This WellHive End User Agreement for Healthcare System Customers (the “Agreement”) is entered into between WellHive Holdings LLC, a Delaware Limited Liability Company (“WellHive”) and you (“You” or “Your”). You and WellHive are each referred to herein as a “Party,” and collectively, the “Parties”.

1.    Definitions. For purposes of this Agreement, the following capitalized terms have the meanings setforth below. Other capitalized terms are defined in context.

   “API Keys” means the confidential security keys provided by WellHive to You for Your use of the WellHive APIs to authenticate, facilitate or enable Your Application’s requests to the WellHive APIs.

   “Application” means a software application, website or other interface that You own, maintain or operate that interacts with the WellHive API.

   “Authorized User” means any of Your individual employees, agents, and representatives, to whom Access Credentials (as defined below) have been provided.

   “Documentation” means all printed, electronic, or verbally provided: (i) user manuals and training materials; (ii) technical product descriptions; and (iii) any modifications, enhancements, or updates to the foregoing. The term “Documentation” does not include marketing materials.

   “Effective Date” means the date upon which You accept this Agreement in accordance with Section 2.

   “Intellectual Property Rights” means any rights (whether owned or licensed) existing now or in the future under patent law, copyright law, trademark law, data and database protection law, trade secret law, and any and all similar proprietary rights (whether registered or not).

   “Order Form” means the ordering document entered into between: (i) You and the Reseller or (ii) You and WellHive (as applicable), specifying Your provision of access to the WellHive Service and WellHive Materials.

   “Privacy Policy” means the WellHive Privacy Policy located at https://www.wellhive.com/privacy-policy.

   “Protected Health Information” or “PHI” has the meaning set forth in the BAA (as defined below).

   “Reseller” means the organization from which You purchased access to the WellHive Service.

   “Sandbox” means any WellHive test environment and any related products and services made available to You (if applicable).

   “WellHive Data” means, other than Your Data, any information, data input, output, processed using, or generated by the WellHive Service or data or information that is otherwise made available to You pursuant to this Agreement, including but not limited to De-identified Data (as defined below) and WellHive Analytics (as defined below).

   “WellHive Materials” means: (i) the WellHive Service; (ii) WellHive Data; (iii) the WellHive API; (iv) the Sandbox; (v) Documentation; (vi) any and all other information, data, documents, materials, works, and other content provided or used by WellHive in connection with the WellHive Service and (vii) any modifications, enhancements, or updates to any of the foregoing.

   “WellHive Policies” means the terms of conduct, terms of use, acceptable use policy, Privacy Policy, or other agreements or policies that WellHive makes available to You (if any), including the BAA.

   “WellHive Service” means the software-as-a-service platform that enables data exchanges between Your Systems (as defined below) and external systems or entities to facilitate integrated care navigation activities and deliver healthcare operations analytics.  In order to support these capabilities, some of Your Data may be retained in the WellHive Service, and such data may be retained indefinitely, until You request disposal and any modifications, enhancements, or updates thereto.

   “Your Data” means all data, information, content, work, and other material that is transmitted, provided or otherwise made available by You or Your Systems (as defined below) to the WellHive Service in any form or medium, including but not limited to transmission through the WellHive APIs, including applicable health records. Your Data does not include De-identified Data.

   2.  Acceptance. By accessing or using the WellHive Service, You represent and warrant that have read this Agreement and agree to be legally bound by it. WellHive may also confirm Your agreement to be bound by this Agreement by asking You to click an “I accept” or similar button when You access the WellHive Service. If You do not agree to this Agreement, then You must not access or use the WellHive Service. If You are agreeing to this Agreement on behalf of a company or other legal entity (“Your Organization”), then (i) You represent and warrant that You have authority to act on behalf of, and to bind Your Organization, and (ii) for all purposes in this Agreement, the term “You” means Your Organization on whose behalf You are acting.

   3. Your Responsibilities.

   3.1. Provision of Your Data. In order to support the WellHive Service, some of Your Data may be retained in the WellHive Service and accessed in a manner consistent with our Privacy Policy, and such data may be retained indefinitely, until You request disposal. Errors in Your Data may cause Your Data to be rejected or inaccurate, and WellHive shall have no liability or responsibility for any related impact on Your ability to utilize the WellHive Materials or otherwise provide Your Data to community medical providers. You shall be solely responsible for securing all rights in Your Data necessary (and providing all notices required) to permit the access, use, and processing of Your Data as contemplated herein.

   3.2. Your Systems. You shall, at Your sole expense, obtain (i) all IT infrastructure needed to utilize the WellHive Materials and otherwise transmit Your Data to community medical providers, and (ii) all third party software that You wish to integrate into, or otherwise interface with, the WellHive Materials (collectively, “Your Systems”). Your Systems shall comply with all WellHive-provided requirements necessary to utilize the WellHive Materials, and WellHive shall not be responsible for any errors in the WellHive Materials attributable to Your Systems failing to comply with such requirements. You are solely responsible for backup, recovery, network security, and maintenance services for Your Systems. You shall employ all physical, administrative, and technical controls, screening and security procedures, and other safeguards necessary to control the content and use of Your Data, including the uploading or other provision of Your Data. During the Term (as defined below), You shall be responsible and liable for Your failure to provide (a) all necessary rights in and access to Your Systems necessary for WellHive to implement the WellHive Materials and otherwise as necessary to provide the WellHive Materials and (b) all cooperation and assistance as WellHive may reasonably request to enable WellHive to perform its obligations under this Agreement.

   3.3. Access Credentials. The term “Access Credentials” means any user name, password, security key, API Keys, or other security credential used to verify an individual’s identity and authorization to access and use the WellHive Service or WellHive APIs, including, by way of limited example, single sign on data and certificates. WellHive relies on Access Credentials to verify Your Authorized Users’ identity in order to provide them with access to the WellHive Service and WellHive APIs. Accordingly, You shall cause each Authorized User to agree, that: (i) Access Credentials shall not be shared with any party other than the individual Authorized User for which such credentials were issued; (ii) immediately notify WellHive and the Reseller if the security, confidentiality, or integrity of Your Authorized Users’ Access Credentials have been compromised; and (iii) You and each Authorized User are: (a) solely responsible for maintaining the confidentiality of the Access Credentials; and (b) as between WellHive and You, solely liable for any and all use of the WellHive Service that occurs as a result of access to it via the Access Credentials of Your Authorized Users. Either You or the Reseller shall be responsible for generating and distributing Access Credentials to Authorized Users.

   3.4. Data Backup and Retrieval. You shall retain copies of Your Data. WellHive has no obligation to backup or retain copies of Your Data. You shall be solely responsible for backing up all Your Data and retaining Your Data in accordance with Your applicable retention requirements. WELLHIVE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.

   4. Grant of Rights to You.

   4.1. Grant of Rights to the WellHive Service.

   4.1.1.  Access Right to the WellHive Service. Subject to the terms and conditions of this Agreement, WellHive hereby grants to You during the Term, a limited, non-exclusive, non-transferrable, and non-sublicensable right to access and use the WellHive Service solely for Your internal business purposes. and in accordance with the Documentation.

   4.1.2. Documentation License. Subject to the terms and conditions of this Agreement, WellHive hereby grants to You during the Term, a limited, non-exclusive, non-transferrable, and non-sublicensable license to access and reproduce the Documentation solely in connection with Your use of the WellHive Service.

   4.1.3. Third Party Software. The WellHive Service may incorporate, embed, or be bundled with software or components that are owned by third parties, including software or components that are subject to terms and conditions of third party licenses (collectively, the “Third Party Materials”). Your use of Third Party Materials, if any, is governed by the terms and conditions contained in the applicable third party’s end user license agreement or other applicable agreement, a copy of which will be provided upon Your request.

   4.2. Grant of Rights to the WellHive API. 

   4.2.1. License Grant to the WellHive API. Subject to the terms and conditions of this Agreement (and if applicable in each case as determined by Wellhive in its sole discretion), WellHive hereby grants to You during the Term, a non-exclusive, revocable, non-transferable and non-sublicensable right solely to access and use the API and to enable Your Application to interact with and retrieve information required from the Wellhive Service via the API for You in connection with Your rights hereunder and at all times subject to the limitations and restrictions set forth in this Agreement.

   4.2.2. API Restrictions. You may not: (a) use the WellHive APIs in a way that interferes with the use of the WellHive APIs, the WellHive Service, or any other users use of the WellHive Service or WellHive APIs, including but not limited to overuse or excessive calls (and WellHive may restrict, throttle, suspend or terminate Your access to the WellHive APIs to prevent such interference in its sole, reasonable discretion at any time upon notice); (b) allow access to the WellHive APIs from any location or source other than the WellHive APIs; (c) perform security testing against the WellHive APIs without WellHive’s prior written consent; (d) use the WEllHIve APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusicve usage or otherwise fails to comply or is inconsistent with any documentation provided by WellHive; or (e) use any names, slogans or trademarks of WellHive in connection with the use of WellHive APIs or otherwise without prior written approval from WellHive, and in any event not in a manner that would suggest an affiliation between You and WellHive, or that would suggest that WellHive approves of Your products or services.

   4.2.3. API Keys. WellHive will provide You with API Keys that permit You to access the WellHive APIs and WellHive Service in a Sandbox or otherwise (in WellHive’s sole discretion). In addition to the restrictions in Section 3.3, the API Keys are the property of WellHive and may be revoked if: (a) You share them other than as allowed under this Agreement; (b) the API Keys are compromised in any way; (c) You materially violate any term of this Agreement, and such violation is not cured within thirty (30) days after You receive written notice of such violation; or (d) either Party terminates this Agreement. You are solely responsible for assessing the security, integrity and appropriate use of Your API Keys by any Authorized Users. You agree to promptly inform WellHive of any changes to the usage of the API Keys, and any loss or unauthorized access to the API Keys.

   4.2.4. Sandbox Access. If You are provided access to a Sandbox, When testing in the Sandbox, You may only use anonymous, non-live data that does not include personally identifiable information and/or PHI. WellHive is not liable to You or any third party for any modification or cessation of access to the Sandbox that does not materially degrade the then-current features and functionality of the Sandbox. All accounts and transactions made in the Sandbox are not real. 

   4.3. Restrictions. You shall not and shall not permit others to, access or use the WellHive Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreement. For purposes of clarity and without limiting the generality of the foregoing, You shall not: (i) sell, rent, lease, sublicense, publish, transfer, copy, modify, create derivative works of, redistribute or otherwise make available the WellHive Materials; (ii) alter or remove any copyright, patent, trademark, or other protective notices included with the WellHive Materials; (iii) reverse engineer, decode, adapt, decompile, disassemble or otherwise attempt to derive or gain access to the source code of the WellHive Materials; (iv) allow any third party (other than Authorized Users) to utilize the WellHive Materials; (v) input, upload, transmit, or otherwise provide to or through the WellHive Service, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (vi) access or use the WellHive Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any third party Intellectual Property Right or applicable law; or (vii) access or use the WellHive Materials for purposes of competitive analysis of the WellHive Materials, the development, provision or use of a competing software service or product or any other purpose that is to WellHive’s detriment or commercial disadvantage.

   4.4.  No Implied Rights. Nothing in this Agreement shall be construed as granting You any rights other than those expressly provided herein. Any rights granted to You under this Agreement must be expressly provided herein, and there shall be no implied rights pursuant to this Agreement based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted to You herein  or in the applicable Government Purchase Order are expressly reserved by WellHive.

   4.5.  Suspension or Termination. WellHive may suspend, terminate, or otherwise deny You use of all or any part of the WellHive Materials, without incurring any resulting obligation or liability, if: (a) WellHive receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires WellHive to do so; or (b) WellHive believes that: (i) You have failed to comply with any term or condition of this Agreement, or have accessed or used the WellHive Materials for a purpose not authorized under this Agreement or in any manner that does not comply with the Documentation; (ii) You are, have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated.

   5.     Your Grant of Rights to WellHive.

   5.1.  License to Your Data. You hereby grant to WellHive, a Term-limited, non-exclusive, sublicenseable, right and license to access, use, distribute, transmit, reformat, display, modify, create derivative works of, publish, and reproduce Your Data for purposes of WellHive: (i) performing its obligations to You under this Agreement; and (ii) performing its obligations to other users of the WellHive Service such as community medical providers.

   5.2.  Contributions. You hereby assign to WellHive all right title and interest in and WellHive is free to use, any all of Your suggestions, recommendations, know-how, concepts, techniques and ideas relating to the WellHive Materials or WellHive’s business (collectively, the “Contributions”) for any and all purposes without compensation or other obligation to You.

   6.  Ownership. Other than those rights expressly granted to You under this Agreement, WellHive, its subcontractors, its service providers, and its licensors (as the case may be) retain all right, title and interest in and to: (i) the WellHive Materials and their components, including all Intellectual Property Rights embodied therein; (ii) WellHive Confidential Information; and (iii) any improvements or modifications thereto. You shall not acquire any rights in the WellHive Materials or other WellHive Confidential Information by implication, course of conduct, or other means, apart from the express grant of rights provided in this Agreement. The WellHive Materials and other WellHive Confidential Information is made available under a subscription or license right (as applicable) to You, and not sold.

   7.  Support Services. During the Term, WellHive shall use commercially reasonable efforts to make the WellHive Materials available to You without significant interruption or material deviations from its applicable Documentation (each, an “Error”). If the WellHive Materials experiences material Errors that are not due to scheduled or intended downtime or as a result of events beyond WellHive’s control, then WellHive shall use commercially reasonable efforts to restore the intended functionality. WellHive may modify, change, suspend or discontinue the WellHive APIs, Sandbox, or any aspects or features of those products and services at any time with or without notice to You. WellHive shall not be liable for any such changes or modifications, which may require You to make changes to the Application at Your own cost and expense to continue to be compatible with or interface with the WellHive APIs or WellHive Service.

   8.  Monitoring; Analytics. WellHive may monitor and audit Your use of the WellHive Materials to confirm Your compliance with this Agreement and for WellHive’s other business purposes, including analyzing and improving the WellHive Materials. WellHive shall be entitled to collect, generate from any dataset or source, compile, analyze and otherwise use: (a) statistical data related to Your use of the WellHive Materials, and (b) other data that qualifies as De-identified Data (collectively, the “WellHive Analytics”). No compensation shall be paid by WellHive with respect to its use of WellHive Analytics. The term “De-identified Data” has the same definition assigned to it under the HIPAA Privacy Rule standard for de-identification of health information. You hereby unconditionally and irrevocably grant to WellHive an assignment of all right, title, and interest in and to the De-identified Data, including all Intellectual Property Rights relating thereto.

   9.   Your Representations and Warranties. You represent, warrant and covenant to WellHive that: (i) Your Application, Data and Contributions do not and shall not infringe the Intellectual Property Rights of a third party; (ii) You have the full power and authority to enter into this Agreement and to carry out Your obligations under this Agreement; (iii) Your performance under this Agreement does not violate any existing agreement between You and any other person or entity; and (iv) You shall comply with applicable law and the WellHive Policies.

   10. Warranty Disclaimer. WELLHIVE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE WELLHIVE MATERIALS, WELLHIVE CONFIDENTIAL INFORMATION, AND WELLHIVE’S OTHER PERFORMANCE OBLIGATIONS, WHETHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE WELLHIVE MATERIALS AND ALL WELLHIVE PERFORMANCE OBLIGATIONS AND ALL PERFORMANCE OBLIGATIONS OF WELLHIVE’S SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WELLHIVE DOES NOT REPRESENT OR WARRANT THAT (i) THE WELLHIVE MATERIALS, WELLHIVE CONFIDENTIAL INFORMATION, OR OTHER PERFORMANCE OBLIGATIONS WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY DESIRED OUTCOME, OR (ii) THE WELLHIVE MATERIAL’S OPERATION OR ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE. WELLHIVE DOES COMPLY WITH FAR 52.212-4(o) WHICH WARRANTS AND IMPLIES THAT THE ITEMS DELIVERED HEREUNDER ARE MERCHANTABLE AND FIT FOR USE FOR THE PARTICULAR PURPOSE DESCRIBED IN ANY APPLICABLE GOVERNMENT PURCHASE ORDER.

   11. Limitations of Liability. IN NO EVENT SHALL WELLHIVE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF WELLHIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WELLHIVE’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00).

   12. Your Indemnification. You shall defend, indemnify, and hold WellHive and its affiliates and their respective officers, directors, employees, and agents harmless from and against any third party claim, action, suit, or proceeding arising or resulting from or related to: (i) any injury to persons caused by Your negligence, gross negligence or willful misconduct; (ii) any breach of Your obligations under this Agreement; (iii) WellHive’s use of Your Data and Contributions in compliance with this Agreement; (iv) Your violations of any applicable law; (v) Your Application (including but not limited to any allegations that the Application violates a third-party’s intellectual property rights); and (vi) the actions of Your Authorized Users. You shall indemnify WellHive for all losses, damages, liabilities, and all reasonable expenses and costs incurred by WellHive in any such claim, action, suit or proceeding. WellHive shall give You reasonable written notice of any claim, action, suit, or proceeding for which WellHive is seeking indemnification; provided, however, that any failure to provide such notice shall not relieve You of Your obligations under this Section 12 except to the extent that You are materially prejudiced by such failure. In the event of a claim under this Section 12, WellHive shall: (a) grant control of the defense and settlement to You; provided, however, that You shall not enter into any settlement that impacts WellHive’s rights or imposes any payment responsibility or assignment of fault to WellHive without WellHive’s prior written consent; and (b) reasonably cooperate with You at Your expense. WellHive is entitled to participate in any defense at its own expense with counsel of its own choosing.

   13. Business Associate Agreement. If the Parties’ performance under this Agreement is subject to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, codified at 42 U.S.C. §1320d through d-9, as amended (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), and their implementing regulations, and applicable privacy laws, then the Parties shall comply with a separate business associate agreement entered into between the Parties (the “BAA”).

   14. Confidentiality. Confidential Information under this Agreement shall consist of all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether oral or in writing (including electronic transmission): (i) that is designated as “Confidential” or “Proprietary” by the Disclosing Party at the time of disclosure or within a reasonable period thereafter; (ii) that concerns the customers, finances, methods, research, processes, or procedures of the Disclosing Party; or (iii) that by the nature of the circumstances surrounding disclosure, or the information itself, should in good faith be treated as confidential (collectively, the “Confidential Information”).

   14.1.  Non-Disclosure; Standard. The Receiving Party shall retain the Disclosing Party’s Confidential Information in strict confidence and shall not use such Confidential Information except for purposes permitted under this Agreement. The Receiving Party shall be entitled to disclose Confidential Information on a need-to-know basis to its employees, agents, and contractors, provided that the same are bound by non-disclosure and confidentiality obligations no less protective than those set out in this Agreement. The Receiving Party shall use at least the same degree of care in safeguarding the Disclosing Party’s Confidential Information as it uses in safeguarding its own Confidential Information but shall not use less than reasonable care and diligence. Except to the extent that a Party retains ongoing rights, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party (including, but not limited to, all copies of the same) in its possession or control immediately upon the Disclosing Party’s request. Upon request, the Receiving Party shall certify in writing to the destruction of the Disclosing Party’s Confidential Information and any information derived therefrom. Notwithstanding the above, the Receiving Party may retain a copy of the Disclosing Party’s Confidential Information to the extent required for legal compliance and copies to the extent the same resides on backup servers. Any Confidential Information retained for such purposes shall continue to be subject to the terms of this Agreement.

   14.2.   Exceptions. The Receiving Party’s obligations with respect to the Disclosing Party’s Confidential Information shall not apply to Confidential Information that the Receiving Party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information; or (iii) was independently developed by the Receiving Party without reference to the Confidential Information. The Receiving Party’s obligations under Section 14.1 shall not apply to information that is required to be disclosed by law, provided that the Disclosing Party is promptly notified by the Receiving Party in order to provide the Disclosing Party an opportunity to seek a protective order or other relief.

   14.3.   Covered Data. Data or information that contains PHI (the “Covered Data”) constitutes a particularly sensitive subset of data or information because it contains PHI. Accordingly, and only to the extent that the BAA applies to the Parties pursuant to the terms set out therein: (i) obligations set out in this Section 14 shall not apply to Covered Data, and (ii) confidentiality, privacy, information security, and other obligations with respect to Covered Data shall be set out in the BAA and the Privacy Policy.

   15.  Term and Termination.    Unless earlier terminated pursuant to this Section 15, this Agreement shallcome into force and effect on the Effective Date and shall continue for the period of time as stated in the applicable Ordering Document which governs WellHive’s provision of the WellHive Service to You (the “Term”). If either Party is in material breach of any obligation under this Agreement, then the non-breaching Party may terminate this Agreement for cause upon written notice after first: (i) providing the other Party with written notice of the breach (each, a “Notice of Breach”), and (ii) providing thereafter a thirty (30) day opportunity to cure beginning on the date of receipt by the alleged breaching Party of the Notice of Breach. Either Party shall be entitled to terminate this Agreement for convenience by providing the other Party notice of its intent to terminate the Agreement at least thirty (30) prior to the desired date of termination. Notwithstanding anything to the contrary, upon termination or expiration of this Agreement for any reason: (i) all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;  (ii) You shall immediately stop accessing or otherwise using the WellHive Materials and any other WellHive Confidential Information (and any such access and use will be revoked); and (iii) You shall, within thirty (30) days of such expiration or termination, return to WellHive, or at WellHive’s written request destroy, all documents and tangible materials to the extent containing, reflecting, incorporating, or based on any WellHive Materials or WellHive Confidential Information and certify the same in writing.

   16. General.

   16.1.   Governing Law; Exclusive Jurisdiction. This Agreement shall be governed and construed in all respects exclusively in accordance with the laws of the State of Delaware without regard to any conflict of laws principles. The exclusive venue and jurisdiction for any action or proceeding arising out of this Agreement shall be the state and federal courts with jurisdiction over New Castle County, Delaware. The Parties accept the exclusive personal jurisdiction of such courts.

   16.2.   Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the Parties. Neither Party nor its agents have any authority of any kind to bind the other Party in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors.

   16.3.   No Third-Party Beneficiaries. This Agreement is not intended to confer any benefit on any person or entity not a Party to this Agreement.

   16.4.   Assignment. This Agreement is not assignable by You. WellHive reserves the right to assign the rights and obligations under this Agreement for any reason and in WellHive’s sole discretion.

   16.5.   Force Majeure. WellHive shall not be liable hereunder by reason of any failure or delay in the performance of its obligations due to any other cause which is beyond its reasonable control including but not limited to acts of God, riot, embargoes, acts of governmental authorities, fire, earthquake, epidemics or pandemics, flood, acts of terror, computer attacks or malicious acts (such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility) and accidents.

   16.6.   Government Use. If You are an agency or instrumentality of the U.S. Government, You acknowledge and agree that the WellHive Materials are “commercial computer software” and “commercial computer software documentation” and, as specified in FAR 12.212 or DFARS 227.7202, and their successors, as applicable, You shall only have the right to use, reproduce, or disclose the WellHive Materials specified in and subject to the terms and conditions of this Agreement. If any term or condition set forth in this Agreement: (i) allows for the automatic or unilateral termination or suspension of the U.S. Government’s license rights or maintenance of services; (ii) requires the governing law to be anything other than Federal law; (iii) requires dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law; (iv) requires the U.S. Government to indemnify WellHive; (v) permits equitable or injunctive relief or the award of attorney fees, costs or interest against the U.S. Government; or (vi) in the case of a contract directly between WellHive and a U.S. Government agency, permits the assignment of the Agreement or any claim arising under the Agreement to a third party, then such term and condition shall not apply to You, unless otherwise authorized by Federal law. Furthermore, nothing contained in this Agreement is meant to diminish the rights of the U.S. Department of Justice as identified in 28 U.S.C. Section 516. To the extent any term or condition set forth in this Agreement is contrary to U.S. Federal procurement law, then such term or condition shall not apply to the U.S. Government but shall continue to apply to prime contractors and subcontractors of the U.S. Government.

   16.7.   Severability; Waiver. Any provision of this Agreement determined to be unenforceable or invalid by applicable law or court decision shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or court decision. WellHive’s failure to require Your performance of any obligation herein shall not affect the full right to require such performance at any time thereafter. WellHive’s waiver of Your breach of any obligation under this Agreement shall not be taken or held to be a waiver of the obligation itself or of any past or subsequent breaches of the same obligation.

   16.8.   Entire Agreement; Waiver. This Agreement and the WellHive Policies (which are incorporated into this Agreement for all purposes as if expressly set forth herein) and any applicable Government Purchase Order, sets forth the entire understanding and agreement of the Parties and supersede any and all oral or written agreements or understandings between the Parties as to the subject matter of this Agreement. In the event of a conflict or inconsistency between this Agreement and the WellHive Policies, this Agreement shall control and such conflict or inconsistency shall be resolved in favor of this Agreement. Neither Party is relying on any warranties, representations, assurances, or inducements not expressly set forth herein. This Agreement may be changed only by a writing signed by both Parties.

   16.9.   Survival. In addition to any other right or obligation that by its nature is intended to survive any termination or expiration, the following Sections shall survive any termination or expiration of this Agreement: Section 4.3; Section 5.2; Section 6; Section 8; Section 10; Section 11; Section 12; Section 14; Section 15; and Section 16. Any survival of terms is only applicable to the extent they comply with Federal law.