1.1. “Confidential Information” means all information or material which is disclosed to the other Party under this Agreement and either (i) marked “Confidential” or with a similar mark or (ii) from the relevant circumstances should reasonably be assumed to be confidential.

1.2 “Hyperwallet” means the HIS USA Inc. (“HSI”) platform, with which the System integrates with to provide fund transfers under this Agreement

1.3. “Participants” means clinical trial participants to whom Customer seeks to transfer funds using the System.

1.4. “Protected Health Information” or “PHI” has the same meaning as the term “protected health information” in 45 C.F.R. §160.103.

1.5. “System” means the Nimblify Participant Payments Solution, through which the Technology is provided.

1.6. “Technology” means the technology provided by Nimblify through the System to the Customer, which enables Customer to transfer funds to Participants. The Technology allows Participants options for their payment preferences, as well as protocol visit templates and payment amounts that can be allocated to visits.

2.1. General.  The System, Technology and all copies, modifications, derivative works, new releases, and new versions and enhancements of the foregoing, by whomever produced (and all intellectual property rights therein) are owned exclusively by Nimblify or its vendors, as applicable. Customer shall acquire no rights or licenses thereto except as described in this Section

2.1. Subject to the terms of this Agreement, Nimblify grants Customer a limited, revocable, non-transferable and non-assignable right to access and use the System, solely for Customer’s internal business use. Customer will only use the System in accordance with all applicable laws, rules and regulations.

2.2. Hyperwallet Platform. Funds transferred by Nimblify to Participants on behalf of Customer under this Agreement are performed pursuant to the System’s integration with Hyperwallet. The System’s integration with Hyperwallet is subject to the following terms:

1. No Protected Health Information shall be transmitted between Nimblify and Hyperwallet.
2. Hyperwallet will keep information submitted through Hyperwallet confidential and will not contact Participants for any reason other than communicating about fund loads.
3. Hyperwallet is Payment Card Industry Data Security Standard (PCI DSS) compliant. Additional details regarding Hyperwallet’s security and privacy policies can be found at https://www.hyperwallet.com/security-compliance/ and http://www.hyperwallet.com/privacy-policy/.

3.1. Fees.  Fees for the System (the “Fees”) are indicated on the Signature Page:

3.2. Payment Terms. Customer shall pay Nimblify the Fees in accordance with this Agreement. All Fees are based on and contingent upon Customer’s processing activity and will be calculated pursuant to each transaction.  Nimblify reserves the right to change pricing for the Fees upon 30 days’ prior written notice to Customer by Nimblify. For purposes of clarity, Nimblify will transfer funds directly to Participants and Nimblify will reconcile such funds transferred to Participants against Customer’s Fees owed hereunder. Customer shall pay Nimblify pursuant to the option below that is set forth on Customer’s Signature Page.

Option 1: Customer shall pay Nimblify through ACH every other week, initiated by Nimblify after Customer provides Nimblify with a written e-mail including an attached report with the total amount and list of payments approved for payment. If approval for ACH is not sent within 5 days after the reporting period has ended, or if funds are not available at the time of ACH initiation, an additional 3% per month of outstanding amounts owed (or the greatest amount permitted by law, whichever is less) will be charged until payment is made.

Option 2: Customer shall pay Nimblify through ACH every other week, initiated by Customer after Customer provides Nimblify with a written e-mail including an attached report with total amount and list of payments approved for payment. If approval for ACH is not sent within 5 days after the reporting period has ended, or if funds are not available at the time of ACH initiation, an additional 3% per month of outstanding amounts owed (or the greatest amount permitted by law, whichever is less) will be charged until payment is made.

3.3. Cards. Customer shall pre-order a minimum of 100 prepaid debit cards for Participant payments. Customer shall pay all shipping costs for the prepaid debit cards and will pay such amounts in accordance with Section 3.2.

3.4 Custom Branding Option. Customer can choose to customize the look of the debit cards for the participants with a logo and colors of their choice, which requires an additional setup fee as well as higher fees and minimum card requirements. In such event, a fee of $1,500 shall be paid upon execution of this Agreement. The branding process, which typically takes 8-12 weeks, will not begin until such fees are paid. If using custom card branding, Customer shall pre-order a minimum of 1000 cards.

10.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the Parties, and there are no additional warranties, representations, or agreements between the Parties regarding the subject matter hereof. No modification, extension or waiver of or under this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party sought to be charged therewith.  No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement.

10.2. Assignment. Neither Party shall assign this Agreement without the prior written consent of the other Party, provided, however, either Party may assign this Agreement without the other Party’s prior written consent, to any affiliate or in the event of a merger, acquisition, or sale of all or substantially all of the assigning Party’s assets. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

10.3.  Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such Party.

10.4.  Governing Law. This Agreement shall be governed by accordance with the laws of the State of Wisconsin without giving effect to its conflict of laws principles. The Parties agree that the exclusive venue for all actions relating in any manner to this Agreement (excluding actions relating to the enforcement of a judgment) shall only be in a federal or state court of competent jurisdiction located in Dane County, Wisconsin. Each Party consents and submits to the personal jurisdiction of such courts and irrevocably waives any and all defenses inconsistent with this Section 10.4.

10.5. Independent Contractors; No Third Party Beneficiaries. The Parties acknowledge and agree that this Agreement shall not be construed to create any employment relationship, partnership, joint venture, or agency relationship. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties hereto and their respective successors and permitted assigns.

10.6   Notice.  All communications required or otherwise provided under this Agreement shall be in writing and shall be deemed given when delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested; (iii) by a nationally recognized overnight courier service; or (iv) by facsimile (with confirmation copy available upon request) to the address set forth on the Signature Page, as may be amended by the Parties by written notice to the other Party in accordance with this Section.

10.7   Interpretation; Severability.  Should any provision of this Agreement require judicial interpretation, the Parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one Party than against another.  In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.