Each Clinical Partner Will have to execute an agreement that is inclusive of these posted terms and conditions

1. DEFINITIONS. Terms not otherwise defined herein shall have the definition set forth in the Agreement. The following terms are hereby defined:
   1. “Confidential Information” shall mean any and all information disclosed by one party (”Disclosing Party”) to the other (”Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models,
   2. “Healthcare Laws” means any and all laws or regulations relating to the regulation of the health care industry or to payment for any items or services rendered, provided, or furnished by a party, including 42 U.S.C. § 1320a-7 et seq. and the regulations promulgated thereunder; 42 U.S.C. § 1395nn et seq. and the regulations promulgated thereunder; state anti-kickback and physician self-referral laws; the Health Insurance Portability and Accountability Act of 1996 and the regulations issued pursuant thereto; the Privacy provisions (Subtitle D) of the Health Information Technology for Economic and Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, as codified at 42 U.S.C. Sections 1320d through d-9. and the regulations promulgated thereunder and state privacy laws; federal and state laws governing the use, handling, control, storage, transportation, and maintenance of controlled substances, pharmaceuticals or drugs; federal and state laws governing the provision or furnishing of therapy care and rehabilitative therapy services; any other regulation or law with respect to kickbacks, billing, utilization review, patient brokering, coding, physician self-referrals, fee-splitting, patient or program charges, the hiring of employees or acquisition of services or products from those who have been excluded from Federal or State healthcare programs, claims submissions, dispensing equipment and medical devices, medical or clinical documentation, medical record retention, referrals, quality, safety, privacy, security, licensure, accreditation or any other aspect of providing health care and with respect to all of the foregoing, “Healthcare Laws” shall include any and all statutes, rules, regulations, position statements, declaratory statements, advisory opinions, bulletins, notifications, coverage determinations, and other guidance relating to any of the foregoing.
2. RESPONSIBILITIES AND RESTRICTIONS.
   1. Responsibilities. Clinical Partner shall (in addition to the Service Support): (i) maintain, at its expense, an adequate place or places of business and sufficiently trained and qualified personnel to meet its obligations hereunder; (ii) conduct its business so as to maintain the goodwill and reputation of REMware and to reflect favorably on the parties at all times; (iii) comply with all statutes, laws, ordinances, rules, regulations and any other governmental authority in connection with its obligations hereunder, including, without limitation all research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs, trade secrets, data, methodologies, techniques, non-published patent applications and any other data or information, as well as improvements and know-how related thereto. For the avoidance of doubt, all information, in whatever form, relating to the Service, including this Agreement, shall be deemed Confidential Information of REMware.
      Healthcare Laws; and (iv) comply with all terms of use with respect to the Service (which are deemed incorporated herein by reference to the extent more stringent or favorable to REMware).
   2. Restrictions. Clinical Partner shall not, and shall ensure that its End Users shall not, without prior written approval from an authorized representative of REMware, take any of the following actions: (i) waive, alter, or change any provision of any terms and conditions (including warranty) for or other documentation related to the Service; (ii) sublicense, transfer and/or assign the Service or any part thereof to any third party, or allow any third party to use the Service, with or without consideration in any way not specifically permitted under this Agreement; (iii) remove, or in any manner alter, any identification, proprietary, trademark, copyright or other notices contained on the Service; (iv) interfere with, burden or disrupt the Service’s functionality; (v) display content from the Service in any way; including by any software, feature, gadget or communication protocol which may alter the content or its design; (vi) work around any technical limitations of the Service; (vii) breach the security of the Service, identify, probe or scan any security vulnerabilities in the Service; (viii) use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service; (ix) send any virus, worm, Trojan horse or other malicious or harmful code or attachment; (x) use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service; (xi) enhance, supplement, modify, adapt, decompile, disseminate, disassemble, recreate, generate, reverse assemble, reverse compile, reverse engineer, or otherwise attempt to identify the underlying source code or construction of the Service, including, without limitation, any associated hardware or devices; (xii) engage in any unfair or deceptive business practices with respect to the Service; or (xiii) use the Service in order to develop, or create, or permit others to develop or create, a service similar or competitive to the Service.
   3. Reservations. REMware reserves the right and option to discontinue offering the Service and to change and modify the Service as REMware sees fit, upon 120 days prior written notice.
   4. End Users. The Service is available only to registered End Users and use of the Service requires End Users registration to create an End User account. Once registered, the End User may access the Service using their account username and password. End Users may not transfer their account to any third party, in any manner whatsoever. End Users must maintain the confidentiality of their account login details, and they may not provide or disclose them to anyone else. Clinical Partner and End Users agree to inform REMware of any unauthorized use of their account that they become aware of. Clinical Partner agrees to obtain credit card authorization through the provider portal and utilize this authorization to enforce End Users to comply with the terms of this agreement. If an End User damages or loses a device while in their custody, the credit card authorization will be charged against to satisfy any loss to REMware. This applies to only the all-inclusive or rental models utilized by Clinical Partner and does not apply to purchase of devices directly from REMware.
3. INTELLECTUAL PROPERTY
   1. The Service is a proprietary offering of REMware, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is licensed to Clinical Partner for use and access only in accordance with the terms of this Agreement and is not sold in any other way.
   2. Except for Clinical Partner’s limited access to use the Service according to this Agreement, this Agreement does not grant or assigns to Clinical Partner, any license, right, title, or interest in or to the Service or the intellectual property rights associated with them. Clinical Partner’s purchase of Devices transfers title to Clinical Partner only in respect to the physical object of the Device, and not to any intellectual property rights subsisting in the Device. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces, whether or not based on or resulting from Feedback (as defined below), are and will remain at all times, owned by, or licensed, to REMware.
   3. Subject to Clinical Partner’s written consent, and notwithstanding anything to the contrary herein, REMware may identify Clinical Partner as a customer and indicate Clinical Partner as a user of the Service on REMware’s website and in other online or offline marketing materials and press releases. Clinical Partner hereby grants REMware a worldwide, non-exclusive, non-transferable, royalty-free and free of charge, license, to use Clinical Partner’s name, logo, and website URL on its website and in other online or offline marketing materials relating to the Service. REMware will use this content strictly in accordance with any usage guidelines sent by Clinical Partner in advance.
   4. Feedback. Clinical Partner may provide REMware with information about the Service use experience, including information pertaining to bugs, errors and malfunctions of the Service and information or content concerning enhancements, changes or additions to the Service that Clinical Partner desires or suggests (collectively, the “Feedback”). Clinical Partner hereby assigns, for no additional fee or other charge, all right, title and interest in and to the Feedback to REMware, including the right to make commercial use thereof, for any purpose REMware deems appropriate.
4. CONFIDENTIALITY
   1. Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only for the purpose of performing its obligations under this Agreement and may disclose Confidential Information to those of its personnel and contractors who have a need to know the Confidential Information for the purpose of performing that Party’s obligations under this Agreement, provided that such personnel and contractors are bound by appropriate confidentiality obligations and are informed of the confidential nature of the Confidential Information.
   2. The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party’s part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party’s possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior written approval for disclosure; or (v) Receiving Party are required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.
   3. Permitted Disclosures. A party may disclose information concerning this Agreement and the transactions contemplated hereby, including providing a copy of this Agreement, to any or all of the following: (a) potential acquirers, parties to a merger, investors and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that the disclosures are made in confidence, (b) the party’s outside accounting firm, or (c) the party’s outside legal counsel. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party’s Confidential Information. A party may also disclose this Agreement under seal in any litigation concerning this Agreement.
   4. Promotional Activity. Notwithstanding the foregoing, it is hereby agreed that REMware may use the name (and to the extent applicable, likeness) of Clinical Partner in its websites, materials and promotional offerings, only after it obtains authorization from Clinical Partner to do so.
5. DATA AND PRIVACY
   1. Clinical Partner represents and warrants that it has obtained, and will maintain valid throughout the Term, any and all authorizations, permissions and informed consents, including those of individuals about whom the Service may process personal data or personally identifiable information, as may be necessary under the law (including, the data protection laws and regulations), to allow REMware to lawfully collect, handle, retain, process and use such data in the manners and for the purposes of this engagement. Clinical Partner shall defend, indemnify and hold harmless REMware and its directors, officers, employees, and vendors, upon REMware’s request and at Clinical Partner’s expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from Clinical Partner’s breach of the foregoing statement.
   2. Clinical Partner permits REMware to use metadata and de-identified data generated in connection with the use of the Service, including data and bandwidth utilization and statistical or aggregated information (collectively, the “Metrics”), for any purpose REMware deems appropriate.
   3. REMware’s use of Protected Health Information (as this term is defined in the Health Insurance Portability and Accountability Act and its implementing regulation), will be in accordance with the Business Associate Agreement signed by the parties and hereby incorporated into this Agreement.
6. TRADEMARKS
   1. Grant of License. Subject to the terms and conditions set forth in this Agreement and Clinical Partner’s fulfillment of all of its obligations under this Agreement, REMware hereby grants to Clinical Partner a non-exclusive, revocable, non-transferable and non-sublicense-able license, during the Term, to use the trademark, service mark, logo design or other designation used by REMware in connection with the Service during the Term of this Agreement (collectively, the “REMware Marks”) to carry out its obligations under this Agreement.
   2. Advertising and Promotional Materials. All advertising, promotional materials (including all Web pages, packaging, and displays) and catalogs that include or refer to any of the REMware Marks in connection the REMware Service, and all display and presentations that include the REMware Marks (all of the foregoing being hereinafter collectively referred to as “Promotional Materials”) is subject to REMware’ prior written approval. Clinical Partner shall submit a pre-production sample of any proposed Promotional Materials bearing the REMware Marks to REMware for its approval prior to Clinical Partner’s commercial use thereof. Upon REMware’ approval of any Promotional Materials, no further approval is required from REMware for Clinical Partner’s use of the same Promotional Materials.
   3. Ownership of REMware Marks. Clinical Partner acknowledges that REMware is and will remain the owner of all right, title and interest in and to each of the REMware Marks in any form or embodiment thereof, and is also the owner of all goodwill associated with the REMware Marks, and all goodwill generated by those sales shall inure exclusively to the benefit of REMware.
7. EQUITABLE RELIEF
   1. Any breach of sections 2-6 of this Exhibit A, or a breach of the Agreement, may result in irreparable harm to REMware for which monetary damages would be inadequate. Accordingly, Clinical Partner agrees that REMware, in addition to any other right or remedy that it may have available to it at law or in equity, will have the right to seek injunctive relief to enforce obligations under this Agreement without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith.
8. SUPPORT SERVICES
   1. REMware will make efforts to provide Clinical Partner with reasonable telephone support for Service and provide Clinical Partner with any updates, bug fixes, and versions (collectively, “Enhancements”), to conduct the HST as part of the workflow of REMware’s service, that REMware distributes to its other customers generally without additional charge (the “Support Service”). Telephone support may be available during REMware’s normal business hours. REMware will make available (813) 553-5504 for patients to directly call and receive phone / WebEx support if they have questions on equipment operation or setup.
9. WARRANTY
   1. Subject to any separate warranties applying to the components, the Device shall be materially free from defects in material and workmanship, and shall substantially perform in accordance with REMware’s documentation and tutorials, describing the use, features and operation of the Device, in all material respects, for a warranty period of twelve (12) months from the date of delivery to Clinical Partner or End User, except to the extent a longer period is required under applicable law (the “Warranty Period”). During the Warranty Period, REMware shall repair or replace, at its expense, any part or components of the Device which it reasonably determines to fail to comply with the warranty specified in this Section. Prior to any such determination, End User or Clinical Partner shall ship, at their expense, the Device, within 48 hours of identifying the potential warranty matter, to REMware for inspection. The aforesaid warranty shall not apply to the Device in the event that REMware determines after testing and examination that the alleged defect or nonconformity does not exist or, that the Device: (i) has been used with accessories or other products other than the accessories provided by REMware; (ii) has been damaged by improper operation, maintenance, misuse, accident, neglect, fire, accident, lightning, or other peril, failure to continually provide a suitable operating environment, or from any other cause beyond REMware’s reasonable control; (iii) has been used in a manner not in accordance with the instructions supplied by REMware, including, without limitation, under the terms and conditions; (iv) has been subject to the opening of any sealed components without REMware prior written approval; (v) has had changes made by Clinical Partner or End User to the physical, mechanical or interconnection components of the Device without written authorization of REMware to do so; or (vi) has been repaired or otherwise altered by anyone not under the control of, or not having the written authorization, of REMware to do such repair or alteration.
   2. Clinical Partner acknowledges that the operation and performance of the Service relies on the proper use of the components of the Service (the Device, the mobile application, and other components) in accordance with the provided information and documentation (the “Documentation”), and any deviation from use in accordance with the Documentation shall be the sole and exclusive responsibility of Clinical Partner. REMware does not guarantee that the Service will operate in an uninterrupted or error-free manner, including but not limited to, hardware failures, software failures and communication failures.
   3. THE ABOVE LIMITED WARRANTY PROVIDED CONSTITUTES REMWARE’S SOLE AND EXCLUSIVE LIABILITY FOR A DEFECTIVE OR NONCONFORMING PRODUCT UNDER WARRANTY AND THE ENTIRE LIABILITY OF REMWARE UNDER SUCH LIMITED WARRANTY WILL BE REPLACEMENT OR REPAIR OF THE DEFECTIVE OR NONCONFORMING PRODUCT SUBJECT TO THE CONDITION THAT NOTICE OF ANY ERROR OR DEFECT CONSTITUTING BREACH OF SUCH LIMITED WARRANTY WAS PROVIDED TO REMWARE WITHIN THE SUCH WARRANTY PERIOD. ANY SUCH LIMITED WARRANTY AND CLINICAL PARTNER’S REMEDIES THEREUNDER ARE SOLELY FOR THE BENEFIT OF CLINICAL PARTNER AND SHALL NOT BE EXTENDED TO ANY PERSON.
   4. EXCEPT FOR THE ABOVE WARRANTY WITH RESPECT TO THE DEVICE, ALL COMPONENTS OF THE SERVICE, INCLUDING ALL SOFTWARE ARE PROVIDED “AS IS”. REMWARE DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, OR COMPLETENESS OR CORRECTNESS OF THE OUTPUT DATA. WITHOUT LIMITING THE FOREGOING, REMWARE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE SERVICE WILL MEET CLINICAL PARTNER OR END USER REQUIREMENTS OR FULFILL ITS NEEDS. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICE, WHETHER MADE BY REMWARE’S EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY REMWARE FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF REMWARE WHATSOEVER.
10. NDEMNIFICATION
    1. By REMware. REMware will defend any action (or portion thereof) brought against Clinical Partner based solely on a claim that a Service infringes a U.S. patent or copyright or misappropriates the proprietary trade secret of any third party. REMware will indemnify Clinical Partner against damages awarded against Clinical Partner in such actions which are directly attributable to such claim, on condition that Clinical Partner is not in breach of this Agreement and that REMware is given prompt written notice of such claim, reasonable assistance from Clinical Partner, and sole authority to defend or settle the claim.
       
       If the Service becomes, or in REMware’s opinion is likely to become, the subject of a claim of infringement, REMware may, at its option, procure for Clinical Partner the right to continue to use the Service, replace or modify the Service to make it non-infringing, or discontinue offering the Service if deemed necessary. REMware will have no liability for any claim based on (i) any modification of the Service, except with respect to modifications performed by REMware; or (ii) any use of the Service other than as provided in this Agreement. This Section sets forth REMware’ complete liability with respect to infringement of intellectual property rights.
    2. By Clinical Partner. Clinical Partner shall indemnify and hold harmless REMware and its directors, officers, employees, and subcontractors, upon REMware’s request and at Clinical Partner’s expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with Clinical Partner’s breach of any provision or representation in this Agreement.
11. LIMITATION OF LIABILITY.
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR BREACH OF REMWARE’S CONFIDENTIALITY OBLIGATIONS, REMWARE, INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, THE SERVICE’S DATA, ANY RELIANCE UPON THE SERVICE’S DATA OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE OR THE SERVICE’S DATA.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF THE BUSINESS ASSOCIATE AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF REMWARE (INCLUDING ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF), FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL BE LIMITED TO THE FEES PAYABLE TO CLINICAL PARTNER FOR ONBOARDING END USERS IN THE PRECEDING 3 MONTHS PRIOR TO THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM OCCURRED.
12. NON-SOLICITATION
    1. Clinical Partner covenants and agrees that during the term of this Agreement and for a period of two (2) years following termination of this Agreement, not to solicit or seek to employ or enter into an independent contract with any employee of, or any other individual under contract with REMware, or any of its subsidiaries, affiliates, or parent companies, or enter into any other type of agreement whereby such individual would perform services for compensation, either directly or indirectly, for Clinical Partner or any person, firm, corporation or other business entity affiliated with Clinical Partner or any of its shareholders, contractors and employees.
13. DEVICE DATA VALIDATION OPTION
    1. 13.1 Clinical Partner may request the rough data obtained by the Device after a completed home sleep test to be verified and validated (“Data Validation Option”) by a licensed physician board certified in sleep medicine (“Sleep Medicine Physician”). Clinical Partner must make this request at the time it submits an order for a Device to be sent to Clinical Partner’s patient. Upon receipt of a valid request, a Sleep Medicine Physician shall review the Device data and verify the validity of the data. This service is a confirmation of the Device data, but does not constitute a medical opinion or diagnosis on whether or not the patient has sleep apnea. Clinical Partner and its physicians are, and shall remain, solely responsible to make diagnosis and treatment decisions of Clinical Partner’s patients, including diagnosis of whether or not the patient has sleep apnea. All Sleep Medicine Physicians are engaged directly by
    2. Clinical Partner may request the rough data obtained by the Device after a completed home sleep test to be verified and validated (“Data Validation Option”) by a licensed physician board certified in sleep medicine (“Sleep Medicine Physician”). Clinical Partner must make this request at the time it submits an order for a Device to be sent to Clinical Partner’s patient. Upon receipt of a valid request, a Sleep Medicine Physician shall review the Device data and verify the validity of the data. This service is a confirmation of the Device data, but does not constitute a medical opinion or diagnosis on whether or not the patient has sleep apnea. Clinical Partner and its physicians are, and shall remain, solely responsible to make diagnosis and treatment decisions of Clinical Partner’s patients, including diagnosis of whether or not the patient has sleep apnea. All Sleep Medicine Physicians are engaged directly by DreamDocs, P.A. (a medical group wholly owned by a licensed physician). REMware does not employ Sleep Medicine Physicians, deliver professional medical services, or engage in the practice of medicine.
    3. Physicians shall never reassign to Clinical Partner the right to bill and collect for any professional services, and any attempt by Clinical Partner to do so shall be null and void. Subject to the foregoing, Clinical Partner has the sole and exclusive right to bill and collect for its services from all patients, health plans, governmental agencies, third party payers, and other financially-responsible parties. In billing and collecting, Clinical Partner shall be responsible for all billing, coding, and collections, including the determination of whether or not its claims are covered by health plans, governmental agencies, third party payers, or other financially-responsible parties. REMware, Sleep Medicine Physicians, and DreamDocs shall not be responsible to refund, offset, or indemnify Clinical Partner for any claim denials, audits, adjustments, or overpayments in connection with Clinical Partner’s billing. Clinical Partner shall comply with all billing laws, regulations, instructions, interpretative guidelines, and requirements established by governmental and commercial payers when billing. Clinical Partner further agrees to hold harmless REMware, Sleep Medicine Physicians, and DreamDocs and indemnify REMware, Sleep Medicine Physicians, and DreamDocs from any responsibility or claim of any kind relating to Clinical Partner’s billing and collection. Clinical Partner further agrees that DreamDocs and Sleep Medicine Physicians shall enjoy the full protections and benefits offered by the other provisions of these Clinical Partner Program Terms and Conditions and this Agreement, including but not limited to, indemnification, limitation of liability, and warranties.
    4. As a convenience to Clinical Partner, REMware shall act as agent for payment on behalf of DreamDocs in order to process Clinical Partner’s payment for the Data Validation Option service fee. DreamDocs has the sole right to set its own fee for this service, which are set forth in Exhibit C, and only after the conclusion of the Initial Term may be changed by DreamDocs, and then only upon at least ninety (90) days’ advance written notice to Clinical Partner. REMware shall process the transaction using Clinical Partner’s preferred method of payment and transfer the payment for the Data Validation Option service fee from Clinical Partner to DreamDocs. REMware may not, and shall not, mark-up the Data Validation Option service fee, nor share or split the Data Validation Option service fee. Rather, REMware shall remit to DreamDocs 100% of the Data Validation Option service fee REMware collects from Clinical Partner as agent for payment.