Terms of Use Agreement

Yapi Inc.

Effective Date: November 1, 2023

THIS AGREEMENT

PLEASE READ THIS TERMS OF USE AGREEMENT (THESE “TERMS”) CAREFULLY.  THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT MADE BETWEEN YAPI, INC. (“YAPI“, “WE”, “US”, OR “OUR”) AND THE ENTITY YOU REPRESENT (“YOU”), AS A USER OF YAPI’S PLATFORM, PRODUCTS, SERVICES, WEBSITES, AND/OR MOBILE APPLICATIONS, AND ALL ASSOCIATED SOFTWARE AND CONTENT MADE AVAILABLE THROUGH ANY OF THE FOREGOING, INCLUDING TEXT, IMAGES, APPLICATIONS, TEMPLATES, REPORTS, FEATURES, FUNCTIONALITY, UPDATES, AND OTHER INFORMATION AND MATERIALS (COLLECTIVELY, THE “SERVICES”).

BY CLICKING ON THE “PAY $__ AND SUBSCRIBE” BUTTON WHEN YOU ORDER ANY SERVICES OR BY ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH YAPI, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE ENTITY YOU REPRESENT OR WORK FOR, AND TO BIND THAT ENTITY TO THESE TERMS.  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING ANY OF THE SERVICES.

THESE TERMS ARE SUBJECT TO CHANGE BY YAPI IN ITS SOLE DISCRETION AT ANY TIME.  WHEN CHANGES ARE MADE, YAPI WILL MAKE A COPY OF THE UPDATED TERMS AVAILABLE AT THIS WEBSITE AND UPDATE THE “EFFECTIVE DATE” AT THE TOP OF THESE TERMS.  IF WE MAKE ANY MATERIAL CHANGES TO THESE TERMS, WE WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THIS WEBSITE AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS YOU HAVE PROVIDED IN YOUR YAPI ACCOUNT.  ANY CHANGES TO THESE TERMS WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE SERVICES AND WILL BE EFFECTIVE FOR EXISTING USERS UPON THE EARLIER OF (A) FOURTEEN (14) DAYS AFTER THE “EFFECTIVE DATE” AT THE TOP OF THESE TERMS, OR (B) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED TERMS IF WE PROVIDE A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE), WHICH YAPI MAY REQUIRE BEFORE FURTHER USE OF ANY OF THE SERVICES IS PERMITTED.  IF YOU DO NOT AGREE TO THE UPDATED TERMS, YOU MUST STOP USING ALL SERVICES UPON THE APPLICABLE EFFECTIVE DATE OF THE UPDATED TERMS.  OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER SUCH EFFECTIVE DATE OF THE UPDATED TERMS CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED TERMS.  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. YOU AGREE THAT YAPI’S CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED TERMS.

Your use of, and participation in, certain Services may be subject to additional Yapi policies that are made available on this website or through any of the other Services from time to time, and/or additional terms that will be presented to you for your review and acceptance (collectively, “Supplemental Terms”). If these Terms are inconsistent with any Supplemental Terms, such Supplemental Terms will control with respect to the applicable Service. All Supplemental Terms are hereby expressly incorporated into these Terms by reference, and are referred to, along with these Terms, as the “Agreement.”

SERVICES
Subject to and conditioned on your continued compliance with the Agreement, Yapi grants to you during the term of the Agreement a non‐exclusive, non‐transferable, and non-sublicensable right to access and use the Services you have ordered from Yapi through your Yapi account’s Billing Portal or through a separate ordering document executed by each of you and Yapi (in each case, an “Order”), solely for your own internal business purposes. All rights not expressly granted to you in the Agreement are reserved by Yapi. Access to the Services will be made available after the completion of any applicable and agreed upon implementation processes.

Certain Services and/or your Yapi account are intended to require a user ID and password to access and use. You are solely responsible for maintaining the confidentiality of such user IDs and passwords (collectively, “Access Credentials”). You agree that Yapi is not responsible for any loss or damage that results from another person’s or entity’s access to and use of the Services or your Yapi account using your Access Credentials. You agree to immediately notify Yapi regarding any unauthorized access to or use of any of your Access Credentials, any requirement to deactivate any Access Credentials, or in the event that you suspect that any of your Access Credentials have been lost, stolen, compromised, or otherwise misused.

By ordering or using any of the Services and/or registering for a Yapi account, you represent and warrant that: (1) all information you submit in connection therewith will be true, accurate, current, and complete; and (2) you will maintain the accuracy of such information and promptly update such information as necessary. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of any or all of the Services.

As part of our ongoing mission to improve the Services, we reserve the right to change, modify, or remove content in or features of the Services at any time at our sole discretion and without liability.  If we make any material modifications to the Services, we will use commercially reasonable efforts to provide you with notice of such modifications. We also reserve the right to make changes to the third party practice management systems with which we integrate in order to provide the Services.

THIRD PARTY PRODUCTS AND SERVICES
Yapi or third parties may make available, or you may choose to use, certain third party products, services, applications, and/or websites (“Third Party Products”) in connection with your use of the Services. Any use by you of any Third Party Products, including any exchange of Your Data between the Services and Third Party Products, is solely between you and the applicable providers of the Third Party Products. Yapi does not endorse, warrant or support Third Party Products and Yapi is not liable for your use of Third Party Products.

The Services may include a listing Service pursuant to which your business information and customer reviews (collectively, “Business Information”) are submitted by Yapi to Third Party Products. You agree that Yapi may submit and register Business Information with such Third Party Products in connection with such listing Services.  Yapi does not make any promises or guarantees with respect to such submissions. You may request in writing the removal of any Business Information from any websites that are controlled by Yapi. However, Yapi cannot guarantee the removal of such Business Information from any Third Party Products, and Yapi cannot and is not liable in connection with any Business Information or Third Party Products.

FEES, PAYMENT TERMS AND TAXES
The fees for the Services will be specified in your Order (the “Fees”).  If you are a monthly paid subscriber, the Fees for the Services will be charged on a monthly basis, and will be due at the beginning of each month of your subscription. If you are an annually paid subscriber, the Fees for the Services will be charged on an annual basis and will be due within 30 days after the start of each annual subscription. Any additional charges for Services such as set‐up, implementation, training, and other one‐time Fees will be due on the date that you purchase such Services. Fees are non-refundable unless expressly set forth herein or in your Order.

You agree to pay all Fees in accordance with the payment method, payment schedule, and terms set forth in your Order. Your payment method for the payment of all Fees owed by you, which may be an authorization for debits to your designated bank account via the automated clearing house network (ACH), your valid credit card from an issuer accepted by Yapi (with an additional service fee for credit card charges), or your valid PayPal account or other payment provider accepted by Yapi (each, a “Payment Provider”), will be as agreed to by Yapi and set forth in your Order. Your Payment Provider agreement governs your use of the designated payment method and account, and you must refer to that agreement, not these Terms, to determine your rights and obligations with respect to such payment methods and accounts. By providing Yapi with your Payment Provider account information, you agree that Yapi is authorized to immediately charge your Payment Provider for all Fees as they become due and payable and that no additional notice or consent is required.  You agree to immediately notify Yapi of any change in your billing address or the Payment Provider account used for payment hereunder. Yapi reserves the right at any time to change its prices for the next renewal term of your subscription (i.e., the following month for monthly subscribers, and the following annual period for annual subscribers) upon posting notice in your Yapi account’s Billing Portal or by e-mail delivery to you. 

If payment by your Payment Provider is denied, or you otherwise fail to make any payments owed to Yapi, we may, in our sole discretion, suspend or terminate your access to the Services and/or terminate the Agreement. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) calculated daily and compounded monthly will apply to any unpaid balance which is more than thirty (30) days overdue.

The Fees do not include any taxes that may be due in connection with your use of the Services and you are responsible for the payment of all such taxes. If we determine that we have a legal obligation to collect any taxes from you in connection with your use of the Services, we may collect such taxes in addition to the Fees. Upon Yapi’s request, you will provide us with official receipts issued by the appropriate taxing authority or other evidence that you have paid all applicable taxes. You will indemnify Yapi for any liability or expense Yapi may incur in connection with your obligation to pay any taxes.

TERM AND TERMINATION
The Agreement will begin on the date you submit your Order (or, if applicable, the later start date otherwise specified in your Order) and will remain in full force and effect for the duration of your subscription (including automatic renewals), as agreed to between you and Yapi and indicated in your Order. If you are a month-to-month subscriber, your subscription to the Services will continue and automatically renew on a month-to-month basis. If you are an annual subscriber, your subscription to the Services will continue and automatically renew on a year-to-year basis. You may elect not to renew your subscription to the Services by filling out and submitting the “Cancel Subscription” form in your Yapi account’s Billing Portal at least 30 days before your next renewal subscription period is scheduled to begin. 

If you submit the “Cancel Subscription” form in your Yapi account’s Billing Portal in accordance with the above, you may continue to use the Services in accordance with the Agreement until the end of your current subscription term, and your subscription will not be renewed after such current subscription term expires.    By subscribing to any of the Services, you authorize Yapi to charge your Payment Provider now, and again at the beginning of each subscription renewal period.  Upon renewal of your subscription, if Yapi does not receive payment from your Payment Provider, (1) you agree to pay all amounts due on your account upon demand, and (2) you agree that Yapi may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your access to the Services will be reactivated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

WITHOUT LIMITING ANY OTHER PROVISION OF THE AGREEMENT, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT LIABILITY, TO DENY ACCESS TO AND USE OF THE SERVICES IF YOU BREACH ANY TERMS OF THE AGREEMENT OR ANY APPLICABLE LAW OR REGULATION IN CONNECTION WITH YOUR USE OF THE SERVICES. WE RESERVE THE RIGHT TO DISCONTINUE OFFERING ANY OF THE SERVICES AT THE CONCLUSION OF YOUR THEN-CURRENT SUBSCRIPTION TERM. AFTER TERMINATION OF THE AGREEMENT, WE WILL RETAIN YOUR DATA IN COMPLIANCE WITH OUR THEN-CURRENT DATA RETENTION POLICIES AND WILL OTHERWISE HAVE NO OBLIGATION TO RETAIN ANY OF YOUR DATA.

INTELLECTUAL PROPERTY RIGHTS
No rights of ownership in or related to the Services are conveyed or transferred to you. Yapi and its suppliers exclusively own all right, title, and interest, including all related intellectual property rights, in and to the Services and modifications thereto, including all related software and other technology, and all content and functionality made available through the Services (other than Your Data).  If you provide us with any suggestions, enhancement requests, feedback, or other information regarding the Services (collectively, “Feedback”), you acknowledge and agree that Yapi shall exclusively own all Feedback and you hereby assign to Yapi all right, title, and interest that you may have in and to all Feedback.

The trademarks, service marks, product and service names, and logos associated with the Services are the sole property of Yapi and its suppliers, and you acknowledge and agree that you have no rights in any of the foregoing other than the limited right of use for your internal business purposes as set forth in the Agreement.

YOUR DATA
You retain all right, title, and interest to the data and information that you submit to any of the Services (collectively, “Your Data”), subject to Yapi’s right to use Your Data for the purposes of providing the Services to you and your users. 

You grant us, in connection with our provision of the Services, a non-exclusive license to use the names of the dentists in your practice, your practice and/or company name, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide in your Yapi account or otherwise to Yapi (collectively, “Your Marks”).

You also grant Yapi the right to receive, use, and disclose Your Data and Your Marks for additional business purposes, provided that when disclosing Your Data for purposes unrelated to the Services, Your Data will be de‐identified so that it is not identifiable to any particular individual, but may be identifiable to your practice, and include your Business Information.

You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to the use of Your Data that is submitted, posted, transmitted or made available through your use of the Services. You acknowledge and agree that Yapi does not have the obligation to monitor Your Data or the data submitted to the Services by Yapi’s other customers and users, nor does Yapi warrant or guarantee the accuracy, integrity, or quality of any of Your Data or such other customer or user data. Yapi is not liable for: (1) any statements or representations included in Your Data; (2) the deletion, correction, or improper or erroneous upload or extraction of Your Data; or (3) the loss, failure to store, or unauthorized use or access to any of Your Data while it is in transit to Yapi’s systems. Notwithstanding anything to the contrary herein, you agree that, as a part of the Services, Yapi has the right to collect, use and analyze any deidentified information derived from Your Data (collectively, the “Deidentified Data”) for Yapi’s lawful business purposes, including to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and any other Yapi offerings.

If Yapi on its own or through any third party becomes aware that any of Your Data is in violation of any applicable law, rule or regulation, or infringes or otherwise violates the rights of any third party, Yapi has the right to immediately suspend your access to the Services and Your Data. Yapi may, in its sole discretion, refuse to post, remove, or require you to remove, any of Your Data, in whole or in part, alleged to be in violation of the rights of any third party or applicable law, rule, or regulation.

COMPLIANCE WITH LAWS
You acknowledge and agree that you are solely responsible for all activity occurring under your and your users’ accounts and you agree to comply with all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Services and Your Data, including those related to privacy, data protection, and the transmission of technical or personal data, including but not limited to the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act (collectively referred to herein as “HIPAA”).

You acknowledge and agree that it is your responsibility to comply, and you shall comply, with all applicable laws and regulations relating to the collection, use, sharing and other processing of data, including, but not limited to, HIPAA and all applicable state privacy laws and/or regulations, as such laws and regulations may be updated and amended from time to time. You represent and warrant that you have provided appropriate notice, obtained all necessary consents and authorizations, and have the legal right to use and disclose to Yapi all of Your Data for use with and in order to provide the Services, in compliance with all such applicable laws, rules and regulations.

PATIENT INFORMATION
The Services may enable you to upload and store confidential patient information. Applicable state and federal laws, as well as ethical and licensure requirements of your profession, may impose obligations with respect to patient confidentiality that may limit your ability to make use of certain Services or to transmit certain information to other parties. You represent and warrant that you will comply with all laws applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of patient information, including but not limited to HIPAA, and you will use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are solely responsible for obtaining, maintaining, and verifying that you have obtained and are maintaining all consents and permissions required or advisable to disclose, process, retrieve, transmit, and view patient information that you transmit and/or store in connection with the Services. You agree that Yapi, its suppliers, and all other persons and entities involved in the operation of the Services, have the right to monitor, retrieve, store, and use patient information in connection with the operation of the Services, and that you are acting on your patients’ behalf in transmitting their information. To the extent that you provide Yapi with access to any protected health information subject to HIPAA, you acknowledge and agree that Yapi’s Business Associate Addendum, which is attached to these Terms as Exhibit A, governs the privacy and security of the protected health information that Yapi receives on your behalf. YOU AGREE THAT BY CLICKING ON THE “PAY $__ AND SUBSCRIBE” BUTTON WHEN YOU ORDER ANY SERVICES OR BY ACCESSING OR USING ANY OF THE SERVICES, YOU FURTHER REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE BUSINESS ASSOCIATE ADDENDUM.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THE BUSINESS ASSOCIATE ADDENDUM, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING ANY OF THE SERVICES.    NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YAPI CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR YOUR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, UPLOADED, OR STORED USING THE SERVICES.

You agree that you are responsible for having certain policies, including but not limited to a terms of use and privacy policy on your websites that interoperate with the Services. Such privacy policy must, at a minimum: (1) disclose any and all uses of personal information that you collect from patients and customers of your business; and (b) include a description of the collection and use of such information.

TRANSMITTING MESSAGES
The Services may enable you to use or transmit Your Data and/or direct the Services to make contacts via any channel (in either case, “Messages“) to, or with, recipients of the Messages (“Recipients“).You are solely responsible for securing any and all consents and authorizations from Recipients that may be required by applicable law, including for transmitting Messages through the Services.

You represent and warrant that:

  1. You have the legal right to use all of Your Data and to send all Messages to Recipients, and the content, timing and purpose of all Messages, campaigns and programs are in compliance with all applicable laws, rules and regulations, including, but not limited to, HIPAA, the Telephone Consumer Protection Act and implementing regulations at 47 CFR Part 64, Subpart L, (collectively, “TCPA“) and the CAN‐SPAM Act of 2003 (“CAN‐SPAM”).
  2. You have obtained all required consents and authorizations, as may be required by HIPAA, the TCPA, CAN‐SPAM, and other applicable laws and regulations, prior to using Your Data. You will not transmit or allow to be transmitted any of Your Data or Messages for which you do not have legally sufficient consent or authorization from the Recipient.
  3. You have implemented policies and procedures to honor a Recipient’s request to opt‐out of any Messages, campaign, or program transmitted by you through the Services.
  4. In the event that a Recipient notifies you that he or she has revoked his or her consent or authorization for you to transmit Messages through the Services, you will immediately cease to utilize the Services to transmit Messages to such Recipient and implement any and all steps that are required to deactivate any script or automated delivery of Messages scheduled to be sent to such Recipient.

You acknowledge and agree that you are the transmitter of all of Your Data and Messages and that Yapi is merely acting at your direction as a technology conduit for the transmission of Your Data and Messages and that Yapi assumes no responsibility or liability relating to or arising from your practices for obtaining legally sufficient consents and authorizations for use of Your Data and transmission of Messages.

NO MEDICAL ADVICE IS PROVIDED
The content and information that you obtain or receive from the Services is for informational and scheduling purposes only. Yapi does not recommend or endorse any specific providers, tests, procedures, opinions, or other information that may appear on the Services. All medical related information comes from independent health care professionals or organizations. THE CONTENT, INFORMATION AND ANY COMMUNICATIONS PROVIDED THROUGH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOUR USE OF INFORMATION PROVIDED ON THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON, OR MADE AVAILABLE THROUGH, THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.

NO DOCTOR-PATIENT RELATIONSHIP
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM YAPI, INCLUDING, BUT NOT LIMITED TO, THE SCHEDULING OF APPOINTMENTS AND/OR MEDICAL/HEALTHCARE RELATED MATERIALS ON THE SERVICES, LINKS TO OTHER SERVICES OR WEBSITES, OR ASSISTANCE PROVIDED ON OR THROUGH THE SERVICES TO HELP SCHEDULE APPOINTMENTS.

YAPI DOES NOT IN ANY WAY ENDORSE ANY PROVIDER OR INDIVIDUAL. IN NO EVENT WILL YAPI BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON SUCH INFORMATION. YAPI WILL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY PROVIDER, PATIENT, OR USER OF THE SERVICES.

Yapi has no control over, and cannot guarantee the availability of, any provider, patient, or user of the Services at any time. Yapi will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Services whatsoever.

RESTRICTIONS
You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not (and shall not permit any third party) to, unless otherwise set forth in the Agreement or pre-approved by Yapi in writing:

  1. Copy, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or commercially exploit any part of the Services.
  2. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory. 
  3. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. 
  4. Use the Services to advertise or offer to sell goods and services or in any way involving commercial activities and/or sales, such as contests, sweepstakes, barter, or advertising.
  5. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein. 
  6. Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing.” 
  7. Attempt to impersonate another user, person, or entity, including any employee or representative of Yapi or use the username of another user.
  8. Use any information obtained from the Services in order to harass, abuse, or harm another person. 
  9. Use the Services as part of any effort to compete with us or otherwise use Services and/or the content therein for any revenue-generating endeavor or commercial enterprise. 
  10. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services. 
  11. Delete, obscure, or modify any copyright or other proprietary rights notice from any part of the Services or the content therein. 
  12. Upload or transmit viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services. 
  13. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including any spider, robot, cheat utility, scraper, crawler, or offline reader that accesses the Services, or use or launch any unauthorized script or other software. 
  14. Disparage, tarnish, or otherwise harm, in our opinion, Yapi or the Services. 
  15. Take any action or make available any information or content on or through the Services that infringes or misappropriates any intellectual property, right of privacy, right of publicity, or other right of any person or entity. 

FORCE MAJEURE
Yapi will not be responsible for any delay, interruption, or other failure to perform under the Agreement due to acts beyond its reasonable control (“Force Majeure Events”). Force Majeure Events include, but are not limited to: natural disasters; epidemics, pandemics, power surges or failures; wars, acts of military authorities, riots, terrorist activities, and civil commotions; activities of local exchange carriers; unavailability of telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of Yapi.

CONFIDENTIALITY
Except as expressly permitted in the Agreement, neither party shall disclose to any third party any Confidential Information of the other party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. “Confidential Information” means any non‐public information and/or materials provided by a party under the Agreement to the other party and that should reasonably be understood to be confidential.

INDEMNIFICATION
You agree to indemnify and hold Yapi, its parents, members, subsidiaries, officers, directors, employees, licensors, partners, and affiliates harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) a claim alleging that any of Your Data infringes, misappropriates or otherwise violates the rights of, or has caused harm to, a third party; (b) your breach of any of the terms of the Agreement; (c) your violation of any applicable law or regulation; (d) a claim arising from any products or services that you offer or have offered on or through the Services; or (e) a third party claim arising from your use of the Services.

DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY THIRD-PARTY SERVICES LINKED TO THE SERVICES, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY THIRD PARTY PRODUCTS, OR ANY THIRD PARTY ADVERTISEMENTS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. YAPI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YAPI, ITS PARENT, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS, OR AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THE AGREEMENT, INCLUDING THE BUSINESS ASSOCIATE ADDENDUM, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, AND COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE, AND WHETHER OR NOT YAPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF YAPI ARISING FROM OR RELATED TO THE SERVICES OR THE AGREEMENT, INCLUDING THE BUSINESS ASSOCIATE ADDENDUM, SHALL BE LIMITED TO THE AMOUNT PAID TO YAPI BY YOU HEREUNDER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.  

GOVERNING LAW
THE AGREEMENT AND ANY ACTION RELATED THERETO ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE ENTIRELY PERFORMED WITHIN THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES.

DISPUTE RESOLUTION
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires you and Yapi to arbitrate disputes and limits the manner in which you and Yapi can seek relief from the other party. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with Yapi, will be resolved by binding arbitration, rather than in court, except that (a) you or Yapi may assert claims or seek relief in small claims court if such claims qualify, and (b) you or Yapi may seek equitable relief in court for infringement or other misuse of intellectual property rights.  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Agreement or any prior version of the Agreement. 

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: William J. Martin, P.A., 1020 N. Bancroft Parkway, Suite 100, Wilmington, Delaware 19805. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.   Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Yapi.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

YOU AND YAPI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Yapi are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in Los Angeles County, California.  All other disputes, claims, or requests for relief shall be arbitrated.

Except as provided above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

This Arbitration Agreement will survive the termination of your relationship with Yapi.

Notwithstanding any provision in this Agreement to the contrary, we agree that if Yapi makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Yapi at the following address: Yapi, 4100 W. Alameda Avenue, Suite 362 Burbank, CA 91505 or support@yapicentral.com.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, including via email, text message, calls, and push notification, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

SMS messages from us and our affiliated companies may include but are not limited to: operational communications concerning your account or the use of the Services, updates concerning new and existing features on the Services, or communications run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. Carriers are not liable for delated or undelivered messages. 

IF YOU WISH TO OPT OUT OF OPERATIONAL TEXTS OR PROMOTIONAL TEXTS FROM US, YOU CAN REPLY TO THE TEXT WITH THE WORD “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES AND WE WILL SEND YOU A SMS MESSAGE TO CONFIRM YOU HAVE UNSUBSCRIBED.  HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.

If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can email us at support@yapicentral.com. 

MISCELLANEOUS
The Agreement, including the Business Associate Addendum, and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Yapi’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may assign any or all of our rights and obligations to others at any time. If any provision or part of a provision of the Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from the Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of the Agreement or use of the Services. You agree that the Agreement will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of the Agreement and the lack of signing by the parties hereto to execute the Agreement.

CONTACT US 
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Yapi     
4100 W. Alameda Avenue, Suite 362
Burbank, CA 91404
United States  
Phone: 844-669-9274
support@yapicentral.com

EXHIBIT A

BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum (“Addendum”) is incorporated by reference into the Yapi Terms of Use  as Exhibit A by and between the applicable dental provider that has agreed to the Terms of Use (“Provider”) and Yapi, Inc. d/b/a Yapi (“Yapi”); provided, however, that the obligations set forth in this Addendum apply if and solely to the extent that Yapi receives, creates, maintains, uses, or discloses Protected Health Information in connection with the services that Yapi performs on behalf of Provider. Provider, in its capacity as a covered entity under HIPAA, is herein referred to as “Covered Entity” and Yapi, in its capacity as a business associate under HIPAA, is herein referred to as “Business Associate.” Each of Covered Entity and Business Associate may be referenced in this Addendum as a “Party” and collectively as the “Parties.” This Addendum shall be effective as of the date on which Business Associate first receives, creates, maintains, uses, or discloses Protected Health Information on behalf of Covered Entity (“Effective Date”). The Parties, intending to be legally bound, hereby agree as follows:

1) Definitions.
a) Except as otherwise defined in this Addendum, all capitalized terms used in this Addendum shall have the meanings set forth in HIPAA.
b) “Breach” shall mean the acquisition, access, use or disclosure of Protected Health Information in a manner not permitted by the HIPAA Privacy Rule that compromises the security or privacy of the Protected Health Information as defined, and subject to the exceptions set forth, in 45 CFR § 164.402.
c) “Electronic Protected Health Information” shall mean Protected Health Information that is transmitted or maintained in Electronic Media.
d) “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended and supplemented by the HITECH Act and its implementing regulations, as each is amended from time to time.
e) “HIPAA Breach Notification Rule” shall mean the federal breach notification regulations, as amended from time to time, issued under HIPAA and set forth in 45 C.F.R. Part 164 (Subpart D).
f) “HIPAA Privacy Rule” shall mean the federal privacy regulations, as amended from time to time, issued under HIPAA and set forth in 45 C.F.R. Parts 160 and 164 (Subparts A & E).
g) “HIPAA Security Rule” shall mean the federal security regulations, as amended from time to time, issued under HIPAA and set forth in 45 C.F.R. Parts 160 and 164 (Subparts A & C).
h) “HITECH Act” shall mean Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. §§ 17921-17954, and all its implementing regulations, when and as each is effective and compliance is required.
i) “Protected Health Information or PHI” shall mean Protected Health Information, as defined in 45 CFR §160.103, and is limited to the Protected Health Information received, maintained, created or transmitted on behalf of, Covered Entity by Business Associate in performance of the Underlying Services.
j) “Underlying Services” shall mean, to the extent and only to the extent they involve the creation, maintenance, use, disclosure or transmission of Protected Health Information, the services performed by Business Associate for Covered Entity pursuant to the Underlying Services Agreement.
k) “Underlying Services Agreement” shall mean the written agreement(s) (other than this Agreement) by and between the parties as amended, including the Terms of Use to which this Addendum is incorporated, pursuant to which Business Associate access to, receives, maintains, creates or transmits PHI for or on behalf of Covered Entity in connection with the provision of the services described in that agreement(s) by Business Associate to Covered Entity or in performance of Business Associate’s obligations under such agreement(s).

2) Permitted and Required Uses and Disclosures of Protected Health Information by Business Associate.
a) Business Associate may use or disclose Protected Health Information solely (1) as necessary to provide the Underlying Services to Covered Entity and in compliance with each applicable requirement of 45 CFR2 §164.504(e), (2) as required by Law or (3) as expressly otherwise authorized under this Addendum. Business Associate shall not use or disclose Protected Health Information for any other purpose or in any other manner.
b) Business Associate may, if necessary, use or disclose Protected Health Information for the proper management and administration of Business Associate, to carry out the legal responsibilities of Business Associate, or for product enhancement and development purposes; provided, that any disclosure is Required by Law or (2) Business Associate obtains reasonable advance written assurances from the person or party to whom the Protected Health Information is disclosed that (Y) the Protected Health Information will be held confidentially and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person or party, and (Z) the person or party promptly notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
c) Business Associate may de-identify any and all Protected Health Information created or received by Business Associate under this Addendum. Once Protected Health Information has been de-identified pursuant to 45 CFR 164.514(b), such information is no longer Protected Health Information and no longer subject to this Addendum.
d) Business Associate is permitted, for Data Aggregation purposes to the extent permitted under HIPAA, to use, disclose, and combine Protected Health Information created or received on behalf of Covered Entity by Business Associate pursuant to this Addendum with Protected Health Information received by Business Associate in its capacity as a business associate of other covered entities, to permit data analyses that relate to the Health Care Operations of the respective covered entities and/or Covered Entity.

3) Obligations of Business Associate.
a) Business Associate shall use appropriate safeguards, and comply, where applicable, with the HIPAA Security Rule with respect to Electronic Protected Health Information, to prevent use or disclosure of the information other than as provided for by this Addendum.
b) Business Associate shall mitigate any harmful effect of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Addendum.
c) Business Associate shall promptly report to Covered Entity: (i) any use or disclosure of Protected Health Information not provided for by this Addendum of which it becomes aware in accordance with 45 CFR § 164.504(e)(2)(ii)(C); and/or (ii) any Security Incident of which Business Associate becomes aware in accordance with 45 CFR § 164.314(a)(2)(i)(C).
d) Business Associate shall notify the Covered Entity within ten (10) days after Business Associate’s Discovery of any incident that involves an unauthorized acquisition, access, use, or disclosure of Protected Health Information; even if Business Associate believes the incident will not rise to the level of a Breach. Business Associate agrees that such notification will meet the requirements of the HIPAA Breach Notification Rule set forth in 45 CFR § 164.410. Business Associate shall provide to the Covered Entity the names and contact information of all individuals whose Protected Health Information was or is believed to have been involved, all other information reasonably requested by the Covered Entity to enable the Covered Entity to perform and document a risk assessment in accordance with the HIPAA Breach Notification Rule with respect to the incident to determine whether a Breach occurred, and all other information reasonably necessary to provide notice to Individuals, the Department of Health and Human Services and/or the media in accordance with the HIPAA Breach Notification Rule. In the event of an incident that is required to be reported under this Section III(d), Covered Entity may elect whether Covered Entity, Business Associate or a third party shall be responsible for conducting an investigation of that incident and providing any required notices as set forth in this Section III(d).
e) In accordance with 45 CFR 164.502(e)(1)(ii) and 45 CFR 164.308(b)(2), Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of Business Associate, agree to the same restrictions and conditions, in writing, that apply through this Addendum to Business Associate with respect to such Protected Health Information, including but not limited to the extent that subcontractors create, receive, maintain, or transmit Electronic Protected Health Information on behalf of the Business Associate, it shall require the subcontractors to comply with the HIPAA Security Rule.
f) To the extent Business Associate is to carry out Covered Entity’s obligations under the HIPAA Privacy Rule, Business Associate shall comply with the requirements of the HIPAA Privacy Rule that apply to Covered Entity in the performance of such obligations.
g) Business Associate shall provide access to Covered Entity, no later than fifteen (15) days after receipt of a request from Covered Entity, to Protected Health Information in a Designated Record Set, or, if requested by Covered Entity, to an Individual, all in accordance with the requirements under 45 CFR § 164.524, including providing or sending a copy to a designated third party and providing or sending a copy in electronic format, to the extent that the Protected Health Information in Business Associate’s possession constitutes a Designated Record Set.
h) Business Associate shall make available and make any amendment(s) to Protected Health Information in a Designated Record Set within fifteen (15) days after receipt of a request from Covered Entity or an Individual, all in accordance with the requirements of 45 CFR § 164.526.
i) Business Associate shall document 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 CFR § 164.528.
j) Business Associate shall make available to Covered Entity, within fifteen (15) after receipt of a request, information collected in accordance with Section III(i) of this Addendum to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information, or make that information available directly to an Individual, all in accordance with 45 CFR § 164.528.
k) Business Associate shall notify Covered Entity in writing within three (3) days after Business Associate’s receipt directly from an Individual of any request for access to or amendment of Protected Health Information, or an accounting of disclosures, as contemplated in Sections III(g), III(h), III(i) and III(j) of this Addendum.
l) Business Associate agrees to make its internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity or to the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with HIPAA.
m) Business Associate shall request, use and/or disclose only the minimum amount of Protected Health Information necessary to accomplish the purpose of the request, use or disclosure; provided, that Business Associate shall comply with 45 CFR §§ 164.502(b) and 164.514(d).
n) Business Associate shall not directly or indirectly receive remuneration in exchange for any Protected Health Information as prohibited by 45 CFR § 164.502(a)(5)(ii).
o) Business Associate shall not make or cause to be made any communication about a product or service that is prohibited by 45 CFR §§ 164.501 and 164.508(a)(3).
p) Business Associate shall not make or cause to be made any written fundraising communication that is prohibited 45 CFR § 164.514(f).
q) Business Associate shall take all steps, at the reasonable request of Covered Entity, to comply with requests by Individuals not to send Protected Health Information to a Health Plan in accordance with 45 CFR§ 164.522(a).
r) Business Associate shall take reasonable steps to ensure that its employees’ actions or omissions do not cause Business Associate to breach the terms of this Addendum or violate provisions of HIPAA that apply to Business Associate.

4) Term and Termination.
a) The term of this Addendum shall commence as of the Effective Date and shall terminate concurrently with the Underlying Services Agreement unless earlier terminated, by mutual written agreement of the Parties, or in accordance with this Section 4.
b) Notwithstanding anything in the Underlying Services Agreement or this Addendum to the contrary, if Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of this Addendum then Covered Entity shall provide written notice of the breach or violation to Business Associate that specifies the nature of the breach or violation. Business Associate shall have the opportunity to cure the breach or end the violation on or before thirty (30) days after receipt of the written notice. In the absence of a cure reasonably satisfactory to Covered Entity within the specified timeframe or in the event the breach is reasonably incapable of cure, then Covered Entity may, terminate this Addendum.
c) Within thirty (30) days after termination or expiration of this Addendum, Business Associate will return or destroy, if feasible, all Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity. Notwithstanding the foregoing, Business Associate may maintain a copy of such Protected Health Information if necessary to continue its proper management and administration or to carry out its legal responsibilities provided that Business Associate extend the protections of this Addendum to such information. . To the extent return or destruction of the Protected Health Information is not feasible, Business Associate shall notify Covered Entity in writing of the reasons return or destruction is not feasible, Business Associate may retain the Protected Health Information subject to this Section. Under any circumstances, Business Associate shall extend any and all protections; limitations and restrictions contained in this Addendum to Business Associate’s use and/or disclosure of any Protected Health Information retained after the expiration or termination of this Addendum, and shall limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible.

5) Miscellaneous.
a) The Parties to this Addendum do not intend to create any rights in any third parties. The obligations of Business Associate under this Section and Section 4(c) of this Addendum shall survive the expiration, termination, or cancellation of this Addendum, the Underlying Services Agreement, and/or the business relationship of the Parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein.
b) Covered Entity may not assign its rights and obligations under this Addendum without the prior written consent of Business Associate. None of the provisions of this Addendum are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Addendum and any other agreements between the Parties evidencing their business relationship. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. The Parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides Underlying Services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information which are more restrictive than the provisions of this Addendum, the provisions of the more restrictive documentation will control. The provisions of this Addendum are intended to establish the minimum requirements regarding Business Associate’s use and disclosure of Protected Health Information. This Addendum, together with the Underlying Services Agreement, constitutes the entire agreement of the Parties relating to Business Associate’s use or disclosure of Protected Health Information.
c) The terms of this Addendum to the extent they are unclear, shall be construed to allow for compliance by Covered Entity with HIPAA and the HITECH Act. In the event that any provision of this Addendum is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Addendum will remain in full force and effect. In addition, in the event that either Party believes in good faith that any provision of this Addendum fails to comply with the then-current requirements of HIPAA, such Party shall notify the other Party in writing. For a period of up to thirty (30) days, the Parties shall address in good faith such concern and amend the terms of this Addendum, if necessary to bring it into compliance. If, after such thirty-day period, the Addendum fails to comply with the requirements of HIPAA, then either Party has the right to terminate upon written notice to the other Party.