Master Purchase Agreement

This Master Purchase Agreement (“Agreement”) is entered into as of the execution date of the Order Summary (“Order Form”) by and between Psych Hub, LLC (“Psych Hub”) with its principal place of business at 501 Union Street, Suite 545, PMB 359238, Nashville, TN 37219-1876 and the customer identified in the applicable Order Form, which shall be referred to herein as “Purchaser”. Purchaser and Psych Hub are each referred to as a “Party” and together as the “Parties” in this Agreement. 

Psych Hub offers programs, training, certifications, products, and other educational services and Content designed for the mental health space (collectively, the “Services”) through Psych Hub’s Site (defined below). "Content" for the purposes of this Agreement shall mean all forms of material provided by Psych Hub, including but not limited to courses, videos, podcasts, guides, and any other resources made available through the Services.

This Agreement incorporates by reference all valid Order Forms entered between the Parties and the Terms of Service psychhub.com/terms-of-service, the Privacy Policy psychhub.com/privacy-policy found on the Psych Hub website (the “Site”) located at www.psychhub.com. Psych Hub reserves the right, at its sole discretion, to change, modify, add to, remove from, or amend this Agreement (the “Changes”) as needed to protect Psych Hub’s Services and intellectual property rights, and Purchaser’s continued use of the Services following Psych Hub’s notice of the Changes shall constitute Purchaser’s acceptance of such. Any other Changes to this Agreement shall be implemented by a written agreement signed by both Parties. This Agreement represents the entire Agreement between the parties and supersedes any and all prior and contemporaneous oral and written communications between the Parties.


Terms and Conditions

  1. Definitions. All capitalized terms used in this Agreement and defined herein will have the meanings provided herein. All other terms used in the Agreement will have their plain English meaning as commonly understood and interpreted in the United States. 
  2. Order Form. Purchaser may enter into multiple orders for additional Services utilizing separate Order Forms. This Agreement applies to all Order Forms. Purchaser will have no rights to access or use Services unless an applicable Order Form has been executed by the Parties and remains in effect for Purchaser’s license to use and/or access one or more specific Services. To the extent there is any conflict between the Agreement and this Order Form, the Order Form shall control.
  3. Term. The term of this Agreement will begin on the Order Form effective date included in the first Order Form the Parties entered into for a specific Service (the “Effective Date”) and will continue until the expiration or termination of all Order Forms or this Agreement is otherwise terminated in accordance with the terms herein (“Term”). Each Order Form will automatically renew at the end of its respective term unless Purchaser provides written notice to Psych Hub to cancel such Order Form no later than sixty (60) days prior to the expiration of such Order Form. 
  4. License. Subject to any additional limitations set forth in any Order Form and Purchaser’s compliance with the terms and conditions of this Agreement, including Purchaser’s payment of applicable fees, Psych Hub hereby grants to Purchaser a limited, revocable, non-exclusive, non-transferable license for Purchaser’s Users (defined below) to access, use, and, where offered by Psych Hub on the Site, download the Services for Purchaser’s internal business purposes through the Site that are specified in an Order Form for as long as Purchaser has an account in good standing and the corresponding Order Form(s) remain in effect (the “License”). For the avoidance of doubt, unless otherwise explicitly agreed by Psych Hub in writing, the License does not grant Purchaser or any User the ability to use any of the Services for any external business purposes, including, without limitation, incorporating any Services, in whole or in part, in any product or service offerings of Purchaser, whether or not Purchaser charges any fee for such product or service offerings. 
  5. Access and Accounts. Purchaser may access the Services solely through the accounts established for Purchaser (each, an “Account”). Where required by Psych Hub, Purchaser must establish user Account identifications and passwords (“Account ID”) through which the Services will be accessed by Purchaser’s users (“Users”). Purchaser will ensure that all information about each User provided to Psych Hub in connection with establishing each Account ID is accurate and complete, and will maintain that information as accurate and complete throughout the Term. Users may only access and use the Services for which Purchaser has purchased a subscription under this Agreement. Purchaser will ensure the security and confidentiality of each Account ID and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. Purchaser will notify Psych Hub promptly of any such unauthorized access or use of the Services or if any Account ID is lost, stolen, or otherwise compromised. Purchaser is and will remain fully responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through Purchaser’s Accounts or by any User, and that any use of Purchaser’s Account(s) will be deemed to have been completed by Purchaser. In no event will Psych Hub be liable for the foregoing obligations or any failure by Purchaser to fulfill such obligations.
  6. Technology Restrictions. Purchaser acknowledges that the Services as well as the databases, software, Content, hardware, and other technology, and networks used by or on behalf of Psych Hub and its third-party providers to operate and/or provide the Services, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable intellectual property of Psych Hub and its third-party providers. Without limiting the other obligations of Purchaser under this Agreement, and as a condition to the rights granted herein, including, without limitation, the License, Purchaser will not, and will not permit any User or other third-party to: (a) use, access, or attempt to access or use the Technology or any portion thereof except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any rights to access or use the Technology or otherwise make the Technology available to any third-party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) use the Technology to transmit, distribute, redirect, or store material that, as reasonably determined by Psych Hub, is unlawful, inappropriate, obscene, defamatory, libelous, threatening, abusive, hateful or which contains or incites violence; or (i) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology.
  7. Psych Hub Product Offerings and Acceptable UseIn addition to any other obligations, rights, and restrictions set forth elsewhere in the Agreement, the following provisions shall apply with respect to Purchaser’s, and its Users’, use of the Services:
    1. Professional Training Module (formerly “the Hub” or “Mental Health Practitioner Hub”). The following terms apply if Purchaser purchases a License to Psych Hub’s Professional Training Module and the Services contained therein (the “Professional Training Module”):
      1. The Professional Training Module is only accessible to unique Users with purchased Account IDs;
      2. For each course, a given Account ID may only be used one time per contract year to complete a course and pass a certification exam; and
      3. For the Mental Health Ally course specifically, each Account ID may be used by only one user and may not be transferred to additional users.
    2. Client and Patient Resources Module (formerly “Mental Health Library”). The following terms apply if Purchaser purchases a License to Psych Hub’s Client and Patient Resources Module and the Services contained therein (the “Client and Patient Resources Module”):
      1. Purchaser may share Client and Patient Resources Module Content in compliance with this Agreement by:
        1. Distributing links to Content directly to patients, clients, and individuals who support such patients and clients;
        2. Utilizing email or text message campaigns to display Content to Purchaser’s organizational opt-in email or text message registry;
        3. Displaying Content in Purchaser’s virtual or in-person waiting rooms;
        4. Sharing Content directly with Purchaser’s employees, contractors, and volunteers;
        5. Posting up to two (2) Content items per month on Purchaser social media accounts, including, but not limited to, Facebook, X (formerly known as Twitter), Instagram, and TikTok; and
        6. Posting Content in a password-protected or otherwise access-restricted section of Purchaser’s website or application.
      2. The following Purchaser actions related to the Client and Patient Resources Module and its included Content are expressly prohibited by this Agreement, whether Purchaser charges any fee for such actions or not:
        1. Posting Content or links to Content on open, publicly accessible websites or applications;
        2. Using or sharing Content on third-party websites or applications (with the exception of limited social media posts described in Section 7(b)(i.E), above);
        3. Distributing Content through broadcast emails that are not disseminated via Purchaser’s organizational opt-in email or text message registry;
        4. Incorporating or repurposing Content into any derivative works; and
        5. Reselling Content as part of another product or on a standalone basis.
    3. Failure to adhere to this Section 7 may result in the suspension or termination of Purchaser’s account pursuant to Section 13 (Termination for Cause) and Section 14 (Suspension), below. 
  8. Outside Content. Purchaser acknowledges that, given the nature of the Services, it may be possible for Users to use the Services to access third-party digital content that is provided by a third-party and not Psych Hub (such content, “Outside Content”). COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES ARISING FROM OUTSIDE CONTENT ACCESSED OR USED BY USERS VIA THE SERVICES.
  9. Availability of Services.  Psych Hub uses commercially reasonable efforts to provide the Services so that Purchaser’s use of the Services will be available to Purchaser at least 99% of the time in each calendar month during the Term of this Agreement, excluding down time due to: (a) Purchaser equipment malfunctions; (b) periodic maintenance procedures or repairs which Psych Hub may undertake from time to time; (c) malfunctions and other failures relating to the services of third parties affecting the Services or Purchaser Data; or (d) causes beyond the control of Psych Hub, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks and network congestion, and other failures.
  10. Fees. Purchaser shall pay Psych Hub all amounts specified in each Order Form (“Fees”). 
  11. Payment. All Fees will be invoiced in advance in accordance with the terms of the applicable Order Form. If no payment terms are set forth in the applicable Order Form, such Fees will be invoiced on the Order Form effective date and thereafter on an annual basis thirty (30) days prior to the anniversary of the Order Form effective date. All Fees set forth in an invoice issued by Psych Hub will be due and payable by Purchaser in immediately available U.S. Dollars within thirty (30) days of the date of invoice. If Purchaser has not made payment within thirty (30) days of the date of invoice (if any), Purchaser shall be deemed to be in material breach of this Agreement. If Purchaser has specified in Purchaser’s Account that Fees shall be paid by direct withdrawal or deposit from a credit card, debit card, ACH, wire transfer, mobile services account, or other payment method linked to Purchaser’s Account, Purchaser grants Psych Hub the right to charge the payment method provided to Psych Hub for all Fees incurred under this Agreement and Psych Hub shall be under no obligation to issue an invoice for such Fees. If Purchaser wishes to change its payment method, Purchaser can do so by notifying Psych Hub in writing. All Fees will be non-refundable once paid to Psych Hub (including, without limitation, upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 2% per month or the maximum amount permitted under applicable law. Failure of Purchaser to fully pay any Fees when due shall be deemed a material breach and entitle Psych Hub to immediately suspend Purchaser’s and its Users’ access to and use of the Services and/or, in Psych Hub’s discretion, to terminate this Agreement. Any such suspension or termination does not relieve Purchaser from paying all amounts due under this Agreement for the remainder of the terms of the Order Form(s) still in effect. 
  12. Taxes. The Fees do not include any sales, use, or other taxes, levies, or duties (collectively, “Taxes”). Purchaser is responsible for paying all Taxes that may be imposed by way of the performance of either Party under this Agreement, excluding only Taxes based on Psych Hub’s net income.
  13. Termination for Cause. Either Party may terminate this Agreement or any Order Form immediately upon written notice to the other Party if the other Party: (a) is in material breach of this Agreement or any Order Form and fails to remedy such breach within thirty (30) days following the breaching Party’s receipt of notice of such breach; or (b) materially breaches this Agreement in a manner that cannot be cured. Psych Hub may immediately terminate this Agreement upon written notice to Purchaser if Purchaser: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Any termination of this Agreement will terminate all Order Forms under this Agreement. Any termination of an Order Form will relate only to that Order Form (unless otherwise specified in the notice of termination).
  14. Suspension. Without limiting Psych Hub’s right to terminate this Agreement, in whole or in part, Psych Hub may immediately suspend Purchaser’s and Purchaser Users’ access to the Services, in whole or in part, if Psych Hub reasonably believes Purchaser’s or any User’s use of the Services may be in violation of this Agreement or applicable law, rule, or regulation, or that the continued access to or use of the Services by Purchaser may present a security risk, or otherwise place Psych Hub, the Services or any other Psych Hub customer, or any third-party at risk of harm, loss, or liability.
  15. Effect of Termination. Upon termination or expiration of this Agreement or any Order Form for any reason: (a) Psych Hub will immediately cease providing access to all Services agreed under the Order Form; (b) all rights granted under this Agreement or applicable Order Form, including, without limitation, the License, will immediately terminate; (c) Purchaser and its Users must immediately cease all use of Services; (d) all Fees and other amounts then owed by Purchaser under this Agreement will become immediately due and payable to Psych Hub; and (e) Purchaser and all of Purchaser’s Users must immediately and permanently delete any downloaded Services and any components thereof. At Psych Hub’s request, an officer of Purchaser will certify in writing that it has fully complied with its obligations under this Section. The following Sections will survive termination or expiration of this Agreement for any reason: including Fees and Payment, Effect of Termination, Ownership, Disclaimer, Indemnification, Limitation on Liability, Confidentiality, Equitable Relief, Disputes, Governing Law and Venue, Force Majeure, Notice, and Additional Terms, and any other terms which by their nature should survive termination.
  16. Feedback. If Purchaser or any User provides Psych Hub with any feedback or suggestions regarding the Technology (“Feedback”), Purchaser or User, as applicable, hereby assigns to Psych Hub all rights in such Feedback and agree that Psych Hub shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate and without compensation to Purchaser or User. Psych Hub will treat any Feedback Purchaser or User provides to Psych Hub as non-confidential and non-proprietary. Purchaser agrees that it will not submit to Psych Hub any information or ideas that it considers to be confidential or proprietary.
  17. Data Ownership. Psych Hub retains all right, title, and interest in and to the Technology, all additions, improvements, updates, versions, or other modifications thereto, and all IPR (as defined below) therein or related thereto. Purchaser does not receive any ownership interest in or to any of the Technology. Psych Hub grants the limited use License to Purchaser for the express use of the Services identified in the applicable Order Form(s). All names and logos associated with the Services are trademarks of Psych Hub (or its third-party providers) and no right or license is granted to Purchaser to use them. Any rights not expressly granted to Purchaser hereunder are reserved by Psych Hub and Psych Hub’s third-party licensors. For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
  18. Purchaser Data. Purchaser represents and warrants that it possesses and will actively maintain all authorizations, approvals, permissions, consents, and other rights necessary for Psych Hub to use and process all data input into the Services by or on behalf of Purchaser and/or Purchaser’s Users or otherwise provided to Psych Hub by or on behalf of Purchaser and/or Purchaser’s Users (collectively, “Purchaser Data”) in the performance of the Services and any other obligations of Psych Hub under this Agreement. Purchaser grants Psych Hub a fully paid up, royalty-free, worldwide, sublicensable, transferrable, license to use, host, store, reproduce, modify, create derivative works (including, without limitation, those resulting from translations, adaptations or other changes Psych Hub makes so that the Purchaser Data can be used within the Services), communicate, publish, publicly perform, publicly display and distribute such Purchaser Data. The rights Purchaser grants in this license are for the limited purpose of operating, promoting, and improving the Services, developing new and improving current services, features, and capabilities, and performing other actions permitted by the Agreement. This Purchase Data License will remain in effect even if Purchaser ceases to use the Services.
  19. Information Regarding Use of the Services. Psych Hub has the authority and may capture, analyze, use, and disclose data and information related to (a) Purchaser and its Users, (b) Purchaser’s and Purchaser’s Users’ use of the Services, and (c) Psych Hub’s performance of the Services (collectively, the “Psych Hub Data”). All Psych Hub Data provided to Psych Hub or generated by Purchaser and/or Purchaser’s Users will be owned by Psych Hub and may be used by Psych Hub or its permitted service providers, for any lawful business purpose. All Psych Hub Data is subject to Psych Hub’s Privacy Policy found at https://psychhub.com/privacy-policy. By using the Services, Purchaser and its Users consent to all actions taken by Psych Hub with respect to Purchaser’s and its Users’ information in compliance with the Privacy Policy.
  20. Data Security. Psych Hub will implement reasonable and appropriate technical and organizational measures in accordance with industry standards to ensure a level of security appropriate to the risk posed to the Purchaser Data. Where obligated by applicable law, Psych Hub will notify Purchaser in writing if Psych Hub becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, purchaser data (“Security Breach”). Each Party is solely responsible for complying with laws applicable to such Party with respect to any such Security Breach, including fulfilling any notification obligations related to such breach.
  21. REPRESENTATIONS; WARRANTIES; AND DISCLAIMER.
    1. General. Each Party represents, warrants, and covenants to the other Party that: (a) it has and will continue to have during the Term, all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; and (b) it will procure all rights, certificates, licenses, permits, or other approvals required for its performance under this Agreement.
    2. DISCLAIMER. PURCHASER ACKNOWLEDGES THAT SERVICES UNDER THIS AGREEMENT ARE PROVIDED BY COMPANY AND ITS THIRD-PARTY PROVIDERS STRICTLY “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE.” COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET PURCHASER OR ANY USER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR STATEMENTS GIVEN BY COMPANY, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE AND THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

      PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER PURCHASER NOR ITS USERS WILL RELY ON THE SERVICES AS MEDICAL OR PSYCHOLOGICAL ADVICE, TREATMENT, OR THERAPY AND THAT PURCHASER AND ITS USERS SHOULD ONLY OBTAIN MEDICAL OR PSYCHOLOGICAL ADVICE FROM A QUALIFIED DOCTOR OR THERAPIST.

  22. INDEMNIFICATION.
    1. By Purchaser. Purchaser will indemnify, defend, and hold harmless Psych Hub and its officers, directors, employees, and agents (collectively, “Psych Hub Indemnitees”) from and against any and all claims, demands, actions, proceedings or suits (“Claims”) brought against any Psych Hub Indemnitee and any related liabilities, losses, damages and expenses, costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out of, relating to, or resulting from: (a) use of or access to the Services or Services by Purchaser or any User, (b) Purchaser’s negligence or willful misconduct, (c) Purchaser’s material breach of any representation, warranty, covenant or obligation in this Agreement or any Exhibits hereto, or failure to comply with any applicable federal, state, or local laws, rules, and regulations and/or (d) Purchaser or any User’s infringement or alleged infringement of any IPR of any other person or entity.
    2. By Psych Hub. Psych Hub will indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, and agents (collectively, “Purchaser Indemnitees”) from and against any Claims brought against any Purchaser Indemnitee by a third-party, and any related Losses, that the use by Purchaser of any Services infringes or misappropriates the IPR of such third-party. If Purchaser is, or Psych Hub reasonably believes that Purchaser will become subject to any such third-party Claim, Psych Hub may at its option: (a) procure the right for Purchaser to continue using such Services; (b) replace or modify such Services so that it no longer infringes or misappropriates, or (c) terminate this Agreement and provide Purchaser a pro-rated refund of any prepaid unused Fees applicable to such Services (if any). Psych Hub’s obligations under this Section will not apply to any Claim arising from: (i) other services or technology not provided by Psych Hub as part of Services; (ii) any modifications or changes to Services by or on behalf of Purchaser, whether or not in violation of this Agreement; (iii) Purchaser Data; and/or (iv) access to or use of any Services other than as permitted by this Agreement. THIS SECTION CONSTITUTES COMPANY’S SOLE AND EXCLUSIVE LIABILITY, AND PURCHASER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF IPR OR ANY OTHER RIGHTS RELATING TO THE Services.
    3. Conditions. Each Party’s indemnification obligations under this Agreement are conditioned upon the party seeking indemnification (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with: (a) prompt notice of any such claim for indemnification; (b) sole control over the defense and settlement of such claim, provided that any settlement that will require the Indemnified Party to assume any liability other than the payment of monies will be subject to the Indemnified Party’s prior written consent; and (c) reasonable assistance in such defense or settlement (at the Indemnifying Party’s expense). An Indemnified Party’s failure to promptly notify the Indemnifying Party of any Claim for indemnification will not relieve the Indemnifying Party of its obligations to indemnify except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced in its ability to defend such Claim as a result of such failure.
  23. LIMITATION ON LIABILITY. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY LIABILITY ARISING FROM A PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, FINES OR PENALTIES, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, DAMAGES ARISING FROM PURCHASER’S BREACH OF THE RESTRICTIONS SECTION, AND PURCHASER’S PAYMENT OBLIGATIONS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, EXCEED THE FEES PAID OR PAYABLE HEREUNDER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. PURCHASER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, COMPANY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  24. CONFIDENTIALITY
    1. Confidentiality Obligations. By virtue of this Agreement, each Party may have access to the Confidential Information of the other Party. For purposes of this Agreement, “Confidential Information” means any data or information regarding a Party’s business or affairs, including customer information, marketing information, financial information, data (including software code), business concepts, business strategy, processes, methods, Services, know-how, devices, formulas, product specifications, marketing methods, prices, and customer lists, and any other data or information received or otherwise obtained under this Agreement, whether in oral, written, or electronic form, that is either: (a) designated as confidential; (b) of a nature such that a reasonable person would recognize it as confidential; or (c) disclosed under circumstances such that a reasonable person would know to treat it as confidential. For the avoidance of doubt, all Services, Technology, and Psych Hub Content, regardless of the form, including all copies and extracts thereof, shall be the Confidential Information of Psych Hub. Each Party shall take all reasonable steps to ensure the confidentiality and security of the other Party’s Confidential Information in the same manner as such Party protects its own Confidential Information of a similar nature, and in no event with less than reasonable care. Subject to any use right herein that survives termination, each Party will return to the other Party, or destroy, all Confidential Information in such Party’s possession or control, and permanently erase all electronic copies of all Confidential Information promptly upon the written request of the disclosing Party or upon termination of this Agreement.
    2. Restrictions on Use and Disclosure. Neither Party shall use or disclose any Confidential Information of the other Party for any purpose other than exercising its rights and performing its obligations under this Agreement. Neither Party shall disclose any Confidential Information of the other Party to any third-party, except to the receiving Party’s employees, agents, or contractors (which may include advisors, accountants, and attorneys) who have a need to know such Confidential Information for purposes of this Agreement; provided that any employee, agent, or contractor is bound contractually or by a duty of confidentiality at least as protective of the Confidential Information as the terms of this Agreement (“Representatives”). Notwithstanding the foregoing, Confidential Information may be disclosed by a receiving Party to the limited extent required 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 before disclosing such information the receiving Party, to the extent lawfully permitted, must provide the disclosing Party with sufficient advance notice of the agency’s request for the information to enable the disclosing Party to exercise any rights it may have to challenge or limit the request for such Confidential Information.
    3. Exceptions. Notwithstanding anything to the contrary in the Agreement, the restrictions on use and disclosure of Confidential Information set forth in this “Confidentiality” section shall not apply to (a) the extent that such Confidential Information: (i) was rightfully known to the receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the receiving Party in connection with this Agreement, as shown by the receiving Party’s written records; (ii) was or becomes generally known by or available to the public other than by the receiving Party’s, or any of its Representatives’, noncompliance with this Agreement; (iii) was or is received by the receiving Party on a non-confidential basis from a third party that, to the receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the receiving Party without reference to, use of, or benefit from any Confidential Information, as shown by the receiving Party’s written records; or (b) Psych Hub’s use or disclosure of Purchaser’s Confidential Information in compliance with the Privacy Policy.
  25. EQUITABLE RELIEF. Purchaser acknowledges and agrees that due to the unique nature of the Services, related Technology and Confidential Information, a breach or threatened breach of its obligations under this Agreement would allow Purchaser or third parties to unfairly compete with Psych Hub, resulting in irreparable harm to Psych Hub for which there can be no adequate remedy at law. Accordingly, Purchaser agrees that in the event of such breach or threatened breach of this Agreement, Psych Hub will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
  26. DISPUTES. Except as otherwise provided below, the Parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the Parties within five (5) days of notice from one Party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either Party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the Parties. If the Parties cannot agree on the appointment of a single arbitrator within thirty (30) days (the “Initial Period”) after either Party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site in Nashville, Tennessee U.S.A. The award of the arbitrator will be the exclusive remedy of the Parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing Party in any such arbitration by the non-prevailing Party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the Party that resists its enforcement.
  27. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, any disputes arising out of or related to this Agreement, will be governed by the laws of the State of Delaware U.S.A. without regard to its choice of law principles. To the extent the preceding Arbitration Section is held invalid, all disputes or actions rising from or relating to this Agreement shall be submitted exclusively to the jurisdiction of the state and federal courts located in Nashville, Tennessee, U.S.A., and the Parties hereby irrevocably submit to the personal jurisdiction of such courts.
  28. FORCE MAJEURE. Neither Party will be held responsible for failure or delay in the performance of any obligation under this Agreement, with the exception of the obligation to pay Fees, if such failure or delay is due to acts of God, war, pandemic, epidemic, government action, terrorism, strikes, boycotts, labor disputes, fire or other loss of facilities, accident or any other cause beyond its control (each, a “Force Majeure”). If the performance of any obligation under this Agreement by either Party is prevented, restricted or interfered with by reason of a Force Majeure event, the Party whose performance is so affected, upon giving prompt notice to the other Party, will be excused from such performance to the extent of such Force Majeure event, provided that the Party so affected will take all reasonable steps to avoid or remove such causes of nonperformance and will continue performance hereunder with dispatch whenever such causes are removed.
  29. NOTICE. All notices, reports, consents, authorizations, and approvals to be given by a Party under this Agreement will be in writing and will either be via: (1) hand-delivery; (2) reputable overnight mail service; (3) email; or (4) certified mail, return receipt requested, to the other Party at its respective address, which for Psych Hub shall be the address set forth above and for Purchaser, the address set forth on the most recent Order Form. All notices will be effective upon receipt (or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address for notice by giving notice of the new address to the other Party.
  30. ADDITIONAL TERMS.  If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision will be removed or replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent possible under applicable law, and the remaining provisions will remain in full force and effect. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” Except as provided for in this Agreement, no term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. All waivers under this Agreement must be in writing and signed by an authorized representative of the waiving Party. Any waiver or failure to exercise any right under this Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion. The preprinted terms of a Purchaser purchase order or any other similar document will not apply to or modify this Agreement.

    The Parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the Parties. Neither Party is an agent of the other nor is neither Party authorized to make any representation, contract, or commitment on behalf of the other Party. In the event of any litigation, arbitration, or other proceeding between the Parties relating to this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals, and other relief to which that Party may be entitled. Purchaser hereby grants Psych Hub permission to use Purchaser’s name or logo for public press releases and customer stories. Psych Hub provides the Services, including related software and technology, for federal government end use as a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are provided to the Purchaser with only those restricted rights as provided under the terms and conditions of this Agreement. If a government agency has a need for rights not conveyed under this Agreement, it must negotiate with Psych Hub to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.