Terms of Use

Last Updated: 08/08/2021

This is an agreement (“Agreement”) between you (“User”) and gloStream, Inc. dba TRIARQ Practice Services (“TRIARQ Health”).

BY USING, LOGGING INTO OR ACCESSING THIS OR ANY TRIARQ HEALTH ONLINE APPLICATIONS (collectively “Platform”), YOU AGREE TO BE BOUND BY THE TERMS OF THIS TERMS OF USE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE, LOGIN OR ACCESS THE PLATFORM.

MEDICAL EMERGENCIES: DO NOT USE THIS PLATFORM OR ANY COMPANY SERVICE, APPLICATION OR PRODUCT FOR A MEDICAL EMERGENCY. IF YOU HAVE AN URGENT, IMMEDIATE OR EMERGENCY, CONTACT YOUR HEALTHCARE PROVIDER OR CALL 911 OR THE LOCAL EMERGENCY NUMBER IMMEDIATELY. IF YOU ARE A PROVIDER AND NEED TO CONTACT A PAYOR or PROVIDER IN AN EMERGENCY, DO SO DIRECTLY BY TELEPHONE OR OTHER MEANS.

FUTURE MODIFICATION OF THIS AGREEMENT

TRIARQ HEALTH RESERVES THE RIGHT TO CHANGE THE TERMS, CONDITIONS, AND NOTICES UNDER WHICH THE PLATFORM IS OFFERED.

TRIARQ HEALTH MAY MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME BY POSTING NEW TERMS TO ITS WEB SITE. IF YOU DO NOT WISH TO ACCEPT THE NEW TERMS, YOU SHOULD DISCONTINUE USING, LOGGING INTO OR ACCESSING PLATFORM.

Orientation

TRIARQ Health’s Platform consists of online tools for patients, employees of medical practices, care team members managing patient health and costs, medical providers, revenue cycle management billers, and more, in support of or in the care of medical practices, medical groups, clinically integrated networks and related.

The TRIARQ Health Platform includes, but is not limited to, the following applications:

• QInsights – a state of the art reporting and analytics platform
• Qonductor – revenue cycle management platform
• QPathways – care team collaboration and patient care pathways
• MHP COVID19 Clinical Patient Self Registration
• QCollege – online educational materials covering a range of topics, largely but not limited to training of use and best practices of TRIARQ Health products and tools
• QMOBILE – provider mobile application that works in conjunction with QEMR (medical records)

Authorized User

You affirm that you are authorized by TRIARQ Health, a TRIARQ Health Partner, TRIARQ Health customer, or other TRIARQ Health designee (“TRIARQ Admin”) to use, login, or access the Platform (for example, as a patient or employee or a member of a provider of medical services).

If you are not authorized, do not login.

User Grant

TRIARQ Health hereby grants to User a limited, nonexclusive, nontransferable, nonsublicensable, terminable license, conditioned upon compliance with the terms of this Agreement, to use Platform limited to authorized Users only to the extent provided herein.

User Account Access

You will be assigned a unique ID (“Credentials”) by TRIARQ Admin for your user account.

You must not share access to your user account with others. You will adopt and maintain reasonable and appropriate security precautions for your Credentials to prevent their disclosure to or use by unauthorized persons.

Accounts can be secured by passwords, phone or email verification codes. If your account is secured by a password, you must secure your password and not let it be known by others. If your account is secured by your mobile phone number, you must prevent others for accessing your account from that phone/phone number. Similar restrictions apply to other security measures.

To use the Platform you must supply registration data (“Registration Data”), such as your name, email, phone number, all of which must be accurate and updated as appropriate. Failure to properly maintain the Registration Data shall be a breach of the Agreement.

You should ensure that you can receive e-mail from TRIARQ Health, which may require you to add TRIARQ Health to a “trusted” sender list to avoid delays or having TRIARQ Health’s correspondences blocked from your inbox.

You may also be required to provide a mobile phone # for the purposes of sending notifications or to confirm your identity for access.

Right To Terminate License At Any Time; Remove Access

You acknowledge TRIARQ Admin may terminate or restrict access, use and license at any time for any reason.

Safeguards

You acknowledge that you are responsible for implementing and maintaining appropriate administrative, physical and technical safeguards to protect information within the Platform. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA.

Notification of Breach

You will immediately notify us of any breach or suspected breach of the security of the Platform of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Platform, and you will take such actions to mitigate the breach, suspected breach, or unauthorized use or disclosure of information within or obtained from the Platform as we may direct, and will cooperate with us in investigating and mitigating the same.

Permission to use your Content

You agree the information/content you enter into Platform will be made accessible to your TRIARQ Admin, affiliates of TRIARQ Admin entities, and others.

You hereby grant to us a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any information, material or work product – other than your Information that has not been De-Identified – you provide to the Platform. You agree that we may use, disclose, market, license, and sell such information and works, including derivative products, without restriction. This includes, for example, custom templates that you create using the Platform, and information (other than your information that has not been De-Identified) that you contribute to chats, feeds, forums, discussion groups and the like. Furthermore, you agree that we may use, disclose, market, license and sell such material or content, and that you have no interest in the information, or in the proceeds of any sale, license, or other commercialization thereof. You warrant and agree that any material you provide will not infringe or otherwise violate the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law.

Patient Health Information

Users may enter their personal health information into the Platform for purposes of sharing their information with healthcare providers such as vitals, past medical history, current symptoms, care plan status, etc. (“Patient Health Information”)

Users may enter the health information of patients into the Platform as part of healthcare treatment, payment, and operations (also “Patient Health Information”).

Much of this information can be traced or linked back to the particular patient by name, phone number, date of birth, etc (“Patient Identified Health Information”).

Platform can potentially copy Patient Identified Health Information and then remove identifiers or links to the specific User or Patient (“De-Identified Health Information).

Your Patient Health Information

You hereby permit access to your patient identified health information to health care providers (as needed for healthcare treatment, payment, and operations purposes), covered entities, and business associates. You acknowledge that once we have granted access rights to another healthcare provider or entity (or their respective business associates), we have no control over the uses and disclosures that such person or entity makes of your Information, and the recipient may be subject to its own legal or regulatory obligations (including HIPAA) to retain such information and make such information available to patients, governmental authorities and others as required by applicable law or regulation.
We may disclose or permit access to your information to entities such as, but not limited to, health plans, health care clearinghouses, medical groups, independent practice associations, your authorized service providers and other parties responsible for payment and their business associates for the purpose of obtaining (or confirming eligibility or authorization for) payment for services you provide, unless you advise us in writing that, with respect to a specific service provided to a specified patient, such patient has paid out of pocket in full for the service to which the health information relates, and has requested that it not be disclosed to his or her health plan.

Rights to De-Identified Health Information

You hereby transfer and assign to us all right, title and interest in and to all De-Identified Health Information that we make from your information. You agree that we may use, disclose, market, license and sell such De-Identified Health Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.

Electronic Health Information of Others

Patient Health Information is governed by a Business Associate Agreement.

Disclaimer of Warranty and Limitation of Liability

TRIARQ HEALTH NEITHER MAKES NOR GRANTS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED. TRIARQ EXPRESSLY EXCLUDES ALL IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING SPECIFICALLY ANY AND ALL IMPLIED WARRANTIES, REPRESENTATIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE.

THE PLATFORM, AS WELL AS ANY TRIARQ HEALTH TECHNOLOGY RESIDING THEREIN, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY (WHETHER EXPRESS OR IMPLIED – INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) OR ANY OTHER LIABILITY TO TRIARQ HEALTH, INCLUDING WITHOUT LIMITATION, NO LIABILITY FOR CONSEQUENTIAL, INDIRECT, CONTINGENT, OR SPECIAL DAMAGES, LOST PROFITS FOR SEQUENCE, ACCURACY OR COMPLETENESS OF DATA OR THAT IT WILL MEET THE END USER’S REQUIREMENTS, EVEN IF TRIARQ HEALTH OR ANY OF ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. END USER ASSUMES THE ENTIRE RISK OF USING THE PLATFORM AND ANY TRIARQ HEALTH TECHNOLOGY THEREIN. IN NO EVENT, SHALL TRIARQ HEALTH BE LIABLE TO END USER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR CONTINGENT DAMAGES INCLUDING LOSS OF PROFITS, EVEN IF TRIARQ HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

NO WARRANTY THE SERVICES WILL MEET END USER’S REQUIREMENTS, HAVE NO DEFECTS, WILL DISPLAY INFORMATION ACCURATELY, NOR WILL PERFORM WITHIN END USER’S EXPECTATIONS.

Third-Party Services

We may also present to you, through the Platform (including via emails, displays or advertisements) the opportunity to learn about, access, integrate with, or otherwise use services operated by third parties (each a “Third-Party Service”). If you choose to sign-up for or utilize a Third-Party Service, that Third-Party Service may be able to access your information. Additionally, we may allow you to access the Third-Party Services, or integrate the Platform you receive from us with such Third-Party Services using your Credentials that allow you to receive services or information from such Third-Party Services. Although we may receive remuneration from the operators or sponsors of these Third-Party Services, we do not endorse any Third-Party Services and you are responsible for evaluating any Third-Party Services prior to signing-up for, accessing, or integrating them (including any information) with the Services you receive from us.

We are not responsible for the quality or efficacy of any Third-Party Services, or their information privacy or security practices, and we have no responsibility for the information, goods or services offered or provided by the operators of such Third-Party Services, or for the manner in which they conduct their operations. Your use of Third-Party Services and the materials, information, goods and services offered by them is entirely at your own risk, and is subject to the terms of use of the third parties operating or providing them, if any. You should review the applicable terms of any agreement, terms use and privacy policies of any Third-Party Services, since they are subject only to the agreements you have with the operators of such Third-Party Services, and not covered by this Agreement. Further, the Third-Party Services may use Your Information in a way that we would not. You further acknowledge that your use of any Third-Party Services is on an “as-is” basis.

Restrictions

You may not:
(a) Reproduce, publish, or distribute content in connection with the Platform that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right; nor

(b) Use the Services to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material.
In addition, to further safeguard the confidentiality, integrity and availability of the information and other elements housed in the Platform, as well as the stability of the Platform, you agree you will not, nor attempt to, or authorize anyone to, or attempt to:

(c) (i) Abuse or misuse the Platform, including gaining or attempting to gain unauthorized access to the Platform, or altering or destroying information housed in the Platform; (ii) use the Platform in a manner that interferes with other users’ use of the Services; (iii) use the Platform in any manner that violates our Policies and Procedures; or (iv) use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the Platform;

(d) Circumvent any technical measures we have put in place to safeguard the Platform or the confidentiality, integrity or accessibility of any information housed thereon, or any technical measures we have put in place to restrict access to the Platform solely to the class of persons expressly so authorized;

(e) Access any portion of the Platform other than with a commercial browser (such as Microsoft Edge, Mozilla Firefox or Google Chrome) or mobile applications developed and operated by TRIARQ Health.

(f) License, sell, or lease the Platform to, or permit the use of the Platform by or for the benefit of, any third party.

(g) Modify the Platform or any part thereof.

(h) Reverse engineer, decompile, or disassemble the Platform under any circumstances.

(i) Copy any part of the Platform unless this Agreement permits it.

(j) Remove or destroy any proprietary markings or legends, including copyright and trademark notices, appearing on or contained within any Platform.

Other Purposes/Uses

If User wishes to use Platform for purposes that exceed the restrictions set forth in this Agreement, User must contact TRIARQ Health.

Ownership

User agrees and acknowledges that TRIARQ Health retains all right, title and interest in and to the Platform. User will not identify itself as the owner of, or register, any copyright, trademark, patent, servicemark or other intellectual property right relating to the Platform or this Agreement. The Platform may not be duplicated, modified or otherwise reproduced except as expressly authorized herein. All right(s), title and interest in the Platform shall remain with TRIARQ Health.

User agrees and acknowledges that the Platform contains valuable trade secrets and proprietary information of TRIARQ Health which have been developed at great expense over many years.

User will not obscure, alter or remove any patent, copyright, trademark, service mark or other marking or legend contained on or in any Platform.

Confidentiality

“Confidential Information” shall mean any and all information provided by TRIARQ Health pursuant to this Agreement including, without limitation, information related to technology, code, processes, proposed new versions of the Platform, specifications, research and development, Platform programs, trade secrets, know-how, business plans, marketing information and studies, personnel, pricing, protocols, and other materials related thereto whether or not such information is designated as Confidential Information.

“Confidential Information” specifically excludes: (a) information that is in the public domain now or in the future by publication or otherwise through no action or fault of User; (b) information that is or becomes known to User without any use restriction and/or confidentiality obligation, prior to receipt from TRIARQ Health under this Agreement, as evidenced by User’s written records and which was not acquired, directly or indirectly, from TRIARQ Health; (c) information that either User receives from any third party reasonably known by User to have a legal right to transmit such information without any use restriction and/or obligation to keep such information confidential; and (d) information independently developed by either User’s employees or agents provided that User can show that those same employees or agents had no access to the Confidential Information received hereunder.

“Confidential Information” also excludes Patient Health Information, which is addressed in the Business Associate Agreement.

Reporting

User will promptly report to TRIARQ Health any actual or suspected violation of this Agreement and will take such further steps as may reasonably be requested by TRIARQ Health to prevent or remedy any such violation.

User Indemnity

User, at its own expense, will indemnify and hold TRIARQ Health, its shareholders, directors, officers, employees and agents, harmless against any and all claims, damages, settlements, costs and expenses (including reasonable attorneys’ fees) and will defend same in any threatened or actual suit, claim, or proceeding arising from or relating to User’s use of the Platform. TRIARQ Health may be represented in the defense of any such claim, at TRIARQ Health’s expense, by counsel of TRIARQ Health’s selection. User will have no liability for settlements or costs incurred without its consent.

User acknowledges that the professional duty to the patient in providing healthcare services lies with the healthcare professionals, including the Provider, who are providing services to the patients. User assumes full responsibility for its use and the use of its Providers and their organizations’ uses of the Platform including the input, protection, processing and use of any and all patient information in and by the Platform at all points during the patient’s care. The User on its own behalf and on behalf of its Providers hereby acknowledges and agrees that the use of the Platform is in no way intended to replace or substitute for professional judgment of a Provider and is in no way intended nor will it be used to relieve a Provider of its duties, obligations and standard of care to the patient. TRIARQ Health does not assume any responsibility for any actions of User or any Provider, which may result in any liability for damages, for any breach of the standard of care for any malpractice, failure to warn, negligence or any other basis of liability for the Providers and any and all of their related service organizations, if any.

User hereby represents and warrants to this duty to indemnify and hold TRIARQ Health harmless.

Forums

We may offer forums for the exchange of information among our users . If you choose to participate in these forums, you will comply with all applicable forum rules. In particular, you understand that we do not assure the accuracy, reliability, confidentiality or security of information made available through the use of such forums. You acknowledge that any information you post in a forum could be available to the public, and may result in your receiving communications from others outside of our site. You are responsible for safeguarding the privacy of your and your patients’ personal information when you participate in forums, discussion groups and the like. You agree not to disclose individually identifiable health information through such forums.

Platform may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.
• TRIARQ Health has no obligation to monitor the Communication Services. However, TRIARQ Health reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. TRIARQ Health reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Feedback

The purpose of this section is to avoid potential misunderstandings or disputes when TRIARQ Health’s products and/or marketing strategies might seem similar to ideas submitted or feedback given to TRIARQ Health. Feedback means any comments, submissions or other feedback User may provide to TRIARQ Health directly or through the Partner, at its sole discretion, concerning the functionality and performance of TRIARQ Health Technology, including identification of potential errors and improvements. By submitting any Feedback, (1) TRIARQ Health will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as TRIARQ Health sees fit, without any obligation or restriction of any kind to End User; (2) there is no obligation for TRIARQ Health to review Feedback; and (3) there is no obligation to keep any Feedback confidential.
Governing Law and consent to jurisdiction
This Agreement will be governed, construed and enforced in accordance with the laws of the United States of America and the State of Michigan, without regard to its principles of the conflict of laws that would require application of the law of another jurisdiction.
For actions initiated by either party to this Agreement for injunctive relief to enforce its rights to any dispute or claim arising in connection with this Agreement that is not subject to arbitration will be exclusively adjudicated in the appropriate courts located in the County of Oakland, in the State of Michigan and of the United States District Court of the Eastern District of Michigan, and any appellate court from any thereof. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of said courts for any such action.

Dispute Resolution

If a dispute, arises out of or relates to this Agreement, or the breach thereof, the parties shall first each appoint persons with authority to meet in order to make a good faith effort to resolve the dispute. If 60 days has elapsed since the dispute arose and such dispute cannot be settled through negotiation, the parties agre thereafter to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association at the AAA regional office in Southfield, Michigan.

If the dispute cannot be resolved through mediation, thereafter such dispute shall, on the written notice by any party, be submitted to final and binding arbitration under the Rules of Commercial Arbitration of the American Arbitration Association (“AAA”) in effect at the time, at the AAA regional office in Southfield, Michigan. The arbitration panel shall have full authority to grant all forms of relief including all prejudgment AND POSTJUDGMENT remedies but not any equitable relief to which the parties may be entitled and any such equitable relief may be pursued by either party in a court with competent jurisdiction under this Agreement. As used in this Agreement, “any controversy” and “claims” includes, but is not limited to, claims for breach of contract, breach of the covenant of good faith and fair dealing, torts of any kind (including, but not limited to, fraud, intentional and/or negligent infliction of emotional distress, defamation, invasion of privacy, interference with business relations, assault, battery, personal injury or death, negligence of any kind, intentional conduct of any kind, and any other tort not specifically listed), and all statutory claims. The scope of the obligation to arbitrate includes claims against officers, directors, agents and employees, claims arising under any federal or state law or regulation, and claims by employees, agents, shareholders, resellers, lenders, heirs, personal representatives, spouses, other family members, successors and assigns.

Arbitration will be the sole and exclusive means to resolve any such controversy or claim, except for such other judicial procedure as may be specifically provided for in this Agreement. A demand for arbitration must be filed by a party within one year after the party discovers the conduct, act, event or occurrence first giving rise to the claim, but no later than twenty-four months after the conduct, act, event or occurrence first giving rise to the claim occurs, or the right to any remedy will be deemed forever waived and lost.

The arbitration panel shall be bound by the terms of this Agreement and shall make its award pursuant to and consistent with governing law and shall not apply principles of ex aequo et bono. The arbitrators shall have no authority to award punitive, exemplary or similar damages against either party. The decision of the majority of the arbitrators of the panel shall be final and conclusive. The arbitration panel shall issue a standard award. A judgment upon the arbitration award may be entered in a court of competent jurisdiction.

Notwithstanding the foregoing, the parties acknowledge that a breach of provisions of the Sections relating to Ownership and Retention, Confidentiality will cause irreparable injury to the non-breaching party which may not be compensable by any remedy at law because of the difficulty of proving and collecting damages, and as a result thereof, in the event of such a breach the non-breaching party shall be entitled, in addition to all other remedies, to injunctive relief in a circuit court or other court of record in the jurisdiction adopted by this Agreement enjoining the breaching party’s breach thereof, together with all costs and actual reasonable attorney fees incurred in enforcing rights and such remedies.

Limitations

Neither Party may bring a claim or action, regardless of form, arising out of or related to this Agreement, more than one (1) year after the cause of action accrues, except that TRIARQ Health may bring a claim up to two (2) years after the cause of action accrues if USER is in default under this Agreement with respect to payments of money or if TRIARQ Health cannot reasonably discover the basic facts supporting the claim within one year. A party must file a counterclaim, if any, within three (3) months after a claim has been filed.

Compliance with Laws

User will comply with, and at all times cooperate promptly with TRIARQ Health to enable TRIARQ Health to comply with, the provisions of the United States Export Administration Act, War Powers Act, or other law or Executive Order relating to control of exports or transfer of technology, and the regulations of the United States Departments of State, Commerce and Defense relating to them (in present form or as they may be amended or enacted in the future).

No Waiver

No term or provision of this Agreement will be deemed waived and no breach of this Agreement will be deemed consented to or excused, unless such waiver, consent or excuse will be expressed in writing and signed by the party claimed to have so waived, consented or excused such term or provision.

Schedules

To the extent that terms of this Agreement conflict with the terms of any Platform License or Master Service Agreement, Exhibit, Addendum or Schedule, the relevant Platform License or Master Service Agreement, Exhibit, Addendum or Schedule will control with respect to the relevant Platform or service of the Products.

Survival of Terms

After expiration or termination of this Agreement for any reason all provisions regarding scope of the license granted, audit, indemnification, warranties, liability and limits thereon, assignment and confidentiality or protection of proprietary rights and trade secrets, shall survive indefinitely.

Severability

In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if the Agreement did not contain the particular provisions held to be unenforceable, unless such construction would materially alter the meaning of this Agreement.

Headings

Captions and headings hereof are for reference purposes only and will not control or alter the meaning of this Agreement as set forth in the text.