Master Subscription Agreement

PRIVIA LLC MASTER TERMS

MASTER SUBSCRIPTION AND SERVICES AGREEMENT

MASTER TERMS

• 1. DEFINITIONS. In addition to capitalized terms defined elsewhere in this Master Subscription and Service Agreement (MSSA), the following capitalized terms shall have the indicated meanings when used in this MSSA.
• 1.1 "Authorized User" means any individual who is granted access to a given On Premise Subscription Application by Subscriber through the assignment of an active user ID and for whom Subscriber has paid the applicable fees, in accordance with the relevant Customer Order Form.
• 1.2 "Confidential Information" means, with respect to either Party, any material or information relating to such Party's research, development, products, product plans, services, customers, suppliers, personnel, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, marketing, or finances, and any other business information and trade secrets, that are not generally known to others in the industry and that such Party treats as proprietary or confidential. Without limiting the foregoing, the On Premise Subscription Application and any other software and databases of Privia (including, but not limited to, any data models, structures, aggregated statistical data, and other data that is not specific to Subscriber) shall constitute Confidential Information of Privia.
• 1.3 "Customer Content" means any data, media, or content provided, entered, or submitted by Subscriber or any Authorized Users for use in connection with the On Premise Subscription Application.
• 1.4 "Customer Order Form" means any written order form substantially in the form of Privia's standard order form attached as Schedule A hereto and that is executed by both Subscriber and Privia, or a purchase order that is executed and submitted by Subscriber, and accepted and executed by Privia, and that: (i) explicitly references this MSSA and the contract number specified on the Cover Page; (ii) describes any licenses, products, or services to be provided pursuant to it; (iii) identifies any applicable On Premise Subscription Applications and the associated Order Terms; and (iv) provides any other necessary or relevant information.
• 1.5 "Distributable Code" means the portion of the executable object code of any given On Premise Subscription Application that is, in accordance with the applicable Documentation, intended by Privia to be installed on computing devices used by Authorized Users and used by such Authorized Users to access the other features and functions of such On Premise Subscription Application, either as downloaded and installed components or through browser-based access to the On Premise Subscription Application.
• 1.6 "Documentation" means the standard user manuals and related documentation that Privia generally makes available to licensees of the On Premise Subscription Applications.
• 1.7 "On Premise Subscription Application" means the executable, object code version of any given proprietary application software product of Privia’s that is specifically identified as being licensed to Subscriber in a Customer Order Form.
• 1.8 "Open Source Applications" means any open source software applications and code libraries that are provided by Privia to Subscriber in conjunction with the On Premise Subscription Applications, including those identified and described in the “Open Source README" file distributed with the On Premise Subscription Applications.
• 1.9 "Order Term" means the period of time during which Subscriber is permitted to use any given On Premise Subscription Application hereunder, as such period: (i) is initially specified in the applicable Customer Order Form; and (ii) may be renewed and extended from time to time in accordance with this MSSA.
• 2. GENERAL. This MSSA governs the right to use and provision of Privia’s proprietary software applications and related services to Subscriber, with details regarding the right to use granted by Privia to Subscriber, and the particular services to be provided by Privia to Subscriber, as specified and described in Customer Order Forms executed by the Parties from time to time. These Master Terms do not in and of themselves, absent any executed Customer Order Forms, impose any obligation upon Privia to provide any such licenses or services to Subscriber.
• 3. ORDER OF PRECEDENCE. In the event of a conflict between these Master Terms and the terms of any Customer Order Form or any Schedule, these Master Terms shall govern, except to the extent that the provisions of a Customer Order Form expressly state the Parties' intention that a specific provision of the Customer Order Form shall supersede a particular section of these Master Terms.
• 4. ON PREMISE SUBSCRIPTION APPLICATIONS.
• 4.1 Right to Use. Subject to the terms and conditions of this MSSA, Privia hereby grants to Subscriber a non-exclusive, non-transferable, non-sublicenseable right to, during the portion of the applicable Order Term for which Subscriber has then paid Privia the relevant fees: (i) install and operate each On Premise Subscription Application solely for Subscriber's internal use, in accordance with applicable Documentation; (ii) permit no more than the maximum number of Authorized Users specified in the applicable Customer Order Form to access and use the features and functions of any given On Premise Subscription Application through the use of the applicable Distributable Code on computers under the control or supervision of such Authorized Users; and (iii) to make a reasonable number of copies of each On Premise Subscription Application solely for backup and archival purposes.
• 4.2 Authorized Users. Authorized Users may access the On Premise Subscription Applications that they are authorized to access, through the Distributable Code for such On Premise Subscription Applications, after having agreed to the associated clickwrap agreement in the installation process for such Distributable Code. Any given unique user ID may not be shared or used by more than one Authorized User, but may be reassigned from time to time by Subscriber to a new or different Authorized User if the Authorized User to which it was previously assigned no longer requires access to the applicable On Premise Subscription Application. Subscriber may designate each user ID as "active" or "inactive", as reasonably determined by Subscriber's designated administrators. Subscriber acknowledges and agrees that, as between Subscriber and Privia, Subscriber shall be solely and exclusively responsible for all acts and omissions of Authorized Users and for all access and use of the On Premise Subscription Applications and Distributable Code by the Authorized Users or that otherwise occurs through the use of any user ID assigned or created by Subscriber. Privia shall not be liable or responsible for any activity, loss, or damage arising from any unauthorized access to or use of any such user IDs or resulting from any failure by Subscriber to establish or assign an appropriate scope of authority or permission, or appropriate security controls, restrictions, or limitations, with respect to any given Authorized User or user ID. Any act or omission by an Authorized User which, if committed by Subscriber, would constitute a breach of this MSSA, shall be deemed a breach of this MSSA by Subscriber. Subscriber may designate third parties to which it provides services unrelated to the use of the On Premise Subscription Applications as Authorized Users, but such third parties may access and use the On Premise Subscription Applications and the Distributable Code only as Authorized Users and only as necessary and appropriate for them to collaborate with Subscriber with respect to the services being provided to them by Subscriber. Such use of the On Premise Subscription Applications and Distributable Code by such third parties as Authorized Users shall be considered part of Subscriber's internal business purposes for purposes of this MSSA. Other than for providing the applicable Distributable Code in accordance herewith, Subscriber shall not provide a copy of any On Premise Subscription Application to any third party for any use nor operate the On Premise Subscription Application in an application service provider (“ASP”) model.
• 4.3 Distributable Code. Any Distributable Code shall be deemed part of the applicable On Premise Subscription Application and shall be subject to all terms and conditions set forth in this MSSA as they apply to such On Premise Subscription Application. Subject to the terms and conditions of this MSSA, Privia hereby grants to Subscriber a non-exclusive, non-transferable, non-sublicenseable right and right to use to, during the portion of the applicable Order Term for which Subscriber has then paid Privia the relevant fees, distribute the Distributable Code solely to Authorized Users and solely for use by such Authorized Users in conjunction with Subscriber's deployment of the On Premise Subscription Application and in accordance with this MSSA. Any use of the Distributable Code shall be subject to the terms of this MSSA and of the separate clickwrap agreement that Privia provides with the Distributable Code. Subscriber shall take no actions that would disable or prevent any such clickwrap agreement from being entered into as contemplated or that would amend, revoke, or terminate any such clickwrap agreement. In addition, Subscriber shall promptly take whatever steps may reasonably be necessary to allow Authorized Users to review and consent to the terms of any such clickwrap agreement.
• 4.4 Documentation. Subject to the terms and conditions of this MSSA, Privia hereby grants to Subscriber a non-exclusive, non-transferable, non-sublicenseable right and license to, during the portion of the applicable Order Term for which Subscriber has then paid Privia the relevant fees, access and use the Documentation, as provided by Privia, solely for Subscriber's internal use in connection with the use of the On Premise Subscription Applications in accordance with this MSSA. Subscriber acknowledges that no right is granted to modify, adapt, translate, publicly display, publish, create derivative works, or distribute the Documentation.
• 4.5 Open Source Applications. Subscriber understands and acknowledges that the Open Source Applications are not licensed to Subscriber pursuant to the provisions of this MSSA, but are instead subject to the terms of the applicable third-party license agreements. The Open Source Applications are being provided to Subscriber by Privia merely as a convenience and do not constitute part of the On Premise Subscription Applications. This MSSA may not be construed to grant Subscriber any right or license to any Open Source Application. Subscriber shall have only such rights to use the Open Source Applications as are set forth in the relevant third-party license agreements, as described and specified in the “Open Source README" file distributed by Privia with the On Premise Subscription Applications. Privia shall have no obligation whatsoever under this MSSA to support or maintain any Open Source Application, nor shall Privia have any liability under this MSSA, regardless of the nature of the claim or the nature of the claimed or alleged damages (including, but not limited to, any liability for direct, indirect, incidental, consequential, special, or punitive damages), for any claim arising from or related to any Open Source Applications or Subscriber's use of the Open Source Applications. Privia disclaims all representations and warranties, express, implied, and statutory, with respect to the Open Source Applications, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, system integration, data accuracy, title, non-infringement, quiet enjoyment, and non-interference. Subscriber acknowledges and agrees that the foregoing disclaimer and limitations and exclusions of liability form an essential basis of the bargain between the Parties, and that, absent such disclaimer, limitations and exclusions, the terms of this MSSA (including, but not limited to, the fees charged by Privia hereunder) would be substantially different.
• 5. OWNERSHIP; PROPRIETARY RIGHTS. Subscriber acknowledges that Privia and its licensors own all right, title, and interest, including all patents, copyrights, trade secrets, trademarks, moral rights, mask work rights, and other intellectual property and proprietary rights ("Intellectual Property Rights"), in and to the On Premise Subscription Applications (including all components thereof), the Distributable Code, and the Documentation. Privia expressly reserves all rights in and to the On Premise Subscription Applications, the Distributable Code, the Documentation, and any other materials, information, processes, or subject matter proprietary to Privia, that are not expressly granted to Subscriber in this MSSA. Subscriber shall not engage in any conduct, or commit any act or omission, that would impair Privia’s or its licensors' Intellectual Property Rights in the On Premise Subscription Application, the Distributable Code, the Documentation, or any other materials, information, processes, or subject matter proprietary to Privia.
• 6. PRIVIA OBLIGATIONS.
• 6.1 Customer Order Forms. No Customer Order Form shall be deemed accepted by Privia unless and until Privia executes such Customer Order Form in writing. Privia may review and reject proposed Customer Order Forms in its sole discretion. If Subscriber submits a purchase order as a proposed Customer Order Form to Privia, then, to the extent that any term, condition, or provision that appears on such purchase order conflicts with, modifies, or is in addition to the terms and conditions of this MSSA, such term, condition, or provision shall be of no force and effect, notwithstanding the acceptance and signing of such purchase order, as a Customer Order Form, by Privia.
• 6.2 Delivery. As soon as commercially practicable after the execution of any given Customer Order Form, Privia shall deliver to Subscriber one (1) copy of each On Premise Subscription Application to Subscriber pursuant to such Customer Order Form, as well as one (1) copy of any associated Distributable Code and Documentation. Notwithstanding any provision of any Customer Order Form that requires Privia to perform certain services relating to the installation of the On Premise Subscription Application or the configuration of Subscriber's computers, networks or other systems, delivery of any given On Premise Subscription Application to Subscriber shall be deemed to have occurred upon the date of Subscriber’s receipt of a copy of the On Premise Subscription Application, and any associated Distributable Code and Documentation, as described above (the "Delivery Date"). To the extent reasonably practicable, each On Premise Subscription Application, and the associated Distributable Code and Documentation, will be delivered electronically to Subscriber. In the event that Privia reasonably determines that electronic delivery of the On Premise Subscription Application, Distributable Code, and Documentation to Subscriber is not feasible or practicable, Privia shall notify Subscriber of the time and manner of delivery of the On Premise Subscription Application, Distributable Code, and Documentation.
• 6.3 Maintenance and Support. With respect to any period of time for which Subscriber has paid Privia the applicable fees for any given On Premise Subscription Application, as specified in the relevant Customer Order Form or otherwise determined in accordance with this MSSA, Subscriber shall be entitled to receive the maintenance and support services described in Privia’s then-current Maintenance and Support Services Schedule ("Maintenance and Support Services"). A copy of the Maintenance and Support Services Schedule in effect as of the Effective Date is attached as Schedule B to this MSSA.
• 6.4 Professional Services. Subscriber may from time to time request that Privia perform certain installation, configuration, training, or other related services. Any such services that Privia agrees to provide shall be as described in a Customer Order Form mutually agreed upon in writing by the Parties (“Professional Services”) and shall be subject to the additional fees specified or described therein and the terms of the Professional Services Schedule attached as Schedule C hereto (the “Professional Services Schedule”). Prepaid fees for Professional Services shall be nonrefundable if Customer does not request and permit the relevant Professional Services to be provided within sixty (60) days after the effective date of the applicable Customer Order Form.
• 7. GENERAL USAGE RESTRICTIONS.
• 7.1 Prohibited Uses. Subscriber shall not use, or permit the use of, any On Premise Subscription Application, Distributable Code, or Documentation in any manner, or for any purposes, beyond the scope of the rights to use expressly granted in this MSSA. Without limiting the generality of the foregoing, Subscriber shall not: (i) authorize or permit use of any On Premise Subscription Application, Distributable Code, or Documentation by any persons other than Authorized Users; (ii) distribute any copies of any On Premise Subscription Application or Documentation, other than for distributing the Distributable Code in accordance with Section 4.3; (iii) assign, sublicense, sell, lease or otherwise transfer or convey, or pledge as security or otherwise encumber, any On Premise Subscription Application, Distributable Code, or Documentation or any of Subscriber's rights granted in Section 4; (iv) modify or create any derivative works of any On Premise Subscription Application, Distributable Code, or Documentation (or any component of any of the foregoing), except with the prior written consent of Privia; or (iv) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of any On Premise Subscription Application or Distributable Code is compiled or interpreted, and Subscriber hereby acknowledges that nothing in this MSSA shall be construed to grant Subscriber any right to obtain or use any source code to any On Premise Subscription Application or Distributable Code.
• 7.2 Third-Party Restrictions. Subscriber shall ensure that its and its Authorized Users’ use of the On Premise Subscription Applications, Distributable Code, and Documentation complies in all respects with this MSSA and any additional contractual or other legally binding obligations of Privia to any third party that Privia has notified Subscriber of in writing. Subscriber shall not enter into any contractual relationship or other legally binding obligation with any third party that has the purpose or effect of encumbering the use by Privia of any On Premise Subscription Application, Distributable Code, or Documentation.
• 7.3 Compliance with Laws. Subscriber shall ensure that its and its Authorized Users’ use of the On Premise Subscription Applications, Distributable Code, and Documentation complies in all respects with all applicable laws, statutes, regulations, ordinances or other rules of all applicable jurisdictions. Without limiting the immediately preceding sentence, Subscriber shall, as between the Parties, be solely and exclusively responsible for obtaining, and shall obtain in a timely manner, any permits, licenses, and approvals required with respect to export regulations promulgated by the Bureau of Export Administration or any other agency or department of the federal government of the United States of America or any other relevant jurisdiction. Subscriber acknowledges that Privia makes no representation or warranty that the On Premise Subscription Application may be exported without appropriate grants, right to use, licenses or permits under applicable law, or that any such rights and grants has been, will be, or can be obtained.
• 7.4 Proprietary Notices. Subscriber shall duplicate all proprietary notices and legends of Privia and its suppliers and licensors on any copies of the On Premise Subscription Applications, Distributable Code, and Documentation made, in accordance with this MSSA, by Subscriber. Subscriber shall not remove, alter, or obscure any such proprietary notice or legend.
• 7.5 Customer Content. Subscriber and its Authorized Users shall have access to the Customer Content and shall be responsible for all changes to, and deletions of, Customer Content and for the security of all passwords and other access protocols required to access the Customer Content. Subscriber hereby grants Privia a non-exclusive, non-transferable, non-sublicenseable right and grant to access, use, copy, and modify the Customer Content, as necessary and appropriate for Privia to fulfill its obligations under this MSSA. Prior to providing or making use of any Customer Content, Subscriber shall, at its own expense, obtain all third-party consents, approvals, and permissions that are necessary or appropriate for the use of such Customer Content.
• 7.6 Use of the On Premise Subscription Applications. Subscriber shall not use, or permit the use of, the On Premise Subscription Applications in any manner for spamming (i.e., sending of unsolicited commercial mail), sending chain letters or junk mail, or using a distribution list to communicate with any person who has not given Subscriber specific permission to contact them in such a manner. Subscriber shall not use, or permit the use of, the On Premise Subscription Applications to display, transmit, distribute, or otherwise provide access to any unlawful, infringing, libelous, obscene or harassing content of any kind, including, but not limited to, any Customer Content that meets such description. As between the Parties, Subscriber shall be solely and exclusively responsible for, and Subscriber shall indemnify Privia from and against all claims, liabilities, losses, and damages resulting from: (a) the sending or storing of any material (including, but not limited to, Customer Content) containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs by Subscriber or any Authorized Users through the On Premise Subscription Applications; or (b) any attempt by any third party under the direction or control of Subscriber (including, but not limited to, Subscriber’s employees, contractors, agents, and Authorized Users) to gain unauthorized access to the On Premise Subscription Applications.
• 8. FEES AND PAYMENTS
• 8.1 Fees Payable. Subscriber shall pay to Privia, without offset or deduction, the fees specified in each Customer Order Form executed by both Parties, as adjusted from time to time in accordance with this MSSA. Unless otherwise provided in any given Customer Order Form or elsewhere in this MSSA, all such fees shall be due and payable within thirty (30) calendar days after Subscriber's receipt of an invoice from Privia with respect thereto.
• 8.2 Late Charges. Privia reserves the right to charge, and Subscriber agrees to pay, a late charge equal to one and one-half percent (1½%) per month on any outstanding past-due amount that is not the subject of a good faith dispute of which Privia has been notified in writing prior to the due date.
• 8.3 Taxes. All fees and other amounts payable under this MSSA are exclusive of all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Subscriber will be responsible for payment of all such taxes (other than taxes based on Privia’s income), fees, duties and charges, and any related penalties and interest, imposed in connection with this MSSA. Subscriber shall make all payments required hereunder to Privia free and clear of, and without reduction for, any withholding taxes. Any taxes imposed on any payments hereunder to Privia shall be Subscriber's sole responsibility, and Subscriber shall, upon Privia’s request, provide Privia with copies of official receipts issued by the appropriate taxing authority, or such other evidence as Privia may reasonably request, to establish that such taxes have been paid.
• 8.4 Auditing Rights and Required Records. Subscriber agrees to keep and maintain complete and accurate records regarding matters covered by this MSSA during the Term (as defined in Section 13.1) and for a period of two (2) years after any termination or expiration of this MSSA. In addition, Subscriber shall create and maintain complete and accurate records of all copies of the On Premise Subscription Applications, Distributable Code, and Documentation made by or on behalf of Subscriber, including, but not limited to, records of the dates on which such copies are made and the locations where such copies are maintained. Subscriber shall promptly provide a copy of such records to Privia upon request. Throughout the Term and for a period of two (2) years after the end of the Term, Privia will have the right to, at its own expense and upon providing Subscriber with reasonable prior notice (but not more frequently than once per calendar year), inspect and audit Subscriber's use of the On Premise Subscription Applications, Distributable Code, and Documentation, for purposes of determining Subscriber's compliance with the terms and conditions of this MSSA. If any such inspection or audit reveals that Subscriber has underpaid Privia with respect to any amounts due and payable during the period to which such inspection and audit relate, Subscriber shall promptly pay Privia such amounts as are necessary to rectify such underpayment. Subscriber agrees to cooperate with Privia in the performance of any such audit and shall provide to Privia such access to Subscriber's relevant records, data, information, personnel and facilities as Privia reasonably requests for such limited purposes.
• 9. CONFIDENTIALITY.
• 9.1 Ownership of Confidential Information. The Parties acknowledge that during the performance of this MSSA, each Party will have access to certain Confidential Information of the other Party or that the other Party is required to maintain as confidential. Each Party agrees that, as between the Parties, the Confidential Information of the other Party is proprietary to the other Party and shall remain the sole property of the other Party.
• 9.2 Mutual Confidentiality Obligations. Each Party agrees: (a) to use the Confidential Information of the other Party only as expressly permitted by this MSSA and as necessary and appropriate to fulfill such Party’s obligations, and exercise such Party’s rights, under this MSSA; (b) not to reproduce any Confidential Information of the other Party other than as expressly permitted by this MSSA and as necessary and appropriate to fulfill such Party’s obligations, and exercise such Party’s rights, under this MSSA; (c) to hold in confidence the Confidential Information of the other Party and to protect such Confidential Information from unauthorized dissemination to, and use by, any third party; (d) not to create any derivative work of any Confidential Information of the other Party; (e) to restrict access to the Confidential Information of the other Party to the personnel, agents, and consultants, if any, of such Party who have a need to have access to such Confidential Information to fulfill their assigned duties for such Party and who have been advised of the confidential nature of such Confidential Information and have agreed in writing to treat such Confidential Information in accordance with the terms of this MSSA; and (f) to promptly return or destroy all Confidential Information of the other Party that is in such Party’s possession or control, and to which such Party is not expressly granted ongoing rights hereunder, upon termination or expiration of this MSSA. Notwithstanding the foregoing restrictions, Privia may use, copy, and disclose, without restriction, any aggregated statistical data created or derived by Privia relating to Subscriber's use of the On Premise Subscription Applications, provided that Subscriber is not identified or identifiable by name in such aggregated statistical data.
• 9.3 Confidentiality Exceptions. Notwithstanding the foregoing, information shall not be deemed to constitute Confidential Information, and the restrictions of Sections 9.1 and 9.2 shall not apply to such information, to the extent that it: (a) is publicly available or in the public domain at the time disclosed hereunder; (b) is or becomes publicly available, or enters the public domain, through no fault of the Party to which disclosed hereunder; (c) is rightfully communicated to the receiving Party hereunder by a third party not bound by confidentiality obligations with respect thereto; (d) is already in the receiving Party’s possession, free of any confidentiality obligations with respect thereto, at the time of disclosure to such Party hereunder; (e) is independently developed by the receiving Party, without reference to Confidential Information of the other Party; or (f) is approved in writing for release or disclosure, without restriction, by the disclosing Party hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information of the other Party to the limited extent required: (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and shall have made a reasonable effort to obtain a protective order regarding such Confidential Information; or (y) to establish or enforce such Party's rights under this MSSA, including, but not limited to, as necessary to make such court filings as may be required to establish or enforce such rights.
• 10. WARRANTIES.
• 10.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that the execution and performance of this MSSA does not and shall not violate any other contract, obligation, or instrument to which it is a party or that is binding upon it.
• 10.2 Limited Privia Warranty. Privia hereby warrants, for the benefit of Subscriber only, that each On Premise Subscription Application will conform in all material respects to the applicable Documentation for a period of ninety (90) days after the Delivery Date, provided that Subscriber notifies Privia in writing of any breach of such warranty within such time period. This warranty shall not apply to any failure of any On Premise Subscription Application to conform to the applicable Documentation to the extent such failure arises, in whole or in part, from: (i) any use of the On Premise Subscription Application other than in accordance with the applicable Documentation; (ii) modification of the On Premise Subscription Application by Subscriber or by any third party not under the direction or control of Privia; or (iii) any combination of the On Premise Subscription Application with, or any use of the On Premise Subscription Application in combination with, any software, hardware or other technology not specified by Privia in the applicable Documentation as being approved for use with the On Premise Subscription Application.
• 10.3 Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THIS SECTION 10, THE LICENSED APPLICATIONS, DISTRIBUTABLE CODE, DOCUMENTATION, AND ANY OTHER MATERIALS, SOFTWARE, INFORMATION, DATA, AND SERVICES PROVIDED BY PRIVIA HEREUNDER ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND PRIVIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY PRIVIA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. PRIVIA DOES NOT WARRANT THAT THE LICENSED APPLICATIONS, DISTRIBUTABLE CODE, DOCUMENTATION, OR ANY OTHER INFORMATION, DATA, MATERIALS, SOFTWARE OR SERVICES PROVIDED BY PRIVIA UNDER THIS AGREEMENT WILL MEET SUBSCRIBER'S REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS THEREIN WILL BE CORRECTED. SUBSCRIBER ACKNOWLEDGES THAT PRIVIA’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF SUBSCRIBER ONLY.
• 11. LIMITATION OF LIABILITY.
• 11.1 Limitations. IN NO EVENT SHALL PRIVIA BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, OR BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF PRIVIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CLAIMS SUBJECT TO, OR AMOUNTS PAYABLE PURSUANT TO, INDEMNIFICATION UNDER SECTION 12, THE MAXIMUM, CUMULATIVE, AND AGGREGATE LIABILITY OF PRIVIA TO SUBSCRIBER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES THAT HAVE THEN BEEN PAID TO PRIVIA BY SUBSCRIBER UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER ANY OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, HAVE PROVEN INEFFECTIVE, OR HAVE BEEN DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
• 11.2 Basis of the Bargain. The disclaimers, exclusions, and limitations of liability set forth in this MSSA form an essential part of the basis of the bargain between the Parties regarding this MSSA, and, absent any of such disclaimers, exclusions, or limitations of liability, the provisions of this MSSA, including, but not limited to, the economic terms, would be substantially different.
• 12. INDEMNIFICATION.
• 12.1 Indemnification by Privia.
• (a) Privia shall defend, indemnify, and hold Subscriber harmless from and against any third-party claims and actions, and shall pay all associated damages, liabilities, judgments, settlements, costs, and reasonable expenses (including reasonable attorneys' fees), to the extent arising out of any claim by any third party that any On Premise Subscription Application, as used by Subscriber as expressly authorized under this MSSA, infringes or misappropriates, as applicable, any U.S. patent issued as of the Effective Date or any copyrights or trade secrets under the applicable laws of any jurisdiction within the United States, provided that Subscriber gives Privia: (i) prompt written notice of such claim; (ii) authority to control and direct the defense and settlement of such claim; and (iii) such information and assistance, at Privia’s expense, as Privia may reasonably request in connection with such defense or settlement. Notwithstanding the foregoing, Privia shall have no obligation or liability hereunder to the extent that any alleged infringement or misappropriation arises from: (1) modifications to the On Premise Subscription Application made other than by Privia; (2) failure to use updates to the On Premise Subscription Application that have been provided by Privia; or (3) use of the On Premise Subscription Application except in accordance with this MSSA and the applicable Documentation (with the circumstances described in the foregoing clauses (1), (2), and (3) referred to collectively as the "Subscriber Indemnity Responsibilities").
• (b) Upon becoming aware or being notified of any claim for which indemnification is or may be required under this Section 12.1, or in the event that Privia believes that such a claim is likely, Privia may, at its option: (i) appropriately modify the On Premise Subscription Application so that it is non-infringing or provide Subscriber with a functionally-equivalent substitute for the On Premise Subscription Application; (ii) obtain a license for Subscriber to continue to use the applicable On Premise Subscription Application in accordance with this MSSA; or (iii) terminate Subscriber’s license to such On Premise Subscription Application under this MSSA upon providing written notice thereof to Subscriber, and refund to Subscriber any fees prepaid by Subscriber with respect to such On Premise Subscription Application for periods of time not yet expired as of the effective date of termination.
• 12.2 Indemnification by Subscriber. Subscriber shall defend, indemnify, and hold Privia harmless from and against any claims, actions, damages, liabilities, judgments, settlements, costs, and reasonable expenses (including reasonable attorneys' fees), to the extent arising out of any Subscriber Indemnity Responsibilities or Subscriber's breach of this MSSA. Privia agrees to give Subscriber: (i) prompt written notice of any such claim; (ii) authority to control and direct the defense and settlement of such claim; and (iii) such information and assistance, at Subscriber's expense, as Subscriber may reasonably request in connection with such defense and settlement. Notwithstanding the foregoing, Subscriber shall not settle any third-party claim against Privia unless such settlement completely and forever releases Privia with respect thereto or unless Privia provides its prior written consent to such settlement. Privia may participate in the defense of any claim hereunder at its own expense, with counsel of its choice.
• 13. TERM AND TERMINATION.
• 13.1 Term. This MSSA shall become effective upon the Effective Date and shall remain in full force and effect until terminated in accordance with this MSSA (with the entire period of time that this MSSA is in force and effect referred to as the “Term”). Each Customer Order Form shall take force and effect as of the date when it has been executed by authorized representatives of both Privia and Subscriber and shall initially continue in force and effect thereafter for the period of time specified as the Order Term in such Customer Order Form (the “Initial Order Term”). THE ORDER TERM FOR ANY GIVEN CUSTOMER ORDER FORM SHALL BE AUTOMATICALLY RENEWED AND EXTENDED FOR AN ADDITIONAL PERIOD OF TIME EQUAL IN DURATION TO THE INITIAL ORDER TERM (EACH SUCH ADDITIONAL PERIOD, A “RENEWAL ORDER TERM”) UPON THE EXPIRATION OF THE INITIAL ORDER TERM OR ANY RENEWAL ORDER TERM, UNLESS EITHER PARTY PROVIDES WRITTEN NOTICE OF NON-RENEWAL OF SUCH CUSTOMER ORDER FORM TO THE OTHER PARTY AT LEAST THIRTY (30) DAYS PRIOR TO THE THEN-SCHEDULED EXPIRATION OF THE ORDER TERM OF SUCH CUSTOMER ORDER FORM. The terms applicable to any Renewal Order Term of any Customer Order Form shall be the same as those applicable to the Initial Order Term of such Customer Order Form, except that, unless expressly otherwise provided in the applicable Customer Order Form, Privia may increase the fees applicable to any Renewal Order Term of any Customer Order Form by providing Subscriber with written notice of such increase at least sixty (60) days prior to the commencement of such Renewal Order Term.
• 13.2 Termination for Breach. Either Party may terminate this MSSA (and all Customer Order Forms and Order Terms then in force and effect and all Maintenance and Support Services and Professional Services then being provided) immediately upon providing written notice of termination to the other Party in the event that the other Party materially breaches this MSSA and fails to cure such breach within thirty (30) days (or, in the case of material breach resulting from non-payment by Subscriber of amounts due hereunder, fifteen (15) days) after having been provided with written notice reasonably describing the breach by the non-breaching Party.
• 13.3 Termination for Bankruptcy or Insolvency. Either Party may terminate this MSSA (and all Customer Order Forms and Order Terms then in force and effect and all Maintenance and Support Services and Professional Services then being provided) immediately upon providing written notice of termination to the other Party if: (i) the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws; (ii) a receiver has been appointed for the other Party or any material portion of its assets or properties; or (iii) an involuntary petition in bankruptcy has been filed against the other Party, which proceeding or petition has not been dismissed, vacated, or stayed within the first ninety (90) days after filing. 
• 13.4 Other Terminations. If termination rights in addition to those provided above in this Section 13 (or any rights of non-renewal or cancellation of services) are expressly provided in any given Customer Order Form, in the then-current Maintenance and Support Services Schedule, or in the Professional Services Schedule, then each Party may terminate such Customer Order Form and the associated Order Term, or terminate or cancel the applicable services (i.e., any applicable Maintenance and Support Services or Professional Services), in accordance with such additional rights. Termination of this MSSA shall simultaneously terminate all Customer Order Forms then in force and effect, as well as any Maintenance and Support Services and Professional Services then being provided. However, no separate termination or expiration of the Order Term of any given Customer Order Form shall terminate, cancel, or otherwise have any effect upon this MSSA or any other Customer Order Form or Order Term, and no separate termination, expiration, cancellation, or non-renewal of any Maintenance and Support Services or Professional Services in accordance with the applicable Schedule shall terminate, cancel, or otherwise have any effect upon this MSSA, any other services, or any Customer Order Form or Order Term.
• 13.5 Cumulative Remedies. Termination of this MSSA or any applicable Customer Order Form in accordance with this MSSA, regardless of cause or nature, shall be in addition and without prejudice to any other rights or remedies of the Parties. Except as otherwise expressly stated in this MSSA, all remedies specified in this MSSA are cumulative with any other remedies that may be specified herein or otherwise available at law or in equity.
• 13.6 Effects of Termination. Upon any termination of this MSSA, and upon any expiration or non-renewal of the Order Term of any given Customer Order Form, each Party shall: (i) immediately cease and discontinue all use of the other Party's Confidential Information, and Subscriber shall immediately cease use of any On Premise Subscription Applications, Distributable Code, and Documentation, relating to the terminated or expired Customer Order Forms; (ii) delete all of the other Party's Confidential Information relating to the terminated or expired Customer Order Forms from any computer storage devices or other media in such Party’s possession or control, including, but not limited to, deleting any applicable Distributable Code and related any online and off-line libraries; and (iii) return to the other Party, or, at the other Party's option, destroy, all copies of the other Party's Confidential Information relating to the terminated or expired Customer Order Forms then in such Party’s possession or control. In addition, upon any termination of this MSSA, and upon any expiration or non-renewal of the Order Term of any given Customer Order Form, Subscriber shall promptly pay Privia any outstanding amounts remaining payable under any terminated or expired Customer Order Forms. Except as expressly otherwise provided in this MSSA, all fees payable under this MSSA are non-refundable, and no credit or refund shall be issued or payable to Subscriber upon any termination of this MSSA or upon any termination, expiration, or non-renewal of the Order Term of any given Customer Order Form.
• 13.7 Survival of Obligations. Any provisions of this MSSA (or of any Schedule hereto) that impose continuing obligations upon a Party or, by their nature or terms, would be reasonably understood to have been intended to survive and continue in force and effect after expiration or termination of this MSSA or of any Customer Order Form (including, but not limited to, the provisions of Sections 5, 8, 9, 10.3, 11, 12, 13.5, 13.6, 13.7, and 14), shall survive any termination or expiration of this MSSA or of any Customer Order Form.
• 14. MISCELLANEOUS.
• 14.1 Applicable Law. This MSSA shall be governed by and construed under the substantive laws of the Commonwealth of Virginia, without regard to any conflicts of laws provisions. The United Nations Convention of Contracts for the International Sale of Goods, and the provisions of any state law adopting, in whole or in part, or in any modified form, the provisions of the Uniform Computer Information Transactions Act, shall not apply to, and are expressly excluded from, this MSSA. The exclusive forum and venue for any legal or equitable claim or action brought in connection with this MSSA shall be the state and federal courts situated in Fairfax County, Virginia. Each Party irrevocably submits and consents to the personal and subject matter jurisdiction of such courts and irrevocably waives any objection or claim that venue is improper for any reason in such courts.
• 14.2 Force Majeure. Each Party shall be excused from performance of its obligations under this MSSA, and shall not be deemed to be in breach of this MSSA, to the extent any failure by such Party to perform its obligations results from acts of god, fire, strike, embargo, terrorist attack, war, insurrection or riot, such Party’s compliance with any requirement of applicable law, or other causes beyond the reasonable control of such Party. Any delay resulting from any of such causes shall extend the time for performance accordingly or shall excuse performance, in whole or in part, as may be reasonable under the circumstances.
• 14.3 Notices. All notices required hereunder shall be in writing and shall be deemed to have been given when mailed by first class U.S. mail to the respective address, when sent via nationally recognized express carrier to the respective address, or when sent via facsimile with confirmation of successful transmission to the respective facsimile number, of the applicable Party, as specified in the applicable Customer Order Form and as updated by such Party by notice delivered in accordance herewith.
• 14.4 Assignment. Neither Party may assign this MSSA or any rights or obligations hereunder without the prior written consent of the other Party, except that, upon providing written notice to the other Party, either Party may assign this MSSA, and all its rights and obligations hereunder, to: (i) an Affiliate (as defined below) of such Party; or (ii) the surviving or acquiring entity, in the event of a merger, reorganization, consolidation involving such Party or a sale of all or substantially all of such Party's assets. Any attempt to assign this MSSA in contravention of this Section shall be void and of no force and effect. As used herein, an “Affiliate” means, with respect to either Party, any entity controlling, controlled by, or under common control with such Party, where “control” means the legal, beneficial, or equitable ownership, direct or indirect, of more than fifty percent (50%) of the voting or equity interests in an entity.
• 14.5 Independent Contractors. The relationship between the Parties arising from this MSSA does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in entering into and performing under this MSSA.
• 14.6 Non-Solicitation. Subscriber acknowledges and agrees that the employees and consultants of Privia who perform services in connection with this MSSA are valuable assets to Privia and are difficult to replace. Accordingly, Subscriber agrees that, during the Term and for a period of one (1) year after any termination of this MSSA, Subscriber shall not, without the express prior written consent of Privia, hire, engage, or solicit for hire or engagement (whether as an employee, independent contractor, consultant, or in any other capacity) any employee or consultant of Privia who perform services in connection with this MSSA. Subscriber agrees that for each individual that Subscriber hires or engages in violation of this Section, Subscriber shall pay to Privia liquidated damages equal to the annual cumulative value of salary and benefits paid or payable to that individual either by Subscriber (after hiring or engaging such individual) or by Privia (most recently before such individual was hired or engaged by Subscriber), whichever amount is greater. This Section and the prohibitions set forth herein shall not apply to employees or consultants who answer public advertisements or who apply for employment with Subscriber without any solicitation.
• 14.7 Amendments; Modifications. This MSSA may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.
• 14.8 Waiver. No waiver under this MSSA shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.
• 14.9 Severability. If any provision of this MSSA is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this MSSA shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this MSSA invalid or unenforceable whatsoever.
• 14.10 Causes of Action. No action arising from or related to this MSSA may be brought by either Party more than one (1) year after the cause of action has accrued, except that an action for non-payment of fees may be brought by Privia within two (2) years after the date such fees were due hereunder.
• 14.11 Arbitration. Except for any claims or actions seeking injunctive or other equitable relief and claims for a breach or alleged breach of Section 5 or Section 9, any dispute, claim, or controversy arising out of, or relating to, this MSSA (a "Dispute") shall be addressed in accordance with this Section 14.11. Each Party agrees to notify the other in writing as soon as reasonably practicable after becoming aware of the basis of a Dispute and to use commercially reasonable efforts to informally resolve or settle the Dispute after providing or receiving such a notice. Nevertheless, if the Parties fail to resolve such a Dispute within thirty (30) days after the date that such notice was received, either Party may submit the Dispute to binding arbitration in accordance with the Large, Complex Commercial Arbitration Procedures of the American Arbitration Association then in effect. Any such arbitration shall be conducted in Herndon, VA before an arbitrator having at least five (5) years experience in the information technology industry. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• 14.12 Attorneys' Fees. In any arbitration, suit, action, or proceeding relating to this MSSA, the prevailing Party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection therewith. Privia shall also be entitled to reimbursement for any collection costs incurred in the event of late payment or nonpayment by Subscriber.
• 14.13 No Third Party Beneficiaries. The Parties acknowledge that the provisions of this MSSA are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever, including, but not limited to, any right to enforce any provision of this MSSA.
• 14.14 U.S. Government End-Users. Each of the components that constitute the On Premise Subscription Applications (including, but not limited to, and Distributable Code) and the Documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" or "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. government end-users acquire the On Premise Subscription Applications and Documentation with only those rights set forth herein.
• 14.15 Counterparts. This MSSA may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one agreement.
• 14.16 Headings. The headings in this MSSA are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this MSSA.
• 14.17 Entire MSSA. This MSSA (together with any Schedule and any Customer Order Forms executed in accordance herewith) sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.

PRIVIA LLC MASTER TERMS

SCHEDULE B

MAINTENANCE AND SUPPORT SERVICES SCHEDULE

This MAINTENANCE AND SUPPORT SERVICES SCHEDULE (this "Schedule") forms part of, and is incorporated into, the Master License and Services MSSA between Privia and Subscriber (the "MSSA").

• 1. DEFINITIONS. Capitalized terms used but not defined in this Schedule shall have the respective meanings set forth in the Master Terms. In addition to capitalized terms defined elsewhere in this Schedule, the following capitalized terms shall have the indicated meanings when used in this Schedule.
• 1.1 "Application Update" means any version of a Covered Application that is developed after the date on which such Covered Application is first licensed to Subscriber under the MSSA and that implements minor improvements or augmentations of the Covered Application or corrects failures of the Covered Application materially to conform to the then-current Documentation.
• 1.2 "Application Upgrade" means any version of a Covered Application that is developed after the date on which such Covered Application is first licensed to Subscriber under the MSSA and that implements additional features or functions in the Covered Application or that produces substantial and material improvements with respect to the utility and efficiency of the Covered Application, but which does not constitute an Application Update (as reasonably determined by Privia) and which is not marketed by Privia as a separate product or service.
• 1.3 “Covered Application” means any On Premise Subscription Application for which Privia is then obligated to provide Maintenance and Support Services hereunder.
• 2. UPDATES AND UPGRADES. From time to time Privia may, in its sole discretion, develop Application Updates and Application Upgrades for any given Covered Application. Privia will, during any period of time for which Privia is obligated to provide Maintenance and Support Services for the applicable Covered Application to Subscriber hereunder, make any such Application Updates and Application Upgrades that are made generally available by Privia available to Subscriber, by the same means or methods by which the relevant Covered Application is then made available (e.g., by providing one or more copies of the Application Update or Application Upgrade for installation and operation by Subscriber), provided that Subscriber has paid all fees then due under the MSSA. Any such Application Updates and Application Upgrades provided or made available hereunder shall be deemed to constitute part of the relevant On Premise Subscription Application and shall be subject to all terms and provisions of the MSSA, including, but not limited to, any terms and provisions related to licenses, usage restrictions, and ownership.
• 3. TECHNICAL SUPPORT.
• 3.1 Support Obligations. Subscriber will be permitted to designate in writing to Privia up to the maximum number of designated customer support representatives of Subscriber’s that is specified in the applicable Customer Order Form ("Eligible Support Recipients"). Only Eligible Support Recipients may request, and shall be entitled to receive, technical support from Privia regarding the Covered Applications. Subscriber may appoint replacement Eligible Support Recipients at any time by notifying Privia thereof in writing. Subscriber will also confirm to Privia upon request the names of Subscriber’s then-current Eligible Support Recipients. Privia will provide technical support regarding the Covered Applications to Subscriber’s Eligible Support Recipients by the means described in the following Sections of this Schedule, subject to the conditions regarding availability and response times specified herein.
• 3.2 Telephone and Email Assistance. Privia's normal business hours are 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday excluding company holidays for purposes of obtaining support in the use of the Application Service. Technical Support may be requested by email (support@privia.com) or calling a provided support number during normal business hours. After hours support is provided through automatic on-call notification for severity 1 and severity 2 issues by sending a request to support@privia.com.
• 4. MAINTENANCE
• 4.1 Error Corrections. Privia will use commercially reasonable efforts to adapt, re-configure or re-program, as applicable, any Covered Application in order to correct, in a reasonably timely fashion, any material nonconformity of the Covered Application with the then-current applicable Documentation (an “Application Error”) that is reported to Privia by Subscriber’s Eligible Support Recipients, except that if Privia determines in good faith that any purported Application Error is the result of errors or misstatements in the Documentation, Privia may correct such nonconformity by amending the Documentation as necessary and appropriate. Notwithstanding the foregoing, because of the nature of software errors, no failure or inability by Privia to correct any given Application Error, nor any failure or inability by Privia to correct any given Application Error in a timely fashion, will in any event be deemed a breach of Privia’s obligations hereunder.
• 4.2 Procedural Workarounds. In the event that Privia fails or is unable to correct any Application Error as required by this Schedule, Privia will use commercially reasonable efforts to develop, in a reasonably timely fashion, procedures or routines for use by end-users of the Covered Application that, when employed in the regular operation of, or in normal access to, the Covered Application, will avoid, or substantially diminish, the practical adverse effects of the relevant Application Error, provided that no failure or inability by Privia to develop any such procedure or routine, nor any failure or inability by Privia to develop any such procedure or routine in a timely fashion, will in any event be deemed a breach of Privia’s obligations hereunder.
• 4.3 Severity of Errors: Application Errors reported to Privia by Subscriber’s Eligible Support Recipients will be categorized and handled in accordance with the following procedures. Resolution of Application Errors may take the form of a written response, supplementary documentation, work-around, fix, coding change, product patch, postponement to the next release, or other correctional aids.
• a. Severity Classifications. Application Errors will be categorized as follows:
• Severity 1: The reported Application Error relates to a critical loss of use or functionality of the Covered Application, causing the Covered Application to be completely inoperable, and no workaround is available.
• Severity 2: The reported Application Error causes significant loss of use or functionality of the Covered Application, but a procedural workaround is available and operation of the Covered Application may continue in a restricted fashion.
• Severity 3: The reported Application Error causes minor loss of use or functionality of the Covered Application, and the impact is an inconvenience, which may require a workaround to restore functionality.
• Severity 4: The reported Application Error causes no material loss of use or functionality of the Covered Application, and the result is a minor error, incorrect behavior, or Documentation error that does not impede the operation of the Covered Application.
• b. Response Times: Privia’s response efforts regarding a reported Application Error will begin when Privia has received all information from Subscriber that is necessary for Privia to be able to reproduce the suspected Application Error. The response times described below apply only to Application Errors reported by Subscriber’s Eligible Support Recipients by telephone. For Severity 1 and Severity 2 reproducible Application Errors, Privia shall exercise commercially reasonable efforts to respond and provide problem resolution objectives within two (2) hours after receiving the report of the reproducible Application Error from Subscriber’s Eligible Support Recipients by telephone, and Privia will then exercise commercially reasonable efforts toward resolution of the Application Error until such resolution is achieved. For Severity 3 and Severity 4 reproducible Application Errors, Privia shall exercise commercially reasonable efforts to respond and provide problem resolution objectives within one (1) business day after receiving the report of the reproducible Application Error from Subscriber’s Eligible Support Recipients by telephone (with any report received other than during Privia’s normal business hours being deemed to have been received on the next business day), and Privia shall then exercise commercially reasonable efforts during Privia’s normal business hours toward resolution of the Application Error within the timeframes specified by Privia. Privia shall report progress of resolution of reported reproducible Application Errors to Subscriber periodically, as Privia determines necessary thereafter. Privia will make reasonable efforts to consider requests for modifications to the Covered Applications. However, Privia is under no obligation to incorporate any such requested modifications in any current or future releases of any Covered Application.
• 4.4 Access and Cooperation. Subscriber shall provide such information, cooperation, and access to Subscriber’s resources as Privia may reasonably require in order to provide Maintenance and Support Services for the Covered Applications, including, but not limited to, access to the Covered Applications via the Internet or via direct modem connection to Subscriber’s relevant servers, access to Subscriber’s facilities, and access to, and the assistance of, Subscriber’s applicable personnel who possess information required by Privia for purposes of performing its obligations hereunder. Subscriber acknowledges that Privia may remotely monitor Subscriber's use of the On Premise Subscription Applications for purposes of providing Maintenance and Support Services pursuant to this Schedule. Privia shall be excused from any non-performance of its obligations hereunder to the extent any such non-performance is caused by or attributable to Subscriber's failure to perform its obligations under this Section.
• 5. LIMITATIONS.
• 5.1 Eligible Support Recipients. Privia shall have no obligation to provide Maintenance and Support Services hereunder, by any means, to anyone other than Subscriber’s Eligible Support Recipients.
• 5.2 Privia Holidays. Privia shall have no obligation to provide Maintenance and Support Services hereunder during any holiday observed by Privia, which holidays include New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, and Christmas Day, each year.
• 5.3 Distributable Code. Subscriber acknowledges that Privia shall have no obligation to provide technical support to any Authorized Users with respect to use of the Distributable Code.
• 5.4 Technical Support Exemptions. Unless expressly otherwise agreed in writing by the Parties, Privia shall have no obligation to provide technical support or problem resolution services with respect to any Application Error resulting from: (i) use of the applicable Covered Application other than according to the Documentation and the terms of the MSSA; (ii) modification of the applicable Covered Application by Subscriber or any third party not under the direction or control of Privia, except as expressly permitted in writing and advance by Privia; or (iii) any combination or integration of the applicable Covered Application with hardware, software, or other technology not provided by Privia, regardless of whether such combination or integration is permitted under the terms of the MSSA.
• 5.5 Version Requirements. Unless expressly otherwise agreed by the Parties in writing, Privia shall not be required to provide Maintenance and Support Services with regard to any version of a Covered Application that has not been made generally available and actively marketed by Privia during the then-immediately preceding nine (9) months. In addition, Privia shall correct only minor reproducible Application Errors, as determined by Privia, in versions of the Covered Applications other than, at any given time, the respective then-most-current release.
• 5.6 General Protection of Privia Intellectual Property. Privia shall not be required to provide Maintenance and Support Services hereunder to the extent the provision thereof might reasonably be expected to jeopardize or harm any of Privia’s Intellectual Property Rights or to reveal, to the public or to end users of the applicable Covered Applications, any trade secrets or other proprietary information of Privia’s that is not generally available to the public.
• 5.7 No Source Code. Nothing in this MSSA shall be construed to give Subscriber a right to use, or to otherwise obtain access to, any source code from which any On Premise Subscription Application or any portion thereof is compiled or interpreted.
• 5.8 Compliance with Third-Party Constraints. Privia shall not be required to provide Maintenance and Support Services to the extent that the provision thereof would violate Privia’s obligations to its third-party licensors and suppliers with respect to such third parties' intellectual property.
• 5.9 Limitations of Warranty and Liability. Privia makes no representations or warranties under this Schedule, and Subscriber acknowledges that this Schedule is subject to all disclaimers and limitations of liability set forth in the Master Terms.
• 6. FEES. Subscriber shall pay to Privia, without offset or deduction, and on a non-refundable basis, the applicable fees specified in each relevant Customer Order Form with respect to any Covered Application for which, as indicated in such Customer Order Form, Maintenance and Support Services are to be provided, as such fees are adjusted from time to time in accordance with the MSSA. If indicated in the applicable Customer Order Form that Maintenance and Support Services are to be provided by Privia with respect to any given Covered Application, then Subscriber shall be entitled to receive Maintenance and Support Services for such Covered Application during any portion of the Order Term for which Subscriber has paid the applicable fees.

This PROFESSIONAL SERVICES SCHEDULE (this "Schedule") forms part of, and is incorporated into, the Master License and Services MSSA between Privia and Subscriber (the "MSSA"). Capitalized terms used but not defined in this Schedule have the respective meanings set forth in the Master Terms.

• 1. PROFESSIONAL SERVICES
• 1.1 Professional Services. Any Professional Services to be provided by Privia to Subscriber (e.g., any installation, configuration, or training services) shall be as described in a Customer Order Form mutually agreed upon in writing by the Parties, or in a statement of work attached thereto or otherwise mutually agreed to in writing by the Parties after execution of such Customer Order Form (a “Statement of Work”), and shall be subject to the additional terms and conditions of this Schedule. Any such Customer Order Form (or attached Statement of Work) shall describe the Professional Services to be provided, as well as the fees and expenses to be payable by Subscriber to Privia, thereunder. Privia will perform any Professional Services in a professional manner and in accordance with professional standards common and prevalent in the industry. Until authorized representatives of both Parties have signed an applicable Customer Order Form, Privia shall have no obligation to perform any proposed Professional Services.
• 1.2 Modifications. Subscriber may at any time request a modification to the Professional Services to be performed pursuant to any particular Customer Order Form by submitting a written request to Privia specifying the desired modifications. Privia shall, within a reasonable time following receipt of any such request, submit a proposed revised Customer Order Form (or Statement of Work), describing forth the Professional Services, the timeline for performance, and an estimate of the associated fees, required to accomplish or complete such modifications. If the Parties agree in writing upon any such modifications, they shall be performed under the terms of this Schedule. Modifications to any given Customer Order Form shall become effective only when agreed upon in writing by authorized representatives of both Parties.
• 2. PERSONNEL
• 2.1 Suitability. Privia shall assign to any given Professional Services employees and subcontractors with qualifications reasonably suitable for the performance of such services, as described in the relevant Customer Order Form or Statement of Work. Privia may from time to time, in its sole discretion, replace any assigned employees and subcontractors with other suitably qualified employees or subcontractors.
• 2.2 Subscriber Responsibilities. Subscriber shall make available in a timely manner, at no charge to Privia, all technical data, computer facilities, programs, files, documentation, test data, sample output, and other information and resources of Subscriber that are required by Privia for the performance of the Professional Services. Subscriber shall be responsible for, and assumes the risk of any problems or issues resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Subscriber. Subscriber shall provide to Privia, at no charge to Privia, office space, services and equipment (such as copiers, fax machines and modems) as Privia reasonably requires to perform the Professional Services onsite at Subscriber’s facilities.
• 3. FEES AND PAYMENT. Subscriber shall pay to Privia, for the performance of the Professional Services, such fees as are specified or described in applicable Customer Order Form or Statement of Work. Additionally, unless otherwise provided in the applicable Customer Order Form or Statement of Work, Subscriber will reimburse Privia for any travel and related living expenses incurred by Privia’s employees and contractors for travel from Privia’s offices in connection with the performance of the Professional Services onsite at Subscriber’s facilities, as well as any other authorized expenses for which reimbursement is contemplated in the applicable Customer Order Form or Statement of Work. Except as provided above, each Party will be responsible for its own expenses incurred in connection with each Customer Order Form and Statement of Work. Unless otherwise specified in the applicable Customer Order Form or Statement of Work, Privia will invoice Subscriber on a monthly basis, in arrears, at Privia’s then-current rates, for Professional Services rendered under any Customer Order Form or Statement of Work, plus any applicable expenses. Invoiced amounts shall be due and payable within thirty (30) days after Subscriber's receipt of Privia’s invoice.
• 4. PROPRIETARY RIGHTS. Unless otherwise expressly agreed in any particular Customer Order Form or associated Statement of Work, except to the extent that any work product created by Privia in the performance of Professional Services hereunder constitutes or embodies any pre-existing Confidential Information of Subscriber’s, ownership of all work product, developments, inventions, technology, and materials provided by Privia in the performance of Professional Services or otherwise under this Schedule (and all Intellectual Property Rights thereto) shall be solely owned by Privia. Privia grants to Subscriber a non-exclusive, non-transferable, non-sublicenseable right and license to use any work product created by Privia in the performance of Professional Services hereunder for Subscriber’s internal business purposes.
• 5. LIMITATIONS. Privia makes no representations or warranties under this Schedule, and any Professional Services provided under this Schedule are subject to the disclaimers and limitations of liability set forth in the MSSA.
• 6. TERM; TERMINATION
• 6.1 Term. Unless expressly stated otherwise in the applicable Customer Order Form or Statement of Work, the term of each Customer Order Form under which Professional Services are provided shall, with respect to such Professional Services, continue until performance of such Professional Services has been completed.
• 6.2 Termination for Breach. Either Party may, at its option, upon providing written notice thereof to the other Party, terminate the Professional Services being provided under any given Customer Order Form or Statement of Work (without terminating the MSSA, any other aspects of such Customer Order Form, or any other Customer Order Form) if the other Party material breaches its obligations with respect to such Professional Services and fails to cure such breach within thirty (30) days after being provided by the non-breaching Party with written notice reasonably describing the breach.
• 6.3 Termination for Convenience. Either Party may, at its sole option and for its convenience, terminate the Professional Services being provided under any Customer Order Form or Statement of Work then in force and effect (without terminating the MSSA, any other aspects of such Customer Order Form, or any other Customer Order Form) upon providing the other Party with thirty (30) days’ prior written notice of such termination. Upon any such termination, Privia will promptly inform Subscriber of the extent to which performance under the applicable Customer Order Form has then been completed and will deliver to Subscriber a copy of all work in process for which Subscriber pays the applicable fees, and the Parties will wind up work under such Customer Order Form in a commercially reasonable manner.
• 6.4 Effects of Termination. In the event of any termination of any Professional Services being provided under any Customer Order Form or Statement of Work, Subscriber shall promptly pay to Privia all amounts due and owing thereunder.