CUSTOMER LICENSE AGREEMENT

PLEASE REVIEW THIS CUSTOMER LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “CUSTOMER”) AND MEDPHOTO MANAGER, LLC (“MEDPHOTO MANAGER”).  THE DOWNLOADING, INSTALLING, OPERATING, AND/OR USING (AS APPLICABLE) OF THE DEVICE APPLICATION (AS DEFINED BELOW) AND ACCESS TO AND USE OF THE MEDPHOTO PLATFORM (AS DEFINED BELOW) ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN.  YOU MAY NOT DOWNLOAD, INSTALL, OPERATE, AND/OR USE THE DEVICE APPLICATION OR ACCESS AND USE THE MEDPHOTO PLATFORM UNLESS YOU CHECK THE BOX ON THE SIGN UP FORM INDICATING YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN AND CLICK ON THE “SUBMIT” BUTTON.  THE DATE ON WHICH YOU CLICK ON THE “SUBMIT” BUTTON AND ACCEPT THIS AGREEMENT IS THE “EFFECTIVE DATE.”  EACH OF MEDPHOTO MANAGER AND CUSTOMER MAY BE REFERRED TO HEREIN AS, A “PARTY,” AND COLLECTIVELY AS, THE “PARTIES.”

  1. Definitions.
  1. Device Application” means the component of the MedPhoto Software that is downloaded and installed on an End User’s smartphone, tablet, or other mobile computing device.
  1. Documentation” means the specifications, user guides, and manuals that may be provided by MedPhoto Manager in connection with the MedPhoto Software.
  1. End User” means each of Customer’s employees, partners, members, owners, independent contractors, and other third parties whom Customer authorizes to download, install, run, and use the Device Application or to access and use the MedPhoto Platform.
  1. MedPhoto Platform” means the online platform and related services accessible on and through the Site and/or the Device Application that are hosted and maintained by MedPhoto Manager, including the component of the MedPhoto Software embedded in the Site.
  1. MedPhoto Software means any and all proprietary software developed, owned, or controlled by MedPhoto Manager that is provided to or accessible by Customer under this Agreement, including, but not limited to, the Device Application, the software embedded in the Site, and any patches, bug fixes, updates, enhancements, upgrades, new releases, or versions of any of the foregoing, and any portion or component thereof.
  1. Site” means medphotomanager.com and any and all associated pages, tabs, landing pages, forms, or sub-pages.
  1. Territory” means the entire world, excluding countries that are the subject of embargoes or sanctions by the United States, or with respect to which trade is otherwise prohibited by any instrumentality of the United States.
  1. License and Right of Use Grants.
  1. Subject to the terms and conditions set forth in this Agreement, MedPhoto Manager hereby grants to Customer: (i) a non-exclusive, nontransferable, non-sublicensable, Territory-wide, limited license to download, install, run, and use (and permit its End Users to download, install, run, and use) the Device Application, in object code form only, on a per provider / per clinic basis as set forth in a purchase order accepted by MedPhoto Manager, as may be updated from time to time by the mutual agreement of the Parties (each such accepted order, as updated, the “Purchase Order”); and (ii) the non-exclusive, non-transferable, non-sublicensable, limited rights to access and use (and permit its End Users to access and use) the MedPhoto Platform for its intended purposes. Customer agrees its purchase of the foregoing license and rights is neither contingent upon the delivery of any future functionality or features, or on the delivery of any other services, nor is it dependent upon any oral or written comments made by, or on behalf of, MedPhoto Manager regarding future functionality or features. 
  1. In order to use the Device Application and the MedPhoto Platform: (i) Customer must register an account which Customer will use to monitor, manage, and administer the use of the Device Application and the MedPhoto Platform by its End Users; and (ii) End Users must register an associated account. Access to such accounts by Customer and its End Users will be restricted through the use of unique passwords and user names (together, the “Passwords”).  Customer agrees to maintain the Passwords in strict confidence and not to provide the Passwords to any third party.  Customer agrees to notify MedPhoto Manager promptly if there is a loss or compromise of any Passwords and Customer will be responsible solely for all actions, damages, liabilities, and losses incurred as a result of such loss or compromise.  Until MedPhoto Manager has actual notice of such loss or compromise or unauthorized use, MedPhoto Manager will consider all account activity to be authorized by Customer. 
  1. Customer agrees that, at all times, each End User’s use of the Device Application and access to and use of the MedPhoto Platform is subject to such End User’s compliance with this Agreement and any terms of use posted on the Site. Customer is and will remain liable for any breach by an End User of the terms and conditions of this Agreement or any terms of use posted on the Site.  In the event of an End User’s actual, threatened, or suspected breach of any such term or condition, MedPhoto Manager may suspend or terminate such End User’s use of the Device Application and access to the MedPhoto Platform, or suspend Customer’s use of the Device Application and access to the MedPhoto Platform, without penalty or liability to Customer or its End Users, until such breach is cured to MedPhoto Manager’s satisfaction.
  1. If an End User’s relationship with Customer terminates for any reason and, as a result of such termination, such End User is no longer permitted by Customer to use the Device Application or access the MedPhoto Platform (i.e., is no longer considered an “End User” hereunder), Customer solely is responsible for notifying MedPhoto Manager of such termination and for ensuring such End User does not use the Device Application or the MedPhoto Platform after the date of such termination. Until MedPhoto Manager has actual notice of such termination, MedPhoto Manager will consider all account activity by such End User to be authorized by Customer and will have no liability therefor.
  1. Customer Obligations.
  1. Customer has sole responsibility for acquiring and maintaining its own technical environment, including, but not limited to, mobile computing devices and other hardware, which must satisfy the minimum system requirements set forth in the Documentation.
  1. Customer agrees to install, utilize, test, and evaluate promptly those updates that are reasonably necessary for the functioning of the MedPhoto Software that may be provided by MedPhoto Manager from time to time.
  1. Restrictions on Use. Except as expressly permitted pursuant to this Agreement, without MedPhoto Manager’s prior written consent, Customer agrees it and its End Users will not, directly or indirectly: (a) sublicense, rent, lease, sell, loan, transfer, distribute, translate, reverse engineer, decompile, or disassemble, or otherwise obtain or attempt to create, derive, or obtain the source code of, the MedPhoto Software; (b) modify, enhance, or otherwise change the MedPhoto Software, or prepare derivative works based on the MedPhoto Software; (c) copy or otherwise reproduce the MedPhoto Software or any materials provided in connection therewith; (d) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the MedPhoto Software; (e) circumvent or attempt to circumvent any methods employed by MedPhoto Manager to control access to the components, features, or functions of the Device Application or the MedPhoto Platform, or to prevent unauthorized use thereof; (f) use the MedPhoto Software in any commercially hosted or service bureau environment; (g) use or design cheats, exploits, automation software, bots, hacks, mods, or any unauthorized third party software designed to modify or interfere with the MedPhoto Software; (h) attempt to gain unauthorized access to MedPhoto Manager’s computers, servers, or networks; (i) use the Device Application or the MedPhoto Platform in furtherance of any illegal or unlawful purpose; (j) use the Device Application or the MedPhoto Platform after any termination of the license and rights granted in Section 2 above; (k) use the MedPhoto Software to perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded by, or downloaded by MedPhoto Manager or other users any software viruses, worms, Trojan horses, time bombs, trap doors, or any other computer code, files, or programs or repetitive requests for information designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the MedPhoto Software; (l) use the Device Application or the MedPhoto Platform to send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; or (m) use any robot, spider, scraper, or other automated means to access the Device Application or the MedPhoto Platform and/or collect content for any purpose.  Customer agrees that at any time during normal business hours and upon reasonable written notice, MedPhoto Manager may audit Customer’s use of  the Device Application or the MedPhoto Platform and its books and records for the purpose of verifying Customer’s compliance with the terms and conditions set forth in this Agreement.
  1. User Content. Customer acknowledges and understands MedPhoto Manager does not own or control the information, data, or other materials about Customer and its patients that are stored, posted, presented, displayed, or published on, or transmitted or otherwise distributed with the MedPhoto Software (the “User Content”).  Customer solely is responsible for the User Content, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof, and all consequences of use of the User Content with the MedPhoto Software.  Customer acknowledges MedPhoto Manager does not and will not verify, endorse, review, monitor, manage, or screen the User Content for compliance with this Agreement or applicable laws, and MedPhoto Manager will have no obligation to do so. 
  1. Term and Termination.
  1. The term of this Agreement will commence on the Effective Date and will continue in full force and effect until terminated as provided herein (the “Term”).
  1. At any time, a Party may terminate this Agreement by providing the non-terminating Party with at least thirty (30) days’ prior written notice of its intention to terminate. A Party may terminate this Agreement with immediate effect in the event that: (i) the other Party fails to cure a material breach of any term or condition, or of any of its representations or warranties set forth herein, within seven (7) days after such other Party’s receipt of written notice thereof; or (ii) in the event the other Party files a petition in bankruptcy or for reorganization or a third party files a petition in bankruptcy or for reorganization against such other Party, which is not dismissed within sixty (60) days, or in the event of an assignment by such other Party for the benefit of its creditors, or the appointment of a receiver, trustee, liquidator, or custodian for all or a substantial part of such other Party’s assets.  Further, MedPhoto Manager may terminate this Agreement with immediate effect upon written notice to Customer if Customer breaches Section 7(a) below or if MedPhoto Manager reasonably determines that the continued performance of its obligations under this Agreement would cause it to violate any law or regulation applicable to it, or would place it at material risk of suffering any sanction, penalty, or liability.  Customer’s termination notice must be emailed to MedPhoto Manager at: support@medphotomanager.com. 
  1. Upon any termination of this Agreement, all licenses and rights of use granted to Customer hereunder automatically will terminate and Customer agrees to immediately: (i) delete all copies of the Device Application from mobile computing devices of Customer and its End Users; (ii) return or destroy, as instructed by MedPhoto Manager, any copies of the MedPhoto Software and the Documentation, including any copies of computer programs on magnetic media and any written materials; and (iii) return or destroy, as instructed by MedPhoto Manager, all Confidential Information (as defined below) of MedPhoto Manager and all tangible manifestations thereof. The termination of this Agreement for any reason does not release either Party from any liability which, at the time thereof, has already accrued to such Party, or which is attributable to a period prior to such expiration or termination; nor shall it preclude any Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.  The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability, will survive the termination of this Agreement.
  1. Payment Terms.
  1. In consideration of the rights granted to Customer under this Agreement, Customer agrees to pay to MedPhoto Manager the fees set forth in the Purchase Order or, if not provided therein, the fees indicated on the landing page through which Customer establishes its account. MedPhoto Manager reserves the right to change the fees and to institute new charges and fees upon sixty (60) days’ prior notice to Customer (which may be sent by email).  All fees must be paid in U.S. dollars and are exclusive of taxes.  All taxes are payable by Customer.  Applicable taxes will be billed as a separate item where practicable.
  1. Unless otherwise agreed by the Parties in writing, fees will be due and payable at the period(s) specified in the Purchase Order or, if not provided therein, as indicated on the landing page through which Customer establishes its account. If Customer provides MedPhoto Manager with a credit card number for payment, Customer hereby acknowledges and agrees MedPhoto Manager may automatically bill Customer for all fees if and as they become due pursuant hereto. Customer agrees to keep billing information current (e.g., a change in billing address, credit card number, or expiration date).  Any fees not paid by Customer within thirty (30) days after the date on which payment is due will bear interest at the lesser of one and one half percent (1.5%) per month of amounts then due or the highest contract rate allowed by law, from the date first due until paid in full.  Further, MedPhoto Manager may suspend use of the Device Application and access to the MedPhoto Platform if any fees are not paid within thirty (30) after the date on which payment is due, without penalty or liability to  MedPhoto Manager.  In addition, for amounts unpaid and outstanding for more than sixty (60) days after the date on which payment is due, Customer will be responsible for, and agrees to pay, reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
  1. Proprietary Rights. As between MedPhoto Manager and Customer, MedPhoto Manager is and will remain the sole and exclusive owner of all right, title, and interest in and to the MedPhoto Software, all trademarks, services marks, and logos associated therewith, and all information, materials, and other content available on the Site (including its “look and feel”).  Except for the license granted herein, no right, title, or interest in or to the intellectual property rights associated with the MedPhoto Software is granted by MedPhoto Manager to Customer, whether by implication, estoppel, or otherwise.  Customer will not take any actions inconsistent with MedPhoto Manager’s ownership of its rights in and to the MedPhoto Software or the intellectual property rights associated therewith.  MedPhoto Manager reserves all rights in the MedPhoto Software not explicitly granted herein. Customer agrees that any improvement, enhancement, or modification relating in any way to the MedPhoto Software is owned by MedPhoto Manager without any further consideration, regardless of which Party conceives of or develops such improvement, enhancement, or modification, and is considered MedPhoto Manager’s Confidential Information.
  1. Confidentiality. During the Term and for a period of three (3) years thereafter, each of  MedPhoto Manager and Customer (in such capacity, the “Receiving Party”) will hold as confidential, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties the Confidential Information of the other Party (in such capacity, the “Disclosing Party”).  Each Receiving Party agrees to limit disclosures of the Receiving Party’s Confidential Information only to those of its employees and outside professional advisors whom have a need to know and whom are subject to written confidentiality and non-disclosure agreements with such Receiving Party which protect the confidentiality of third party information pursuant to terms, conditions, and restrictions no less restrictive than those terms, conditions and restrictions set forth herein (unless subject to a duty of confidentiality by virtue of a professional or ethical code or regulation governing professional conduct, violations of which are punishable by a governmental or trade authority).  Further, each Receiving Party agrees to advise such persons of such Receiving Party’s obligations under this Agreement, to exercise commercially reasonable efforts to cause all such third parties to abide by the terms of this Agreement, and to remain liable to the Disclosing Party for any unauthorized use, disclosure or dissemination of such information by any such third party.  For purposes hereof, “Confidential Information” means any confidential or proprietary information disclosed, made available, or otherwise provided by or on behalf of the Disclosing Party to the Receiving Party that is labeled as “confidential” or with like marking or that reasonably should be known by the Receiving Party to be confidential or proprietary to the Disclosing Party in light of the nature of the information disclosed or the circumstances of disclosure.  Confidential Information will not include information that: (a) was publicly available at the time of disclosure, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to receipt of the same hereunder, as evidenced by the Receiving Party’s prior written records; (c) was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information or to have violated any applicable law; (d) can be proven by competent written evidence to have been independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; or (e) is approved in writing for release by the Disclosing Party.  If a Party is required by a legal order or other requirement of a court, administrative agency, or other governmental body, to disclose the other Party’s Confidential Information, it may comply with such requirement provided that, in such event, such Party provides the other Party with prompt written notice of such required disclosure, to the extent permitted under applicable law, and reasonable assistance in obtaining an appropriate injunction or protective order.
  1. Representations and Warranties.  Customer represents and warrants to MedPhoto Manager that: (a) if Customer is an entity, it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly executed by its authorized representative and is legally binding upon it and enforceable in accordance with its terms; and (d) its use of the MedPhoto Software is and will at all times be in accordance with all applicable laws, rules, and regulations.
  1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MEDPHOTO MANAGER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING USE OF OR RELIANCE ON THE MEDPHOTO SOFTWARE AND THE MEDPHOTO SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.”  EXCEPT AS EXPRESSLY SET FORTH HEREIN,  MEDPHOTO MANAGER DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE OR USE; AND (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.   MEDPHOTO MANAGER DOES NOT WARRANT THE MEDPHOTO SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS NOR DOES IT GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE MEDPHOTO SOFTWARE.

MEDPHOTO MANAGER DOES NOT WARRANT THAT OPERATION OF OR USE OF THE MEDPHOTO SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE.  CUSTOMER ACKNOWLEDGES MEDPHOTO MANAGER DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET AND OTHER COMMUNICATIONS FACILITIES, AND THE MEDPHOTO SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, INCLUDING WITH RESPECT TO ANY VIRUS OR HARMFUL CODE RESULTING THEREFROM.  MEDPHOTO MANAGER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

CUSTOMER AGREES AND ACKNOWLEDGES THAT LOSS OF DATA AND RECORDS IS A RISK IN CONNECTION WITH THIS AGREEMENT AND, THEREFORE, AGREES TO CONFIGURE AND BACKUP ITS MOBILE COMPUTING DEVICES AND COMPUTER SYSTEMS TO PREVENT THE ACTIVITIES CONTEMPLATED HEREUNDER FROM CAUSING BUSINESS INTERRUPTION, LOSS OF CUSTOMER DATA, OR OTHER LOSS OR DAMAGE. 

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THE MEDPHOTO SOFTWARE RELIES UPON THIRD PARTY SOFTWARE FOR CERTAIN FUNCTIONS AND MEDPHOTO MANAGER MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTEE TO CUSTOMER THAT SUCH SOFTWARE WILL BE BUG OR ERROR FREE, ACCOMPLISH A SPECIFIED PURPOSE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL, OR METRIC AND MEDPHOTO MANAGER WILL NOT BE LIABLE FOR ANY FAILURE THEREOF TO CUSTOMER.

MEDPHOTO MANAGER DOES NOT WARRANT THE DOCUMENTATION WILL BE FREE OF OPERATIONAL, TECHNICAL, OR EDITORIAL ERRORS AND/OR OMISSIONS. 

  1. Limitation of Liability. In no event will MedPhoto Manager be liable to Customer for any special, consequential, indirect, incidental, cover, lost profits, punitive, or exemplary damages (even if MedPhoto Manager has been advised in advance of the possibility of such damages), arising from the MedPhoto Software, this Agreement, or any related agreement, including, but not limited to, loss of revenue or anticipated profits, lost business, loss of data, or loss of use.  In no event will MedPhoto Manager’s total cumulative liability for claims, losses, or damages of any kind, whether based on contract, tort, negligence, indemnity or otherwise, arising out of or related to the MedPhoto Software, this Agreement, or any related agreement exceed the fees paid hereunder during the twelve (12)-month period ending on the date of the cause of action underlying such claim, loss, or damage.  No claim may be asserted by Customer against MedPhoto Manager more than twelve (12) months after the date of the cause of action underlying such claim.  Customer expressly acknowledges and agrees that MedPhoto Manager has entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate risk between Customer and MedPhoto Manager and form a basis of the bargain between the Parties. 
  1. Indemnification. At its sole cost and expense, Customer hereby agrees to defend and hold harmless MedPhoto Manager and its affiliates and subsidiaries, and its and their officers, managers, members, employees, consultants, representatives, agents, successors, and assigns, in any action or claim, and to indemnify MedPhoto Manager and the foregoing parties from and against any and all claims, losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) arising from such action or claim, resulting from or related to: (a) the User Content; (b) Customer’s breach of any term or condition, or of any of its representations or warranties, set forth in this Agreement; (c) an End User’s breach of any term or condition set forth in this Agreement (as if such End User were an original party hereto); (d) Customer’s or an End User’s infringement, violation, or misappropriation of any intellectual property, privacy, or other rights of any third party; and/or (e) any negligence or intentional misconduct by Customer or its employees or other representatives. 
  1. Governing Law. This Agreement and any dispute, controversy, or claim arising under or by reason of this Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of North Carolina, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction.  Each Party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina with regard to any suit or claim arising under or by reason of this Agreement.  Customer will not commence or prosecute any suit or claim to enforce this Agreement, or otherwise arising under or by reason of this Agreement, other than in such courts. 
  1. Notices. MedPhoto Manager may provide Customer with general notice by electronic mail to Customer’s e-mail address set forth in the Purchase Order.  Customer must give notice to  MedPhoto Manager (such notice shall be deemed given when received by  MedPhoto Manager) by emailing  MedPhoto Manager at support@medphotomanager.com.  Notice will be considered delivered if the sender thereof does not receive any evidence of transmittal failure.
  1. Consent to Use of Electronic Signatures and Records. Customer acknowledges and agrees that by clicking “I Agree” or “I Accept” anywhere on the Site or while using the Device Application, or by otherwise agreeing to the terms and conditions set forth in any agreement posted on the Site: (a) Customer agrees to conduct electronically the particular transaction into which it is entering; (b) Customer read, understands, and agrees to be bound by the electronic copy of electronic contracts, notices, and records to which it is agreeing, including, without limitation, this Agreement; (c) Customer is capable of printing or storing a copy of electronic records of agreements to which it is agreeing, including, without limitation, this Agreement; and (d) Customer agrees to receive electronically information about the agreements to which it is agreeing including, without limitation, this Agreement.
  1. Miscellaneous. Nothing contained in this Agreement is construed to create a joint venture, partnership, agent, or employment relationship between MedPhoto Manager and Customer.  No delay or omission by a Party to exercise any right or remedy accruing pursuant to any of the terms hereof shall impair any such right or remedy or be construed to be a waiver thereof.  A waiver by a Party of any of the covenants and agreements hereof shall not be construed to be a waiver of the future enforceability of such covenants and agreements or any other covenant or agreement herein contained.  If any provision contained in this Agreement is for any reason held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.  This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and assigns; provided, however, neither this Agreement nor any rights, duties, or obligations hereunder may be assigned, delegated, or otherwise transferred in any way by Customer without the prior written consent of MedPhoto Manager.  Any attempted assignment by Customer in violation of the foregoing restriction is null, void, and of no legal effect.  Except with respect to a Party’s payment obligations hereunder, neither Party shall be responsible for any delay or failure to perform obligations specified in this Agreement or otherwise mutually agreed by the Parties from time to time due to unforeseeable causes beyond such Party’s reasonable control.  This Agreement, including the Purchase Order and any business associate agreement entered into by the Parties in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, conversations, discussions, and agreements between the Parties concerning the subject matter hereof.  No amendment or modification of any provision of this Agreement shall be effective against MedPhoto Manager unless the same shall be in writing and signed by an authorized representative of MedPhoto Manager.  MedPhoto Manager may amend or modify any provision of this Agreement without the consent of Customer at any time in its discretion.  Any changes MedPhoto Manager makes to this Agreement will be effective when posted on the Site.  Customer acknowledges that any breach of its obligations under this Agreement with respect to MedPhoto Manager’s intellectual property rights or Confidential Information will cause MedPhoto Manager irreparable injury for which there are inadequate remedies at law, and, therefore, MedPhoto Manager will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or equity.