1. Definitions
   

“Data” means End User Data, Practitioner Data and Output Data, collectively.

“End User” means an individual client of the Practitioner, whose personal information is handled on the Platform.

“End User Data” means the personal informationabout an End User collected and generated through the Platform, as detailed in the Kai’s Privacy Policy.

“Practitioner Data” means the personal information about the Practitioner, which is collected through the Platform and in connection with the Services.

“Output Data” means reports, analytics, and other types of information and data that the Service may generate, provide, or make available to Practitioner or End User.

“Service” or “Platform” means Kai’s artificial intelligence-powered coach designed to assist End Users to achieve their personal development and wellness goals.

The “Subscription(s)” means the Parctitionersubscription or add-on package(s) purchased by the Practitioner in accordance with these Terms,including any quotas, package specifications or time or metric limits or measurements applicable to the subscription package or add-on which are presented to the Practitioner in the Subscription Form.

The “Subscription Fees” or the “Fees” mean the subscription fees payable by Practitioner to Kai for the Subscription(s) in accordance with the respective Subscription(s) package that the Practitioner selected, as set out in the Subscription Form.

“Subscription Form” means the online subscription process, in which the Practitioner selects a Subscription.

“Subscription Period” shall mean the period set forth in Practitioner’s Subscription.

2. Scope

2.1. Kai will provide the Practitioner and its End Users access to use the Service, in accordance with the Subscription(s) purchased by the Practitioner. 

2.2. By submitting a Subscription Form, the Practitioner agrees to purchase the selectedSubscription. By completing a Subscription Form, Practitioner acknowledges that it has reviewed the Subscription Fees and other specifics of the User Subscription that Practitioner has selected pursuant to the Subscription Form and agrees that the use of the Platform and the Service is subject to those Subscription Fees and other specifics of the Subscription selected.

2.3. The Practitioner acknowledges that the Service is an Artificial-Intelligence-powered coach designed to assist End Users in reaching personal development and wellness goals. It is not, and is not intended as, a substitute for the Practitioner’sin-presence, qualified, professional diagnosis, advice, guidance, or treatment.

3. Restrictions

3.1. The Practitioner may not modify, make derivative works of, disassemble, de-compile or reverse engineer any binary-code part of the Service, or otherwise attempt to discover its underlying code, structure, implementation, or algorithms.

3.2. The Practitioner may not use the Service to develop, or create, or permit others to develop or create a product or service similar or competitive to the Service.

3.3. The Practitioner may not offer the Service to third parties (it being agreed that End User’s use of the Service is permitted), including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Service or any part thereof.

3.4. The Practitioner may not perform or attempt to perform any of the following in connection with the Service: 

3.4.1. Breaching the security of the Service, identifying, probing, or scanning any securityvulnerabilities in the Service,

3.4.2. Accessing data not intended for the Practitioner;

3.4.3. Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Service;

3.4.4. Working around any technical limitations in the Service;

3.4.5. Using any tool to enable features or functionalities that are otherwise disabled,inaccessible or undocumented in the Service;

3.5. THE PRACTITIONER MAY NOT USE THE SERVICE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY, OR OTHERWISE VIOLATE ANY APPLICABLE LAW.

4. Subscription Fees

4.1. All Fees due to Kai in connection with the Service must be paid pursuant to the applicable Subscriptions selected by Practitioner in the Subscription Form, and according to the payment and pricing terms specified therein and below.

4.2. Kai will charge the Practitioner for the Subscription Fees in advance of each subscription cycle.

4.3. To the extent indicated in the Subscription, the Subscription runs for the periodic subscription cycle specified for each Subscription and automatically renews for successive periods of the same duration unless the Practitioner cancels the renewal by using the appropriate option on the Platform’s dashboard at least five business before the last day of the subscription cycle. The Subscription will not be terminated during the Subscription’s cycle, and no refund will be provided for the unused portion of a Subscription cycle. 

4.4. Kai reserves the right to change the Subscription Fees and any additional applicable fees related to the Services by providing prior notice to the Practitioner before the end of the then-current Subscription cycle. The updated Subscription Fees for the Service will apply as of the Subscription cycle immediately after the one in which the notice of the change in the Subscription Fee was given. 

4.5. Payments are charged in the currency and amounts indicated in the Subscription and are payable by credit card unless otherwise agreed with Kai. The Practitioner acknowledges and agrees to assume all payment commissions and surcharges imposed by the applicable payment provider.

4.6. Fees are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupation, or similar taxes, together with tariffs, duties, or similar surcharges, freight, and insurance. The Practitioner agrees to pay all such charges, unless, in the case of taxes, they are subject to a release or other exemption certificate in the appropriate form for the jurisdiction in which the Practitioner’s place of business or residence is located. If Kai is required to pay additional taxes, the Practitioner will immediately reimburse and hold Kai harmless for any such additional taxes.

4.7. If Kai has not received payment for any invoices by the due dates and without prejudice to any other rights and remedies of Kai, Kai may, without liability to the Practitioner, disable the Practitioner’s account and its own and End Users access to the Service, and Kai will be under no obligation to provide any or all of the Serviceswhile the invoice(s) concerned remain unpaid.

5. Data Processing

5.1. Kai will collect and process End User Data. The Practitioner acknowledges and agrees that End User Data may include personal data, personally identifiable information, and protected health information, therefore –

5.1.1. If the Practitioner is a Covered Entity under the U.S. federal Health Insurance Portability and Accountability Act (HIPAA), then Kai is Business Associate under HIPAA, and the parties are bound by the Business Associate Agreement appended to these Terms as Appendix A (it being agreed that the Business Associate Agreement shall control and prevail in case of any inconsistency between it and the other parts of the Terms). 

5.1.2. If the Practitioner is not a Covered Entity under the U.S. federal Health Insurance Portability and Accountability Act (HIPAA), then Kai will collect and process End User Data in accordance with the Kai Privacy Policy. Kaiwill dedicate commercially reasonable efforts and measures, to maintain the confidentiality of Data that Kai is exposed to, and to prevent and refrain from, disclosure or use of Data for purposes other than those specified in these Terms and in the Kai Privacy Policy. Kai’spersonnel will access Data on a strict ‘need to know’ basis.

6. Intellectual Property

6.1. All rights, title and interest in and to the Service (except – as provided below with respect to End Users’ content), including, without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are owned by, or licensed to Kai.

6.2. Unless otherwise expressly permitted in the Terms, you may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of any of the content on the Service, which is subject to intellectual property rights or other proprietary rights, either by yourself or by a third party on your behalf, in any way or by any means, including, but not limited to electronic, mechanical or optical means, without prior written authorization from Kai.

6.3. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to the trademarks, services marks and logos of Kai. You must refrain from any action or omission which may dilute or tarnish our goodwill.

6.4. you hereby assign to Kai all right, title and interest in and to any feedback you may be sharing with Kai regarding Kai or the Service, including the right to make commercial use thereof, for any purpose Kaideems appropriate. Such feedback shall be deemed to include, but not limited to, information about product use experience, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, and the Service’s compatibility and interoperability.

6.5. KAI DOES NOT CLAIM OWNERSHIP OVER CONTENT THAT END USERS SHARE OR OTHERWISE MAKE AVAILABLE THROUGH THE SERVICE.

7. Changes in the Service and Discontinuation

7.1. We may also, at any time and without prior notice, change the layout, design, scope, features or availability of the Service. Such changes, by their nature, may cause inconvenience or even malfunctions. YOU AGREE AND ACKNOWLEDGE THAT WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH ANY SUCH RESULTING INCONVENIENCE OR IMMATERIAL MALFUNCTIONS OR FAILURES.

7.2. We may, at any time, at our sole discretion, discontinue, terminate or suspend the operation of the Service, or any part or aspects thereof, temporarily or permanently. If we discontinue, terminate or suspend the operation of the Service for substantial periods, you may cancel your Subscription and receive a pro-rated refund for the unused portion of the Subscription.

8. Disclaimer of Warranty

8.1. THE SERVICE IS PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. WE AND OUR STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, YOUR USER ACCOUNT, ANY INTERACTION RELATED TO THE SERVICE AND ANY COMMUNICATION BETWEEN END USERS AND THE SERVICE. WE AND OUR STAFF DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY OR ACCURACY – REGARDING THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.

9. Limitation of Liability

9.1. WE AND OUR STAFF SHALL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, DEATH OR BODILY INJURY, ARISING FROM, OR IN CONNECTION WITH THE SERVICE, THE USE OF OR THE INABILITY TO USE THE SERVICE OR YOUR USER ACCOUNT, ANY COMMUNICATION OR INTERACTIONS WITH THE SERVICE OR IN CONNECTION WITH THIRD PARTY SERVICES SUCH AS SOCIAL NETWORKS, YOUR RELIANCE UPON OR THE EXPECTED OUTCOME FROM THE SERVICES, ANY INFORMATION AVAILABLE ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN SOLE RESPONSIBILITY.

9.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AND AGGREGATE LIABILTIY TO YOU FOR DAMAGES IN CONNECTION WITH THE SERVICE OR THESE TERMS, WHETHER IN TORT, CONTRACT, INDEMNITY, OR ANY OTHER THEORY OR LIABILITY, IS CAPPED AT THE TOTAL ANNUAL FEES PAYABLE TO US UNDER YOUR SUBSCRIPTION.

10. Indemnity

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, us and our staff, at your own expense and immediately after receiving a written notice thereof, from and against any damages, loss, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of the Service with End Users.

11. Termination

Kai and the Practitioner may each terminate these Terms by notifying the other party by email, at least 10 days in advance of the Subscription’s renewal date, of its decision not to renew the Subscription.

12. Governing law and venue

12.1. Regardless of your place of residence or where you access or use the Service from, these Terms and your use of the Service will be governed by and construed solely in accordance with the laws of the State of Delaware, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Delaware. 

12.2. Any and all disputes, claims or controversies between you and Kai regarding these Terms or the use of the Service, which are not amicably resolved, shall be settled through binding arbitration (rather than in court) by telephone, online or based solely upon written submissions without in-person appearance, administered by the American Arbitration Association (AAA), under its Commercial Arbitration Rules (which are available at www.adr.org). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. However, you may lodge claims in small claims court if your claim qualifies.

12.3. The Federal Arbitration Act and federal arbitration law apply to these Terms.

12.4. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would.

12.5. Payment of filing, administration and arbitrator fees will be governed by the AAA’s Commercial Arbitration Rules. These fees will be shared equally by you and us, unless the arbitrator: (i) determines that the claims are frivolous, in which case the claimant shall bear all such fees arising from the frivolous claim; or (ii) determines that the fees should be allocated differently.

12.6. You may opt-out of the above arbitration clause by emailing us to support@kai.ai, within 10 days of entering into these Terms for the first time, an opt-out notice that identifies yourself and clearly sets out your choice to opt out of dispute settlement by arbitration. In case of such opt-out, any and all disputes, claims or controversies between you and us regarding these Terms or the use of the Service, which are not amicably resolved, shall be subject to the exclusive jurisdiction and venue of the state and federal courts in New Castle County in the State of Delaware, USA.

12.7. Notwithstanding anything to the contrary in this section, either party may file: (a) an impleader claimagainst the other party in any court of competent jurisdiction; (b) in any court of competent jurisdiction a claim concerning the infringement (or alleged infringement) of intellectual property rights.

13. Miscellaneous

13.1. Assignment. You may not assign or transfer your rights and obligations under these Terms without our prior written consent. Any attempted or actual assignment by you, without our prior written consent, shall be null and void. 

13.2. Changes in ownership. We may, assign these Terms in their entirety, including all rights, duties, liabilities, performances, and obligations herein, upon notice to you and without obtaining the your consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of Kai’sequity or assets. By virtue of such assignment, the assignee assumes Kai’s stead, including all rights, duties, liabilities, performances, and obligations hereunder, and assignor shall be released therefrom.

13.3. Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.

13.4. Entire agreement. These Terms constitute the entire agreement between you and us concerning the subject matter herein, and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.

13.5. Waivers. No waiver, concession, extension, representation, alteration, addition or derogation from these Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative. Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.

13.6. Relationship. These Terms do not create any agency, partnership, employment or fiduciary relationship between you and us.

Appendix A

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (this “Agreement”) is entered into by and between the the Practitioner designated on the applicable Subscription Form (as defined in the Terms) (“Covered Entity”) and Kai.AI, Inc. a Delaware corporation(“Business Associate”), and is effective as of the date in which the Covered Entity subscribes to the Platform pursuant to the Terms to which this Agreement is appended (the “Effective Date”). 

This Agreement is entered into pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, Publ. L. No. 111-5 (“HITECH Act”), and its implementing regulations, including 45 C.F.R. Parts 160 and 164, Subparts A and E (the “Privacy Rule”), Subparts A and C (the “Security Rule”), and Subpart D (the “Breach Notification Rule”) (collectively, and as may be amended from time to time, “HIPAA”). All terms used in this Agreement and not defined herein shall have the meaning set forth in the applicable definition under HIPAA.

1. Scope. As of the Effective Date, this Agreement applies to all present and future engagements between Covered Entity and Business Associate (including the Terms), pursuant to which Business Associate receives from or receives or creates on behalf of, Covered Entity, protected health information.
2. Use and Disclosure of Protected Health Information. Business Associate may not use or disclose “Protected Health Information” (as defined in the Privacy Rule), received from, or received or created on behalf of, Covered Entity, except as follows:
3. Business Associate is permitted to use or disclose Protected Health Information as permitted or required by this Agreement or as required by law.
4. Business Associate is permitted to use or disclose Protected Health Information to perform functions, activities and services for, or on behalf of, Covered Entity pursuant to the Terms, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity.
5. Business Associate is permitted to use or disclose Protected Health Information for business planning and development (a health care operations function) on behalf of the Covered Entity.
6. Business Associate is permitted to use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
7. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528.
8. Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
9. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and state authorities, consistent with § 164.502(j)(1).
10. De-Identified Information. Business Associate may de-identify Protected Health Information (“De-identified Information”), provided that the de-identification is in compliance with 45 C.F.R. §164.502(d), and any such De-identified Information meets the standard and implementation specifications for de-identification under 45 CFR §164.514(a) or (b). Business Associate may use De-identified Information for any purpose. 
11. Safeguards. Business Associate agrees to use appropriate safeguards to prevent the use or disclosure of Protected Health Information received other than as permitted or required by this Agreement.
12. Reporting of Disclosures of Protected Health Information. Business Associate shall promptly report to Covered Entity any use or disclosure of Protected Health Information of which it becomes aware that is other than as provided for in the Terms or this Agreement, subject to the requirements of the Breach Notification Rule.
13. Agreement by Third Parties. Business Associate shall ensure, to the extent required by law, that any of its agents, including, but not limited to, subcontractors, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, agree to substantially the same restrictions and conditions that apply to Business Associate under this Agreement with respect to such Protected Health Information.
14. Access to Protected Health Information. Business Associate shall provide access, at the request of Covered Entity, to Protected Health Information in a designated record set (as defined in the Privacy Rule), to Covered Entity, or as directed by Covered Entity, to an individual in order to meet the requirements of 45 C.F.R. § 164.524.
15. Amendment of Protected Health Information. Business Associate agrees to amend Protected Health Information in a designated record set that Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 at the request of Covered Entity or an individual. Covered Entity shall notify Business Associate in writing of any amendment agreed to by Covered Entity with respect to any Protected Health Information.
16. Accounting of Disclosures. At the request of Covered Entity, Business Associate shall make available the information required to provide an accounting to an individual of disclosures of Protected Health Information about that individual, in accordance with 45 C.F.R. § 164.528.
17. Availability of Books and Records. Business Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created by Business Associate on behalf of Covered Entity, available to the Secretary of the Department of Health and Human Services (“HHS”) or any other officer or employee of HHS to whom the applicable authority has been delegated, as designated by HHS, for purposes of determining Covered Entity’s compliance with the Privacy Rule.
18. Obligations of Covered Entity. Covered Entity shall promptly notify Business Associate in writing of (a) any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of Protected Health Information; (b) any changes in, or revocation of, permission by an individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of Protected Health Information; (c) any amendments to Protected Health Information in a designated record set in accordance with 45 C.F.R. § 164.526; and (d) any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity except that Business Associate may use or disclose Protected Health Information for data aggregation or management and administrative activities of Business Associates.
19. Termination. In the event that Business Associate breaches any material provision contained in this Agreement, Covered Entity shall give Business Associate at least thirty (30) days’ written notice to cure the breach. In the event that Business Associate fails to cure the breach within the specified period, Covered Entity may terminate this Agreement and/or the Terms which relate to the breach. 
20. Return or Destruction of Protected Health Information upon Termination. Upon termination of this Agreement for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:
21. Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
22. Return to Covered Entity or destroy all other remaining Protected Health Information that the Business Associate still maintains in any form;
23. Continue to use appropriate safeguards and comply with the Security Rule with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information;
24. Not use or disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at Section 2 above which applied prior to termination; and
25. Return to Covered Entity or destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.
26. Effect. The terms of this Agreement shall supersede any other conflicting or inconsistent provisions in the Terms, including all exhibits or other attachments thereto and all documents incorporated therein by reference. Except as modified by this Agreement, all other provisions of the Terms shall remain in force and effect.
27. Amendment. If any of the regulations promulgated under HIPAA are amended or interpreted in a manner that renders this Agreement inconsistent therewith, the parties may amend this Agreement to the extent necessary to comply with such amendments or interpretations.
28. No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended to confer, nor shall anything confer, upon any persons other than Covered Entity and Business Associate, and their respective successors and assigns, any rights, remedies, obligations or liabilities whatsoever.
29. General Provisions.
30. This Agreement shall be governed by and construed and enforced in accordance with governing law specified in the Terms and each of the parties hereto hereby consents to the dispute resolution mechanism specified in the Terms.
31. All notices or communications required or permitted pursuant to the terms of this Agreement shall be in writing and will be delivered in person or by means of certified or registered mail, postage paid, return receipt requested, to such Party at its address as set forth below, or such other person or address as such Party may specify by similar notice to the other party hereto, or by facsimile with a hard copy sent by mail with delivery on the next business day or by email with receipt confirmation. All such notices will be deemed given upon delivery or delivered by hand, on the third business day after deposit with the U.S. Postal Service, and on the first business day after sending if by facsimile.
32. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement.
33. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provisions of this Agreement.
34. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
35. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither Party shall assign or delegate its rights, duties, or obligations under this Agreement, without the prior written consent of the other Party.
36. In the performance of the duties and obligations of the Parties pursuant to this Agreement, each of the Parties shall always be acting and performing as an independent contractor, and nothing in this Agreement shall be construed or deemed to create a relationship of employer and employee, or partner, or joint venture, or principal and agent between the Parties.
37. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended, and for which compliance is required.