Terms & Conditions

These Terms and Conditions for Lenora Health’s software and services offerings, together with its appendices, (the “Terms”) were last updated on November 4, 2025 (“Effective Date”) and apply to Program Descriptions executed on or after the Effective Date.
These Terms and Conditions apply to and govern the underlying agreement between Client and Lenora Health (the "Agreement"), including all Program Descriptions executed thereunder.

1. Term and termination

Term. The Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with this Section 1 (the "Term").
Termination of Agreement.
1. For Convenience. Either Party may terminate the Agreement for convenience upon ninety (90) days' written notice; provided, however, that such termination right shall not be effective until the termination or expiration of all active Program Descriptions between the parties. Term and termination provisions specific to each Program Description shall be set forth in the applicable Program Description. For avoidance of doubt, neither party may terminate a Program Description for convenience uness explicitly stated therein.
2. Termination for Cause. Either Party may terminate the Agreement immediately upon written notice in the event the other Party: (a) fails to pay any amount when due hereunder and fails to cure such breach within ten (10) days of receipt of written notice; (b) materially breaches any other provision of the Agreement and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching Party; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the breaching Party shall have up to sixty (60) days to cure such breach if it commences cure within the initial thirty (30) day period and diligently pursues such cure to completion; or (c) commits a material breach that cannot be cured, including but not limited to: (i) unauthorized disclosure of Confidential Information, (ii) material violation of intellectual property rights, (iii) material breach of data security or privacy obligations, or (iv) any breach that would cause the non-breaching Party to violate applicable law. Upon termination for cause, the breaching Party shall remain obligated to pay all Fees earned through the effective date of termination, and such termination shall automatically terminate all Program Descriptions then active under the Agreement.
Effect of Termination. Upon termination or expiration of the Agreement or any applicable Program Description: (i) Client shall pay all applicable Fees; including any Fees earned through the effective date of termination and any wind-down costs; (ii) Lenora Health shall provide reasonable transition assistance for a period of up to sixty (60) days, at Client's expense; and (iii) each Party shall return or, at the disclosing Party's election, destroy all Confidential Information of the other Party in its possession and control, except as otherwise provided in this Section 1. Lenora Health may retain Client Data to comply with Applicable Laws, to the extent necessary to exercise the license granted in Section 5(c) with respect to Lenora Compiled Data.

2. ERISA fiduciary status

Lenora Health expressly accepts ERISA § 3(16) and § 3(21) fiduciary status for the functions delegated to it under the Agreement and the applicable Program Description, and does not disclaim that status. The healthcare management services (“HMS”) Lenora Health provides include functions for which Lenora Health exercises discretion and therefore acts as a fiduciary. The Parties acknowledge that, under ERISA, fiduciary status is determined by conduct and a contractual disclaimer is ineffective where the underlying conduct is fiduciary. Accordingly, in performing the HMS, Lenora Health (i) accepts the role of a discretionary administrator and co-fiduciary for the functions delegated to it — including plan design, vendor selection, care-program design, directing the TPA consistent with the plan documents, and the investment of plan-benefit dollars into Lenora-directed programs; (ii) maintains documentation of its fiduciary processes consistent with ERISA’s prudent-expert standard; and (iii) inspects and monitors its vendor agreements for the vendors’ own ERISA compliance. Client remains the Plan Sponsor and ERISA plan administrator of its Health Plans, retains all settlor functions, and retains the duty to prudently select and monitor Lenora Health. Lenora Health documents the delegated functions in a Fiduciary Delegation Addendum for each Health Plan and maintains fiduciary-liability insurance. The Client remains the Plan Sponsor and issues the plan documents and summary plan description; Lenora Health serves as program administrator and is not the ERISA plan administrator. Lenora Health discloses all direct and indirect compensation before the engagement begins so the arrangement is not a prohibited transaction; and where Lenora Health provides a financial guarantee through its captive, that guarantee is kept structurally separate from its fiduciary functions. Where Lenora Health directs a third-party administrator, that administrator contracts directly with and reports to the Client. Plan-benefit dollars are held in an account segregated by Client with no commingling, and any investment return on those dollars is disclosed to and shared with the Client. Certain ERISA terms specific to a transaction are set out in the applicable Agreement and Program Description.

3. Limited power of attorney

Any power of attorney a Client grants Lenora Health under an Agreement is subject to the following limitations. Lenora Health may not use it to (i) take any action that violates applicable law; (ii) act outside the governing plan documents; (iii) bind the Client to obligations beyond the Preferred Stack and program scope without the Client’s consent; or (iv) communicate with Members other than in compliance with HIPAA and applicable state insurance and consumer-protection law. Lenora Health exercises reasonable care in vendor oversight and is not liable for a third party’s failure to perform absent Lenora Health’s own failure to exercise reasonable care, and is not an ERISA fiduciary with respect to ministerial acts performed under the power of attorney.

4. Grandfathered programs

Programs a Client has in place on the effective date of its Agreement that are not part of Lenora Health’s standard model are grandfathered for the period stated in the Agreement or Program Description. Thereafter, Lenora Health may, each plan year and in its reasonable discretion, review the results of those programs and require their retention, modification, transition to a Lenora-approved structure, or removal based on Member needs and cost savings.

5. PLR adjustment

Lenora Health may adjust the Preferred Lenora Rate (“PLR”) on sixty (60) days’ written notice, supported by actuarially sound analysis, upon any of the following (in addition to any triggers stated in an Agreement): (a) a material adverse change in the Client’s employee demographics or risk-pool composition that increases expected utilization by more than ten percent (10%); (b) one or more catastrophic (“shock”) claims that materially impact aggregate experience and projections; (c) changes in federal, state, or local law, regulation, or mandate that directly increase healthcare or administrative cost; (d) material changes in the regulatory environment affecting self-insured plans, third-party administrators, or stop-loss insurance that directly impact cost; (e) increases in medical-inflation or pharmaceutical cost exceeding the PLR by more than five (5) percentage points; (f) the Client’s failure to follow Lenora Health’s recommended best practices where that failure materially impairs cost savings; or (g) force-majeure events that materially disrupt delivery or increase cost by more than twenty percent (20%). The Client may dispute a proposed adjustment within fifteen (15) days, and unresolved disputes proceed under the dispute-resolution provisions; during a dispute the Client pays the adjusted amount, subject to refund or credit if resolved in its favor.

6. Fees, billing and payment

Billing & Fees. In consideration of the provision of the HMS, Client shall pay the fees invoiced by Lenora Health as described in the relevant Program Description (the “Fees”).
1. The Parties agree that (A) such Fees represent reasonable compensation for the HMS Lenora Health provides, and (B) the HMS described in each Program Description are reasonably necessary for the operation of the Health Plans.
2. Payment shall be due within thirty (30) days of the invoice date unless otherwise specified in the Program Description.
3. All Fees are exclusive of any applicable taxes, duties, or similar governmental charges, which shall be paid by Client in addition to the Fees.
Late Payments. Lenora Health reserves the right, in addition to any other rights or remedies available at law or in equity, to charge interest on any late payment of Fees from the due date until the date of actual payment at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. All payment obligations of Client accruing prior to or upon termination of the Agreement shall survive termination. Client shall also remain obligated to pay for any HMS provided during any notice period and for any wind-down services provided by Lenora Health.
Non-Fee Compensation. To the extent that Lenora negotiates discounts, rebates, or other price concessions with providers, pharmaceutical manufacturers, or other vendors on a portfolio-wide basis, without regard to any particular Health Plan, Lenora Health may retain such discounts or rebates for its sole benefit; provided that any credits, rebates, or allowances a Client agrees in a Program Description to pass through to Lenora Health are applied as set forth in that Program Description, including to fund member-care programs. Client acknowledges that such retained amounts do not constitute plan assets under ERISA.
Payment Compliance. Client represents and warrants that it shall not transfer any Fees to Lenora Health that would be considered plan assets under ERISA or Department of Labor regulations. Client shall indemnify and hold harmless Lenora Health from any claims, liabilities, or penalties arising from Client's breach of this provision.

7. Claims direction and administration; licensing

Consistent with its fiduciary role and the governing plan documents, Lenora Health may direct the third-party administrator’s adjudication, payment, and settlement of benefit claims at its discretion, and Lenora Health or a licensed Lenora affiliate may itself serve as the third-party administrator. Lenora Health will obtain and maintain all licenses and registrations required to perform these functions and will not perform any function for which a license is required unless it (or its affiliate) holds that license. Where Lenora Health or an affiliate acts as the third-party administrator, any resulting affiliate compensation is disclosed to the Client and billed transparently. Except as so licensed, Lenora Health does not undertake and shall not be deemed to: (i) be an insurance carrier, underwriter, or reinsurer, or act on behalf of an insurer; (ii) provide utilization review except as permitted by applicable law; or (iii) provide health professional services, control the practice of any healthcare professional, or otherwise direct the practice of medicine. To the extent any portion of the HMS would, absent the required licensure, be construed to violate Applicable Laws, the Parties shall work together in good faith to modify the affected provisions to comply with Applicable Laws while preserving the intended economic and commercial terms of the Agreement to the maximum extent possible.

8. Data access and protection

Access to Information. Client will provide (or instruct its broker, TPA, or other third party to provide) to Lenora Health access to all data (including, without limitation, healthcare claims data), information, instruments and documents which may be reasonably requested by Lenora Health (including Member data) and that are necessary to perform the HMS and to otherwise carry out its obligations under the Agreement, in each case to the extent not otherwise prohibited by Applicable Laws (“Client Data”). Client acknowledges that timely provision of complete and accurate Client Data is essential to Lenora Health's performance, and Client shall be responsible for ensuring that third parties under its control or with whom it has contractual relationships provide such data. To the extent Client is unable to obtain required data from third parties after diligent efforts, Client shall promptly notify Lenora Health and the parties shall work together in good faith to obtain alternative data sources or adjust the scope of services accordingly, with appropriate Fee adjustments if Lenora Health's obligations are materially reduced. Client Data shall be provided to Lenora Health in the manner, timeframe, and format agreed by the Parties in writing (including through application protocol interface, virtual private network, or other data transfer protocol), and Client shall work with Lenora Health to assist in obtaining access to any applicable data maintained by third parties. If the Parties cannot agree on the manner, timeframe, or format within thirty (30) days of Lenora Health's request, Lenora Health may specify reasonable data delivery requirements consistent with industry standards for similar healthcare data. The Parties agree to process personal information contained in Client Data in accordance with all Applicable Laws. Without limiting the generality of the foregoing, Client has obtained and shall maintain all necessary rights, licenses, permissions, and consents to use and provide to Lenora Health, and to authorize Lenora Health to use, all Client Data as contemplated by the Agreement.
Reservation of Rights. Except as expressly granted in the Agreement, there are no other licenses granted to either Party, express, implied or by way of estoppel.
Data License. As between the Parties, Client owns all Client Data. Client hereby grants Lenora Health a fully paid, worldwide, non-exclusive license to use Client Data as necessary for Lenora Health to provide the HMS and/or the Lenora Platform. Lenora Health may collect and compile Client Data and other information in an anonymized manner (in accordance with HIPAA de-identification standards under 45 C.F.R. § 164.514) for various purposes, including compilation of statistical and performance information related to the HMS and the provision and operation of the Lenora Platform. Client hereby grants Lenora Health a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, assignable, transferable, sublicensable license to reproduce, distribute, modify, and otherwise use and display Client Data as and to the extent incorporated within such collections and compilations (“Lenora Compiled Data”).
Compliance with Laws. For the purposes of the Agreement, “Applicable Laws” means: (i) the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, including but not limited to 45 C.F.R. Parts 160 and 164 (collectively, “HIPAA”), as amended from time to time; (ii) all privacy, security, data protection, and workplace privacy laws, rules, and regulations of any applicable jurisdiction (including, without limitation, the United States and each state of the United States), and all then-current industry standards, guidelines, and practices with respect to privacy, security, data protection, direct marketing, consumer protection, and workplace privacy, including the collection, processing, storage, protection, and disclosure of personal information; and (iii) any and all other laws, regulations, statutes, ordinances, and other rules and legal requirements applicable to either Party or both Parties. To the extent any data processing under a respective Program Description requires additional contractual commitments to comply with all Applicable Laws, the Parties will in good faith negotiate and agree to such additional commitments by entering into applicable addendums to the Agreement, including but not limited to any necessary Business Associate Agreements and Data Processing Agreements, as each may be applicable, in forms mutually agreed upon by the Parties. Such addendums shall be executed within thirty (30) days of either Party's written request, and neither Party shall unreasonably withhold, condition, or delay execution of such addendums when required for legal compliance.

9. Confidential information

“Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the disclosing Party considers confidential or proprietary, in each case whether or not marked, designated, or otherwise identified as “confidential.” Confidential Information does not include information that, at the time of disclosure: (a) is generally available to the public or otherwise part of the public domain at the time of disclosure; (b) is generally available to the public or otherwise part of the public domain after its disclosure, other than through any act or omission of the receiving Party; (c) is already known to the receiving Party, other than under an obligation of confidentiality; or (d) is developed independently by the receiving Party without any direct or indirect use of the applicable Confidential Information. For the avoidance of doubt, Confidential Information includes: (i) all Client Data, in the case of Client; and (ii) all Lenora Health IP (as defined below), in the case of Lenora Health. Neither Party shall: (i) use any Confidential Information belonging to the other Party, except as necessary to perform its obligations or exercise its rights under the Agreement; or (ii) disclose any Confidential Information belonging to the other Party to any third party, except those of its affiliates, officers, directors, members, shareholders, employees, agents, or consultants (“Representatives”) who have a need to know the applicable Confidential Information in connection with the performance of obligations under the Agreement and who are bound by obligations of confidentiality with respect to Confidential Information that are at least as stringent as those in the Agreement (“Representatives”). Each Party shall be responsible for any breach of this Section 6 by its Representatives. It shall not be a breach of the Agreement for a receiving Party to disclose the disclosing Party’s Confidential Information where, but only to the extent that, such disclosure is required by law or applicable legal process, provided in such case the receiving Party shall reasonably cooperate in protecting the confidential nature of the Confidential Information which must so be disclosed.

10. Intellectual property

Lenora Health IP. As between the Parties, Lenora Health shall own all right, title, and interest in and to the Lenora Platform, any documentation or materials created by or on behalf of Lenora Health for its provision of the HMS (“HMS Materials”), all intellectual property embodied in the Lenora Platform and HMS Materials (“Lenora Health IP”) and all derivative works created from any of the foregoing. Lenora Health IP includes Lenora Compiled Data but does not include Client Data.
Feedback License. Client hereby grants Lenora Health a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Lenora Health IP any suggestion, enhancement, request, recommendation, or other feedback related to the Lenora Health IP provided by Client (any “Feedback”). Feedback shall not be considered Client’s Confidential Information pursuant to the Agreement.
Developments. Except as otherwise set forth in a separate written agreement between the Parties, all inventions, works of authorship, and developments conceived, created, written, or generated by or on behalf of Lenora Health, whether solely or jointly, including without limitation, in connection with the Lenora Health IP and all Intellectual Property Rights therein, shall be the sole and exclusive property of Lenora Health.

11. Representations and warranties

Mutual Representations. Each Party represents and warrants to the other that: (i) it has the full corporate power and authority to execute and deliver the Agreement and to perform its obligations hereunder; (ii) the execution, delivery and performance of the Agreement have been duly authorized by all necessary corporate action; (iii) the Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms; (iv) the execution and performance of the Agreement will not violate any law, regulation, order, or agreement binding on such Party; and (v) no consent, approval, authorization, or other action by any governmental authority is required for such Party's execution, delivery or performance of the Agreement.
Lenora Health Representations. Lenora Health represents and warrants that: (i) it will perform the HMS in a professional and workmanlike manner in accordance with industry standards for similar healthcare management services; (ii) it has and will maintain all licenses, permits, and certifications required to provide the HMS under applicable law; (iii) the HMS and Lenora Platform will be free from material defects and will perform materially in accordance with the applicable documentation; and (iv) to its knowledge, the Lenora Platform and HMS Materials do not infringe any third party intellectual property rights.
Client Representations. Client represents and warrants that: (i) it has obtained and will maintain all necessary rights, consents, and authorizations to provide Client Data to Lenora Health and to authorize Lenora Health's use of such data as contemplated by the Agreement; (ii) the Client Data, as provided to Lenora Health, will be accurate and complete in all material respects; (iii) it will comply with all applicable laws and regulations relating to its Health Plans and the provision of employee benefits; and (iv) it is not subject to any regulatory sanctions or enforcement actions that would materially impair its ability to perform under the Agreement.
Disclaimers. THE LENORA PLATFORM AND HMS ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH ABOVE, LENORA HEALTH MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR COURSE OF DEALING. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE LENORA PLATFORM AND HMS ARE NOT INTENDED TO BE OR TO INCLUDE, AND DOES NOT CONSTITUTE, FINANCIAL, ACCOUNTING, LEGAL, INVESTMENT, INSURANCE, COMPLIANCE OR HEALTHCARE ADVICE OR COUNSEL, AND THAT LENORA HEALTH MAKES NO GUARANTEE OF SPECIFIC COST SAVINGS, UTILIZATION RESULTS OR MEDICAL OR COMMERCIAL OUTCOMES, AND AS BETWEEN THE PARTIES, CLIENT IS SOLELY RESPONSIBLE FOR ITS OWN COMPLIANCE WITH ALL APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, OBTAINING ALL NECESSARY CONSENTS CONCERNING THE CLIENT DATA).

12. Indemnification

Client Indemnity. Client shall defend, indemnify, and hold harmless Lenora Health and its Representatives, successors, and permitted assigns from any and all losses, liabilities, damages (including attorneys’ fees), causes of actions, or any other claims by any third party arising from any third party claims resulting from: (i) any actual or alleged infringement, misappropriation or violation of any right of a third party with respect to Client Data; (ii) any violation by Client of any Applicable Laws, excluding any violation resulting from joint acts or omissions by both Lenora Health and Client; (iii) Client’s gross negligence or willful misconduct; (iv) any disputes between Client and any Client Vendor, except to the extent such dispute arises from any negligent or willful act or omission of Lenora Health; or (v) any actual or alleged breach of the Agreement by Client.
Lenora Health Indemnity. Lenora Health shall defend, indemnify and hold harmless Client and its Representatives, successors, and permitted assigns from any and all losses, liabilities, damages (including attorneys’ fees), causes of actions, or any other claims by any third party arising from any third party claims resulting from: (i) any violation by Lenora Health of any Applicable Laws, excluding any violation related to ERISA where both Parties participated in the acts or omissions at issue; (ii) Lenora Health’s gross negligence or willful misconduct; (iii) any actual or alleged breach of the Agreement by Lenora Health; or (iv) any actual or alleged infringement, misappropriation or violation of any right of a third party with respect to the HMS and/or Lenora Platform.

13. Dispute resolution and limitation of liability

Dispute Resolution.
1. Both Parties agree that any controversy or claims between the Parties arising out of or relating to these Terms, the Agreement, and/or the Services, or breach thereof (collectively, “Disputes”), including the arbitrability of the dispute itself, shall be governed by the dispute resolution procedure outlined below.
2. Before filing a claim against the other Party, each Party agrees to try to resolve the Dispute informally in good faith. If a Dispute is not resolved within 15 days after written notice of such Dispute, either Party may bring a formal proceeding, as outlined below.
3. Unless prohibited by applicable law, following the good faith effort to resolve a Dispute, any the Dispute shall be settled by final and binding arbitration (to be held in English) in the State of New York in accordance with the arbitration rules and procedures of JAMS then in effect by a single JAMS arbitrator with substantial experience in resolving complex commercial contract disputes under State of New York law, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues.
4. The arbitration process may be conducted online, through written submissions, and/or by telephone, as chosen by the party initiating the arbitration, without requiring personal appearances by the parties or witnesses unless mutually agreed upon by the Parties.
5. Any claim or dispute under the Agreement must be initiated for mediation and/or arbitration within two (2) years from its accrual date. Any claim or dispute initiated two (2) years or longer from its accrual date shall be time-barred and dismissed.
6. Exceptions to Agreement to Arbitrate: Lenora Health may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or Materials, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
7. CLIENT MAY ONLY RESOLVE DISPUTES WITH LENORA HEALTH ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN’T ALLOWED UNDER THE AGREEMENT.
Limitation of Liability.
1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT AND/OR IN ANY WAY RELATING TO THE LENORA PLATFORM OR THE HMS FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, OR DAMAGE TO REPUTATION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THIS SECTION SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
2. IN NO EVENT SHALL LENORA HEALTH’S TOTAL LIABILITY FOR DIRECT DAMAGES IN CONNECTION WITH THE AGREEMENT AND/OR IN ANY WAY RELATING TO THE LENORA PLATFORM OR THE HMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL GROSS MARGINS LENORA HEALTH DERIVES FROM FEE ARRANGEMENTS WITH CLIENT IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LENORA HEALTH’S LIABILITY AND THE RELATED CLAIM OR CAUSE OF ACTION.
3. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY CLAIMS, INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR VIOLATIONS OF APPLICABLE DATA PROTECTION LAWS; PROVIDED, HOWEVER, THAT EACH PARTY’S LIABILITY IN CONNECTION WITH ITS RESPECTIVE INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT SHALL NOT EXCEED ONE MILLION U.S. DOLLARS (USD $1,000,000.00).

14. Miscellaneous

Affiliates. With respect to any Party, means any entity that directly or indirectly controls, is controlled by, or is under common control with, such Party, where "control" means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities or other ownership interests of such entity, or the possession, directly or indirectly, of the power to direct the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
Survival. The following provisions shall survive any termination or expiration of the Agreement: (i) all payment obligations that have accrued prior to termination (Section 3); (ii) confidentiality obligations (Section 6); (iii) intellectual property provisions (Section 7); (iv) representations and warranties that by their nature should survive (Section 8); (v) indemnification obligations (Section 9); (vi) dispute resolution and limitation of liability (Section 10); (vii) data protection obligations and Client's obligation to return or destroy Confidential Information upon Lenora Health's request (Section 5); (viii) any wind-down services and related payment obligations; and (ix) any other provision that by its nature is intended to survive termination or expiration of the Agreement. The survival of these provisions shall not limit either Party's right to pursue remedies for any breach occurring prior to termination.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices must be sent to the addresses set forth in the Agreement or to such other address as either Party may designate in writing.
Assignment. The Agreement may not be assigned by Client, without the prior written consent of Lenora Health. Notwithstanding the foregoing, either Party may assign the Agreement without consent in connection with the sale of all or substantially all of its assets, merger, sale of equity or similar transaction, or other change in control without the need for prior consent. The Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 11(d) shall be void and of no effect.
Independent Contractors. The relationship between the Parties is that of independent contractors. Except for the ERISA fiduciary status Lenora Health accepts under the ERISA Fiduciary Status section and any power of attorney granted under an Agreement, nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party except as expressly provided in an Agreement or a power of attorney granted thereunder.
Governing Law and Jurisdiction. The Agreement (including these Terms) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to the Agreement shall be brought exclusively in the federal or state courts located in New York County, State of New York, and each Party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to venue in such courts. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to the Agreement.
Force Majeure. Except for Client’s payment obligations hereunder, neither Party will be liable to the other Party or any third party for failure or delay in performing its obligations under the Agreement when such failure or delay is due to any cause beyond the control of the Party concerned, including, without limitation, acts of God, pandemic, governmental orders or restrictions, fire, flood, earthquake, labor disputes, or telecommunications failures, provided that the affected Party: (i) provides prompt written notice to the other Party of such force majeure event; (ii) uses commercially reasonable efforts to mitigate the effects of such event; and (iii) upon cessation of such event, promptly resumes performance of its obligations hereunder. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the Agreement upon written notice to the other Party.
Amendment. Lenora Health shall provide Client with thirty (30) days' prior written notice of any material amendments to these Terms. Client's continued use of the Services following such notice period shall constitute acceptance of the amended Terms and Conditions.