1.1 Definitions. The terms that are capitalized in this Agreement have the meanings provided in Exhibit A – Glossary, unless otherwise defined in the section in which they first appear. 1.2 Voximetry Technology. Voximetry or its licensors own the Voximetry Technology and Customer’s limited right to use the Voximetry Technology is only as specified in this Agreement. Except for the limited rights which may be granted in an Attachment to this Agreement, Voximetry and its licensors reserve all right, title, and interest, express or implied, in and to the Voximetry Technology. In the event that Customer or a User makes improvements or other modifications to the Voximetry Technology, Customer on behalf of itself and its Users hereby grants to Voximetry a nonexclusive, royalty-free, fully-paid up, irrevocable, perpetual, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, modify, make derivative works of, make, have made, sell, and import such modifications and improvements. Nothing in the preceding sentence is to be construed as granting Voximetry any rights to Customer’s name, trade name, trade dress, logos, and the like. 1.3 Customer Data Owned by Customer. As between Customer and Voximetry, Customer owns all data and other content (including any text, graphic, audio, video, or other content) input into the Software by Customer, or otherwise provided to Voximetry by Customer in connection with the Voximetry Technology, and reports of each of the foregoing made available to Customer in the Voximetry Technology, which data and other content is not otherwise a part of the Voximetry Technology (collectively, the “Customer Data”). Customer hereby grants Voximetry the right to use, display, copy, distribute, and make derivative works of the Customer Data to enable Voximetry to offer and perform its services and fulfill its obligations hereunder. Customer warrants that (a) it has obtained or will otherwise obtain when inputted all rights, consents, and permissions necessary to collect and input the Customer Data into the Software, to permit Voximetry to gather Customer Data, and to grant the foregoing rights to Voximetry; and (b) it shall comply with all applicable laws with respect to its collection, use, retention, and disposal of all the Customer Data. 1.4 Suspension of Access. The Voximetry Technology may contain license keys or other features that permit Voximetry to control access to the Voximetry Technology, and Customer hereby consents to such features. Voximetry may suspend Customer’s license or access to the Voximetry Technology if Voximetry believes that Customer is in breach of this Agreement, or if Customer’s use of the Voximetry Technology will adversely impact Voximetry. Such suspension will not be a breach of this Agreement. This Agreement is not to be construed as imposing any obligation on Voximetry to monitor Customer’s use of the Voximetry Technology. 1.5 Mutual Warranties. Each party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. 1.6 Absence of Debarment. Voximetry represents to Customer that it has not been debarred, and to the best of its knowledge, is not under consideration to be debarred, by the Food and Drug Administration or any other governmental authority from working in or providing services to any company under the Generic Drug Enforcement Act of 1992. Voximetry is not excluded, debarred, suspended, or otherwise ineligible to participate in U.S. government health care programs (e.g., Medicare, Medicaid, Tricare) or U.S. government procurement and non-procurement programs. If, during the Term, Voximetry becomes excluded, debarred, suspended, or otherwise ineligible to participate in any of the programs described in this section, Voximetry shall disclose immediately the details of such exclusion, debarment, suspension, or other ineligibility in accordance with this section. 1.7 Additional Voximetry Covenants; Insurance. When providing the Voximetry Technology, Voximetry shall: (i) maintain all licenses, authorities, certifications, and permits that are required by law to provide the foregoing; and (ii) maintain liability protection insurance applicable to its employees (and require its independent contractors to maintain liability protection insurance) while acting within the scope of their engagement by Voximetry. 2. Term and Renewal. The term of this Agreement begins on the Effective Date and continues until terminated as provided in Section 3. The Agreement is written in master form, and termination or expiration of any specific Attachment does not terminate this Agreement, unless expressly provided for in an Attachment or SOW. 3. Termination. A party may terminate this Agreement if Voximetry is not currently providing Voximetry Technology to Customer under an Attachment. If there are no active Attachments to the Agreement, either party may terminate this Agreement by providing 30 days written notice to the other Party. Customer may terminate this Agreement upon 90 days written notice to Voximetry. Upon termination of this Agreement, Customer shall immediately return all Voximetry Technology in Customer’s possession or control at Customer’s cost in accordance with Voximetry’s instructions, and Customer shall destroy or delete all copies of the Software from any and all computer libraries and devices in Customer’s possession or control. The following sections survive any termination or expiration of this Agreement: 1.2 (Voximetry Technology), 1.3 (Customer Data Owned by Customer), 3 (Termination), 5 (Confidentiality), 7.4 (Disclaimer of Warranties), 8 (Limitation of Liability and Damages), (Exhibit A – Glossary), and 9 (General Provisions). 4. Fees and Payment. Unless otherwise provided in an Order Form, Customer shall pay Voximetry the fees as stated in the applicable Order Form within 30 days of the invoice date and shall be paid by electronic bank transfer. Payments not made within such time period are subject to late charges equal to the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount, or (b) the maximum amount permitted under law, plus in either case, costs of collection, and if applicable, reasonable attorneys’ fees. If Customer believes that an invoice is incorrect and Customer desires to obtain an adjustment of such invoice, Customer must provide Voximetry notice thereof including relevant details within 30 days of the invoice date. Fees applicable to a renewal term may be adjusted with notice to Customer prior to the renewal term. Customer is responsible for sales, use, and similar taxes associated with its receipt, possession, and use of the Voximetry Technology, excluding taxes based on Voximetry’s income. Customer shall make all payments in U.S. dollars. 5. Confidentiality. In the course of this Agreement, Voximetry and Customer may disclose to one another Confidential Information. Except as otherwise provided in this Agreement, the parties shall not disclose, use, or permit any third party access to the other party’s Confidential Information, without the disclosing party’s prior written permission. Each party’s Confidential Information will remain the sole and exclusive property of that party. Each party shall treat as confidential and use measures that are reasonable, and at least as protective as those it uses to safeguard the confidentiality of its own Confidential Information (but in no event less than reasonable care), to preserve the confidentiality of any and all Confidential Information that it obtains from the other party. If a party is requested to disclose the Confidential Information of the other party in connection with a legal proceeding, subpoena, investigative demand, or other similar process, then such party shall promptly notify the other party and may disclose the Confidential Information in connection with such legal proceeding, subpoena, investigative demand, or other similar process. 6. Customer Responsibilities. 6.1 Use of Voximetry Technology. It is the sole responsibility of Customer to supervise, manage, and control its use of the Voximetry Technology. For On-Premises Software, Customer is solely responsible for: (a) all configuration decisions, program installation, audit controls, and operating procedures, (b) establishing suitable backup procedures, disaster recovery planning, workarounds in case of system failure, and recovery point objectives, (c) creating sufficient procedures and checkpoints to satisfy any applicable requirements for security, and (d) running the On-Premises Software in the Operating Environment. Customer is solely responsible for its own Systems. 6.2 Responsibility for Customer Data. It is the sole responsibility of Customer to ensure that all Customer Data is entered into the Voximetry Technology accurately and completely, and to verify the accuracy of any outputs of the Voximetry Technology. 6.3 Compliance with Law and Regulations, Export. It is the sole responsibility of Customer to comply with all laws, rules, and regulations related to the operation, use, and monitoring of the Voximetry Technology, including without limitation all Applicable Standards. Customer may not use the Voximetry Technology for any unlawful purpose and will not export (directly or indirectly) or provide access to the Voximetry Technology to any country, person, or entity for which the United States requires an export license or other approval. 6.4 Medical Judgment. Voximetry is not a medical services provider or physician. All clinical and medical treatment, diagnoses, and billing decisions are Customer’s sole and exclusive responsibility. Customer shall not use any Voximetry Technology as a substitute for professional medical judgment. Voximetry has no responsibility for, and Customer agrees to indemnify Voximetry for, any claim, cost, or suit arising out of Customer’s use of any Voximetry Technology with any patient. 6.5 Customer Systems. Customer shall be responsible for the security of Customer Systems. Customer shall have appropriate network security in place to protect the Production Environment. 7. Indemnification. 7.1 By Voximetry. Voximetry shall defend Customer against any third party filed claim or action to the extent such claim or action asserts that Customer’s permitted access and use of the Voximetry Technology infringes a third party’s copyright, U.S. patent issued as of the Effective Date, or trademark; provided however, that Voximetry will have no such defense obligations in the event such infringement is directly or indirectly caused by (i) use of the Voximetry Technology in combination with works, Customer Data, information, marks, processes, materials, and the like not provided by Voximetry; (ii) Customer’s alteration or modification of the Voximetry Technology, except to the extent such alteration or modification is performed by Customer at Voximetry’s direction, or (ii) Customer’s, a patient’s, or a User’s continued activity that contributes to the potential infringement after notice to Customer to cease the same. Such a claim or action meeting the above requirements is referred to as a “Claim Against Customer.” Voximetry shall indemnify Customer for the resulting costs, damages, and expenses from such claim finally awarded against Customer to such third party by a court of competent jurisdiction or agreed to by Voximetry in settlement. Voximetry may (at Voximetry’s option and expense): (i) obtain for Customer the right to continue using the Voximetry Technology; (ii) modify the Voximetry Technology to make it non-infringing; or (iii) if subsections (i) and (ii) are not commercially viable (as determined by Voximetry), terminate this Agreement and refund Customer on a pro-rated basis any fees pre-paid to Voximetry by Customer for the infringing item. 7.2 By Customer. To the extent permitted by law, Customer shall indemnify, defend, and hold harmless Voximetry and its Affiliates and subsidiaries and their respective officers, directors, employees, representatives, and agents from and against any and all claims, losses, liability, damages, costs, and expenses (including reasonable out-of-pocket expenses and attorneys’ fees) arising out of or relating to Customer Data, or Customer’s breach of any of Customer’s obligations set forth in Section 6 – Customer Responsibilities (each, a “Customer Data Claim”). 7.3 Procedure. In order for a party to receive indemnification for either a Customer Data Claim or a Claim Against Customer (each may be referred to for purposes of this Section 7.3 as a “Tendered Claim”), as a condition of receiving indemnification under this section, a party seeking indemnification under this Section 7 must provide the indemnifying party with (a) prompt written notice of the details related to the Tendered Claim; (b) complete control over the defense and settlement of the Tendered Claim (provided, that a party will not settle any Tendered Claim without the prior written permission of the tendering party if the settlement does not release the tendering party from all liability pertaining to a Tendered Claim. This permission must not be unreasonably withheld, delayed, or conditioned); and (c) such assistance in connection with the defense and settlement of the Tendered Claim as may be reasonably requested. This section includes Customer’s sole and exclusive remedy and Voximetry’s sole liability to Customer with respect to the matters covered herein. 7.4 Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTIONS 1.5, 1.6, AND 1.7 AND TO THE EXTENT PERMITTED BY LAW, THE VOXIMETRY TECHNOLOGY IS PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. VOXIMETRY AND ITS VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VOXIMETRY OR ITS REPRESENTATIVES CREATES ANY OTHER WARRANTIES OR IN ANY WAY INCREASES THE SCOPE OF VOXIMETRY’S OBLIGATIONS UNDER THIS AGREEMENT. VOXIMETRY MAKES NO WARRANTIES AND WILL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE RESULTS OF ANY ACTION CUSTOMER OR ANY THIRD-PARTY MAY TAKE BASED ON THE CUSTOMER DATA OR USE OF THE VOXIMETRY TECHNOLOGY. THE VOXIMETRY TECHNOLOGY MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT VOXIMETRY AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED THIRD PARTIES (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER’S DATA, WEBSITES, COMPUTERS, OR NETWORKS. VOXIMETRY WILL NOT BE LIABLE FOR ANY SUCH ACTIVITIES NOR WILL SUCH ACTIVITIES CONSTITUTE A BREACH BY VOXIMETRY OF ITS OBLIGATIONS UNDER THIS AGREEMENT. VOXIMETRY WILL NOT BE LIABLE FOR ANY LOSS, ERROR, MISAPPROPRIATION, DAMAGE, OR DESTRUCTION, OF CUSTOMER DATA. IN NO EVENT WILL VOXIMETRY BE LIABLE FOR ANY FAILURE OF THE VOXIMETRY TECHNOLOGY OR SUPPORT SERVICES ARISING FROM OR RELATED TO PERMITTED UNAVAILABILITY. 8. Limitation of Liability and Damages. NEITHER VOXIMETRY NOR ITS VENDORS NOR ITS LICENSORS WILL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, LOSS OF PROFITS, SALES, BUSINESS, OR DATA, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS DAMAGES, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE VOXIMETRY TECHNOLOGY OR SUPPORT SERVICES. THE TOTAL LIABILITY OF VOXIMETRY AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE VOXIMETRY TECHNOLOGY AND SUPPORT SERVICES, REGARDLESS OF WHETHER UNDER A CONTRACT, TORT, OR OTHER THEORY OF LIABILITY, FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID HEREUNDER BY CUSTOMER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. 9. General Provisions. 9.1 Notices. Except as otherwise specified in this Agreement, to be effective, any notice, consent, or communication required or permitted to be given in connection with this Agreement must be in writing and personally delivered or sent by messenger, overnight courier, email, or certified mail and addressed to the address specified on the most recent Order Form, to the attention of the persons listed therein. Customer shall promptly notify Voximetry of any change to Customer’s address or contact information. Except as otherwise specified in this Agreement, all notices, consents, and communications are deemed delivered and received by the receiving party (i) if personally delivered or delivered by messenger, on the date of delivery or on the date delivery was refused, (ii) if delivered by overnight courier or certified mail, on the date of delivery as established by the return receipt, courier service confirmation (or the date on which the courier or postal service, as applicable, confirms that acceptance of delivery was refused or undeliverable), or (iii) if emailed, the date on which the email is confirmed through an acknowledgment of receipt by either the intended recipient or other third party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email). 9.2 Feedback. Customer may provide suggestions, comments, requests, improvements, modifications, and other feedback provided by Customer with respect to Voximetry’s offerings, including the Voximetry Technology (collectively, “Feedback”). Feedback is voluntary and Voximetry is not required to hold Feedback in confidence. On behalf of itself and the Users, Customer hereby grants Voximetry an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, make derivative works of, sell and import such Feedback. Nothing in the preceding sentence is to be construed as granting Voximetry any rights to Customer’s name, trade name, trade dress, logos, and the like. 9.3 U.S. Government Restricted Rights. The Software is a commercial item, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of commercial computer software (as that term is defined at 48 C.F.R. 252.227-7014(a)(1)) and commercial computer software documentation as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all United States government end users acquire Software with only those rights set forth herein. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFAR, or other clause or provision that addresses United States Federal government rights in computer software under this Agreement. 9.4 Assignment; Delegation. Without the prior consent of Voximetry, Customer shall not (i) assign this Agreement or any of its rights under this Agreement, or (ii) delegate any performance under this Agreement, except in either case, to a successor in connection with a merger, sale of substantially all its assets, or similar reorganization. Without the prior consent of Customer, Voximetry shall not assign this Agreement or any of its rights under this Agreement, except to a successor in connection with a merger, sale of substantially all its assets, or similar reorganization. Voximetry may engage independent contractors to assist Voximetry in meeting its obligations under this Agreement. Voximetry remains responsible for the obligations and liabilities of each of its independent contractors. Any purported assignment or delegation in violation of this section will be void. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns. 9.5 Dispute Escalation and Arbitration. The laws of the Jurisdictional State govern the interpretation of this Agreement and any claims related to the breach thereof, regardless of conflict of laws principles. The parties hereby consent to the jurisdiction of the federal and state courts located in Jurisdictional State. If an action is brought by Customer against Voximetry, then the Jurisdictional State shall be Dane County, Wisconsin. If an action is brought by Voximetry against Customer, then the Jurisdictional State shall be the state provided by Customer in their billing address on the Order Form. 9.6 Injunctive Relief. Notwithstanding anything else in this Agreement, either party may seek from any court having jurisdiction any interim, equitable, and/or provisional relief that it deems necessary to protect the rights or property of that party, pending the final determination of the controversy in arbitration. 9.7 Non-Solicitation. Customer recognizes that Voximetry employees and Contractors are critical to providing the Voximetry Technology contemplated under this Agreement. For the term of this Agreement and for 12 months following the termination of the Agreement, Customer and all Customer Affiliates shall not employ, hire, or use as a Contractor, any employee or Contractor of Voximetry. 9.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected or impaired. 9.9 Entire Agreement. This Agreement, together with all Order Forms under which Voximetry is providing Voximetry Technology to Customer, and any other exhibits and Attachments hereto and thereto, constitutes the entire and final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations, term sheets, letters, memoranda, and other discussions and agreements, either oral or in writing, between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. No provision of this Agreement may be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied on any statement, representation, warranty, or agreement of the other party except for those expressly contained in this Agreement. In the event of a conflict between the body of this Agreement and any Order Form, exhibit, or other attachment, the governing priority of the documents is as follows: (a) this Agreement, (b) Order Form, (c) exhibits or other attachments, unless (i) the conflicting provision expressly states that it amends or supersedes a document that is listed in this sentence as having higher governing priority, (ii) such document is signed or initialed by both parties, and (iii) such document is dated as of or after the document that it amends or supersedes. 9.10 Relationship of Parties. The parties to this Agreement are independent contractors; there is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. 9.11 Force Majeure. If a Force Majeure Event occurs, the party unable to perform (the “Nonperforming Party”) is excused from performing whatever is prevented by the Force Majeure Event to the extent so prevented, and satisfying whatever conditions precedent to the other party’s obligations that cannot be satisfied. A Force Majeure Event does not excuse the payment of money. When the Nonperforming Party is able to resume performance of its obligations under this Agreement or satisfy the conditions precedent to the performing party’s obligations, it shall immediately do so. The relief offered by this section is the exclusive remedy available to the performing party with respect to a Force Majeure Event. Neither party will have the right to claim damages or to terminate this Agreement as a result of a Force Majeure Event. 9.12 No Third Party Beneficiaries. This Agreement shall not be construed to make any person or entity a third party beneficiary hereof. 9.13 Headings. The descriptive headings of the sections and subsections of this Agreement are for convenience of reference only. They do not constitute a part of this Agreement and do not affect the construction or interpretation of this Agreement.