Marketplace Access Agreement

By accessing and/or using the Marketplace (as defined below), or by clicking a button or checking a box marked “I Agree” (or something similar), Client (as defined below) signifies that it has read, understood, and agrees to be bound by this MARKETPLACE ACCESS AGREEMENT (this “MAA”) by and among, on the one hand, the client accepting this MAA and the entity for which such individual works, including affiliates and subsidiaries of such entity (collectively, “Client”) and, on the other hand, Twomagnets LLC d/b/a Clipboard Health, a Delaware limited liability company (“Clipboard”). Clipboard and Client may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties.”

This MAA (including all amendments, addenda, exhibits and related documentation), Business Associate Agreement (the “BAA”), Clipboard’s Terms of Service (the “TOS”), and Clipboard’s Privacy Policy (the “Privacy Policy;” together this MAA, BAA, and the TOS, this “Agreement”) set forth the terms upon which Clipboard will permit Client to access its technology platform (the “Marketplace”) that, among other things, allows clients to post open shifts and visits at their facilities and allows independent professionals (each, a “Professional” and collectively “Professionals”) to view and sign up to work those shifts and visits.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 11 THAT REQUIRE, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION TO RESOLVE DISPUTES BETWEEN YOU AND US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW.

1. Relationships with Clipboard.

   1. Client. The relationship between the Parties is that of independent contractors, each of which operates a separate and distinct business enterprise that provides services outside the usual course of business of the other. Nothing contained in or done in furtherance of this Agreement will create, or is intended to create, any employment, partnership, joint venture, franchise, or agency relationship between the Parties.

   2. Professionals. Client acknowledges and agrees that all Professionals will be independent contractors of Clipboard, and that no Professionals will be employees of Clipboard. Client further acknowledges and agrees that all Professionals have the sole right to determine which shifts or visits, if any, to accept, the time, place, and manner of services, if any, they agree to provide, and the prices they are willing to accept for those services.

2. Clipboard’s Responsibilities.

   1. Marketplace Access. Clipboard will use commercially reasonable efforts to make the Marketplace accessible to Client and Professionals through an application for web browsers, as well as iOS and Android devices (the “App”). The App will, among other things, allow Client to post shifts and visits, view the profiles of Professionals that have accepted Client’s shifts and visits, communicate directly with said Professionals, and cancel previously-posted shifts and visits.

   2. Professional Credential Verification. For each type of Professional agreed to in writing by the Parties (email to suffice), Clipboard will verify the credential(s) and/or document(s), if any, that have been selected (“Credential Verification Services”). Clipboard will only permit Professionals that satisfy the applicable credential requirements agreed by the Parties in writing (email to suffice), if any, to accept shifts or visits posted by Client. Notwithstanding the foregoing, Client acknowledges and agrees that Clipboard’s Credential Verification Services will not substitute for or relieve Client of its own statutory, regulatory, and/or contractual obligations, if any, to independently verify credentials, documents, and/or information pertaining Professionals.

   3. Payment of Professionals. As between the Parties, Clipboard, and not Client, shall be solely responsible for paying Professionals for services arranged through the Marketplace.

   4. “Do Not Return” Requests. Client may, in its sole discretion, request through the App that any Professional who has worked a shift or visit for Client not be permitted to accept any future shifts or visits posted by Client, and Clipboard will honor such requests.

   5. Customer Support. Clipboard will use commercially reasonable efforts to provide Client with 24/7 telephonic and e-mail support for questions and issues related to the Marketplace or the App (collectively, “Support Services”).

   6. Supervision and Safety of Professionals. Client acknowledges and agrees that Clipboard shall not be responsible for supervising or ensuring the safety of Professionals while they are present at any of Client’s facilities. Without limiting the generality of the foregoing, Client acknowledges and agrees that Clipboard shall not: (i) provide training or orientation materials to Professionals, except that Clipboard may, in its sole discretion, agree to transmit training and/or orientation materials supplied by Client; (ii) furnish Professionals with all tools or equipment to perform their duties; or (iii) monitor the Performance of professionals during shifts or visits.

3. Client’s Responsibilities.

   1. Payment of Fees.

      1. Standard Shifts and Visits. In consideration of being permitted to access the Marketplace and the App, and to receive Credential Verification Services and Support Services, Client agrees to pay Clipboard fees as follows (collectively, the “Marketplace Access Fees”): (1) for each shift worked by a Professional that is not a Self-Rate Shift (as defined below), the corresponding hourly base rate specified by Clipboard in writing (email to suffice), as modified by Section 3(a)(ii), or if applicable, Section 3(a)(iii), below, and any applicable differentials specified by Clipboard in writing (email to suffice), multiplied by the duration of the shift; (2) for each visit worked by a Professional that is not a Self-Rate Visit (as defined below), the corresponding base rate specified by Clipboard in writing (email to suffice), as modified by Section 3(a)(ii), or if any applicable, Section 3(a)(iii), below, and any applicable differentials specified by Clipboard in writing (email to suffice), and (3) to the extent applicable, the shift and visit cancellation and termination charges specified by Clipboard in writing (email to suffice). On or after each anniversary of the Client accepting this MAA, the Shift hourly base rates and Visit base rates specified by Clipboard may, in Clipboard’s sole discretion, be increased. Clipboard shall provide written notice to Client of any such increases before they take effect.

      2. Rate Negotiation Feature. Clipboard, through its rate negotiation feature, may permit Professionals to propose different (and potentially higher) base rates for shifts and visits posted by Client, in which case Clipboard will promptly notify Client. Client may, in its sole discretion, accept or reject the negotiated base rate, or make a counterproposal, which may, in turn, be accepted, rejected, or countered by the Professional in their sole discretion. Negotiated base rates will remain subject to any applicable differentials specified by Clipboard pursuant to this MAA. In the event that Client and a Professional reach agreement through a rate negotiation, the base rate for the subject shift or visit will be updated and the subject shift or visit will be booked by the Professional. In the event of an unsuccessful rate negotiation, the subject shift or visit will remain open in the Marketplace at its original rate. Authorized Personnel (as defined below) may, on Client’s behalf, opt out of the rate negotiation feature or opt back into the feature in the event of a prior opt-out.

      3. Set the Rate Feature (Self-Rate Shifts/Visits). Clipboard may, in its sole discretion, permit the Client to use its "Set The Rate" feature (the “Self-Rate Feature”) for certain shifts and visits (each, a “Self-Rate Shift/Visit”). The Self-Rate Feature allows Client’s Authorized Personnel to directly set the total charge for a shift or visit (the “Client Charge”).

         1. For a Self-Rate Shift, the Marketplace Access Fee shall be the hourly Client Charge as set by the Authorized Personnel, multiplied by the duration of the shift or visit, equalling the Total Client Charge.

         2. For a Self-Rate Visit, the Marketplace Access Fee shall be the Total Client Charge as set by the Authorized Personnel;

         3. The Marketplace Access Fee shall be the full Client Charge as set by the Authorized Personnel, multiplied by the duration of the shift or visit.

         4. The Professional’s pay rate shall be determined by subtracting Clipboard’s then-current Marketplace Access Fee Margin (to be determined by and subject to change in Clipboard’s sole discretion at any time without notice) from the Total Client Charge.

         5. The Total Client Charge and resulting Professional pay rate are fixed once the Self-Rate Shift/Visit is booked by a Professional and cannot be subsequently changed by the Client for that Shift/Visit.

         6. Authorized Personnel may, on Client’s behalf, opt out of the Self-Rate Feature or opt back into the feature in the event of a prior opt-out.

   2. Designation of Authorized Personnel. Client shall provide to Clipboard in writing a list of persons authorized to act on Client’s behalf (collectively, “Authorized Personnel”), including by accessing the Marketplace, posting and cancelling shifts or visits, and verifying shifts or visits. Clipboard shall be entitled to rely on any information or instructions provided by Client’s Authorized Personnel, or any person who accesses the Marketplace using an account created by Client. Client shall be solely responsible for: (i) notifying Clipboard in writing of any changes to its Authorized Personnel; (ii) ensuring the compliance of its Authorized Personnel and anyone else acting on its behalf with the terms of this Agreement; and (iii) safeguarding the credentials for its account(s) and preventing anyone other than Authorized Personnel from accessing the Marketplace and/or communicating with Clipboard on Client’s behalf.

   3. Posting and Cancellation of Shifts/Visits. To the extent that Client wishes to post shifts or visits on the Marketplace or to cancel previously-posted shifts or visits, Client’s Authorized Personnel shall do so using the App. Client acknowledges and agrees that certain shift or visit cancellations or terminations are subject to additional charges as provided by Clipboard.

   4. Verification of Shifts/Visits. Client shall cooperate with and assist Clipboard in verifying shifts and visits worked by Professionals, including, to the extent Clipboard so requests, by: (i) documenting the hours worked by Professionals using the App, or by such other means as Clipboard may, in its reasonable discretion, designate; (ii) promptly responding to requests from Clipboard for confirmation of the hours worked by Professionals; (iii) furnishing Clipboard with copies timesheets or other documentation showing the hours worked by Professionals.

   5. Incidents Involving Professionals. Client shall promptly, and in no event within more than twenty-four (24) hours, notify Clipboard if it becomes aware of any of the following being committed by a Professional (each, a “Reportable Incident”): (i) damage to equipment; (ii) injury to customers or patients; (iii) unauthorized absence; (iv) substance abuse; (v) violation of Client’s policies or procedures; (vi) violation of law; or (vii) any other act of professional negligence. If Client learns of a Reportable Incident during the shift or visit in which that incident occurred, Client may immediately terminate the shift or visit without penalty, and, provided that Client timely complies with the notification requirements of this Section 3(f), Client shall only be charged for time actually worked prior to the shift or visit being terminated.

   6. Communications with Professionals. To the extent that Client or anyone acting on its behalf sends communications directly to Professionals, whether through the App or by any other means, Client shall ensure that such communications free of any unlawful, inappropriate, or abusive content.

   7. Direct Hires. Client may, at any time, directly hire a Professional introduced by Clipboard. Should the Client elect to directly hire a Professional, Client will not be charged any direct hire fees for such engagement. Client retains the exclusive right to conduct its own hiring processes, without any financial obligation to Clipboard for these hires. This zero direct hire fee arrangement is intended to permit Client to independently recruit and onboard new employees without the involvement of Clipboard.

4. Invoicing and Payments Terms; Disputes.

   1. Invoicing and Payments Terms. Clipboard will invoice Client for Marketplace Access Fees weekly or at any other frequency that Clipboard may, in its reasonable discretion select. Client will pay such invoices within fifteen (15) days of its receipt of such invoice (unless otherwise agreed by the Parties in writing), except for any amounts disputed in good faith pursuant to Section 4(b), below. Overdue amounts shall be subject to finance charge of one and a half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower. Additionally, Client shall reimburse Clipboard for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and collection agency fees.

   2. Disputes. If Client in good faith disputes all or part of an invoice, Client shall, within five days of its receipt of the invoice (the “Invoice Dispute Period”), notify Clipboard by sending an e-mail including a detailed explanation of such dispute to billing@clipboardhealth.com, or such other e-mail address as Clipboard may specify. The Invoice Dispute Period for each invoice shall begin on the date Client receives that invoice. Client shall be deemed to have waived any objections to charges not disputed as provided herein within the Invoice Dispute Period. In the event that Client timely disputes all or part of an invoice, Clipboard shall review the disputed charges and if, in its reasonable discretion, Clipboard determines that an error was made, Client shall receive a credit or adjustment. Client’s dispute of all or part of an invoice shall not relieve Client of its obligation to timely pay all undisputed charges and invoices.

   3. Taxes. Client acknowledges and agrees that Marketplace Access Fees are exclusive of any applicable taxes, and Client is responsible for the payment of all taxes that may now or in the future be associated with this Agreement or Client’s use of the Marketplace, other than federal and state taxes based on Clipboard’s income. Client may not withhold from or otherwise reduce the amounts paid to Clipboard hereunder on account of any such taxes.

5. Term and Termination.

   1. Term. This Agreement shall commence on the Effective Date and will continue until terminated in accordance with this Section 5 (the “Term”).

   2. Termination for Convenience. Either Party may terminate this Agreement without cause upon fifteen (15) days’ prior written notice to the other Party.

   3. Termination for Cause. Either Party may terminate this Agreement immediately by written notice to the other Party if:

      1. The other Party is in material breach of this Agreement, including any representation or warranty herein, and such breach is not cured within ten (10) days following that Party’s receipt of notice of such breach, provided, however, there shall be no cure period for a breach that: (1) is the result of gross negligence or willful misconduct; (2) in the reasonable opinion of the Party seeking termination, cannot be cured; or (3) is reasonably likely to result in irreparable harm to the Party seeking termination.

      2. The other Party: (1) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (2) files a petition for bankruptcy; or (3) commences, or has commenced against it, proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

   4. Suspension. Clipboard reserves the right to suspend Client’s access to the Marketplace and/or suspend Clipboard’s performance of this Agreement if any amount owed by Client is not paid when due or if Client is otherwise in material breach of this Agreement.

   5. Effect of Termination; Survival. Any shifts or visits in progress at the time of termination of this Agreement shall continue for their scheduled duration and shall be governed by this Agreement notwithstanding its termination. Any future shifts or visits that have not yet started at the time of termination of this Agreement shall be deemed canceled. The following provisions shall survive termination of this Agreement: Section 4 (Invoicing and Payments); Section 5(e) (Effect of Termination); Section 6 (Confidentiality); Section 8 (Indemnification); Section 9 (Insurance); Section 10 (Limitation of Liability); Section 11 (Disputes; Binding Arbitration); and Section 12 (Miscellaneous).

6. Confidentiality.

   1. Confidential Information. Each Party acknowledges and agrees that in the performance of this Agreement it may have access or be exposed to confidential information of the other Party or third parties (“Confidential Information”). Confidential Information means information that has been designed as confidential, or that the Party receiving it reasonably should know is intended to be confidential, including, without limitation, business, financial, technical, and operational information of the Parties, as well as personal information of Professionals. Confidential Information does not include: (i) information that was in the receiving Party’s lawful possession prior to the disclosure; (ii) information that is lawfully disclosed to the receiving Party by a third party without actual, implied, or intended restriction on disclosure through the chain of possession, or (iii) is independently developed by the receiving party without the use of or access to the Confidential Information, as corroborated by written records.

   2. Obligations. Each Party acknowledges and agrees that: (i) all Confidential Information shall remain the exclusive property of the disclosing Party; (ii) it shall not use Confidential Information of the other Party for any purpose except in furtherance of this Agreement; (iii) it shall not disclose Confidential Information of the other Party to any third party, except to its employees, officers, contractors, agents, and service providers (“Permitted Persons”) as necessary to perform their obligations under this Agreement, provided such Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (iv) it shall, to the extent permitted by applicable law, return or destroy all Confidential Information of the disclosing Party, upon the termination of this Agreement or at the request of the other Party.

7. Warranties.

   1. Mutual Warranties. Each Party represents and warrants to the other Party that: (i) it is a legal entity duly organized and validly existing under the laws of its relevant jurisdiction; (ii) it has the full right, power and authority to enter into this Agreement; (iii) this Agreement is a valid and binding obligation of such Party; (iv) it has obtained and shall maintain throughout the Term all necessary licenses, authorizations, approvals, and consents to enter into and perform its obligations hereunder; and (v) it shall comply with all applicable laws and regulations in its performance of the Agreement.

   2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE MARKETPLACE, THE APP, THE CREDENTIAL VERIFICATION SERVICES, THE SUPPORT SERVICES, AND THE SERVICES OF PROFESSIONALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. CLIPBOARD EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT USE OF THE MARKETPLACE AND/OR THE APP MAY REQUIRE CLIENT’S DATA TO BE ACCESSED AND TRANSFERRED THROUGH THIRD-PARTY SYSTEMS NOT UNDER CLIPBOARD’S CONTROL. CLIPBOARD MAKES NO WARRANTY AND TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW DISCLAIMS ALL LIABILITY WITH RESPECT TO THE SECURITY OF SUCH SYSTEMS.

8. Indemnification.

   1. Indemnification by Clipboard. Clipboard will defend, indemnify, and hold harmless Client, together with its equityholders, directors, officers, employees, agents, and affiliates (each, a “Clipboard Indemnified Party”) from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or out-of-pocket expenses of whatever kind, including reasonable attorneys’ fees, the costs of enforcing any right to indemnification under this Agreement (collectively, “Losses”), incurred by any Clipboard Indemnified Party arising from any allegation that the Marketplace or the App infringe upon any copyright, trade secret, or U.S. patent of any third party. The indemnity provided by this Section 8(a) constitutes Clipboard’s sole liability and Client’s exclusive remedy for such Losses.

   2. Indemnification by Client. Client will defend, indemnify, and hold harmless Clipboard, together with its equityholders, directors, officers, employees, agents, and affiliates (each, a “Client Indemnified Party”) from any and all Losses incurred by any Client Indemnified Party arising from: (i) use of the Marketplace or App by Client or anyone using an account created by Client; (ii) Client’s breach of this Agreement; or (iii) negligence, recklessness, willful misconduct, or any violation of law by Client or anyone acting on its behalf.

   3. Indemnification Procedure. Any Party seeking indemnification under this Agreement will promptly notify the other Party in writing of the claim and cooperate with the other Party in defending the claim. To the extent permitted by applicable law, the Party providing indemnity will have full control and authority over the defense provided; however, that: (i) any settlement requiring the indemnified Party to admit liability, be subject to injunctive or other equitable penalties, or to pay any money damages will require that Party’s prior written consent; and (ii) the indemnified Party may join in the defense with its own counsel at its own expense.

9. Insurance. Throughout the Term and for a period of three (3) years thereafter, each Party will maintain in effect the following policies of insurance, with reputable insurance carriers: (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence, $3,000,000 annual aggregate; and (b) professional liability insurance with a limit of not less than $1,000,000 per claim, $3,000,000 annual aggregate. Each Party will name the other Party as an additional insured under the policies required by this Section 9, and will furnish the other Party with certificates of insurance evidencing the required coverages upon request.

10. Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUE, LOSS OF DATA OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS SET FORTH IN SECTION 8(A), IN NO EVENT WILL CLIPBOARD’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO CLIPBOARD IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT THAT GAVE RISE TO THE LIABILITY.

11. Disputes; Binding Arbitration. ALL DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE SUBMITTED TO THE AMERICAN ARBITRATION ASSOCIATION FOR BINDING ARBITRATION PURSUANT TO ITS COMMERCIAL ARBITRATION RULES WITH EXPEDITED PROCEDURES ELECTED. THE ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF LOS ANGELES, CALIFORNIA, AND ALL OF THE FEES AND COSTS OF THE ARBITRATION SHALL BE SHARED EQUALLY BY THE PARTIES. ATTORNEY’S FEES MAY BE AWARDED TO THE PREVAILING PARTY AT THE DISCRETION OF THE ARBITRATOR, BUT THE ARBITRATOR SHALL HAVE NO POWER TO ALTER OR AMEND THIS AGREEMENT OR TO AWARD ANY RELIEF INCONSISTENT WITH THE PROVISIONS HEREIN OR UNAVAILABLE IN A COURT OF LAW.

12. Miscellaneous.

    1. Notices. Any notice under this Agreement must be in writing and delivered by first class mail, certified mail, overnight mail, or e-mail. Such communications shall be effective when they are received by the addressee Monday to Friday from 8:30 am to 5:00 pm Pacific Time; but if sent by certified mail in the manner set forth above, they shall be effective three (3) days after being deposited in the mail. Notices to the Client shall be sent to any mailing or e-mail provided by the Client upon acceptance of this Agreement. Except with respect to provisions of this Agreement that expressly provide another method, notices to Clipboard shall be sent to:

    Twomagnets LLC d/b/a Clipboard Health
    Attn: Legal Department
    440 N. Barranca Ave. #5028
    Covina, CA 91723
    contracts@clipboardhealth.com

    Either Party may change its address for such communications by giving notice to the other Party in conformity with this Section 12(a).

2. Interpretation. Each Party has been represented by, or had the opportunity to be represented by, independent legal counsel. Therefore, the normal rule of construction that an agreement shall be interpreted against the drafting Party shall not apply.

3. Waiver. No waiver by a Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

4. Force Majeure. Neither Party will be liable for delays in performance or for non-performance if such delay or non-performance is caused by contingencies beyond the reasonable control of the non-performing Party, including but not limited to, riot, war or hostilities between nations, extreme weather conditions, embargoes, government orders, regulations, natural disasters, laws, ordinances or rulings, fire, or acts of God. The non-performing Party will give prompt written notice to the other Party of the reason for its delay or non-performance and the extent and expected duration of its inability to perform. Upon cessation of such situation, the non-performing Party will resume performance as soon as practicable following cessation of such situation; provided, however, that Sponsor and Partner shall not be liable for compliance with new regulatory requirements that make compliance impossible or impracticable.

5. Assignment. This Agreement is not assignable, or transferable by either Party without the prior written consent of the other, which shall not be unreasonably withheld, provided that such consent is not required in case of assignment to a successor by way of an asset sale, merger, change of control, or operation of law where the acquiring entity assumes all liabilities, responsibilities, and obligations of the assigning entity hereunder. Any other attempted assignment, transfer, or sublicense shall be void. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

6. Conflicts. In the event of a conflict among the documents comprising this Agreement, the terms of the document appearing earliest in the following list will prevail, but only to the extent of the conflict: (i) this MAA; (ii) BAA, (iii) the Terms of Service; and (iv) the Privacy Policy.

7. Obligations Joint and Several. Each of the entities comprising Client shall be jointly and severally responsible for performance of each of Client’s obligations under this Agreement. In the event of a breach of this Agreement by Client, Clipboard may, in its sole discretion, seek recovery against any such entity or combination of entities for of all sums due hereunder without first exhausting its remedies as to any others.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

9. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated under this Agreement be consummated as originally contemplated to the greatest extent possible.

10. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the Parties. Clipboard may, in its sole discretion, amend this Agreement, including any of the documents that comprise it, at any time. If Clipboard makes changes to this Agreement, it will provide Client with written notice of those changes before the revised Agreement becomes effective. If Client disagrees with the revised Agreement, it may terminate the Agreement immediately and without penalty. If Client does not terminate the Agreement before the date the revised Agreement becomes effective, Client’s continued use of the Marketplace and/or the App will constitute acceptance of the revised Agreement.