SAAS TERMS AND CONDITIONS

(Last Update: May 1, 2025)

These terms and conditions (the “Terms and Conditions”) shall apply to any purchase or procurement of certain software products or services by the Customer from Dapper Care, Inc., a Delaware corporation with its principal office located at 732 S. 6th St., Suite 4982, Las Vegas, NV 89101 (“Licensor” or “Dapper”) and  customer who has a signed Master Services Agreement   (“Licensee” or “Customer”) with Licensor. Dapper Care and Customer are referred to herein, collectively, as the “Parties” and each, a “Party.”

These Terms and Conditions shall apply to any Licensed Services provided to Licensee by any Affiliate or subsidiary of Licensor. In the event of a conflict between the provisions of these Terms and Conditions, the Master Services Agreement between the Parties (the “MSA”), any statements of work attached to the MSA (the “SOW”), or any related agreements previously executed between these Parties the following order of precedence shall apply: (a) these Terms and Conditions; (b) the MSA; (c) the SOW; and (d) any other related agreements previously executed between the Parties. 

1. Definitions.

In addition to capitalized terms defined elsewhere in these Terms and Conditions, the following terms have the meanings set forth below.

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Licensed Services. 

“Action” has the meaning set forth in Section ‎11.1. 

“Affiliate” means any entity which is either directly or indirectly under common control with a Party. 

“Authorized User” means each of the individuals authorized by Customer to use the Licensed Services pursuant to Section ‎3.1 and subject to the terms and conditions of these Terms and Conditions. 

“BAA” means the Business Associate Agreement executed between the Parties.

“Customer Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Licensed Services or that incorporates or is derived from the Processing of such information, data or content by or through the Licensed Services. “Customer Data” may include Personal Information, but excludes Usage Data.

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, equipment, mobile devices, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.

“Dapper Care Indemnitee” has the meaning set forth in Section ‎11.1.

“Dapper Care Materials” means the Licensed Services, Documentation and Dapper Care Systems and any and all other information, data, documents, materials, works and other content, devices, methods, Processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, Requirements, plans or reports, that are provided or used by Dapper Care or any Subcontractor in connection with the Licensed Services or otherwise comprise or relate to the Licensed Services or Dapper Care Systems.

“Dapper Care Personnel” means all individuals involved in the performance of Licensed Services as employees, agents or independent contractors of Dapper Care or any Subcontractor.

“Dapper Care Systems” means the information technology infrastructure used by or on behalf of Dapper Care in performing the Licensed Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Dapper Care or through the use of third-party services.

“Documentation” means any manuals, instructions or other documents or materials that the Dapper Care provides or makes available to Customer in any form or medium that describe the functionality, components, features or operation of the Licensed Services.

“Effective Date” shall have the meaning assigned to it in the MSA.

“EULA” means Dapper Care’s End User Licensing Agreement located at [https://dapper.care/end-user-license-agreement/]

“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system or network or (b) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby. 

“HIPAA” means Health and Insurance Portability and Accountability Act of 1996, and all rules and regulations issued thereunder.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any applicable statute, law, or regulation of any federal, state, local government.

“Licensed Services” means the Dapper Care software application or applications, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Dapper Care provides remote access to and use of as part of the Licensed Services.

“Losses” means any and all losses, damages, liabilities, deficiencies, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees.

“Normalized Data” means data, which is based on or derived from Customer Data and which has been aggregated and de-identified in a manner that does not designate or identify Customer or its Authorized Users as the source of the data. Normalization shall entail (1) de-identification of Customer Data such that the data is not individually identifiable information as provided in 45 C.F.R. § 164.514, as amended, (2) stripping the data of any metadata or other express indicators noting the identity of the Customer or the source of the data, and (3) aggregating the data with data generated from other sources which has also gone through the process outlined in (1) and (2).

“Permitted Use” means any use of the Licensed Services by an Authorized User for the benefit of Customer solely in or for Customer’s internal business operations, patient care and related services.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located. Personal Information includes all “protected health information” as defined under HIPAA. 

“Process” means to take any action or perform any operation or set of operations that the Licensed Services are capable of taking or performing on any data, information or other content. “Processing” and “Processed” have correlative meanings.

“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers and legal advisors. 

“Requirements” has the meaning set forth in Section 4(a).

“Subcontractor” has the meaning set forth in Section ‎2. 

“Term” has the meaning set forth in Section 9.1. 

 “Territory” means the United States, excluding its territories and protectorates. 

“Third Party Materials” means materials and information, in any form or medium, including any open-source or other software, website, documents, data, content, specifications, products, equipment or components of or relating to the Licensed Services that are not proprietary to Dapper Care and require a separate license under terms established by their licensor.

“Usage Data” is anonymized, or Normalized Data about users or use of the Licensed Services collected by Dapper Care across its customers, which is owned by and may be used by Dapper Care in any manner in Dapper Care’s discretion, including to improve Dapper Care’s services generally. For clarity, Usage Data does not include Personal Information. 

Capitalized terms not defined herein shall have the meaning as defined in the MSA.

2. Licensed Services.

1. 1. Licensed Services. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with these Terms and Conditions and EULA, during the Term, Dapper Care shall provide to Customer and its Authorized Users access to the Licensed Services as set forth in the SOW.
   2. Third Party Materials. To the extent any Third Party Materials are made available to Customer by Dapper Care under these Terms and Conditions as part of the Licensed Services, the terms of use for such materials, and any limitations on use, shall be specified in a Schedule to these Terms and Conditions.
   3. Changes. Dapper Care reserves the right, in its sole discretion and without prior notice, to make any changes to the Dapper Care Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Dapper Care’s services across its customers, (ii) security and privacy measures of the Licensed Services or Dapper Care Systems, (iii) the competitive strength of or market for Dapper Care’s services; or (iv) the cost efficiency or performance of such services; or (b) to comply with applicable Law. 
   4. Subcontractors. Dapper Care may from time to time in its discretion engage third parties to perform the Licensed Services (each, a “Subcontractor”), in accordance with the BAA, where applicable.

Suspension or Termination of Licensed Services. Dapper Care may suspend, terminate or otherwise deny Customer’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Licensed Services, without incurring any resulting obligation or liability, in Dapper Care’s sole discretion at any time and for any reason, including but not limited to: (a) a security or privacy breach of Dapper Care’s Licensed Services or Dapper Care Systems; (b) Dapper Care receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Dapper Care to do so; or (c) Dapper Care believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any term of these Terms and Conditions, or accessed or used the Licensed Services beyond the scope of the rights granted or for a purpose not authorized under these Terms and Conditions or in any manner that does not comply with any instruction or requirement of the EULA or the Documentation; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (iii) these Terms and Conditions expires or is terminated. This Section 2 does not limit any of either Party’s other rights or remedies, whether at law, in equity or under these Terms and Conditions.

3. Authorization and Customer Restrictions.

1. 1. Authorization. Subject to and conditioned on Customer’s payment of the fees and compliance and performance in accordance with these Terms and Conditions, Dapper Care hereby authorizes Customer and its Authorized Users to access and use, solely in the Territory and during the Term, the Licensed Services solely for the Permitted Use by and through Authorized Users in accordance these Terms and Conditions, the EULA and the Documentation. Prior to accessing or using the Licensed Services, at Dapper Care’s request, the Customer shall provide Dapper Care with all of the following for each Authorized User: (a) name; (b) email address; and (c) other confirmatory demographics as requested by Dapper Care in Dapper Care’s sole discretion. By submitting the above information to Dapper Care, Customer hereby certifies all such information is accurate and complete to Customer’s knowledge (following due inquiry by Customer) and acknowledges and agrees that Customer authorizes Dapper Care to confirm the validity and veracity of such information at any time. Customer shall update Authorized User information as applicable.
   2. Authorization Limitations and Restrictions. Customer shall not, and shall not permit any other Person (including Authorized Users) to, access or use the Licensed Services except as expressly permitted by these Terms and Conditions and, in the case of Third Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, except as these Terms and Conditions expressly permit, Customer shall not, and shall not permit any other Person (including Authorized Users) to: 
   3. copy, modify or create derivative works or improvements, in whole or in part, of the Dapper Care Materials;
   4. copy, download, or print content included in the Dapper Care Materials except that Customer may freely access its Customer Data and print or download any reports generated through the Licensed Services containing Customer Data; 
   5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Dapper Care Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
   6. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Licensed Services, in whole or in part;
   7. bypass or breach any security device or protection used by the Licensed Services or access or use the Licensed Services other than by an Authorized User through the use of his or her own then valid Access Credentials;
   8. input, upload, transmit or otherwise provide to or through the Licensed Services or Dapper Care Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
   9. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Licensed Services, Dapper Care Systems or Dapper Care’s provision of services to any third-party, in whole or in part;
   10. remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Dapper Care Materials, including any copy thereof;
   11. access or use the Dapper Care Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right, privacy right, confidentiality right, or other right of any third-party (including by any unauthorized access to, misappropriation, use, alteration, interception, destruction or disclosure, or any attempts made thereof, of the data of any other Dapper Care customer);
   12. access or use the Dapper Care Materials for purposes of competitive analysis of the Dapper Care Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Dapper Care’s detriment or commercial disadvantage;
   13. access or use the Dapper Care Materials in violation of applicable Law, including, to promote “off-label” uses of pharmaceuticals or medical devices as determined under United States Food and Drug Administration rules, regulations, and guidelines;
   14. share individual Access Credentials with another Authorized User or Person for any purpose; 
   15. post, transmit, submit, or store content that: (i) is false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on Intellectual Property Rights, abusive, illegal or otherwise objectionable, (ii) constitutes or encourages a criminal offense, violates the rights of any Person or otherwise gives rise to liability or violations of any Law, or (iii) contains Harmful Code, political campaigning, chain letters, mass mailings, or any form of “spam”; or
   16. otherwise access or use the Dapper Care Materials beyond the scope of the authorization granted under Section 3.1.
   17. Special Limit for Healthcare Providers. Customer shall not rely on the Dapper Care Materials or any Third Party Materials as a substitute for professional judgment. The Licensed Services are merely a tool to facilitate collection, organization and access to Customer Data; Customer alone is responsible for dispensing medical or professional advice based on any information accessible through the Licensed Services. The Licensed Services on their own (without the application of Customer’s professional judgment) are not intended for and shall not be used to make any diagnosis, prescribe any treatment or cure of any medical conditions. Dispensing of healthcare advice to patients of Customer is entirely dependent upon Customer’s professional judgment.
       

4. Customer Obligations.

1. 1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) comply with the limits on use set out in Section 3.2; (b) set up, maintain and operate in good repair and in accordance with any minimum technical requirements notified by Dapper Care all Customer Systems on or through which the Licensed Services are accessed or used; (c) provide Dapper Care Personnel with such access to Customer’s premises and Customer Systems as is necessary for Dapper Care to perform the Licensed Services; (d) provide all cooperation and assistance as Dapper Care may reasonably request to enable Dapper Care to exercise its rights and perform its obligations under and in connection with these Terms and Conditions; and (e) and employ appropriate security with respect to its data and systems, including pursuant to Section 5 below. Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Licensed Services and Dapper Care Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions or materials provided by any of them to the Licensed Services or Dapper Care; (ii) results obtained from any use of the Licensed Services or Dapper Care Materials; and (iii) conclusions, decisions or actions based on such use, including, without limitation, diagnosis, treatment and cure of any medical conditions and dispensing of healthcare advice to patients of Customer.
   2. Effect of Customer Failure or Delay. Dapper Care is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under these Terms and Conditions.
   3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.2, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Licensed Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Dapper Care of any such actual or threatened activity within 1 hour. 
   4. Terms of Use. EACH TIME CUSTOMER OR AN AUTHORIZED USER USES THE SERVICES, CUSTOMER AND THE AUTHORIZED USER ACKNOWLEDGE AND AGREE: (A) TO ACCESS AND USE THE SERVICES IN ACCORDANCE WITH THE TERMS OF THESE TERMS AND CONDITIONS, THE EULA AND DOCUMENTATION; AND (B) EACH HAS THE LEGAL AUTHORITY TO ACCEPT THE TERMS OF THESE TERMS AND CONDITIONS AND THE EULA, AND THAT THE FOREGOING ARE LEGALLY BINDING TERMS. CUSTOMER AND AUTHORIZED USERS ACKNOWLEDGE AND AGREE THAT THEY SHALL NOT ACCESS OR USE THE SERVICES UNLESS CUSTOMER AND THE AUTHORIZED USERS AGREE TO BE BOUND BY THE TERMS OF THESE TERMS AND CONDITIONS AND THE EULA. 

No Customer personnel, other than Authorized Users, shall access or use the Licensed Services or Dapper Care Systems. Customer and each Authorized User shall not disclose any information about any Person unless such disclosure shall be permissible under applicable Law, including HIPAA. Customer and Authorized Users shall be over the age of legal majority, enter into legally binding agreements under applicable law, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to qualify under, abide by, and complete with the terms of these Terms and Conditions. Customer and Authorized Users shall not access or use the Dapper Care’s Licensed Services or Dapper Care Systems without valid Access Credentials. Notwithstanding Section ‎3.1  of these Terms and Conditions, the authorized status, validity, and veracity of any information provided by Customer or an Authorized User shall be subject to verification by Dapper Care at any time, in the Dapper Care’s sole discretion. Each Authorized User of Customer shall be deemed to have actual and apparent authority to act on Customer’s behalf, and Customer assumes all risk of use of Access Credentials by such Authorized Users and any unauthorized use of such Access Credentials, and Customer shall be responsible for any activity through Customer’s Licensed Services account made through the use of the Access Credentials by any Person. 

1. Customer Data. 
   1. Customer Data is owned, submitted, and produced entirely by the Customer and its Authorized Users. Customer and its Authorized Users shall be fully responsible for the Customer Data submitted, stored, transmitted, used and shared within the Licensed Services including its content, use, accuracy, completeness, and timeliness. Customer is responsible to maintain all Customer Data as accurate, complete, and up-to-date. Customer and its Authorized Users acknowledge and agree that all recording, intercepting, receiving and storing of any data through text messages, video or other communications by them within, through or using the Licensed Services shall be lawful, intentional and result only after full disclosure thereof to the individual patient or other Person(s) affected and with such Person’s full consent (to the extent required by applicable Law). For each product offering contained in the Licensed Services, the Customer shall only transmit Customer Data that is appropriate for each such offering contained in the Licensed Services. Customer represents and warrants that it owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Dapper Care and Processed in accordance with these Terms and Conditions, Dapper Care’s use of the Customer Data as permitted under these Terms and Conditions does not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any Person or violate any applicable Law. Customer shall comply with all Laws, regulations, industry standards, licensure requirements and ethical obligations that are directly or indirectly applicable to Customer or those with whom or which Customer is affiliated (the “Requirements”); that Customer and its Representatives shall be responsible for complying with the Requirements, obtaining and maintaining all individual consents or authorizations, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view Personal Information and, in particular, personally identifiable health information.
   2. Dapper Care and its Representatives shall have the right to monitor, store, review and use Customer Data inclusive of individually identifiable health information in connection with the operation or use of the Licensed Services and Dapper Care Materials.
   3. Dapper Care neither represents, warrants, or guarantees that the Customer Data is accurate, complete, timely, or authentic. Customer and its Authorized Users acknowledge and agree that Dapper Care shall not be liable for any claims, losses, and damages resulting from Customer’s and its Authorized User’s access, use, misuse of the Customer Data made available through the Licensed Services, or damages resulting from the access or use of Customer Data posted by other Persons.
      

5. Security

1. 1. Backups. The Licensed Services do not replace the need for Customer to maintain regular data backups or redundant data archives. DAPPER CARE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA. 
   2. Dapper Care Systems. Dapper Care will use commercially reasonable data security measures in connection with the Licensed Services.
   3. Access and Security. Customer shall employ physical, administrative and technical controls, screening and security procedures and other safeguards necessary to securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Licensed Services.

6. Government Access

Government Access to Records. To the extent applicable under Section 1861(V)(1)(I) of the Social Security Act, until the expiration of 4 years after the furnishing of services pursuant to these Terms and Conditions, Dapper Care shall make available, upon written request to the Secretary of Health and Human Services, or upon request to the Comptroller General, or any of their duly authorized representatives, these Terms and Conditions, any subcontracts, and any books, documents and records of Dapper Care that are necessary to certify the nature and extent of the costs claimed to Medicare and/or Medicaid with respect to the Licensed Services provided under these Terms and Conditions. If Dapper Care carries out any of its duties under these Terms and Conditions through a subcontract, with a value of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of 4 years after the furnishing of services under that subcontract, the subcontractor shall make available, upon written request to the Secretary or to the Comptroller General, or any of their duly authorized representatives, the subcontract, and, as applicable, such books, documents and records of related organization that are necessary to certify the nature and extent of the costs claimed to Medicare and/or Medicaid with respect to the services provided by the subcontractor. Should either the Secretary of the Department of Health and Human Services or the Comptroller General ever request to examine any books, documents, and/or records of Dapper Care or Dapper Care’s Subcontractors related to these Terms and Conditions, Dapper Care shall immediately notify Customer of such request.

7. Fees

Fee Payment Terms. Fees and payment terms will be paid in accordance with the MSA.

8. Intellectual Property Rights.

1. 1. Licensed Services and Dapper Care Materials. As between the Parties, all right, title and interest in and to the Licensed Services and other Dapper Care Materials, including the graphic user interface, “look and feel” and all other text, design, graphics, logos, icons, images, audio or video clips, downloads, interfaces and code, software, and Intellectual Property Rights therein, are and will remain with property of Dapper Care and all Intellectual Property Rights in and to any Third Party Materials are reserved to the respective rights holders in the Third Party Materials. Customer has no right, license or authorization with respect to using any of the Licensed Services or Dapper Care Materials (including Third Party Materials) except as expressly set forth in Section 3.1 or the applicable third-party license in respect of Third Party Materials, in each case subject to Section 3.2. Dapper Care neither warrants nor represents that use of Licensed Services or Dapper Care Materials, with the addition of Customer Data, will not infringe rights of third-parties. 
   2. Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data: (a) to Dapper Care, its Subcontractors and the Dapper Care Personnel as are necessary or useful to perform the Licensed Services; and (b) to Dapper Care as are necessary or useful to enforce these Terms and Conditions and exercise its rights and perform its hereunder.
   3. License to Normalized Data. Customer grants Dapper Care a nonexclusive, worldwide, paid-up, royalty-free, perpetual right and license to Normalized Data, together with any compilations, abstracts, summaries, studies or other information derived by Dapper Care therefrom, to create derivative works of the Normalized Data and to use, copy, process, analyze, execute, reproduce, display, perform, transfer, distribute, and sublicense the Normalized Data to troubleshoot, improve, and extend the Services and other Dapper Care offerings. Subject to Customer’s sole continuing ownership of Customer Data and Normalized Data, Dapper Care shall own all products, solutions and services that it creates using such Normalized Data (including but not limited to any derivative works of the Normalized Data), and all of the Intellectual Property Rights embodied in and related to such products, solutions and services. Further, Customer shall not be entitled to any revenue, royalties, or other compensation for Dapper Care’s own use or disclosure of the Normalized Data in accordance with the license set forth in this Section. The rights to, and continued use of, the Normalized Data survives the termination of this Agreement.
      

  9. Term and Termination 

1. 1. Term. The term of these Terms and Conditions commences on the Effective Date, and by virtue thereof these Terms and Conditions are made effective contemporaneous with the MSA, and thereafter the Agreement continues through and until the earlier of (a) the termination of the MSA, (b) the expiration of the MSA, or (c) the termination of these Terms and Conditions pursuant to the provisions hereof (the “Term”).
   2. Termination. In addition to any other express termination right set forth in the MSA:
      1. Dapper Care may terminate these Terms and Conditions, effective on written notice to Customer, if Customer breaches any of its obligations under Section 3.2 (Authorization Limitations and Restrictions), Section 3.3 (Special Limit for Healthcare Providers);
   3. Effect of Expiration or Termination. Upon any expiration or termination of these Terms and Conditions, except as expressly otherwise provided in these Terms and Conditions:
      1. all rights, licenses, consents and authorizations granted by either Party to the other hereunder will immediately terminate (except that Dapper Care’s right to use Customer Data shall survive as long as necessary to facilitate a return thereof to Customer as contemplated below);
      2. Dapper Care shall make available for download by Customer for a period of 30-days from the expiration or termination of these Terms and Conditions, in Dapper Care’s standard format for the same, “protected health information” within the Customer Data; and following such 30-day period, Dapper Care shall have no obligation to retain and may permanently erase all Customer Data and Customer’s Confidential Information from all systems Dapper Care directly or indirectly controls; provided however, Dapper Care may retain copies of Customer Data and Customer’s Confidential Information that are stored on Dapper Care’s IT backup and disaster recovery systems until the ordinary course of deletion thereof in compliance with applicable laws and subject to the surviving terms of the BAA, as applicable;
      3. Customer shall immediately cease all use of any Licensed Services or Dapper Care Materials and (i) promptly return to Dapper Care, or at Dapper Care’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Dapper Care Materials or Dapper Care’s Confidential Information; and (ii) permanently erase all Dapper Care Materials and Dapper Care’s Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Dapper Care in a signed written instrument that it has complied with the requirements of this Section 9.3(c); and
      4. Dapper Care may disable all Customer and Authorized User access to the Licensed Services and Dapper Care Materials.
   4. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms and Conditions that, by its nature, should survive termination or expiration of these Terms and Conditions, will survive any expiration or termination of these Terms and Conditions: Section ‎3.2, Sections 6 through 8, Section 9.3, this Section ‎9.4,  Section 10, Section ‎11.1, and  Section ‎11.2.  

10. Disclaimer of Warranties

1. 1. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS AND CONDITIONS, IN THE MSA, AND THE SOW, ALL SERVICES AND DAPPER CARE MATERIALS ARE PROVIDED “AS IS” AND DAPPER CARE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND DAPPER CARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, DAPPER CARE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR DAPPER CARE MATERIALS, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
      
      1. DISCLAIMERS. THE SERVICES AND DAPPER CARE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DAPPER CARE RESERVES THE RIGHT TO RESTRICT, SUSPEND, OR TERMINATE ACCESS TO THE SERVICES OR DAPPER CARE MATERIALS OR ANY FEATURE OR PART THEREOF AT ANY TIME. BY USE OF THE SERVICES AND DAPPER CARE MATERIALS, CUSTOMER HEREBY ACKNOWLEDGES THAT THE SECURITY AND DATA PROTECTION PROVIDED BY DAPPER CARE IS DEPENDENT, IN PART, UPON ITEMS OUTSIDE THE CONTROL OF THE DAPPER CARE. SUCH ITEMS INCLUDE, BUT ARE NOT LIMITED TO, AUTHORIZED USER DEVICES, SETTING AND CONFIGURATION OF AUTHORIZED USER DEVICES, AND USE OR OPERATION OF THE SERVICES AND DAPPER CARE MATERIALS BY AUTHORIZED USERS IN A MANNER NOT IN COMPLIANCE WITH THE NORMS ESTABLISHED BY THE DAPPER CARE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT DAPPER CARE IS NOT LIABLE FOR ANY CUSTOMER DATA WHATSOEVER OR ANY INFORMATION INTERCEPTED OR OBTAINED BY UNAUTHORIZED THIRD PARTIES DUE TO REASONS OUTSIDE OF THE REASONABLE CONTROL OF DAPPER CARE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT PROTECTED HEALTH INFORMATION SHOULD NOT BE TRANSMITTED THROUGH ANY SMS MESSAGING FEATURE OF THE SERVICES AS IT IS NOT ENCRYPTED. THE SERVICES AND DAPPER CARE MATERIALS ONLY PROVIDE A FORUM FOR COMMUNICATION AND INFORMATION-SHARING AND DO NOT PROVIDE MEDICAL OR HEALTH CARE ADVICE, NOR RECOMMEND OR ENDORSE ANY SPECIFIC PHARMACEUTICALS, MEDICAL DEVICES, MEDICAL TESTS, PHYSICIANS, HEALTHCARE PROFESSIONALS OR ESTABLISHMENTS, PRODUCTS, PROCEDURES, “OFF-LABEL” PHARMACEUTICAL USES OR OTHER INFORMATION THAT MAY BE CONTAINED IN THE SERVICES OR DAPPER CARE MATERIALS.
         

11. Indemnification

1. 1. Indemnification. Both Parties agree to be fully responsible for, and agree to indemnify, defend and hold the other Party (the “Indemnified Party”), and its agents, and employees harmless against, all third party claims, losses, liabilities, damages, injuries, or expenses resulting from or arising in connection with (each, an “Action”): (i) a breach by either Party (the “Indemnifying Party”) of its obligations, representations or warranties under these Terms and Conditions, or (ii) any claim based upon any negligent or willful act or omission by the Indemnifying Party, its agents or employees. Notwithstanding the foregoing, this provision shall not apply to the BAA. Customer shall also indemnify, defend and hold harmless Dapper Care and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a “Dapper Care Indemnitee”) from and against any and all Losses incurred by such Dapper Care Indemnitee arising out of or relating to any Action by any Person (other than an Affiliate of a Dapper Care Indemnitee) that arise out of or relate to any: (a) Customer Data, including any Processing of Customer Data by or on behalf of Dapper Care in accordance with these Terms and Conditions; or (b) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Customer or any Authorized User, including Dapper Care’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Dapper Care.
   2. Indemnification Procedure. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any Action for which the Indemnified Party believes it is entitled to be indemnified pursuant to Section 11.1 or 11.3. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
   3. Infringement Indemnification. In addition to the foregoing, Dapper Care will, at Dapper Care’s own expense, indemnify, defend, and hold harmless Customer against any third parties’ claim, allegation, or action alleging that any Licensed Services provided under these Terms and Conditions infringe on or misappropriate any United States patent or copyright In the event of any such claim or threatened claim, Dapper Care may at its option and expense,  do one of the following: (i) procure for Customer the right to continue to use the Licensed Services, (ii) replace or modify the Dapper Care Services so they are non-infringing, or (iii) terminate access to the affected Licensed Services and refund all unearned prepaid fees paid by Customer for such affected Licensed Services.
      

12.Limitations of Liability.

The provisions regarding limitation of liability and the liability cap which are found in the MSA.