User License Agreement

The following “User License Agreement” governs your use of the software and services provided by My Price Health LLC (and its subsidiaries) dba My Price Health (“MyPrice”). This is a legal agreement between you and MyPrice and incorporates the Privacy Policy at myprice.health/privacy. By registering your use of the Service (as defined below), you are agreeing to be bound to the terms of this User License Agreement.

1. Definitions.

1.1. “Administrator” shall mean a Subscriber (as defined in Section 1.11) with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from MyPrice.

1.2. “Aggregate Data” refers to numerical or non-numerical information that is (1) collected from multiple sources and/or on multiple measures, variables, or individuals and (2) compiled into data summaries or summary reports, typically for the purposes of reporting or statistical analysis—i.e., examining trends, making comparisons, or revealing information and insights that would not be observable when data elements are viewed in isolation. MyPrice may aggregate submitted information so that it no longer reflects or references an identifiable natural person for the purpose of creating statistical summaries, for benchmarking, and for use in research and development to create, refine, and improve MyPrice products and services.

1.3. “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at myprice.health/privacy.

1.4. “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

1.5. “Confidential Information” shall mean the User Content (as defined in Section 1.14) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

1.6. “Fixed Fee Service” shall mean any Service which is billed at a fixed rate per user per month or at a fixed rate per user per year.

1.7. “Metered Service” shall mean any Service which is billed based on the amount of usage per month (e.g. per claim or per rate sheet processed).

1.8. “Output Data” means healthcare pricing data returned by Service.

1.9. “Primary Subscriber” shall mean the Subscriber who initiated the Services offered by MyPrice and is assumed by MyPrice to have the sole authority to administer the subscription.

1.10. “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.

1.11. “Subscriber” shall refer to the purchaser of the Services provided by MyPrice and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

1.12. “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) MyPrice’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.

1.13. “Service” shall mean any software or services provided by MyPrice.

1.14. “User Content” shall mean any information you upload or post to the Service and any information provided by you to MyPrice in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1.10.

2. Limited License & Use of the Service.

2.1. Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.

2.2. MyPrice does not pre-screen User Content and MyPrice claims no intellectual property rights with respect to User Content.

2.3. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from MyPrice.

2.4. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, MyPrice, or any other software or service provided by MyPrice.

2.5. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

2.6. Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

2.7. Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with MyPrice.

2.8. MyPrice reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service (excluding API access which is governed by section 4.6.5), with or without notice, except that MyPrice shall provide Subscriber with 30-day’s notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

2.9. MyPrice reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by MyPrice. Further, MyPrice shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, MyPrice will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

2.10. MyPrice may store User Content on redundant storage servers.

2.11. Subscriber retains all Intellectual Property and other ownership rights to User Content. Subscriber grants to MyPrice a worldwide, non-exclusive, irrevocable, transferable, perpetual, royalty-free license (with the right to sublicense) to Aggregate Data, log, process, cleanse, modify, de-identify, publish, transmit, edit, translate, make derivatives, display, and distribute such data for fulfilling your intended purposes, providing and improving the quality of the Services to you and other users in accordance with the security settings on your subscription account. MyPrice grants to Subscriber a worldwide, non-exclusive, irrevocable, non-transferable, perpetual, royalty-free license for any Output Data provided by the Service to use for a valid legal reason so long as the Output Data is not sold, shared nor redistributed, in whole or in part, whether for profit or not, in a manner which competes with MyPrice services without written permission from MyPrice. We reserve the right at all times to log, access, read, preserve and/or disclose any information that we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce the Terms, including investigation of potential violations; (iii) detect, prevent, or otherwise mitigate fraud, security, or other technical issues; (iv) respond to user support requests; or (v) protect the rights, property, or safety of MyPrice, its clients, users, or the public.

3. Service Level Agreement

3.1. MyPrice provides a 99.5% uptime commitment. If we fall short of our 99.5% uptime commitment and Subscriber is affected, we’ll apply a Service Credit to your account for future use.

3.2. Uptime is the percentage of total possible minutes the Service was available during a fiscal quarter. [(total minutes in quarter – Downtime) / total minutes in quarter] > 99.5%

3.3. Service Credit is a credit to affected Subscriber accounts when MyPrice fails to meet its uptime commitment. Service Credit is equal to two times the amount that the Subscriber paid during the period the Service was down. Service Credits are not refunds, cannot be exchanged into a cash amount, are capped at a maximum of 30 days of paid service, require you to have paid any outstanding invoices, and expire upon termination of your customer account. Service Credits are the sole and exclusive remedy for any failure by MyPrice to meet its obligations under this Agreement.

3.4. Downtime is the overall number of minutes the Service was unavailable during a quarter (i.e. January 1 through March 31 and every three month period thereafter). MyPrice calculates unavailability using server monitoring software to measure the server side error rate, ping test results, web server tests, TCP port tests, and website tests. Downtime excludes the following:

3.4.1. Slowness or other performance issues with individual features
3.4.2. Issues that are related to external apps or third parties
3.4.3. Any products or features identified as pilot, alpha, beta or similar
3.4.4. External network or equipment problems outside of our reasonable control such as bad routing tables between your internet service provider (ISP) and our server
3.4.5. Scheduled Downtime for maintenance

4. Access to the Service.

4.1. Subscriber is only permitted to access and use the Service if he/she/it is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.

4.2. Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

4.3. The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

4.4. Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.

4.5. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

4.6. Authorized Users are permitted to access and use the Service using the MyPrice Application Program Interface (“API”) at api.myprice.health subject to the following conditions:

4.6.1. Any use of the Service using the API is governed by this User License Agreement;
4.6.2. Access to the API shall be through an API Account Key which can be generated by the Administrator or Authorized User. Usage of the API is billed by tracking API requests using the API Account Key.
4.6.3. MyPrice shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if MyPrice has been advised of the possibility of such damages), resulting from any use of the API or third-party products that access and use the Service via the API;
4.6.4. Excessive use of the Service using the API may result in temporary or permanent suspension of access to the Service via the API. MyPrice, in its sole discretion, will determine excessive use of the Service via the API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
4.6.5. MyPrice reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via the API, with commercially reasonable notice. Notice will be provided via email to Registered User and via notice posted at api.myprice.health.

5. Confidentiality.

5.1. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

5.2. MyPrice and any third party vendors and hosting partners it utilizes to provide the Service shall hold User Content in strict confidence and shall not use or disclose User Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorized by you in writing.

6. Security and Access.

6.1. MyPrice is responsible for providing a secure method of authentication and accessing its Service. MyPrice will provide mechanisms that:

6.1.1. allow for user password management;
6.1.2. transmit passwords in a secure format; and
6.1.3. protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.

6.2. Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.

6.3. Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify MyPrice upon suspicion that a username and password has been lost, stolen, compromised, or misused.

6.4. At all times, MyPrice, and any third party vendors and hosting partners it utilizes to provide the Service, will:

6.4.1. use information security best practices for transmitting and storing User Content, adhering to industry standards;
6.4.2. employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
6.4.3. ensure its host facilities maintain industry standards for security and privacy; and
6.4.4. within thirty (30) days of a request by Subscriber, provide Subscriber with a (SOC2 or SOC3) audit report or industry standard successor report or a comparable description of its security measures in respect of the data center facilities used to host the Service and the User Content. In order to obtain such a report, Subscriber must enter into an agreement with the third party provider of the report.

6.5. MyPrice shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that MyPrice reasonably believes represents unauthorized access to, disclosure of, use of, or damage to User Content (a “Security Breach”). MyPrice shall make such report within 72 hours after learning of the Security Breach.

6.6. In the event of a Security Breach, MyPrice shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected User Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of User Content; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.

7. Legal Compliance.

MyPrice maintains that its primary duty is to protect User Content to the extent the law requires. MyPrice reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If MyPrice is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then MyPrice will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, MyPrice may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

8. Managed Backup and Archiving.

MyPrice’s managed backup services must be designed to facilitate restoration of User Content to the server or device from which User Content originated in the event the primary data is lost or corrupted. MyPrice shall ensure recovery of lost or corrupted User Content at no cost to you.

9. Payment, Refunds, and Subscription Changes.

9.1. Subscribers with paid subscriptions will provide MyPrice with a valid credit card or ACH information, as requested by MyPrice, for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscribers agree to pay based on where the Subscriber is located. Invoices will include (i) subscription fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which the Subscriber is located. In the event of updated tax rates, MyPrice will apply the new tax rate without notice to the Subscriber. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

9.2. Metered Services: At the end of each calendar month, MyPrice will issue an electronic bill to Subscriber for all charges based on Subscriber’s use of metered Services during the month (including, if applicable, the relevant Fees for Technical Support and Consulting Services). Subscriber will have 10 days from receipt of the electronic bill to request clarification or adjustments to the bill. Subscriber will pay all fees in the currency stated in the most recent invoice no later than 15 days after each calendar month via check or ACH payment. For Subscribers enrolled in autopay, MyPrice will automatically charge the Subscriber credit card, debit card, or ACH (and Subscriber will pay) all fees in the most recent invoice 15 days after each calendar month. Subscriber’s obligation to pay all fees is non-cancellable. MyPrice’s measurement of Subscriber’s use of the Services is final.

9.3. Fixed Fee Services: Subscribers using monthly Fixed Fee Services will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by Annual Subscribers, setup fees, and other professional services charges.

9.4. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.

9.5. There are no charges for cancelling a Fixed Fee Service subscription. Fixed Fee Service Subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle. Outstanding fees for Metered Services will be invoiced and charged (and Subscriber will pay) at the time of cancellation.

9.6. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the Fixed Fee Service subscription, including upgrades or downgrades, and including the addition or removal of discounts included for the purchase of suite services. Adding Authorized User subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. Subscriber authorizes MyPrice to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to User Content, features, or an increase or reduction in the amount of available capacity for User Content provided by the Service.

9.7. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

9.8. Subscriber is responsible for paying all taxes associated with the subscription to the Service. If MyPrice has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides MyPrice with a valid tax exemption certificate authorized by the appropriate taxing authority.

9.9. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, MyPrice receives an amount equal to the sum it would have received had no such deduction or withholding been made.

10. Cancellation and Termination.

10.1. Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by accessing contacting us.

10.2. MyPrice in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.

10.3. If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) MyPrice provides Subscriber with commercially reasonable notice of this violation; (iii) MyPrice uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to MyPrice’s reasonable satisfaction within thirty (30) days of such notice, then MyPrice reserves the right to suspend access to the Service.

11. Limitation of Liability.

11.1. MyPrice shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by MyPrice.

11.2. SUBSCRIBER AGREES THAT THE LIABILITY OF MYPRICE ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT MYPRICE IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER MYPRICE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 14. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MYPRICE TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

11.3. Subscriber will solely be responsible for any damage and/or loss of User Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.

11.4. No Responsibility for Medical Practice of Treatment.

11.4.1. The Service is a data analysis system and does not provide or make clinical or medical advice or decisions.
11.4.2. MyPrice and Service do not substitute for competent, properly trained, and knowledgeable staff who bring professional judgment and analysis to the information presented. Subscriber is solely responsible for configuring the Service to meet its methods of practice and desired outputs, or expressing the need for such configuration to MyPrice, and reaching its own determination that MyPrice is suitable for active use with patient information.
11.4.3. SUBSCRIBER UNDERSTANDS THAT MYPRICE IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT ALL MYPRICE SYSTEMS ARE DATA ANALYSIS TOOLS ONLY. THE SUBSCRIBER BEARS FULL AND SOLE RESPONSIBILITY FOR THE ALL INFORMATION INPUTS AND OUTPUTS FROM MYPRICE SYSTEMS AND THEREBY THE CARE OF THEIR PATIENTS. ANY USE OR RELIANCE UPON MYPRICE SYSTEMS BY SUBSCRIBER SHALL NOT DIMINISH OR ALTER THIS RESPONSIBILITY.

12. Disclaimers.

12.1. MYPRICE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY MYPRICE. NOTHING IN THIS SECTION 12.1 SHALL MODIFY MYPRICE’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 14 OF THIS AGREEMENT (“INDEMNIFICATION”).

12.2. MyPrice makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does MyPrice make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 12.2 shall modify MyPrice’s obligations under Section 5 above (“Confidentiality”) or Section 6 above (“Security and Access”) or MyPrice’s obligation to indemnify you as required by Section 14 of this Agreement (“Indemnification”).

12.3. MyPrice hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.

13. Privacy.

You represent and warrant that your use of MyPrice Software will comply with all applicable privacy laws including, but not limited to, EU data privacy laws, HIPAA, GLB, or other privacy laws. If your use of MyPrice Software is subject to any privacy laws (for example, HIPAA), we will not be liable if the Service does not comply with any such law or regulation.

14. Indemnification.

You agree to defend, protect, indemnify, and hold us harmless from and against any and all claims, costs, expenses and liabilities (including attorney fees) made or asserted by any third party arising out of or related to your use of the Service. If any action or proceeding is brought against us by reason of any such matter subject to this indemnity, you will defend such action at your sole cost with legal counsel satisfactory to us. We will promptly notify you in the event that any claim or demand is made by a third party that may give rise to this provision. Any settlement of any such action shall require our prior written consent, which consent shall not be unreasonably withheld.

15. Equitable Remedies.

If you violate this Agreement, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.

16. Miscellaneous.

16.1. Entire Agreement. This Agreement, including our Privacy Policy, constitutes the complete and entire expression of the agreement between us with respect to your use of MyPrice Software, and supersedes any and all other agreements, whether written or oral, between us.

16.2. Amendment. Amendments or changes to this Agreement will not be effective until we post a revised User License Agreement on our Website.

16.3. Assignment. This Agreement may not be assigned or transferred by you without our prior written consent.

16.4. Attorney Fees. If we file an action against you claiming you breached this Agreement and we win, we are entitled to recover our reasonable attorney fees and any damages or other relief we may be awarded.

16.5. Subpoena Fees. If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

16.6. Governing Law. This Agreement shall be governed by and construed under the Laws of the State of Oregon, as such laws are applied to contracts entered into and to be performed in such state between residents thereof. The venue for any litigation shall be Washington County, Oregon.

16.7. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected.

16.8. Survivability. If this Agreement is terminated, the following sections will continue to apply: Proprietary Rights; Disclaimers, Limitations on Liability; Indemnification; Governing Law; Severability; and Entire Agreement.