Platform Services Agreement

Blueprint Clinic Terms of Service

Last Updated: July 31, 2024

This is a legal agreement between each user (“you” or the “Clinic”) that accepts this Platform Services Agreement (the “Agreement”) and HelloJoy, Inc. dba Blueprint Health (“Blueprint”, “us” or “our”). Clinic accepts this Agreement by: (a) clicking a box to execute an Order Form through our online sign-up process, or (b) directly executing an Order Form that references this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, then you represent and warrant that you have the authority to bind such entity and its affiliates. This Agreement is effective between Blueprint and Clinic as of the date of Clinic’s acceptance of this Agreement (the “Effective Date”). The parties agree as follows:

1. SERVICES.

Blueprint operates a proprietary technology platform which helps Clinics and their Clinicians (defined below) deliver high-quality mental health care more efficiently (the “Platform”). The Platform includes but is not limited to:

Scribe: An AI Notetaker that listens, transcribes, and drafts automated progress notes to be reviewed and finalized at the discretion of a Clinician.
Assist: An AI suggestion engine that surfaces up relevant clinical content to Clinicians before, during, and after a session for a given Patient which can be reviewed and utilized at the discretion of a Clinician.
Measurement-Informed Care: A suite of automated clinical measures and batteries that Clinicians may select to be delivered to mental health patients, and Clinicians may use the results of these assessments at their discretion within the clinical context.‍
Therapeutic Toolkit: A suite of client engagement tools including assignable worksheets and guided evidence-based interventions that Clinicians may select and use to support care at their discretion within the clinical context.

In certain cases, Clinics may elect to integrate the Platform with their individual website(s) through the Blueprint application programming interface or similar scripts, widgets, embeddable snippets and other tools (the “Blueprint API”). Mental health patients may interact with the Platform via web or mobile applications. The Platform, any Documentation provided in connection therewith, Blueprint Data, the Blueprint API, and all features and functionality of the same are hereinafter referred to collectively as, the “Services.” Certain Clinics and their Clinicians will have access to specific feature sets of the Platform based on the pricing plan or subscription level to which they have agreed, either by signing an Order Form or through self-serve registration.

2. INTERPRETATION AND DEFINITIONS.

For purposes of this Agreement: (i) the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”; (ii) the term “Clinic Data” means any data submitted or made available by Clinic to Blueprint, or which is collected by Blueprint on behalf of Clinic, through the Services, including Personal Data but excluding publicly available data, data previously obtained by Blueprint or data acquired by Blueprint independent of this Agreement; (iii) the term “Clinician(s)” means a mental health professional affiliated with the Clinic that treats patients at the Clinic and that accesses the Services through the Clinic; (iv) the “Documentation” means any user guide, help information and other documentation and information regarding the Services that is delivered by Blueprint to the Clinic or to a Clinician in electronic or other form, if any, including any updates provided by Blueprint from time to time; (v) “Blueprint Data” means the data we make available to you in connection with the Services, including, without limitation, any and all data sets, databases, data learnings and derivative works generated, resulting from or derived from the machine learning, algorithms, analysis, enhancement, translation, processing, combination or modification of third party and proprietary data. Blueprint Data does not include Clinic Data; (vi) “Mental Health Patient” means any individual(s) seeking assistance from or through the Clinic that utilizes the Services; and (vii) “Personal Data” means any information that Blueprint collects, receives, or obtains from or on behalf of the Clinic that does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located, such as the individual’s name, address, social security number, or any information that applicable law proscribes as personally identifiable information. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

3. LICENSE GRANT.

1. License Grant. Subject to the terms and conditions of this Agreement, Blueprint grants Clinic during the Term a revocable, non-exclusive, non-transferable right and license to access and use the Services as further set forth in the applicable Order Form.

2. License Restrictions. Clinic and each Clinician shall not, and shall not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices from the Services or any other Blueprint materials furnished or made available hereunder; (vi) publish or disclose to third parties any evaluation of the Services; (vii) use the Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data; (viii) use the Services to build or provide a competitive product or service, or copy any features, functions or graphics of the Services; or (ix) make the Services available to anyone other than itself and its Mental Health Patients.

3. API License. If provided for in the applicable Order Form, Blueprint hereby grants Clinic a revocable, nonexclusive, nontransferable, non-assignable, license to access and use the Blueprint API solely as necessary for its use of the Services.

4. License Grant to Blueprint. Clinic and each of its Clinicians grants Blueprint, during the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable license for it to use Clinic Data and its trademarks and logos (“Marks”) for the purpose of providing the Services or as otherwise set forth in this Agreement. Clinic reserves all ownership and other rights in the Clinic Data and the Marks not expressly granted herein and nothing in this Agreement shall be deemed to convey or transfer to Blueprint any ownership rights in or to the Clinic Data or the Marks. Notwithstanding the foregoing, Clinic and each Clinician understands that it may not be the exclusive owner of Clinic Data.

5. License Restrictions for Blueprint. Blueprint’s license to the Marks is subject to the following restrictions: (a) Blueprint shall not use any Marks in such a way as to give the impression that they are the property of anyone other than Clinic; and (b) Blueprint shall comply with Clinic’s trademark guidelines, if any, and any other reasonable requirements established by Clinic concerning the style, design, display, and use of its Marks. Clinic’s trademark guidelines, to the extent they are made a part of this Agreement, shall be provided by Clinic in writing and attached hereto.

4. PASSWORDS AND SECURITY.

1. Clinic Security and Passwords. Clinic is solely responsible for any and all activities that occur under its account and Clinic and its Clinicians are solely responsible for maintaining the security of its account, including its passwords. Clinic agrees to notify Blueprint immediately of any unauthorized use of Clinic's account or any other breach of security known to Clinic. Blueprint shall have no liability for any loss or damage arising from Clinic's failure to comply with these requirements.

2. Blueprint Security. Blueprint will implement and maintain industry standard security precautions designed to prevent unauthorized access to Clinic Data. Clinic acknowledges that, notwithstanding such security precautions, use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and gain access to the Services and Clinic Data.

3. Privacy. Blueprint will not disclose Clinic Data except if compelled by law, permitted by Clinician, or pursuant to the terms of Blueprint’s Privacy Policy, which is available at www.blueprint-health.com/privacy/ (the “Privacy Policy”) and which is incorporated by reference into and made a part of this Agreement. The terms of this Agreement shall supersede any inconsistent terms in the Privacy Policy.

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5. INTELLECTUAL PROPERTY AND OWNERSHIP.

1. Clinic Data. You own and shall retain all intellectual property rights in and to Clinic Data and all of your trademarks, service marks, copyrights and trade secrets. You hereby grant Blueprint a revocable, non-exclusive, royalty-free, worldwide right and license to: (a) access and use your account in order to process, modify, reproduce, create derivative works of, display and disclose the Clinic Data as reasonably necessary in order to provide the Services, and (b) access and use any third party technology subscription services to which you subscribe as necessary to provide the Services hereunder. You represent and warrant that you own all Clinic Data or have permission from the rightful owner to use each of the elements of the Clinic Data, including in connection with the Services, and to otherwise grant to Blueprint the rights and licenses granted herein. Blueprint shall not sell, assign or provide any Clinic Data to any third party without your prior written consent. Notwithstanding anything to the contrary contained herein, to facilitate innovation in therapies and patient care and to further develop the Services, Blueprint reserves the right to compile, collect, copy, modify, publish and use the data generated from Clinic’s use of the Services along with any Clinic Data made available to Blueprint hereunder, in de-identified, anonymous and aggregate form for analytical and other business purposes (collectively, the “De-Identified Data”). De-Identified Data is not Clinic Data. Blueprint shall own all right, title and interest in and to the De-Identified Data and may use and share it for any purposes permitted under applicable law.

2. Platform and Services. Blueprint owns all intellectual property rights associated with the Platform and Services, including all such rights in any software and Blueprint Data provided as a part of or in connection therewith. Clinic shall preserve intact all applicable Blueprint copyright, patent and/or trademark notices presented in connection with the Platform and/or Services. Blueprint reserves all intellectual property rights that are not expressly granted to Clinic under this Agreement, and Clinic will not assert any implied rights in or to any of Blueprint’s intellectual property rights. Blueprint shall own all intellectual property rights in and to any improvements, upgrades, modifications or enhancements to the Services and Platform. If Clinic has been involved in the development process by contributing in any manner, including but not limited to, input, ideas or feedback on the same, any right that Clinic may have due to such involvement is hereby irrevocably transferred to Blueprint.

6. CLINIC OBLIGATIONS

1. Conduct. Clinic shall be solely responsible for its actions and the actions of its Clinicians while using the Services. Clinic acknowledges and agrees that Blueprint is not liable for, or responsible to, remediate any issues found on Clinic’s network or in Clinic’s web traffic through the Services. Clinic agrees, on behalf of itself, each Clinician, and any of its other authorized users: (a) to comply with all terms of this Agreement; (b) to abide by all laws and regulations including, without limitation, all laws applicable to the transmission of technical data exported from the United States through the Services and to wireless e-mail marketing and advertising; (c) not to upload or distribute in any way content that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or another's computer or mobile device; (d) not to use the Services for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Services or interfere with the ability of others to access or use the Services; (f) not to distribute, promote or transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, defamatory, hateful, racially, ethnically or otherwise objectionable or unwanted material of any kind or nature; (g) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; and (h) to comply with all regulations, policies and procedures of networks connected to the Services, Blueprint, and Blueprint’s service providers, as the same may be promulgated from time to time. Blueprint may remove any violating data posted, stored, or transmitted on or through the Services, without notice to Clinic or any Clinician; however, Blueprint has no obligation to do so.

2. Consents. Clinic will ensure that its and each of its Clinician’s practices for collecting, storing and safeguarding the data and information of its Mental Health Patients is consistent with industry privacy and security standards and all applicable legal requirements. Clinic is responsible at all times for obtaining, and will obtain, the necessary consents from its Mental Health Patient(s) and/or employees prior to submitting any Personal Data or any other information, including without limitation, health insurance information for billing, related to its Mental Health Patient(s) or employees to Blueprint or through the Services. Clinic will also maintain and ensure that each of its Clinicians maintain privacy policies that will be provided to Mental Health Patients utilizing the Services prior to them doing so and will also be available on its website which will include the appropriate disclosures related to its use of the Services. Clinic’s and each Clinician’s privacy policy must include the necessary disclosures and terms sufficient to allow for: (a) the collection and processing of data from its Mental Health Patients, including any personally identifiable information; (b) the use of personally identifiable information belonging to its customers/patients as contemplated in the provision of the Services and in the applicable Order Form; and (c) the processing of Personal Data by Blueprint’s processors.

7. FEES AND TAXES.

1. Fees. Clinic agrees to pay the fees to Blueprint set forth on the applicable Order Form for the Services, in accordance with the billing terms set forth in this Agreement (collectively, “Fees”). All Fees are quoted in United States currency. Except as otherwise provided in this Agreement, Fees are non-refundable.

2. Additional Charges. Clinic shall pay travel and living expenses and other out-of-pocket expenses reasonably incurred by Blueprint and pre-approved by Clinic in connection with the Services.

3. Payments. Unless stated otherwise on the applicable Order Form, all Fees are due and payable by Clinic within thirty (30) days following the invoice date. Any undisputed payment not received by the due date shall accrue interest at the lower of one and a half percent (1.5%) of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Clinic shall also pay all sums expended (including, without limitation, reasonable legal fees) in collecting overdue payments.

4. Taxes. All fees set forth in this Agreement are exclusive of all taxes and similar fees. Clinic shall be responsible for and shall pay in full all sales, use, excise or similar governmental taxes imposed by any federal, state, or local governmental entity upon the fees charged the Clinic under this Agreement, other than taxes based on Blueprint’s income. If any taxes for which Clinic is responsible hereunder are paid by Blueprint, Clinic will promptly reimburse Blueprint upon Clinic’s receipt of proof of payment.

8. TERM.

This Agreement commences on the Effective Date (defined on the applicable Order Form) and shall continue for one year, unless earlier terminated in accordance with this Agreement or otherwise specified on the Order Form or as part of self-service registration. Following the initial Term, this Agreement shall renew for successive twelve (12)-month periods unless either party provides written termination notice 60 days prior to the end of the Term.

9. TERMINATION AND SUSPENSION.

1. Breach. Except as otherwise provided in this Section 9, either party shall have the right to terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach.

2. Insolvency. Either party shall have the right to terminate this Agreement if (i) the other party has a receiver appointed for it or its property; (ii) any proceedings are commenced by the other party under a Chapter 7 bankruptcy; or (iii) the other party is liquidated or dissolved.

3. Suspension. Blueprint shall have the right to suspend or terminate access to the Services, at its sole option, with or without notice to Clinician, if: (i) any payment is delinquent by more than sixty (60) days, or (ii) if Clinic or a Clinician breaches Section 6 of this Agreement

4. Effect of Termination. Blueprint shall not be liable to Clinic, any Clinician or any third party for suspension or termination of Clinic’s and/or any Clinician’s access to, or right to use, the Services under this Agreement. If Clinic terminates this Agreement pursuant to Section 9.1, Clinic will be obligated to pay the balance due for the Services up to the date of termination. If Clinic terminates this Agreement without cause or if Blueprint terminates this Agreement pursuant to Section 9.1, Clinic shall pay any unpaid fees through the date of termination and shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. Upon the effective date of termination of this Agreement for any reason, Clinic’s access to the Services will terminate and Clinic shall cease accessing and using the Services immediately and Blueprint shall cease use immediately of any Marks. Sections 5, 7, 9, 10, 11, 12, 13 and 16 of this Agreement shall survive termination for any reason.

10. CONFIDENTIALITY.

1. Obligations. Each of the parties agrees to maintain in confidence any proprietary or non-public information of the other party, whether written or otherwise, disclosed by a party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party (“Confidential Information”). The parties hereby agree the terms and conditions of this Agreement, and any discussions related to the Services shall be considered Confidential Information. Confidential Information also includes: (i) trade secrets and proprietary information (including that of any client, supplier or licensor); (ii) customer/patient lists, client lists, business plans, information security plans, business continuity plans, requests for proposals or requests for information and responses to such requests that the parties may change after the Effective Date, and proprietary software programs; (iii) any Personal Data; and (iv) any other information received from or on behalf of a disclosing party that is marked confidential or that the recipient of the information should reasonably be expected to know is confidential. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform their obligations under this Agreement and who agreed to be bound by these obligations of confidentiality and non-disclosure. Upon termination of this Agreement for any reason, and at the request of the disclosing party, the receiving party shall promptly return or destroy (at the disclosing party’s option), all copies of the other party’s Confidential Information. Notwithstanding the foregoing, each party may maintain archive copies of Confidential Information for the applicable statutory periods.

2. Exclusions. Confidential Information shall not include any information that is: (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

11. WARRANTY.

1. Mutual. Each party represents and warrants throughout the Term: (a) it is a business organization duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) that the execution and performance of this Agreement, or the use of the Services, will not conflict with or violate any provision of any law having applicability to such party, or any other agreements which it is currently subject to; and (c) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.

2. Clinic. Clinic represents and warrants that it shall take all necessary steps to ensure that each of its Clinicians will comply with the terms of this Agreement and each applicable Order Form.

3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, BLUEPRINT MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. BLUEPRINT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BLUEPRINT DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETELY ACCURATE OR ERROR FREE OR WILL MEET CLINIC’S REQUIREMENTS OR EXPECTATIONS. CLINIC DOES NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF CLINIC TO ANY THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM SERVICES ARE PROVIDED “AS IS.” BLUEPRINT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER LOSS OR DAMAGE RESULTING FROM (A) TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS SUCH AS THE INTERNET AND/OR (B) INABILITY TO ACCESS OR GET ACCURATE DATA FROM THIRD-PARTY SYSTEMS OR APPLICATIONS THAT THE SERVICES ARE USED WITH.

12. INDEMNIFICATION.

1. By Clinic. Clinic shall indemnify, defend and hold harmless Blueprint, its affiliates, directors, officers, employees, or agents from, or, at its option, settle, any third party claim or suit based on a breach of this Agreement by Clinic or any Clinician, its affiliates, directors, officers, employees or agents, its customers/patients; provided (i) Clinic is promptly notified in writing of such claim or suit (but provided further that failure to so notify shall not be deemed a waiver of Clinic’s obligations hereunder except to the extent such failure materially prejudices Clinic’s ability to so indemnify), (ii) Clinic or its designee has sole control of such defense or settlement, and (iii) Blueprint gives all information and assistance reasonably requested by Clinic or such designee. Notwithstanding the foregoing, under no circumstance may Clinic enter into a settlement that requires or results in Blueprint admitting to any wrong doing.

2. By Blueprint. Blueprint shall indemnify, defend, or at its option settle, any third party claim or suit based on a claim that the Services (excluding any third-party software used in connection therewith), as used in accordance with this Agreement and the Documentation, violate applicable law or violate, infringe or misappropriate any United States patent, copyright, or trademark which is registered as of the Effective Date, and Blueprint shall pay any final judgment entered against Clinic or Clinician in any such proceeding or agreed to in settlement; provided (i) Blueprint is promptly notified in writing of such claim or suit, (ii) Blueprint or its designee has sole control of such defense or settlement, and (iii) Clinic and Clinician give all information and assistance reasonably requested by Blueprint or such designee. To the extent that use of the Services is, or in Blueprint’s reasonable discretion may be enjoined, Blueprint may at its option either (a) procure for Clinic the right to continue to use the Services, (b) replace the Services with other suitable products, or (c) refund the prepaid portion of the Fee(s) paid by Clinic for the Services or the affected part thereof. Blueprint shall have no liability under this Section 12.2 or otherwise to the extent a claim or suit is based upon (1) use of the Services in combination with software or hardware not provided by Blueprint if infringement would have been avoided in the absence of such combination, (2) modifications to the Services not made by Blueprint, if infringement would have been avoided by the absence of such modifications, (3) use of any version other than a current release of the Services, if infringement would have been avoided by use of a current release, or (4) any action or omission of Clinic or a Clinician for which Clinic is obligated to indemnify Blueprint under Section 12.1 above. Notwithstanding the foregoing, under no circumstance may Blueprint enter into a settlement that requires or results in either Clinic or Clinician admitting to any wrong doing. THIS SECTION 12.2 STATES BLUEPRINT’S ENTIRE LIABILITY AND CLINIC'S AND EACH CLINICIAN’S SOLE AND EXCLUSIVE REMEDY FOR VIOLATION, INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE SERVICES.

13. LIMITATION OF LIABILITY.

1. Limitation on Direct Damages. EXCEPT AS IT RELATES TO BLUEPRINT’S INDEMNIFICATION OBLIGATIONS (SECTION 12.2) IN NO EVENT SHALL BLUEPRINT’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID TO IT UNDER THIS AGREEMENT FOR THE SERVICES FOR THE PERIOD OF SIX (6) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. FURTHER, NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL BLUEPRINT’S INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT OR ANY ORDER FORM EXCEED $50,000.

2. Waiver of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. MARKETING.

Clinic and Blueprint agree to issue a press release announcing Clinic’s participation and use of the Services for publication within 30 days of the Effective Date. Blueprint shall have the right to use Clinic’s name and Marks as part of a general list of customers and may refer to Clinic as a user of the Services on its website and in its general advertising and marketing materials.

15. NON-SOLICITATION.

During the term and for a period of twelve (12) months thereafter, Blueprint and Clinic shall not knowingly solicit, recruit, employ or contract with any employees of one another.

16. GENERAL.

1. Notices. All notices to a party shall be in writing and sent to the addresses specified in the applicable Order Form (and in the case of Blueprint, to the attention of the Chief Executive Officer) or such other address as a party notifies the other party, and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

2. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Michigan, excluding its conflict of laws rules. Each party hereby irrevocably submits to the exclusive jurisdiction of the state Courts within the County of Oakland located in the State of Michigan. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. Each party further hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

3. Dispute Resolution. Before initiating legal action against the other party relating to a dispute herein, the parties agree to work in good faith to resolve disputes and claims arising out of this Agreement. To this end, each party may request that the other party designate an officer or other management employee with authority to bind such party to meet to resolve the dispute or claim. If the dispute is not resolved within 30 days of the commencement of informal efforts under this paragraph, either party may pursue formal legal action. This paragraph will not apply if expiration of the applicable time for bringing an action is imminent and will not prohibit a party from pursuing injunctive or other equitable relief to which it may be entitled.

4. Relationship of the Parties. The parties to this agreement are independent entities, and no agency, partnership franchise, joint venture or employee-employer relationship is intended or created by this Agreement.

5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

6. Force Majeure. Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.

7. Headings. The headings of the sections of this Agreement are for reference only and shall not modify, define or limit any of the terms or provisions of this Agreement.

8. Construction. This Agreement has been negotiated by the parties and will be fairly interpreted in accordance with its terms and without any strict construction in favor or against any party. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9. Counterparts and Signatures. This Agreement and any Order Forms, exhibits, addenda and amendments may be executed in counterparts, each of which shall be deemed an original and which shall together constitute one instrument. Each party may execute this Agreement and any Order Forms, exhibits, addenda Exhibit or amendment hereto in the form of an electronic record utilizing electronic signatures. Clinic and its affiliates will not dispute the validity or authenticity of electronic signatures submitted to Blueprint by Clinic or its affiliates, nor will Clinic or its affiliates dispute the legal authority, validity or authenticity of those who sign with such electronic signatures to bind Clinic and its affiliates. Electronic signatures by Clinic and its affiliates, as well as signatures by either party transmitted by facsimile or electronically via PDF or similar file delivery method, shall have the same effect as an original signature.

10. Entire Agreement. This Agreement, including all Order Forms, exhibits and addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, exhibit or addendum hereto, the terms of such Order Form, exhibit, or addendum shall prevail as to that SOW, exhibit, or addendum only. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Clinic purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Each party hereto has caused this Agreement to be executed by its authorized representative with effect from the Effective Date, as defined on the Order Form.