Direct Primary Share Terms of Service

Welcome to Direct Primary Share! These Terms of Service (“Terms of Service”) governs any access and use by you and/or the entity or person on whose behalf you are accepting these Terms (“you”) of Direct Primary Share, Inc.’s (“Direct Primary Share”, “we” or “us”) online service for direct care providers and any related software or services (the “Direct Primary Share Service”) made generally available by Direct Primary Share through a web application on our website, www.directprimaryshare.com, and any corresponding sites or mobile applications (collectively, the “Site”). You may not use the Services without agreeing to these Terms of Service.

By accessing or using the Site or the Direct Primary Share Service, you acknowledge and agree that you’ve read, understood, and accept these Terms of Service and agree to be bound by it.

For some customers, these Terms of Service may be incorporated into another agreement you have with us, such as an enterprise master services agreement (“MSA”). If this applies to you, then in the event of a conflict between these Terms of Service and the MSA, the MSA will govern.

The Direct Primary Share Service is a software-as-a-service or “SaaS” offering, which means that our software is delivered through our Site and is not locally installed on your devices. This allows us to offer the Direct Primary Share Service to you efficiently and effectively through our Site, but it also requires that we do not allow for modification or deviation from these Terms of Service on a per customer basis. Please contact us at info@directprimaryshare.com if you have any questions.

Please read these terms CAREFULLY, as they may have changed! We may revise and update these Terms of Service from time to time in our sole discretion. In the event of a material change, we will notify you by posting the updated Terms of Service on this page. You may also be notified via the contact information you provided to us, or upon your next log-in to the Direct Primary Share Service. The updated Terms of Service will be effective thirty (30) days after such notice, and your continued use of the Direct Primary Share Service after you have been notified of the updated Terms of Service will constitute your acceptance of the updated Terms of Service (unless a longer notice period is required by Applicable Law, as defined below); provided, however, that if you provide Direct Primary Share with written rejection of the updated Terms of Service within the thirty day notice period, the binding terms in effect between you and Direct Primary Share prior to beginning of the notice period will continue to be in full force and effect unless terminated according to their terms.

1. The Direct Primary Share Service and Site

1.1

Access and Use: Subject to the terms and conditions of these Terms of Service and all applicable local, state, national and international laws, rules, and regulations (“Applicable Law”), you may access and use the Direct Primary Share Service through the Site during the Service Term (as defined below) solely for your internal business purposes, including in connection with providing medical services to your patients, members, employees and/or customers (“Members”).

1.2

User Accounts: When you sign up or register with Direct Primary Share for use of the Direct Primary Share Service, you agree that all information provided to Direct Primary Share relating to you will be true, accurate, current and complete to the best of your knowledge. You agree to promptly update all such information whenever any of it changes. You are entirely responsible for maintaining the confidentiality of your account information and password. In particular, you agree not to use the account, user name, or password of any other Direct Primary Share Service user or account, and you agree not to share your password, access to your account, or otherwise authorize any third party to use your Direct Primary Share Service account.

1.3

Restrictions and Limitations: You may use the Direct Primary Share Service and Site only for lawful purposes and in accordance with these Terms of Service. We are under no obligation to enforce these Terms of Service on your behalf against another user. We encourage you to let us know if you believe another user has violated these terms or otherwise engaged in prohibited or illegal conduct.

You agree not to, and will not assist, encourage, or enable others to use the Health Service and Site:

• For any commercial purpose, except as expressly permitted under these Terms of Service.
• To violate any applicable national, regional, federal, state, local, or international law or regulation.
• To transmit, or procure the sending of, any advertising or promotional material.
• To threaten, stalk, harm, or harass others, or to promote bigotry or discrimination.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Direct Primary Share Service or Site, or which, as determined by us, may harm us or other users of the Direct Primary Share Service or Site or expose them to liability.
• To create, send, knowingly receive, display, transmit, upload, download, use, or reuse any material or content which:
• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person;
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under Applicable Law, or that otherwise may be in conflict with these Terms of Service;
• Be likely to deceive or confuse any person; or
• Promotes or assists in any illegal activity.

Additionally, you agree not to, and will not assist, encourage, or enable others to:

• Violate these Terms of Service;
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Direct Primary Share Service or Site (other than User Data), except as expressly authorized by us;
• Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Direct Primary Share Service or Site or on any materials printed or copied from the Direct Primary Share Service and Site;
• Record, process, harvest, collect, or mine information about other users;
• Access, retrieve, or index any portion of the Direct Primary Share Service or Site for purposes of constructing or populating a searchable database;
• Reformat or frame any portion of the Direct Primary Share Service and Site;
• Use the Direct Primary Share Service or Site in any manner that could, in our sole discretion, disable, overburden, damage, or impair the site or interfere with any other party’s use of the Direct Primary Share Service and Site, including their ability to engage in real time activities through the Direct Primary Share Service and Site;
• Use any robot, spider, or other automatic device, process, or means to access the Direct Primary Share Service or Site for any purpose, including to monitor or copy any of the Direct Primary Share Content or other Site content;
• Use any manual process to monitor or copy any of the Direct Primary Share Content or other material on the Direct Primary Share Service or Site, or for any other unauthorized purpose without our prior written consent;
• Use any device, software, or routine that interferes with the proper working of the Direct Primary Share Service or Site;
• Use the Direct Primary Share Service or Site or any Customer Content to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature;
• Use the Direct Primary Share Service or Site to violate the security of any computer network, crack passwords or security encryption codes, disrupt or interfere with the security of, or otherwise cause harm to, the Direct Primary Share Service and Site or Site content;
• Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Direct Primary Share Service or Site or features that enforce limitations on the use of the Direct Primary Share Service or Site;
• Reverse engineer any portion of the Direct Primary Share Service and Site;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Direct Primary Share Service and Site, the server on which the Direct Primary Share Service or Site is stored, or any server, computer, or database connected to the Direct Primary Share Service or Site;
• Attack the Direct Primary Share Service or Site via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempt to interfere with the proper working of the Direct Primary Share Service or Site.

The restrictions above only apply to the extent permissible under Applicable Law. Nevertheless, you agree not to act contrary to them (even if permissible under Applicable Law) without providing thirty (30) days’ prior written notice to us at info@directprimaryshare.com, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

Notwithstanding the foregoing, you may copy, print and use reports generated by the Direct Primary Share Service in accordance with the standard functionality of the Direct Primary Share Service. Access to and use of the Direct Primary Share Service is subject to the applicable terms and conditions of any agreement between Direct Primary Share and any third party regarding software or data from such third party that is contained within the Direct Primary Share Service.

1.4

Member Responsibility: You are solely responsible and liable for your Members and their use of the Direct Primary Share Service and Direct Primary Share hereby disclaims responsibility or liability with respect thereto. Without limiting the foregoing, you are responsible for any support, training and communication with and for your Members with respect to the Direct Primary Share Service.

1.5

Reservation of Rights: Subject to the rights expressly granted hereunder, Direct Primary Share and its licensors retain all right, title and interest in and to the Direct Primary Share Service and the Site (including all information, content, software and other materials therein, excluding User Data) and in and to all of Direct Primary Share’s other intellectual property rights. No intellectual property or other rights or licenses are granted or otherwise provided by Direct Primary Share under these Terms, by implication, estoppel or otherwise, beyond those expressly provided for herein. No software or copies thereof are sold, transferred, distributed, or licensed hereunder; instead only the limited right to access and use the Direct Primary Share Service, as expressly provided for in these Terms of Service, is granted hereunder.

1.6

Changes to the Direct Primary Share Service: Direct Primary Share reserves the right, in its sole discretion, at any time to modify, augment, limit or otherwise change the Direct Primary Share Service (or Direct Primary Share’s website, mobile applications, or other platforms through which you access the Direct Primary Share Service) without advance notice. All such changes shall be governed by these Terms of Service, unless otherwise expressly stated by Direct Primary Share in writing.

1.7

Direct Primary Share Content: The Site and the Direct Primary Share Service may from time to time contain or provide to you data, articles, publications, content, materials, reports, analyses and other information generated by, available on, or otherwise provided through the Direct Primary Share Service or the Site, whether produced by Direct Primary Share or third parties (collectively, “Direct Primary Share Content”). You acknowledge and agree that any use by you of the Direct Primary Share Content is at your own risk, and that such risk includes, but is not limited to, the risk that Direct Primary Share Content is erroneous, inaccurate or may result in or produce invalid results or information, omissions, misrepresentations, and similar issues. You agree that Direct Primary Share shall not be liable or responsible for any damages, liabilities, costs, harms, business disruptions or expenditures of any kind that may arise from or in connection with your use or application of any Direct Primary Share Content. All Direct Primary Share Service Content is provided for your convenience only on an “as-is” and “as-available” basis without warranty of any kind. Direct Primary Share does not warrant, guarantee, endorse, support, represent, verify or otherwise have any responsibility for the completeness, truthfulness, accuracy or reliability of any Direct Primary Share Content. All use of and reliance upon any such information shall be solely your responsibility and at your risk. Without limiting the foregoing, no analyses, reports or other information obtained or provided through the Direct Primary Share Service or the Site are intended to be (nor should be relied upon as) medical advice or instructions for medical diagnosis or treatment. The Direct Primary Share Service and Site may contain links to third party websites or resources. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites or resources or the content, products or services on or available therefrom. Links to such websites and resources do not imply any endorsement by Direct Primary Share thereof or the content, products or services thereon. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources and are subject to the user terms and conditions of use for such websites.

1.8

Payment Processor: We work with payment processors, to help process credit card transactions and other payment methods made through the Direct Primary Share Service and Site. Our payment processors may receive information from your use of the Direct Primary Share Service and Site, such as details of financial transactions you participate in on the Direct Primary Share Service and Site, including the amount, currency, and method of payment. By participating in financial transactions on the Direct Primary Share Service and Site, you agree that you have reviewed and are subject to the user terms and conditions of the payment processor and that you are solely responsible for complying with all applicable provisions of any terms of service or other applicable policies or binding agreements between you and such payment processors.

1.9

ACH Payments: The ACH network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and its member organizations. Where submitting Charges over the ACH network, you are required to comply with the NACHA Operating Rules. NACHA may amend the NACHA Operating Rules at any time, and we may amend these Terms as necessary to comply with the NACHA Operating Rules. You understand and accept your role as the Originator (as defined in the NACHA Operating Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with the NACHA Operating Rules and the Documentation for ACH Transactions. We recommend ensuring that you obtain compliant authorizations from Customers and are capable of producing copies of these authorizations if required. A breach of the NACHA rules makes you potentially liable for penalties and fees, as well as reversal of any related transaction. As with other Payment Processing Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by applicable Law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction. Any Disputes or unauthorized Charges using the ACH network may result in you becoming unable to accept ACH payments.

2. User Data

2. 1

Definition: “User Data” means all data, information, communications, text, files, photographs, graphics, video, messages or other materials or content, uploaded, submitted, posted or otherwise provided to the Direct Primary Share Service (and/or the Site) by or for you, including without limitation data relating to your Members and their interactions with you and your services. User Data is yours (and, if applicable, your Members’), and Direct Primary Share makes no claim to ownership of User Data or any rights associated therein that are not explicit granted in these Terms or any other binding agreement between you and Direct Primary Share.

2. 2

Use of User Data: You acknowledge and agree that Direct Primary Share requires certain use rights in the User Data in order to provide the Direct Primary Share Service, the Site, other related services, and otherwise fulfill its obligations to you in these Terms of Service and any MSA with you that incorporates these Terms. Subject to the provisions of these Terms of Service, our privacy policy, found at https://www.directprimaryshare.com/privacy (“Privacy Policy”), and any applicable terms and conditions relevant to the privacy and security of User Data, such as those included within an MSA or Business Associate Agreement between Direct Primary Share and you, you agree that Direct Primary Share may use User Data that you upload, submit, post or otherwise provide to Direct Primary Share solely (i) to operate, maintain and administer the Direct Primary Share Service, (ii) to develop, modify, use and improve the Direct Primary Share Service and other products and services of Direct Primary Share, and (iii) to prepare aggregated and anonymized data (meaning that it can no longer be used to identify you, any Member, or any other individual) from User Data for purposes of preparing statistical and analytic information. Notwithstanding anything else in these Terms of Service to the contrary, Direct Primary Share reserves the right to use and disclose any Personal Data that is publicly available or becomes publicly available by you and Direct Primary Share will not be liable to you for any such disclosure.

2. 3

Protection and Privacy of User Data: Direct Primary Share acknowledges that, in some cases, User Data may include sensitive, confidential, or proprietary information related to you or your Members. Direct Primary Share has implemented and maintains appropriate technical and organizational safeguards to protect User Data. Direct Primary Share also offers specific terms applicable to any PHI in a Business Associate Agreement, as described in Section 2.4 below.

2. 4

HIPAA and Business Associate Agreement: The Direct Primary Share Service is designed to comply with HIPAA with respect to any Protected Health Information (“PHI”) (as that term is defined in 45 CFR § 160.103) included within User Data that is uploaded or transferred by you or your Members to the Direct Primary Share Service. The use and disclosure of such PHI will be governed by the Business Associate Agreement, which must be entered into between you and Direct Primary Share as a necessary condition precedent to Direct Primary Share’s performance under these Terms of Service and prior to any such upload or transfer, and the Privacy Policy. With respect to PHI, in the event of a conflict between the Privacy Policy or any other terms and conditions in effect between you and Direct Primary Share and the Business Associate Agreement, the Business Associate Agreement will govern.

2. 5

Disclaimers: Disclaimers. You acknowledge that the nature and content of User Data that is uploaded or submitted to the Direct Primary Share Service is solely determined by you and/or your Members. You agree that Direct Primary Share will under no circumstances be liable in any way for any errors, omissions, or inaccuracies, including any loss or damage of any kind (including any modification, loss, or deletion of User Data) incurred as a result of your use of, or your reliance on, any User Data or analysis thereof to the extent such errors, omissions, inaccuracies, loss, or damage did not arise as a result of Direct Primary Share’s negligence, misconduct, or violation of these Terms of Service or the Privacy Policy.

3. Licenses and Ownership

3.1

Direct Primary Share Intellectual Property Rights: Direct Primary Share and its licensors retain all right, title and interest in and to all Intellectual Property Rights associated with or arising out of the Direct Primary Share Service (including all information, content, and other materials therein, excluding User Data) provided under these Terms of Service. For purposes of these Terms of Service, “Intellectual Property Rights” means all patents and inventions (whether patentable or not), trademarks and all goodwill associated therewith, copyrights and copyrightable works (including software), trade secrets, know-how and other confidential and proprietary information, and all other forms of intellectual property rights. Direct Primary Share reserves all rights not explicitly granted by these Terms of Service.

3.2

License to Customer Content: To the extent you or your Members provide to Direct Primary Share any information, content, data, or other materials to Direct Primary Share in connection with the Direct Primary Share Service (collectively, the “Customer Content”), you hereby grant to Direct Primary Share a sublicensable, non-exclusive license to use and reproduce the Customer Content and any Intellectual Property Rights associated therewith solely for (a) providing the Direct Primary Share Service, the Site, or any other related services, and (b) for Direct Primary Share’s internal business purposes, provided that Customer Content used for such purposes is aggregated and anonymized. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to grant the foregoing license and to permit Direct Primary Share to exercise all rights in the Customer Content granted hereunder. For the avoidance of doubt, to the extent the Customer Content includes User Data, the terms of Section 2 (and not this Section 3.2) shall apply to such User Data.

4. Fees and Payment Terms

4.1

Fees: You agree to pay Direct Primary Share the fees associated with the Direct Primary Share Service or other services or offerings provided to you by Direct Primary Share (“Fees”) pursuant to the pricing schedule found at www.directprimaryshare.com, unless an alternate pricing schedule is agreed to in writing between you and Direct Primary Share in other applicable order documentation or notices (the agreed upon pricing schedule, an “Order”). Direct Primary Share will provide Customer with a regular invoice detailing the Fees owed according to the applicable Order. All Fees paid are non-refundable and non-creditable.

4.2

Changes to Pricing: Direct Primary Share may change or update its pricing schedule found at www.directprimaryshare.com from time to time in its sole discretion. Any such change or update will become effective automatically upon its posting. In the event such change or update effects the Fees owed by you to Direct Primary Share, Direct Primary Share will provide written notice to you at the contact information associated with your user account. Upon receipt of such notice, you may terminate these Terms of Service pursuant to the termination provisions below. If you do not terminate these Terms of Service, your continued use and access of the Direct Primary Share Service shall constitute acceptance of the changed or updated pricing schedule and any applicable Order between you and Direct Primary Share will be amended accordingly. Direct Primary Share reserves the right to provide the Direct Primary Share Service, or certain features or functionalities thereof, free of charge, and doing so will not be construed to limit in any way Direct Primary Share’s right to charge applicable fees for such services, features, or functionalities as described herein.

4.3

Additional Offerings: Direct Primary Share may offer certain additional products or services to you during the Service Term (“Additional Offerings”). Customer may accept or reject any Additional Offerings offered by Direct Primary Share pursuant to the terms and conditions associated with the Additional Offerings. If Customer accepts any Additional Offerings, any additional Fees owed with respect to the Additional Offering will be added to the applicable Order and will be subject to the same payment terms and conditions, unless otherwise stated in writing by Direct Primary Share.

4.4

Payment Terms: Unless otherwise specified in an applicable Order, you will pay all Fees within thirty (30) days of the date indicated in the invoice. All Fees are payable in United States dollars. You may specify a form of electronic payment at the time you register with Direct Primary Share for the Services, or, if no such payment form is specified, you will pay the Fees using a form of payment described in the invoice. Any Fees that are not received from you when due will accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment is due until the date paid. You agree to keep all information provided to Direct Primary Share with respect to payment methods (such as credit card information) accurate and up to date.

4.5

Taxes: Each party is responsible for all taxes levied against that party in connection with these Terms of Service. If for any reason Direct Primary Share has an obligation to collect or pay taxes for which you are responsible, such amounts paid will be added to the Fees and will be subject to the same payment terms and conditions, unless otherwise stated.

5. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES

Please review this section CAREFULLY.

5.1

Direct Primary Share represents and warrants that the Direct Primary Share Service substantially conforms to the operational features and documentation available on the Site, and that Direct Primary Share will provide the Direct Primary Share Service in a manner consistent with generally accepted industry standards. In the event of an alleged breach of this limited warranty, you will notify Direct Primary Share regarding such breach within thirty (30) days after the incident giving rise to the claim of breach of this limited warranty, and Direct Primary Share will, as your sole and exclusive remedy for such breach, use commercially reasonable efforts to cure the breach in compliance with this limited warranty.

5.2

Except as specifically provided in this section, Direct Primary Share makes no warranties, express or implied, statutory or otherwise, with respect to the Direct Primary Share Service, Direct Primary Share Content, or any other products, services, materials or anything else provided under these Terms. Direct Primary Share specifically disclaims all other warranties, express and implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising from a course of dealing or usage or trade, and all such warranties are hereby excluded to the fullest extent permitted by law. Except as expressly provided in these Terms, the Direct Primary Share Service is provided on an “as-is” and “as available” basis.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1

Indemnification: You agree to defend, indemnify, and hold Direct Primary Share, its officers, directors, employees and agents harmless from and against any and all third-party claims, liabilities, losses, and expenses, including without limitation reasonable attorneys’ fees and costs, arising out of or in any way connected (i) your use of the Site and the Direct Primary Share Service; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any Applicable Law, including without limitation HIPAA; and (v) your gross negligence, recklessness, or willful misconduct.

6.2

Limitation of Liability: To the maximum extent permitted by Applicable Law, in no event shall Direct Primary Share, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site or the Direct Primary Share Service. Under no circumstances will Direct Primary Share be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site, the Direct Primary Share Service or your account or the information (including User Data) contained therein. In no event will Company's (or its affiliates’, officers’, directors’, employees’, agents’ and licensors’) cumulative liability to you exceed the amounts paid by Customer to Direct Primary Share hereunder during the twelve (12) months immediately prior to the event giving rise to such liability. Please note that some jurisdictions do not allow for such exclusion or limitations, so the foregoing limitations or exclusions may not apply to you.

7. Term and Termination: The “Service Term” will commence on the Effective Date and continue for twelve (12) months, whereupon, this agreement will automatically renew for successive twelve (12) month periods unless (a) either party provides the other with written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term or (b) these Terms of Service are terminated pursuant to this Section 8.

7.1

Termination by You: You may terminate these Terms of Service at any time for any reason or no reason upon thirty (30) days prior written notice, which termination will become effective upon the end of thirty (30) day notice period or the end of the then-applicable Service Term, whichever is later. For the avoidance of doubt, you will remain liable for any Fees, including periodic subscription fees, that become due prior when the termination becomes effective.

7.2

Termination by Direct Primary Share: Direct Primary Share may terminate these Terms of Service (including, as a consequence thereof, your access to the Direct Primary Share Service) (a) upon material breach of these Terms of Service by you (including but not limited to failure by you to pay Fees when due); provided that Direct Primary Share gives written notice to you of the material breach and such material breach is not cured within thirty (30) days thereafter; or (b) at any time for any reason or no reason upon thirty (30) days prior written notice. Termination pursuant to Section 8.2(a) will be effective immediately, and termination pursuant to Section 8.2(b) will become effective upon the later of the end of the thirty day notice period or the end of the then-applicable Service Term.

7.3

Suspension of Service: Notwithstanding anything in these Terms of Service to the contrary, Direct Primary Share reserves the right to immediately suspend access to the Direct Primary Share Service in the event Direct Primary Share reasonably believes that continued provision of the Direct Primary Share Service would result in violation of Applicable Law or the immediate harm to health, property, or the rights of you, of your Members, Direct Primary Share, or any other person or entity

7.4

Effect of Termination: Upon termination, all licenses and other rights granted to you under these Terms of Service will immediately cease and you will no longer be permitted or authorized to access or use the Direct Primary Share Service. For a period of thirty (30) days after the effective date of termination, Direct Primary Share will make available to use the User Data you provided to us upon written request, after which time (unless otherwise required by HIPAA or other Applicable Law) the User Data will no longer be accessed by you and, upon written request, will be destroyed or returned to you unless Direct Primary Share is legally obligated to maintain such User Data. Sections 1.3, 1.4, 1.5, 1.7, 2.1-2.4, and 6-9 of these Terms of Service will survive any termination or expiration of these Terms of Service.

8. Miscellaneous

8.1

Governing Law: These Terms of Service are governed by the laws of the State of Texas without regard to principles of conflicts of law.

8.2

Assignment: You may not assign or otherwise transfer these Terms of Service or any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without prior written consent of Direct Primary Share.

8.3

Severability: If any provision of these Terms of Service are held invalid or unenforceable under Applicable Law by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.

8.4

No Waiver: The failure of Direct Primary Share to enforce any provision right or remedy in this Agreement shall not constitute a waiver of such provision, right or remedy.

8.5

Relationship of the Parties: Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

8.6

Electronic Notices: Direct Primary Share may provide notices to you with respect to this Agreement or the Direct Primary Share Service by posting such notices to your Direct Primary Share Service account or by sending them to the e-mail address or other contact address you provide upon sign-up, registration or setting up your account. Any such notices shall be deemed properly and timely given to you hereunder. You consent to the use of (a) electronic means to complete this Agreement and to provide you with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Direct Primary Share Service and the Site.

8.7

Entire Agreement: These Terms of Service (together with any terms and conditions expressly incorporated herein by reference, including without limitation the applicable Business Associate Agreement between you and Direct Primary Share) constitute the entire agreement between you and Direct Primary Share with respect to the subject matter hereof and governs your use of the Direct Primary Share Service and the Site, superseding any prior and contemporaneous agreements, understandings or arrangements between you and Direct Primary Share with respect to such subject matter; provided, however, that if these Terms of Service are incorporated into an MSA between you and Direct Primary Share, then such MSA (together with any terms and conditions expressly incorporated therein by reference, including without limitation the then-current Terms of Service and the applicable Business Associate Agreement) shall constitute the entire agreement between you and Direct Primary Share with respect to the subject matter hereof and governs your use of the Direct Primary Share Service and the Site, superseding any prior and contemporaneous agreements, understandings or arrangements between you and Direct Primary Share with respect to such subject matter.