Terms & Conditions

TERMS AND CONDITIONS These Terms and Conditions (these “Terms and Conditions”, and together with any exhibit and/or schedule attached hereto, each as amended from time to time, this “Agreement”) are by and between ThrivingCampus, Inc. (the “Company”) and you (“Customer”) and are effective as of the date You electronically indicate Your acceptance to this Agreement. IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN INDIVIDUAL, THE TERM "CUSTOMER" REFERS TO YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT WE MAY MODIFY THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE. IN THE EVENT OF A MODIFICATION TO THIS AGREEMENT, WE WILL POST THE CHANGES ON THIS PAGE AND WILL INDICATE AT THE TOP OF THIS PAGE THE DATE THIS AGREEMENT WAS LAST REVISED. WE WILL ALSO NOTIFY YOU OF SUCH CHANGES, EITHER THROUGH YOUR USER INTERFACE, IN AN EMAIL NOTIFICATION OR THROUGH OTHER REASONABLE MEANS. ANY SUCH CHANGES WILL BECOME EFFECTIVE WHEN THEY ARE POSTED. YOUR CONTINUED USE OF THE COMPANY PLATFORM (AS DEFINED BELOW) AFTER THE DATE ANY SUCH CHANGES BECOME EFFECTIVE CONSTITUTES YOUR ACCEPTANCE OF THE NEW AGREEMENT. BACKGROUND Company has developed a software as a service platform for mental health clinicians to share information about their practice with colleges, universities, schools, and their students (the “Company Platform”). As used in the Agreement, the term “Company Platform” includes any updates that are made generally available by Company to customers at no additional charge during the term of the Agreement (as set forth in Section 5.1), but expressly excludes any upgrades or additional services that are made available by Company for an additional charge. IN CONSIDERATION OF THE MUTUAL PROMISES BELOW AND OTHER GOOD AND VALUABLE CONSIDERATION THE SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1 ACCESS TO PLATFORM 1.1 Company Platform. Company will make the Company Platform available to Customer via the Internet (in object code format only) during the term of the Agreement pursuant to the terms and conditions of the Agreement. Subject to the terms and conditions of the Agreement, Company hereby grants Customer a limited, nonexclusive, nontransferable, non-sublicenseable right to access and use the Company Platform during the term of the Agreement solely for Customer’s internal use in connection with the treatment and care of Patients. Except as expressly set forth herein, Company retains all right, title and interest in and to the Company Platform. 1.2 Tiers of Access. Company may offer access to the Company Platform through multiple versions (“Tiers”). Company may offer a free tier ("Free Tier") and one or more paid tiers (each, a "Premium Tier"). Premium Tiers may include additional features beyond those of the Free Tier. The specific features of any Tier may change any time at the Company’s discretion. Participation in any Premium Tier is optional. 2 OWNERSHIP; RESERVATION OF RIGHTS; USES OF DATA 2.1 Customer Data. Customer owns the data (a) input by Customer or Customer’s employees or agents into the Company Platform (“Customer Data”). Customer will be solely responsible for the accuracy, quality, content and legality of Customer Data and for the submission of Customer Data by Customer or Customer’s employees or agents to Company. 2.2 License to Customer Data. Subject to the terms of the Business Associate Agreement between the parties, attached hereto as Exhibit A (the “BAA”) Customer hereby grants to Company (a) a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable right and license during the term of the Agreement to copy, distribute, display and create derivative works of and use Customer Data to perform Company’s obligations under the Agreement and (b) a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable right and license to use Customer Data solely in an aggregated, de-identified and/or anonymized format such that Customer is not identified. Customer reserves any and all right, title and interest in and to Customer Data other than the licenses expressly granted to Company under the Agreement. 2.3 Company Data; Company Platform Ownership; Reservation Of Rights. Company owns any and all data generated by Company or provided by Company to Customer in connection with its operation of and provision of access to the Company Platform (“Company Data”) and retains all rights, title, and interest in and to Company Data. 2.4 Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company with respect to the Company Platform. Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants Company a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to copy, distribute, transmit, display, perform, and create derivative works of the Feedback. 2.5 Protected Health Information. The terms of the BAA are incorporated into this Agreement. 3 PATIENT AUTHORIZATION 3.1 Methods of Obtaining Patient Authorization. Customer will obtain all necessary authorizations from patients for Company’s use, transmission and transfer of patient data (“Patient Data”) regarding such patients through the Company Platform. 4 FEES; PAYMENT TERMS 4.1 Free Tier. There is no charge for access to the Free Tier. 4.2 Premium Tiers and Additional Paid Features. Premium Tiers are offered on a subscription basis. Fees, billing cycles, renewal terms, and cancellation options will be disclosed at the time of sign-up and are subject to change with 30 days’ notice. 4.3 Refunds. Payments are non-refundable unless otherwise required by law. Failure to pay may result in suspension or cancellation. 4.4 Results Not Guaranteed. Optional marketing and promotional services may be included in Tiers or offered at additional costs. Specific features and fees will be disclosed at the time of purchase. Company does not guarantee performance results of any marketing or promotional services. 5 TERM, TERMINATION 5.1 Term. The Agreement will begin on the Effective Date and continue until terminated. 5.2 Termination; Effect of Termination. In addition to any other remedies it may have, either party may also terminate the Agreement if the other party breaches any of the terms or conditions of the Agreement and fails to cure such breach within thirty (30) days’ notice (or ten (10) days in the case of nonpayment) after receiving notice thereof. In the event that Customer breaches any representation or warranty in Section 7.2(a) or is required to provide notice of any event pursuant to Section 7.2(a)(i)–(iv), Company may terminate this Agreement immediately upon written notice to Customer. In addition, Company may terminate this Agreement at any time, for any reason or no reason, without prior notice to Customer. Upon termination of the Agreement, all rights granted to Customer hereunder and all obligations of Company to provide Customer with access to and use of the Company Platform will immediately terminate, and Company will also delete Protected Health Information from the Company Platform and Company’s network and records in accordance with the applicable terms of the BAA. 5.3 Survival. Upon expiration or termination of the Agreement, all obligations in the Agreement will terminate, provided that Sections 2.2(b) (Aggregated Customer Data), 2.4 (Company Data; Company Platform Ownership), 4 (Fees; Payment Terms), 5.2 (Termination; Effect of Termination), 6 (Confidentiality), 7.3 (Disclaimer), 8 (Limitations of Liability) 10 (Indemnification) and 11 (General) will survive. 6 CONFIDENTIALITY As used herein, “Confidential Information” means, subject to the exceptions set forth in this Section 6.1, any information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the “Receiving Party”); provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Company’s Confidential Information includes, without limitation, the Company Platform, Company Data and the terms of the Agreement. Customer’s Confidential Information includes, without limitation, Customer Data (subject to the rights granted to Company pursuant to Section 2.2). Information will not be deemed “Confidential Information” if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of the Agreement by the Receiving Party. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in the Agreement. Upon the termination of the Agreement, each Receiving Party agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party and to certify the return or destruction of all such Confidential Information and embodiments thereof. 7 REPRESENTATIONS, WARRANTIES AND DISCLAIMER 7.1 Representations and Warranties. Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into the Agreement and to perform its obligations hereunder; (b) the execution of the Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) the Agreement constitutes a legal, valid and binding obligation when signed by both parties. 7.2 Representation, Warranties and Additional Covenants of Customer. a. (a) Customer represents, warrants and covenants that it has and will have all rights necessary and full legal authority to (a) input, import, upload or submit Customer Data to the Company Platform or otherwise provide Customer Data to Company and (b) grant the rights in and to Customer Data granted in the Agreement. Customer further represents, warrants and covenants that it will use the Company Platform solely for the purposes contemplated herein, any information input, imported, uploaded or submitted to the Company Platform is truthful and not misleading, Customer maintains a valid, unlimited, and unrestricted license as necessary to furnish any services advertised or promoted through the Company Platform, Customer has not been convicted of any crime, including, without limitation, any felony, nor made an admission of guilt of, or plead nolo contendere with respect to, such conduct, which is a matter of record, and Customer will not use the Company Platform to violate any applicable laws, rules or regulations. Customer shall provide Company with immediate written notice of any of the following: (i) the commencement or resolution of any investigation or proceeding by any licensing authority, or other governmental body or agency; (ii) any malpractice action which is commenced, adjudicated or settled; (iii) the termination, suspension, revocation or non-renewal of privileges, association, or employment at any hospital or health care facility; (iv) any change in status of Customer’s state licenses or board certification; or (v) any conviction or plea of guilty or nolo contendere to a felony in a court of competent jurisdiction. b. (b) All obligations under this Section 7 will survive any termination of this Agreement with respect to any event specified in this Section 7 if such event relates in any way to the services purchased through the Company’s Platform. 7.3 Disclaimer. CUSTOMER UNDERSTANDS AND AGREES THAT COMPANY IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR THE PROVISION OF HEALTHCARE OR BEHAVIORAL HEALTH SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY PLATFORM IS PROVIDED STRICTLY ON AN “AS- IS” AND “AS AVAILABLE” BASIS AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES. 8 LIMITATIONS OF LIABILITY 8.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 1 (ACCESS TO PLATFORM), SECTION 3 (PATIENT AUTHORIZATION) OR SECTION 7.2 (REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF CUSTOMER) ABOVE AND (B) EITHER PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY) ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. 8.2 General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 1 (ACCESS TO PLATFORM), SECTION 3 (PATIENT AUTHORIZATION) OR SECTION 7.2 (REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF CUSTOMER) ABOVE; (B) CUSTOMER’S OBLIGATONS UNDER SECTION 10 (INDEMNIFICATION); AND (C) EITHER PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY) ABOVE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THE AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $1,000. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. 9 INSURANCE You represent and warrant that you (or if applicable, all Licensed Professionals) currently have in place, and will maintain on an ongoing basis, your own professional malpractice insurance coverage to insure you in the event one of your own patients files a claim against you. You agree to provide, upon request, periodic attestations that such malpractice insurance policy is in place and to notify the Company immediately if your professional malpractice coverage is suspended, terminated, or discontinued. 10 INDEMNIFICATION Customer agrees to indemnify, defend, and hold harmless Company and its affiliates and its and their respective officers, directors, employees, agents, representatives, contractors, shareholders, successors and assigns, from and against any and all liability, loss, claim, damage, expense, tax, or penalty, including defense costs and legal fees, incurred in connection with (i) Customer's breach of any representation and warranty made by the Physician in this Agreement; (ii) any error, omission or malfeasance of Customer; and (iii) any breach by Customer of any of the covenants contained in this Agreement. 11 GENERAL If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign the Agreement or assign or delegate its rights or obligations under the Agreement without the other party’s prior written consent; provided, however, that either party may assign the Agreement to an acquirer of or successor to all or substantially all of its business or assets to which the Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either party otherwise than in accordance with this Section 11 will be null and void. Both parties agree that the Agreement and the BAA are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Agreement will be in writing and sent to the recipient’s address set forth below and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. The Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. For all disputes relating to the Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in San Diego, California, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Company Platform will cause irreparable harm and injury to Company for which there is no adequate remedy at law. Exhibit A BUSINESS ASSOCIATE AGREEMENT 1 DEFINITIONS: The following terms shall have the following meaning when used in this Agreement: 1.1 "Breach" shall have the same meaning as the term "breach" in 45 C.F.R. § 164.402. 1.2 "Designated Record Set" shall have the same meaning as the term "designated record set" in 45 C.F.R. § 164.501. 1.3 "Electronic Protected Health Information" shall mean Protected Health Information that is "electronic protected health information" as defined in 45 C.F.R. § 160.103. 1.4 "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated under these statutes. 1.5 "Individual" shall have the same meaning as the term "individual" in 45 C.F.R. §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502(g). 1.6 "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, except limited to the information received from Customer, or created, maintained or received on behalf of Customer. 1.7 "Unsecured Protected Health Information" shall mean Protected Health Information that is "unsecured protected health information" as defined in 45 C.F.R. § 164.402. 1.8 "Required By Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.103. 1.9 "Secretary" shall mean the Secretary of HHS or the designee of the Secretary of HHS. 1.10 "Subcontractor" shall have the same meaning as the term "subcontractor" in 45 C.F.R. §160.103, except limited to any such individual or entity who creates, receives, maintains, or transmits Protected Health Information on behalf of Company. Any capitalized term not specifically defined herein shall have the same meaning as is set forth in 45 C.F.R. Parts 160 and 164, where applicable. The terms "use," "disclose" and "discovery," or derivations thereof, although not capitalized, shall also have the same meanings set forth in HIPAA. 2 OBLIGATIONS AND ACTIVITIES OF COMPANY: 2.1 Company agrees to not use or disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law. 2.2 Company agrees use appropriate safeguards and comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect to Electronic Protected Health Information, to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. 2.3 Company agrees to report to the Customer any use or disclosure of Protected Health Information not provided for by this Agreement, including, without limitation, Breaches of Unsecured Protected Health Information as required at 45 C.F.R. 164.410, and any Security Incident of which it becomes aware. The parties acknowledge and agree that this Section 2(c) constitutes notice by Company to Customer of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents for which no additional notice to Customer shall be required. Unsuccessful Security Incidents shall include, but not be limited to, pings and other broadcast attacks on Company's firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as such incidents do not result, to the extent Company is aware, in unauthorized access, use or disclosure of Electronic Protected Health Information. 2.4 In accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Company agrees to ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of Company agree in writing to the same restrictions, conditions, and requirements that apply to Company under this Agreement with respect to such Protected Health Information. 2.5 Company agrees to make available Protected Health Information in a Designated Record Set to Customer as necessary to satisfy Customer's obligations under 45 C.F.R. § 164.524 or any business associate agreement. 2.6 Company agrees to make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by the Customer pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Customer's obligations under 45 C.F.R. § 164.526 or any business associate agreement. 2.7 Company agrees to maintain and make available the information required to provide an accounting of disclosures to Customer as necessary to satisfy Customer's obligations under 45 C.F.R. § 164.528 or any business associate agreement. 2.8 To the extent that Company is to carry out one or more of Customer's obligations under Subpart E of 45 C.F.R. Part 164, Company agrees to comply with the requirements of Subpart E that apply to Customer in the performance of such obligations. 2.9 Company agrees to make its internal practices, books, and records available to the Secretary for purposes of determining compliance with HIPAA. 3 PERMITTED USES AND DISCLOSURES BY COMPANY: 3.1 Company may only use or disclose Protected Health Information as necessary to perform the Agreement. In addition, Company is authorized to use Protected Health Information to de-identify the Protected Health Information in accordance with 45 C.F.R. 164.514(a)-(c). 3.2 Company may use or disclose Protected Health Information as Required By Law. 3.3 Company agrees to make uses and disclosures and requests for Protected Health Information consistent with Customer's minimum necessary policies and procedures. 3.4 Company may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Customer, except for the specific uses and disclosures set forth in subsections (e), (f) and (g), below. 3.5 Company may use Protected Health Information for the proper management and administration of the Company or to carry out the legal responsibilities of the Company. 3.6 Company may disclose Protected Health Information for the proper management and administration of the Company or to carry out the legal responsibilities of the Company, provided the disclosures are Required By Law, or Company obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law or for the purposes for which it was disclosed to the person, and the person notified Company of any instances of which it is aware in which the confidentiality of the information has been breached. 3.7 Company may provide Data Aggregation services relating to the Health Care Operations of Customer. 4 OBLIGATIONS OF CUSTOMER: 4.1 Customer shall notify Company of any limitation(s) in the notice of privacy practices of Customer or, if Customer is a Business Associate, any Covered Entity served by Customer, under 45 C.F.R. 164.520, to the extent that such limitation may affect Company's use or disclosure of Protected Health Information. 4.2 Customer shall notify Company of any changes in, or revocation of, the permission by an Individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Company's use or disclosure of Protected Health Information. 4.3 Customer shall notify Company of any restriction on the use or disclosure of Protected Health Information that Customer has agreed to or is required to abide by under 45 C.F.R. 164.522, to the extent that such restriction may affect Company's use or disclosure of Protected Health Information. 4.4 Except with respect to uses and disclosures by Company of Protected Health Information under Sections 3(e), 3(f) and 3(g), above, Customer shall not request Company to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Customer 5 TERMINATION: 5.1 Obligations of Company Upon Termination. Upon termination of the Agreement for any reason, Company shall: i. Retain only that Protected Health Information which is necessary for Company to continue its proper management and administration or to carry out its legal responsibilities; ii. Return to Customer or Customer's designee (to the extent permitted by HIPAA), or, if agreed to by Customer, destroy the remaining Protected Health Information that the Company still maintains in any form; iii. Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to Electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Company retains Protected Health Information; iv. Not use or disclose Protected Health Information retained by Company other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at Section 3 (e) and (f), above, which applied prior to termination; and v. Return to Customer, or, if agreed to by Customer, destroy Protected Health Information retained by Company when it is no longer needed by Company for its proper management and administration or to carry out its legal responsibilities. 5.2 Survival. The obligations of Company under this Section 5 shall survive the termination of the Agreement. 6 MISCELLANEOUS: 6.1 Regulatory References. A reference in this Exhibit A to a section in the HIPAA regulations means the provision as in effect or as amended. 6.2 Amendment. The parties agree to take such action as is necessary to amend this Exhibit A from time to time as is necessary for the Customer to comply with the requirements of the HIPAA and any other applicable law. 6.3 Interpretation. Any ambiguity in this Exhibit A shall be resolved to permit compliance with HIPAA. 6.4 Controlling Provisions. In the event that it is impossible to comply with both the Terms and Conditions and this Exhibit A, the provisions of this Exhibit A shall control with respect to those provisions of each agreement that expressly conflict.