TERMS AND CONDITIONS

This Customer Agreement (this “Agreement”) governs the purchase and use of our offerings sold on a subscription basis (collectively, “Subscriptions”) and implementation and other related services (“Services”) provided by Dazos, Inc.("Dazos") and the entity named on the order form or purchase order accepted by Dazos (each, an “Order”) (together with its affiliates, “Customer”).

1. Orders. Any purchase of Subscriptions and/or Services by Customer shall be made pursuant to an Order, each of which shall be deemed accepted upon the earlier of Dazos’s written confirmation or commencement of Services. Other than as expressly provided in this Agreement, Services and Subscriptions purchased hereunder are non-cancellable and non-refundable.  Subscriptions and Services are further described in the Order, any written description of the Services specifically integrated into an Order, and official documentation provided, or otherwise made available, to Customer by Dazos, which may be modified by Dazos from time to time (collectively, the “Documentation”).

2. Subscriptions. Subject to Customer’s compliance with this Agreement, Dazos grants Customer a worldwide, royalty-free, non-exclusive, time-limited, non-transferable (except to a successor in interest as permitted herein), limited license to access and use any Subscriptions in the quantities and during the period of time specified on the Order (the “Subscription Term”). Unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the end of the then-current Subscription Term, each Subscription Term shall renew automatically at the end of each previous Subscription Term for a period of time equal to the expiring Subscription Term subject to an annual per unit price increase of ten percent (10%). Notwithstanding anything to the contrary, any renewal in which Subscription Term or volume for any Subscription has decreased from the prior Subscription Term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. Unless otherwise agreed in the Order, Dazos will provide support as detailed in the Documentation. Subscriptions are made available through the internet and may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance.

3. Services. Customer acknowledges that Dazos will require information, documents, data, records and cooperation by Customer in order to properly perform the Services and that Dazos is not responsible for errors, delays or other consequences arising from the failure of Customer to timely and appropriately provide such information, data, records or cooperation. In the event Customer causes delay to the Services, or requires any modifications, Dazos may require an additional fee. Customer acknowledges and agrees that, subject to its confidentiality obligations, Dazos is not restricted from developing, implementing, marketing or selling services or deliverables for other customers or projects that are similar to the Services or deliverables provided under this Agreement.

4. Fees and Payment. Customer will pay the fees set forth in the Order (the “Fees”). All Fees are non-refundable, non-cancelable, and exclusive of applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transaction taxes, and gross receipts tax all of which shall be invoiced to and paid by Customer. The aggregate Fees of a Subscription for the full Subscription Term set forth on the Order shall not be reduced or canceled at any time during the Subscription Term. . If Customer exceeds a contractual usage limit, Dazos may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Dazos’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable services promptly upon Dazos’s request, and/or pay any invoice for excess usage in accordance with this section. Unless otherwise stated in the Order Form, Fees for implementation shall be due upon Order Form execution, Subscription Fees shall be due and paid annually in advance, and all other Fees are due and payable within thirty (30) days of receipt of the invoice (the “Due Date”). Subject to a good faith dispute, any payment not received from Customer by the Due Date may accrue interest at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, commencing on the Due Date plus any incurred costs of collection.

5. Obligations. Customer shall (a) use Subscriptions and Services solely for its own internal benefit and in accordance with this Agreement, (b) be solely responsible for compliance with this Agreement by its users, whether employees or contractors, (c) use reasonable efforts to prevent unauthorized use of or access to Subscriptions or Services or any related account or password and shall notify Dazos immediately of any such unauthorized use or access, (d) provide timely cooperation and accurate and complete information, assistance or access reasonably required by Dazos in order to perform Services, and (e) be solely responsible for (i) the accuracy and legality of all data submitted by Customer for processing or use by Dazos in connection with this Agreement (the “Customer Data”), (ii) the means by which it acquires and uses such Customer Data, including compliance with any regulations and laws applicable to the Customer Data, (iii) having obtained all rights in the Customer Data necessary to permit Dazos’s compliance with its obligations under this Agreement, and (iv) backing up Customer Data such that it may be deleted at any time unless otherwise agreed in writing.

6. Restrictions. Customer shall not, and shall not allow others to (a) directly or indirectly sell, resell, transfer, sublicense, lease, time- share, market or otherwise make available to any third party (except subcontractors) any Subscription or Documentation, or any portion thereof, (b) attempt to gain unauthorized access to or disrupt the integrity or performance of a Subscription or the data contained therein (including but not limited to hacking or penetration testing Dazos’s systems), (c) modify, copy or create derivative works based on any Subscriptions, Services or any Dazos Confidential Information, (d) decompile, disassemble, reverse engineer or otherwise attempt to derive source code from Subscriptions, in whole or in part, (e) use or enable the use of Subscriptions in violation of applicable laws, rules or regulations, (f) access a Subscription for the purpose of building or enabling a competitive product or service or copying its features or user interface, (g) circumvent or attempt to circumvent contractual or other usage restrictions, or (h) use Subscriptions for purposes of evaluation, benchmarking or other comparative analysis intended for publication outside the Customer organization without Dazos's prior written consent.

7. Intellectual Property. No transfer of ownership of any intellectual property will occur under this Agreement. Dazos and its suppliers exclusively retain all right, title, and interest in and to Subscriptions and the underlying offerings and technology, the results of its Services, and all intellectual property rights therein, including without limitation all patent, trademark, trade secret, know-how, trade name, and copyright, whether or not registered. No license or other implied rights of any kind are granted or conveyed to Customer except for the limited right to access and use Subscriptions pursuant to an Order subject to this Agreement. Customer grants Dazos a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Dazos to perform its obligations for Customer. Customer acknowledges and agrees that Dazos may collect anonymized, aggregated, and/or de-identified statistical and other performance information related to Customer’s use of Subscriptions, which information will not include personal information, and Dazos may use such information for its own legitimate business purposes, including, among other things, support, reporting, research, improvements to Subscriptions, industry collaboration, and other reasonable business purposes. In the event that Customer provides Dazos with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback (collectively, “Feedback”), Customer grants Dazos a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, modify, and distribute such Feedback in any manner without compensation to Customer or attribution of any kind. Notwithstanding anything to the contrary contained in this Agreement, third-party products are governed by third-party license terms.

8. Representations and Warranties.

8.1 Dazos Warranty. Dazos warrants that, during the Warranty Period (defined below) (a) Subscriptions will operate in substantial conformity with the Documentation, and (b) Services will be provided in a professional and workmanlike manner. If Customer believes there is a warranty violation, Customer must notify Dazos in writing promptly during the Warranty Period, stating in reasonable detail the nature of the alleged non-conformity. As Dazos’s sole obligation and Customer’s exclusive remedy for the warranty violation, Dazos will correct or re-perform, at no additional charge, any non-conforming Subscription or Service. If Dazos is unable to correct any non-conformity reported in accordance with this Section 8.1 neither party may terminate the affected portion of the applicable Order, and Customer, as its sole remedy, will be entitled to receive a pro-rata refund of any prepaid unused Fees for the affected Subscriptions or Services. This warranty will not apply if the non-conformity was caused by misuse of Subscriptions or Services by Customer or any third party, modifications to Subscriptions or Services by Customer or any third party, or third-party hardware, software, or services used in connection with Subscriptions or Services. The applicable “Warranty Period” runs for the duration of any applicable Subscription Term, and from the completion of any Services for thirty (30) days thereafter.

8.2 Mutual. Each party represents and warrants that it has the legal power to enter into and perform under this Agreement.

8.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, DAZOS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, AND RELIABILITY. DAZOS DOES NOT WARRANT SUBSCRIPTIONS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

9. Confidentiality. Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure, or if a person obtaining the information under similar circumstances would consider the information confidential or proprietary reasonable (”Confidential Information”). Confidential Information shall be protected by the receiving party with the same degree of care it uses to protect its own similar information and, in no event less than a reasonable degree of care during the Term and for a minimum of three (3) additional years (or for as long as any Confidential Information remains Trade Secret as such term is defined by the Uniform Trade Secrets Act). For the avoidance of doubt, business plans, pricing, designs, solutions, inventions, know-how, customers, and any other technical and financial information is Confidential information. Confidential Information may not be used by the receiving party for any purpose other than as necessary to perform its obligations under this Agreement (the “Purpose”). Confidential Information may be shared by the receiving party only with those employees, agents or contractors with a need to know such information to support the Purpose, provided such persons or entities are bound by terms no less protective of the Confidential Information than those contained herein. Confidential Information is not information that (a) was known or becomes known to the receiving party without obligation of confidentiality, (b) is independently developed by the receiving party without use or knowledge of the other party’s Confidential Information, or (c) where disclosure is required by law or a governmental agency. The parties acknowledge and agree that the confidentiality obligations set forth in this Agreement are reasonable and necessary for the protection of the parties’ business interests, that irreparable injury may result if such obligations are breached, and that, in the event of any actual or potential breach related to Confidential Information, the non-breaching party may have no adequate remedy at law and shall be entitled to seek injunctive and/or other equitable relief as may be deemed proper by a court of competent jurisdiction.

10. Compliance, Data Privacy and Security. Each party represents and warrants that it shall, at all times, comply with applicable laws, rules and regulations including, but not limited to those related to PII as defined by applicable privacy regulations and PHI as defined by HIPAA.  Due to the nature of Subscriptions and Services provided by Dazos, Customer hereby agree to be bound by the Dazos Business Associate Addendum (“BAA”) attached hereto, as Exhibit 1, and incorporated herein by this reference. Customer grants Dazos the non-exclusive right to access and process the Customer Data for the sole purpose and only to the extent necessary to provide the applicable Subscriptions or Services. Dazos agrees not to use,  access, disclose or process any Customer Data, except to (a) perform the obligations permitted by Customer under this Agreement, and (b) comply with applicable laws. Dazos will maintain commercially reasonable administrative, physical, and technical safeguards and controls for the availability, security, confidentiality, and integrity of Customer Data.

11. Term and Termination. This Agreement commences on the Effective Date and ends with termination of this Agreement as permitted herein (“Term”). Subject to the terms and conditions contained in this Agreement, either party may terminate this Agreement or any Order if the other party fails to cure a material breach thereof within thirty (30) days (seven (7) days for non-payment) of being notified in writing of such breach. Termination of this Agreement shall not release Customer from its obligation to pay all outstanding amounts. On termination of this Agreement, all Orders shall also terminate with immediate effect, and each party shall promptly return or destroy the other party’s Confidential Information subject to its document retention policies or as required by applicable law. In the event of the termination or expiration of this Agreement, the provisions of this Agreement which by their nature should extend beyond the expiration or termination of this Agreement shall survive and any accrued rights to payment shall remain in effect beyond such termination or expiration until fulfilled.

12. Suspension. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Dazos may suspend Subscriptions and/or Services (a) if Dazos reasonably deems such suspension necessary as a result of Customer’s breach of Sections 5 or 6, (b) if Dazos reasonably determines suspension is necessary to avoid material harm to Dazos or its other customers, or (c) as required by law or pursuant to request of governmental entities. For the avoidance of doubt, payment obligations are not suspended or terminated if Dazos suspends access to Subscriptions or Services as permitted in this Section 12.

13. Indemnification.

13.1 By Customer. Customer agrees to, and shall, indemnify, defend, and hold Dazos harmless from the associated costs and fees (including reasonable attorneys’ fees and expenses) finally awarded or agreed to in settlement or compromise, to the extent that such fees and costs arise from or relate to a claim, proceeding or suit based on a violation of Customer’s obligations pursuant to Sections 5, 6, 7, 8.2, and/or 10 (each a “Claim”).

13.2 By Dazos. Dazos agrees to, and shall, indemnify, defend, and hold Customer harmless from the associated costs and fees (including reasonable attorneys’ fees and expenses) finally awarded or agreed to In a settlement, to the extent that such fees and costs arise from or relate to a third party claim, proceeding or suit (a) alleging that Subscriptions or Services infringe a third party patent, copyright or trade secret that is protected in the US, or (b) based on a violation by Dazos of its obligations pursuant to Section 8.2 (each (a) and (b) also a “Claim”). Notwithstanding the foregoing, Dazos will have no obligation to Customer under this Section 13.2 to the extent that any such Claim (i) arises or results from the unauthorized or improper use by Customer or a third party of Subscriptions or Services, (ii) arises or results from the combination of Subscriptions or Services with other products or services not provided by Dazos, to the extent that such Claim would not have resulted except for such combination, (iii) arises or results from the alteration or modification of Subscriptions or Services by or for Customer without Dazos’s written consent, or (iv) could be avoided by Customer’s use of alternative products or services provided or offered to Customer by Dazos at no additional cost that perform in a substantially similar fashion as Subscriptions or Services at issue.

13.3 Procedure. A party’s obligations under this Section 13 shall be conditioned on the party seeking indemnification promptly notifying the indemnifying party of any such Claim and permitting it to assume full control over the defense and settlement of such Claim provided however that (a) the indemnifying party shall keep the other party informed of the progress of any resulting litigation or settlement activities, and (b) the indemnifying party shall not have any right, without the other party’s written consent (which shall not be unreasonably withheld), to settle any such Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the other party’s part, or requires any specific performance or non-pecuniary remedy by the other party.

13.4 IP Remedies. Should Subscriptions or Services provided under this Agreement become, or in Dazos’s opinion be likely to become, the subject of an infringement Claim subject to Section 13.2(a), Dazos may, at its sole discretion and expense, either (a) procure for Customer the right to exercise its rights under this Agreement, or (b) replace or modify the item to make it non-infringing, provided that the same functions are performed by the replaced or modified item, or, in the case of Services, re-perform the affected Services in a manner that is non-infringing, provided that Customer receives the material benefits of the affected Services. If Dazos determines in its sole discretion that (a) and (b) are not commercially reasonable, then (c) Dazos shall notify Customer in writing and as applicable, suspend or cancel the Subscription Term or Services under this Agreement, and provide Customer a pro-rata refund of those Fees received by Dazos based on the Subscription Term. The foregoing states the entire liability of Dazos and Customer’s exclusive remedy with respect to any infringement Claim.

14. Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, CUSTOMER’S PAYMENT OBLIGATIONS, AND ANY DAMAGES THAT MAY NOT BE LIMITED AS A MATTER OF LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS, SUPPLIERS, OFFICERS OR EMPLOYEES HAVE ANY LIABILITY TO THE OTHER (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR OTHER DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBSCRIPTIONS OR SERVICES PROVIDED BY DAZOS OR ITS AUTHORIZED REPRESENTATIVES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) FOR AN AMOUNT IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO DAZOS OR ITS AUTHORIZED REPRESENTATIVES UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR PERFORMANCE DELAYS NOR FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, EXCEPT FOR PAYMENT OBLIGATIONS.

15. General. This Agreement, including any linked terms set forth herein, together with all Orders constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the amendment or waiver is to be asserted. Unless specifically agreed otherwise in writing signed by both parties, any additional or pre-printed terms on a form submitted by or on behalf of Customer shall be void and of no effect. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect. All notices shall be in writing to each party’s address on the signature page of this Agreement (or as updated by a party in writing to the other) and effective upon receipt. With the exception of Dazos’s right to use subcontractors, neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws principles. Any legal action or proceeding relating to this Agreement will be instituted in a state or federal court in the State of Delaware. Dazos and Customer agree to submit to the jurisdiction of, and agree that venue is proper in these courts in any such action or proceeding.

Exhibit 1

Business Associate Addendum

This Business Associate Addendum (“BAA”) is entered into between Dazos, Inc. (“Dazos”) and the customer agreeing to the terms below ("Customer"), and supplements, amends and is incorporated into the Dazos Customer Agreement between Dazos and Customer (“Customer Agreement”). Together with the Customer Agreement, this BAA will govern each party’s respective obligations regarding Protected Health Information (defined below).

1. Definitions.

“Business Associate” has the definition given to it under HIPAA.

“Breach” has the definition given to it under HIPAA.

“Covered Entity” has the definition given to it under HIPAA.

“Covered Services” means the Dazos Subscriptions and Services.

“Designated Record Set” has the definition given to it under HIPAA.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the rules and the regulations thereunder, as amended.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act enacted in the United States Congress, which is Title XIII of the American Recovery & Reinvestment Act, and the regulations thereunder, as amended.

“Protected Health Information” or “PHI” has the definition given to it under HIPAA and for purposes of this BAA is limited to PHI within Customer Data to which Dazos has access through the Covered Services in connection with Customer’s permitted use of Covered Services.

“Required by Law” has the definition given to it under HIPAA.

“Security Incident” has the definition given to it under HIPAA.

2. Applicability. This BAA applies to the extent Customer is acting as a Covered Entity or a Business Associate to create, receive, maintain, or transmit PHI via a Covered Service and to the extent Dazos, as a result, is deemed under HIPAA to be acting as a Business Associate or Subcontractor of Customer. Customer acknowledges that any PHI that Customer creates, receives, maintains, or transmits outside of the Covered Services (including Customer’s use of its offline or on-premise storage tools or third-party applications).

3. Permitted Use and Disclosure of PHI. Except as otherwise stated in this BAA, Dazos may use and disclose PHI only (i) as permitted or required by the Customer Agreement and/or this BAA or (ii) as Required by Law. Dazos may use and disclose PHI for its proper management and administration and to carry out its legal responsibilities, provided that any disclosure of PHI for such purposes may only occur if (i) Required by Law; or (ii) Dazos obtains written assurances from the person to whom PHI will be disclosed that it will be held in confidence, used only for the purpose for which it was disclosed, and that Dazos will be notified of any Breach or Security Incident.

4. Customer Obligations. Customer will not request that Dazos or the Covered Services use or disclose PHI in any manner that would not be permissible under HIPAA if done by Customer (if Customer is a Covered Entity) or by the Covered Entity to which Customer is a Business Associate (unless expressly permitted under HIPAA for a Business Associate).

5. Appropriate Safeguards. Dazos and Customer will each use appropriate safeguards designed to prevent unauthorized use or disclosure of PHI, and as otherwise required under HIPAA, with respect to the Covered Services.

6. Reporting and Related Obligations. Dazos will promptly notify Customer of (i) any Security Incident of which Dazos becomes aware; and (ii) any Breach that Dazos discovers, provided that any notice for Breach will be made promptly and without unreasonable delay, and in no case later than 60 calendar days after discovery. Notifications made under this section will describe, to the extent possible, details of a Breach, including steps taken to mitigate the potential risks and steps Dazos recommends Customer take to address the Breach.

7. Subcontractors. Dazos will take appropriate measures to ensure that any subcontractors used by Dazos to perform its obligations under the Customer Agreement that require access to PHI on behalf of Dazos are bound by written obligations that provide the same material level of protection for PHI as this BAA. To the extent Dazos uses subcontractors in its performance of obligations hereunder, Dazos will remain responsible for their performance as if performed by Dazos.

8. Access and Amendment. Customer acknowledges and agrees that Customer is solely responsible for the form and content of PHI maintained by Customer within the Covered Services, including whether Customer maintains such PHI in a Designated Record Set within the Covered Services. Dazos will provide Customer with access to Customer’s PHI via the Covered Services so that Customer may fulfill its obligations under HIPAA with respect to Individuals’ rights of access and amendment, but will have no other obligations to Customer or any Individual with respect to the rights afforded to Individuals by HIPAA with respect to Designated Record Sets, including rights of access or amendment of PHI. Customer is responsible for managing its use of the Covered Services to appropriately respond to such individual requests.

9. Accounting of Disclosures. Dazos will document disclosures of PHI by Dazos and provide an accounting of such disclosures to Customer as and to the extent required of a Business Associate under HIPAA and in accordance with the requirements applicable to a Business Associate under HIPAA.

10. Access to Records. To the extent required by law, and subject to all applicable legal privileges, Dazos will make its internal practices, books, and records concerning the use and disclosure of PHI received from Customer, or created or received by Dazos on behalf of Customer, available to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for the purpose of the Secretary determining compliance with this BAA.

11. Expiration and Termination. This BAA will terminate on the earlier of (i) a permitted termination in accordance with this BAA, or (ii) the expiration or termination of all Customer Agreement. If either party materially breaches this BAA, the non-breaching party may terminate this BAA on 30 days’ written notice to the breaching party unless the breach is cured within the 30-day period. If a cure is not reasonably possible, the non-breaching party may immediately terminate this BAA, or if neither termination nor cure is reasonably possible, the non-breaching party may report the violation to the Secretary, subject to all applicable legal privileges. If this BAA is terminated earlier than the Customer Agreement, Customer may continue to use the Services in accordance with the Customer Agreement, but must delete any PHI it maintains in the Covered Services and cease to further create, receive, maintain, or transmit such PHI to Dazos.

12. Return/Destruction of Information. On termination of the Customer Agreement, Dazos will return or destroy all PHI received from Customer, or created or received by Dazos on behalf of Customer; provided, however, that if such return or destruction is not feasible, Dazos will extend the protections of this BAA to the PHI not returned or destroyed and limit further uses and disclosures to those purposes that make the return or destruction of the PHI infeasible.

13. Miscellaneous. Any sections which, by their nature, should survive, will survive termination of this BAA. To the extent this BAA conflicts with the remainder of the Customer Agreement, this BAA will govern. Except as expressly modified or amended under this BAA, the terms of the Customer Agreement remain in full force and effect.