Master Service Agreement (MSA)
This agreement describes the relationship between Move Health, LLC (“Move Health”) and its customers. By accepting this agreement, either by indicating your acceptance or by executing an order form that references this agreement, you agree to the terms (the “Terms”) of this agreement and will be referred to as “You” or “Customer” in this agreement. This page describes and sets forth the general legal terms governing the relationship between the parties (collectively, the “Agreement”).
This Agreement, including its Terms, was last updated on 01-22-2025. It is effective between You and Move Health, LLC, an Indiana Limited Liability Company with offices at 401 SE 6th St, Ste 205, Evansville, IN 47713 (“Move Health”) as of the date You accepted this Agreement (the “Effective Date”).
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 THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE MOVE HEALTH’S SERVICES.
You agree as follows:
1. Definitions. Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
1.1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer and Personnel to access the Move Health Offering.
1.2. “Reports/Materials” means results, final assessments, reports, materials and documentation made available to Customer as part of the Services.
1.3. “Clients” mean the clients of Customer who are authorized by Customer to access the Move Health Offering and use the Services pursuant to Customer’s rights under this Agreement.
1.4. “Customer Data” means all data and information submitted to Move Health by or on behalf of Customer, its Personnel, and/or Clients.
1.5. “Move Health Offering” means Move Health’s proprietary technology, access to licensed and certified agents for guidance and enrollment, healthcare planning software-as-a-service toolkits, and any enhancements, modifications, and improvements thereto.
1.6. “Documentation” means the technical materials provided by Move Health to Customer in hard copy or electronic form describing the use and operation of the Move Health Offering.
1.7. “Personnel” means employees and subcontractors of Customer, including financial advisors.
1.8. “Services” means any services provided by Move Health to Customer or Clients under this Agreement, including, but not limited to, provision of the Move Health Offering, as further described in this Agreement.
2. MOVE HEALTH OFFERING
2.1. Access to Move Health Offering. Subject to Customer’s payment of the fees set forth in the applicable order form, as may be updated from time to time by Move Health upon notice to Customer (“Fees”), Move Health will provide Customer with access to the Move Health Offering. On or as soon as reasonably practicable after the Effective Date, Move Health will provide to Customer the necessary passwords, security protocols and policies and network links or connections and other Access Protocols necessary to allow Customer and Personnel to access the Move Health Offering in accordance with this Agreement and the Documentation. Customer will use commercially reasonable efforts to safeguard, and ensure all Personnel safeguards, their Access Protocols and prevent unauthorized access to, or use of, the Move Health Offering, and notify Move Health promptly of any such unauthorized use known to Customer.
2.2. Grant of Rights. Subject to the terms and conditions of this Agreement, Move Health grants to Customer a non-exclusive, non-transferable (except as permitted under Section 11.5) right during the Term (as defined below), for Customer’s internal business purposes, (a) to access and use the Move Health Offering in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation and the Reports/Materials solely to support Customer’s use of the Move Health Offering. Customer may permit any Client to access and use certain features and functions of the Move Health Offering for the purpose of assisting Customer to provide healthcare planning solutions to Clients. Customer acknowledges and agrees that each Client is required to electronically agree to Move Health’s standard terms of service agreement prior to accessing and/or using any Move Health Offering.
2.3. Restrictions. Customer will not, and will not permit any Personnel, Client or other party to: (a) allow any third party to access the Move Health Offering, Reports/Materials or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Move Health Offering, Reports/Materials or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Move Health Offering or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Move Health Offering, except as permitted by law; (e) interfere in any manner with the operation of the Move Health Offering or the hardware and network used to operate the Move Health Offering; (f) modify, copy or make derivative works based on any part of the Move Health Offering or Documentation; (g) access or use the Move Health Offering to build a similar or competitive product or service; (h) attempt to access the Move Health Offering through any unapproved interface; or (i) otherwise use the Move Health Offering, Reports/Materials or Documentation in any manner that exceeds the scope of use permitted under Section 2.2 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Move Health Offering will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Move Health or its licensors on the Reports/Materials or any copies thereof.
2.4. Open Source Software. Certain items of software may be provided to Customer with the Move Health Offering and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 2.4 or 9. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Move Health makes such Open Source Software, and Move Health’s modifications to that Open Source Software, available by written request at the notice address specified below.
2.5. Hosting. Move Health will, at its own expense, provide for the hosting of the Move Health Offering, provided that nothing herein will be construed to require Move Health to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Client to access the Move Health Offering from the Internet.
3. PROFESSIONAL SERVICES
3.1. Support Services. Subject to the terms and conditions of this Agreement, Move Health will exercise commercially reasonable efforts to (a) provide support for the use of the Move Health Offering to Customer, Personnel and Clients, and (b) keep the Move Health Offering operational and available to Customer, in each case in accordance with its standard policies and procedures.
3.2. Non-solicitation. During the Term of this Agreement and for a a period of twelve (12) months thereafter, neither party shall, directly or indirectly, in any manner solicit, hire, or induce for employment or engagement any person who performed any work under this Agreement who is then in the employment or engagement of the other party.
4. Intellectual Property
4.1. Ownership. The Move Health Offering, Reports/Materials and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Move Health and its suppliers. All rights in and to the Move Health Offering, Reports/Materials and Documentation not expressly granted to Customer in this Agreement are reserved by Move Health and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Move Health Offering, Reports/Materials, Documentation, or any part thereof.
4.2. Customer Data. As between the parties, Customer owns all Customer Data. Customer hereby grants to Move Health a non-exclusive, non-sublicensable, non-transferable right and license to (a) copy, distribute, display, create derivative works of and use the Customer Data to perform the Services for Customer and Clients, and (b) during and following the expiration or termination of the Term, use the Customer Data in an aggregated and anonymized form to: (i) improve the Services and Move Health’s related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Services, provided, however, that no Customer-only statistics will be disclosed to third parties without Customer’s consent. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Move Health regarding the Customer Data, or any part thereof. Customer and Client shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
Move Health is obligated to retain all data related to health policies initiated by Clients under this Agreement for the duration required by applicable regulations of CMS (Centers for Medicare & Medicaid Services) and HHS (Department of Health and Human Services). Such retention will be limited to fulfilling regulatory compliance and audit requirements.
Additionally, Move Health is authorized to use data related to health policies to provide ongoing support for the administration and servicing of enrolled coverage, including but not limited to claims assistance, policy updates, and customer inquiries. Move Health may also use such data to facilitate renewals or modifications of existing coverage, ensuring compliance with applicable laws and regulations. This use is strictly limited to the scope necessary to support the Client's health policy lifecycle and improve the Services provided by Move Health.
These obligations regarding the retention and authorized use of Client data will survive the termination or expiration of this Agreement.
4.3. Reports/Materials. Subject to the terms and conditions of this Agreement, Move Health grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 11.5), non-sublicensable license to use the Reports/Materials solely for internal business purposes and client presentation.
4.4. Feedback. Customer hereby assigns to Move Health all rights to any suggestions, feature requests, recommendations or other feedback provided by Customer, including Personnel, relating to the Services (“Feedback”) and agrees that Move Health shall have the right to use such Feedback in any manner it deems appropriate. Move Health will not identify Customer or Personnel as the source of any such Feedback.
5. Fees and Expenses
5.1. General. In consideration for the access rights granted to Customer and the Services performed by Move Health under this Agreement, Customer will pay to Move Health the applicable Fees, in accordance with the payment terms specified in an order form or pricing order executed on the Effective Date. Customer will maintain with Move Health complete, accurate and up-to-date Customer billing and contact information at all times. If payment is not received by the due date, Move Health reserves the right to (i) charge interest on past due amounts at one and a half percent (1.5%) or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery (including reasonable attorneys’ fees), (ii) suspend Customer’s access to the Move Health’s Offering until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate the applicable order form. Payment for all invoices is due within thirty (30) days of Customer’s receipt of the applicable invoice.
5.2. Initial Subscription Term. Except as otherwise provided in the applicable order form or pricing order, the Fees during the Initial Subscription Term shall be (i) fixed as a baseline amount of Client Accounts during the Initial Subscription Term and (ii) charged or invoiced upon execution of such order form.
5.3. Additional Accounts. Customer acknowledges that Move Health sells Client Accounts in on a per user basis. If Customer or its Personnel add Accounts in excess of their purchased number, Move Health has the right to collect fees for applicable Accounts at the price determined in the pricing order executed on the Effective Date.
5.4. Renewal Subscription Term. Except as otherwise provided in the applicable order form, Fees for any renewal Subscription Term shall be: (i) subject to up to a seven percent (7%) increase above the applicable pricing in the prior Subscription Term, unless Move Health provides notice of different pricing at least thirty (30) days prior to the applicable renewal Subscription Term; and (ii) invoiced approximately thirty (30) days prior to the start of each subsequent Subscription Term.
5.5. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Move Health’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Move Health Offering to Customer. Customer will make all payments of Fees to Move Health free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Move Health will be Customer’s sole responsibility, and Customer will provide Move Health with official receipts issued by the appropriate taxing authority, or such other evidence as the Move Health may reasonably request, to establish that such taxes have been paid.
6. Warranties and Disclaimers
6.1. General Representations. Each party represents and warrants that: (a) as of the Effective Date and throughout the Term, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Agreement, or use of the Services, will not conflict with or violate any provision of any law having applicability to such party; and (c) that the Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
6.2. Compliance with Laws. Customer will use the Services in accordance with all applicable laws, rules and regulations.
6.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. MOVE HEALTH DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE.
6.4. NOT INTENDED AS MEDICAL ADVICE. YOU ACKNOWLEDGE THAT THE INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION SERVICES RENDERED BY MOVE HEALTH, ITS EMPLOYEES OR CONTRACTORS TO YOUR CLIENTS, IS NOT INTENDED AS MEDICAL ADVICE OF ANY KIND NOR IS IT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE INFORMATION OBTAINED THROUGH THE SERVICES SHOULD NOT BE INTERPRETED OR CONSTRUED IN ANY WAY AS A REPLACEMENT OR SUBSTITUTE FOR MEDICAL ADVICE PROVIDED BY A CLIENT’S HEALTHCARE PROVIDER. YOUR CLIENTS SHOULD NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE OR TREATMENT FROM THEIR HEALTHCARE PROVIDER DUE TO ANY INFORMATION OBTAINED THROUGH THE SERVICES.
7. Limitation of Liability
7.1. Types of Damages. IN NO EVENT WILL EITHER PARTY, OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
7.2. Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY, TOGETHER WITH ITS CONTRACTORS, AGENTS AND EMPLOYEES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, TO THE OTHER PARTY WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO MOVE HEALTH DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR FOR DEATH OR PERSONAL INJURY.
7.3. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 7 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
8. Confidentiality
8.1. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. Information will not constitute the other party’s Confidential Information if it (i) is already known by the Receiving Party without obligation of confidentiality; (ii) is independently developed by the Receiving Party without access or reference to the Disclosing Party’s Confidential Information; (iii) is publicly known without breach of this Agreement; or (iv) is lawfully received from a third party without obligation of confidentiality. The Receiving Party will not use or disclose any Confidential Information except as expressly authorized by this Agreement and will protect the Disclosing Party’s Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. For purpose of clarity, Move Health may disclose the Customer Data to employees and contractors in order to provide the Services. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, but only after it notifies the Disclosing Party (if legally permissible) to enable the Disclosing Party to seek a protective order or otherwise to contest such required disclosure, at Disclosing Party’s expense. For the avoidance of doubt, the Move Health Offering, Reports/Materials and Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Move Health and the Customer Data shall be the Confidential Information of the Customer.
9. Indemnification
9.1. By Move Health. Move Health will defend at its expense any suit brought against Customer, and will pay any settlement Move Health makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Move Health Offering infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Move Health Offering becomes, or in Move Health’s opinion is likely to become, the subject of a claim of infringement, Move Health may, at Move Health’s option: (a) procure for Customer the right to continue using the Move Health Offering; (b) replace the Move Health Offering with non-infringing software or services which do not materially impair the functionality of the Move Health Offering; (c) modify the Move Health Offering so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Move Health Offering and Documentation. Notwithstanding the foregoing, Move Health will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon (i) any use of the Move Health Offering not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Move Health Offering in combination with other products, equipment, software or data not supplied by Move Health; or (iii) any modification of the Move Health Offering by any person other than Move Health or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 9.1 states the sole and exclusive remedy of Customer and the entire liability of Move Health, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
9.2. By Customer. Customer will indemnify, defend and hold harmless Move Health and its officers, directors, agents, contractors, and employees from all damages, liabilities, penalties, costs and expenses (including attorney’s fees and costs) arising from any claim, demand or allegation by a third party arising out of or relating to (a) an Exclusion, (b) Move Health’s use of Customer Data in accordance with this Agreement, or (c) any negligent acts or omissions or the willful misconduct of Customer, Clients or its Personnel.
9.3. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit (except that any failure to notify will not relieve the indemnifying party of its obligations under this Section 9 unless such failure materially prejudices indemnifying party’s ability to defend the such claim or suit); (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit (provided that indemnifying party may not settle any claim or suit without the appropriate indemnified party’s written consent unless it unconditionally releases such indemnified party of all liability); and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
10. Term And Termination
10.1. Term. Unless otherwise provided in an order form, this Agreement shall commence on the Effective Date and shall continue until expiration or termination of this Agreement or order forms executed hereunder. The term of this Agreement shall remain in effect for an initial term of one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for one (1) year terms (each a “Renewal Term”), unless either party provides notice to the other of its intention not to renew at least thirty (30) days prior to end of the Initial Term or the then-current Renewal Term. The Initial Term and all Renewal Terms will collectively be referred to as the “Term”.
10.2. Termination for Breach. Either party may terminate this Agreement, in whole or part, for cause (i) on thirty (30) days’ written notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such period (or immediately if the material breach is not capable of being remedied); or (ii) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or an assignment for the benefit of creditors. In addition, Move Health may terminate this Agreement or suspend Services, in whole or part, upon written notice in the event Customer fails to pay any amounts due hereunder, and such failure continues more than ten (10) days after written notice by Move Health thereof.
10.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses and rights granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will return all Confidential Information of the other party, except as required to fulfill regulatory, legal, or service-related obligations as outlined in Section 4.2; and (c) any amounts owed to Move Health under this Agreement will become immediately due and payable.
Notwithstanding the termination of this Agreement, Move Health’s obligations and rights regarding the retention and use of data related to health policies for compliance with CMS and HHS regulations, as well as for servicing enrolled coverage and facilitating renewals, as detailed in Section 4.2, shall survive termination or expiration.
Additionally, all provisions of this Agreement that by their nature should survive termination, including but not limited to Sections 4 (Intellectual Property), 7 (Limitation of Liability), 8 (Confidentiality), 9 (Indemnification), and 10.3 (Effect of Termination), shall remain in full force and effect.
11. Miscellaneous
11.1. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Indiana without reference to conflicts of laws principles. Both parties expressly agree that any action relating to this Agreement shall exclusively be brought in Vanderburgh County, Indiana, and both parties irrevocably consent to the jurisdiction of the state and federal courts located in Evansville, Indiana. Each party expressly waives any objection that it may have based on improper venue or forum non-conveniens to the conduct of any such suit or action in any such court. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.2. Publicity. Customer agrees that Move Health may refer to Customer as a client of Move Health and use the Customer’s name and logo on vendor lists, press releases, blog posts, advertisements, and on their respective websites.
11.3. Export. Customer agrees not to export or transfer, directly or indirectly, any U.S. technical data acquired from Move Health, or any products utilizing such data, in violation of the U.S. export laws or regulations.
11.4. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.5. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.6. No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
11.7. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event unforeseeable and beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
11.8. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
11.9. Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Move Health, by emailing info@movehealth.io and if to Customer by emailing the Customer Point of Contact email address listed on the applicable order form, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the applicable order form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
11.10. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
11.11. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Move Health.
11.12. Move Health reserves the right to alter the terms of this Agreement at any time. Customer agrees to review the latest version of the Agreement on Move Health’s website periodically to remain aware of any modifications to the Agreement about which Customer is not alerted by Move Health. The Agreement available on the website will be dated so as to make clear what version is currently in force. Any use of the Move Health’s Offering after alteration of the Agreement will constitute acceptance by Customer of such changes. Customer’s sole remedy should Customer not agree with the altered Agreement shall be to cease Customer’s use of the Move Health Offering and to comply with Customer’s termination obligations outlined in this Agreement.