 12.5 will be deemed to have been properly given: (i) if delivered in person, when actually delivered; (ii) if delivered by nationally recognized overnight courier, one (1) business day after the date sent; or (iii) if delivered by registered or certified mail, postage prepaid, return receipt requested, three (3) business days after the date postmarked.
    
    (d) Termination Notices. Notwithstanding Section 12.5(b), in the event of termination of this Agreement by Customer, Customer’s termination notice must be emailed to Quinsite at: accounts@quinsite.com.
     
    12.6 Entire Agreement. This Agreement constitutes the entire agreement and understanding between Quinsite and Customer, and supersedes all prior and contemporaneous agreements, documents, and proposals, oral or written, between Quinsite and Customer.
    
    12.7 No Waiver. A Party’s failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.
    
    12.8 Amendment. This Agreement (including, for the avoidance of doubt, any provisions contained in the Order Form or the BA Addendum) may not be amended or modified except by the written consent of both Parties.
    
    12.9 Disputes.
     
    (a) Governing Law; Forum Selection. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of North Carolina, as it is applied to agreements entered into and to be performed entirely within North Carolina, without regard to any conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Both Parties irrevocably consent to the jurisdiction of the state courts located in Orange County, North Carolina. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT.
    
    (b) Dispute Resolution. Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration under the then current Commercial Arbitration Rules of the American Arbitration Association (including the expedited procedures and optional rules for emergency measures of protection thereunder) before a single arbitrator. Any such arbitration shall be conducted in Chapel Hill, North Carolina. Judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the Parties hereto or, if the Parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each Party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the Parties.
    
    (c) Remedies; Equitable Relief. Notwithstanding Sections 9 or 12.9(b), each Party hereby acknowledges and agrees that the terms, conditions and restrictions set forth in Sections 3 and 6 are reasonably necessary for the protection of the business and goodwill of the other Party, and that any breach or threatened breach by such Party of any of such terms, conditions or restrictions will cause the non-breaching Party substantial and irreparable harm for which monetary damages alone will not be adequate; and accordingly, that in the event of such a breach or threatened breach, the non-breaching Party has the right to seek immediate injunctive relief, specific performance, or other equitable or legal remedies available at law or in equity in a court of competent jurisdiction in the State of North Carolina without posting bond or other security. All rights and remedies hereunder are cumulative.
     
    12.10 Construction; Interpretation. This Agreement shall be interpreted in accordance with its terms, without any strict construction against or in favor of the drafting Party. The descriptive headings of this Agreement are for convenience only, and shall be of no effect in construing or interpreting any provision. As used in this Agreement, the term “including” (or “includes”) shall be deemed to mean “including without limitation” (or “includes without limitations”), and the word “or” shall be deemed to be disjunctive but not necessarily exclusive.
    
    12.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then: (a) such invalidity or unenforceability will not affect the other provisions of this Agreement; and (b) such invalid or unenforceable provision will be reformed as necessary to make it valid and enforceable, in a manner that most closely approximates the original intent of such provision.
    
    12.12 Signatures; Counterparts. Any documents to be signed by the Parties in connection with this 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. Counterparts may be delivered via email in “.pdf” form with any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., DocuSign), or via other transmission method.
    
    
13. Key Definitions
     
    13.1 As used herein, the terms set forth below shall each have the corresponding meanings.

“Agreement” means, collectively, these Terms, the Order Form, and all attachments, exhibits, or schedules to these Terms the Order Form, including without limitation the BA Addendum.

“Authorized Users” means Customer’s employees and agents who are authorized by Customer to access and use the SaaS Services on Customer’s behalf through Access Credentials issued by Quinsite in accordance with any usage restrictions set forth in the Order Form for such SaaS Services (including without limitation any limits on the number of Authorized Users).

“BA Addendum” means Quinsite’s business associate addendum, located at https://www.quinsite.com/business-associate-addendum, provided that if Quinsite and Customer have mutually executed a different agreement stating an intent to be incorporated by reference into these Terms as a "Business Associate Addendum," then "BA Addendum" shall instead mean such other agreement.

“Order Form” means an order form or other purchasing document signed by an authorized representative of each Party and to which these Terms are attached or incorporated into by reference, setting forth: (a) the SaaS Services to be provided to thereunder, if any; (b); the Professional Services to be provided to thereunder, if any; (c) the Term; and (d) certain other material terms.

“Term” means the period of time for which this Agreement will be in effect, as set forth in the Order Form.

“Professional Services” means those onboarding, training, or other professional services described in the Order Form.

“SaaS Services” means the features and functionalities of Quinsite’s proprietary healthcare analytics software-as-a-service platform as set forth in the Order Form, and which are made available to Customer and its Authorized Users in accordance with this Agreement.

“Services” means the SaaS Services and the Professional Services.