Service Terms

Section 1. Services

1. Service Availability. Subject to Client’s compliance with the Levanto Agreement, BSWH will make the Service available to Authorized Users for the duration of the Term. An “Authorized User” means a person who is enrolled in Client’s group health plan (a “Covered Person”), who satisfies the applicable criteria for the applicable Products, and who has created a user account with BSWH and agreed to the additional terms that govern that person’s use of the Service (“End User Terms”). The End User Terms are between BSWH and the Authorized User, not Client. The Service is limited to those Products included in the Levanto Order Form or Levanto Addendum, as applicable (the “Order Form”), executed by Client and Levanto. The Order Form may be amended or supplemented in writing by Client and Levanto to add additional Products to the Service. To use the Service, the user must be an Authorized User. Client understands that the Service and the Products are not static and that BSWH may change or remove features of the Service or any Product from time to time without notifying Client.
2. Support. BSWH will provide reasonable support and assistance to Client in its rollout and implementation of the Service.
3. Implementation. BSWH and Client will work together and cooperate in good faith to implement the Service (the “Implementation”). The scope of the Implementation and the information, materials, and other cooperation required of Client (the “Implementation Requirements”) will depend on the Products subscribed to, Client’s particular Plan (as defined below), and other Client-specific factors. BSWH will communicate the Implementation Requirements to Client as a part of the Implementation, and Client will timely provide or perform all Implementation Requirements. If either Party believes it necessary, the Parties shall agree upon and attach to the Order Form the Implementation Requirements along with any other of the Parties’ respective obligations, estimated schedule, milestones or stages of implementation, and/or other terms applicable to the Implementation (the “Implementation Plan”). If attached to the Order Form, the Implementation Plan shall be considered a part of the Levanto Agreement. BSWH assumes that all Implementation Requirements and other materials and information to be performed or provided by Client (as a part of the Implementation or otherwise in connection with the Service) are complete and accurate. BSWH is not liable for any delays or other damages, including any poor, incomplete or failed performance of the Service or Products, to the extent resulting from Client’s failure to timely, completely, accurately, and cooperatively perform or provide the Implementation Requirements or other materials, information or activities required of Client as a part of the Implementation or otherwise in connection with the Service.
4. Products. Some Products are provided, in part or in whole, by third parties contracted with BSWH or its affiliate (“Program Partners”). For those Products, Authorized Users may be required to agree upon additional terms with the applicable Program Partner; however, each Authorized User may decide whether to use that Product. Authorized Users using Products provided by Program Partners may also be required to make further payment to the applicable Program Partner directly. Client acknowledges that, depending on its Plan, Client may have costs or expenses directly or indirectly related to Program Partners. Program Partners may provide BSWH with certain information regarding users’ use of their Products, which information (and BSWH’s rights to use that information) shall be subject to the applicable agreement between BSWH and that Program Partner. BSWH may change or remove Program Partners from time to time.

Section 2. Client Obligations

1. Eligibility Files. As part of the Implementation and again before the Go-Live Date, Client will cause the Plan (defined below) to provide BSWH with an initial list of Covered Persons (the “Eligibility File”). Each Eligibility File will include the data fields, be in the format and be transmitted using the method required by BSWH or as otherwise mutually agreed by the Parties as a part of the Implementation. After the Go-Live Date, Client will cause the Plan to provide updated Eligibility Files at least monthly, or more often if determined as a part of the Implementation, to reflect the then-current Covered Persons. BSWH will use the Eligibility Files to determine the eligibility of the Covered Persons who are permitted to use the Service. Client acknowledges that that there will be a reasonable delay between when BSWH receives the latest Eligibility File and when it is implemented. If Client makes Eligibility Files available to any of BSWH’s affiliates in connection with any other services provided by those affiliates, Client authorizes BSWH to obtain the Eligibility File directly from that affiliate.
2. Promotional Efforts. Client will send an initial outreach to Covered Persons (including new Covered Persons as they arise) to make the Covered Persons aware of the Service and to promote the Service, including to inform Covered Persons of the availability and benefits of the Service (the “Initial Outreach”). The Initial Outreach must be based upon and derived from the promotional materials and templates provided and pre-approved by BSWH (“Pre-approved Promotional Materials”). After the Initial Outreach, BSWH will assume the responsibility for all further promotional efforts regarding the Service (“Ongoing Promotions”). The frequency, content, and details of the Ongoing Promotions shall remain in BSWH’s discretion. Client agrees to reasonably assist BSWH in the Ongoing Promotions, including to provide that information and those materials reasonably requested by BSWH as a part of the Ongoing Promotions. Any specific requirements or activities required of either Party may be agreed upon by the Parties in the Implementation Plan (for initial promotional activities) and/or a marketing plan attached to the Order Form (the “Marketing Plan”) (for ongoing promotional activities). If Client conducts any additional promotional activity, all such materials must be based upon and derived from the Pre-approved Promotional Materials. Unless agreed otherwise in the Implementation Plan or Marketing Plan, Client is responsible for all out-of-pocket costs associated with the Initial Outreach, the Ongoing Promotions, and all other promotional efforts by on behalf of Client, including, without limitation, all home mailer and promotional item printing, production, postage, and delivery. ALL PRE-APPROVED PROMOTIONAL MATERIALS, ONGOING PROMOTIONS, AND BSWH’S PROMOTIONAL EFFORTS AND ASSISTANCE RELATED TO THIS SECTION ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND BSWH DOES NOT MAKE ANY COMMITMENT AS TO THE EFFECTIVENESS OF SUCH EFFORTS, ASSISTANCE, OR MATERIALS.
3. Compliance Matters. If applicable to the Service, Client is responsible for complying with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). BSWH is not responsible for communicating with any Covered Person about their COBRA benefits. If an Authorized User elects to continue receiving the Service as a COBRA benefit upon separation from Client, then Client will continue to include that person on the Eligibility File(s) for the duration of that benefit. Client agrees that if it fails to include such person on the Eligibility File(s), then BSWH will not approve the Service for that person, and Client assumes all liability that may result. Client is responsible for the design, development, and administration of the group health care benefits plan or plans that Client offers to Covered Persons (“Plan”). As a part of the Implementation, Client will provide to BSWH the Plan’s rules pertaining to payment for services and benefits related to the Product(s) selected by Client. Client agrees that under no circumstances is BSWH considered an insurer, guarantor, indemnifier, third-party administrator or underwriter of Client or the Plan, whether explicitly, implicitly, directly, or indirectly. If Client or its Plan is regulated under the Employee Retirement Income Security Act of 1974 (“ERISA”), BSWH is not responsible for complying with any requirements of ERISA imposed on Client or the Plan. BSWH will reasonably cooperate with Client or the Plan in their ERISA reporting requirements by furnishing that material or information reasonably requested by Client or the Plan and to which BSWH reasonably has access. BSWH is not, and will not be, designated or deemed the administrator or named fiduciary of any Plan for the purposes of ERISA or any applicable state legislation of a similar nature.
4. Accurate Representation of Service. Client will not misrepresent the functionality or features of the Service or any Products, whether as a part of its promotional activities, to Covered Persons, or to any other person or entity. The only representations and descriptions of the functionality or features of the Service or Products that Client is permitted to make are those provided by BSWH in writing.
5. Payments. The fees due for the Service and the relevant payment terms are specified in the Order Form between Client and Levanto.

Section 3. Prohibited Uses

Client shall make sure that it and its Covered Persons do not engage in the following activities, and if a Covered Person does engage in any of these activities, Client agrees to be responsible for the resulting damages:

1. Using the Service to commit fraud, violate the law, or to harm BSWH, any user, or any other person or business.
2. Reselling, reproducing, or exploiting the information available on the Service (except for using the Content (as defined below) for its intended purpose).
3. Removing any copyright, trademark, or other notice from any Pre-approved Promotional Material.
4. Creating or providing a business, technology, or service that links to the Service.
5. Using the Service to send any unsolicited or unauthorized content, including advertising, promotional materials, e-mail, junk mail, spam, or other form of solicitation.

Section 4. Marks

1. Client Marks. Client grants to BSWH a limited, non-exclusive, non-transferable, non-sublicensable, revocable (but only pursuant to the termination rights in the Service Terms) license to use Client’s trademarks (the “Client Marks”) in order to conduct the promotional activities described above; to publicly reference the transaction contemplated herein and Client as a client of BSWH (unless Client has notified BSWH in writing to refrain from such public referencing); and, if the Order Form states that the Service is to be white-labeled, to provide a version of the Service to Authorized Users that is branded with the Client Marks or that is co-branded with both Client’s and BSWH’s trademarks (the “Branded Service”). The specific details of any white-labeling of the Service are specified in the Implementation Plan. Client may review and approve how its Client Marks are presented in the Branded Service prior to the Go-Live Date; however, Client agrees that any delay in providing that approval may delay the Go-Live Date and BSWH is not liable for that delay. If Client has any specific guidelines or requirements regarding the use of its Client Marks, those guidelines and requirements must be submitted to BSWH in advance, and BSWH will use reasonable efforts to comply with them; however, the ultimate approval of the use of the Client Marks remains with Client. BSWH agrees that it will not modify or create any derivative works of the Client Marks except as Client may agree.
2. BSWH Marks. If any Pre-approved Promotional Materials include any trademarks of BSWH or any of its affiliates (including the Levanto name) (“BSWH Marks”), BSWH grants to Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable (but only pursuant to the termination rights in the Service Terms) license to use the BSWH Marks only in connection with the Pre-approved Promotional Materials in which the BSWH Mark is included and only in order to conduct the Initial Outreach, the Ongoing Promotions, and other promotional activities described above. Client agrees that it will not modify or create any derivative works of the BSWH Marks except as BSWH may agree.

Section 5. Property Rights.

1. Ownership. As between Client and BSWH, each Party owns all right, title, and interest in and to the intellectual property rights that it developed or obtained prior to the date of the Order Form or independent of its performance relating to the Levanto Agreement. For Client, this includes the Client Marks, and for BSWH, this includes the Service, the BSWH Marks, the Pre-approved Promotional Materials, and all Content. “Content” means all text, graphics, images, designs, layout, software, illustrations, pictures, photographs, videos, images, sound, descriptions, trademarks, logos, and other content (regardless of whether protected by intellectual property laws or not) made available through the Service. Neither Party grants to the other Party any right to any such intellectual property except as expressly stated in the Levanto Agreement.
2. Feedback. If Client provides to BSWH or Levanto any feedback, comments, ideas, concepts, or reviews (including, but not limited to, as they may relate to the Service) (“Feedback”), Client grants to BSWH an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback for any purpose, including to commercially exploit the Feedback or to further develop the Feedback into a component of the Service or a separate product. Client agrees that neither BSWH nor Levanto is required to credit or compensate Client for BSWH’s use of the Feedback. Client also agrees that BSWH may publish white papers, reports, marketing materials, or similar materials describing the outcomes and other experiences of Client and/or Authorized User relating to the Service, provided that such publications are (unless otherwise agreed) anonymous.
3. Third-Party Content. The Service includes content and services provided by Program Partners and other third parties (“Third-Party Components”). Third-Party Components may also include links to third-party websites, applications, and other properties managed by those third parties. The Program Partners and other providers of the Third-Party Components own all right, title, and interest in and to their respective Third-Party Components. Client agrees that BSWH making Third-Party Components accessible does not mean that BSWH endorses those Third-Party Components, and that BSWH is not liable for any damages arising from the Third-Party Components.

Section 6. Term and Termination

1. Term. Unless terminated sooner pursuant to its terms, the Levanto Agreement remains in effect for as long as the Order Form remains in effect.
2. Termination. Either Party may terminate the Levanto Agreement if the other Party materially breaches any provision of the Levanto Agreement. Termination will be effective on the thirty-first (31st) day after the terminating Party notifies the other Party in writing of its termination, with such notice describing the breach in reasonable detail, unless the breaching Party has cured the breach within thirty (30) days after the notice.
3. Effect of Termination. If the Levanto Agreement is terminated for any reason, the Order Form shall also automatically terminate and Client’s rights under the Levanto Agreement, including all rights for its Authorized Users to access and use the Service, will immediately and automatically end.
4. Survival. All provisions of the Levanto Agreement that are by their nature intended to survive the termination of the Levanto Agreement shall survive such termination, including Sections 1(C) (but only with respect to BSWH’s disclaimer of liability), 2(B) (but only with respect to BSWH’s disclaimer of warranties), 2(C), 2(D), 3, 5, 6(C), 6(D), 7, 8, 9, 10, 11, 12, 13, 14, 18, and 21 of the Service Terms.

Section 7. Confidentiality

In connection with the Levanto Agreement, BSWH and Client may share with each other certain information that a reasonable person would consider to be confidential (“Confidential Information”). BSWH’s Confidential Information includes the terms of the Levanto Agreement, the Service, and all Content. Each Party agrees to use the other’s Confidential Information only for purposes related to the Levanto Agreement and not to disclose the other’s Confidential Information to any third party unless first authorized by the other Party. However, each Party may disclose the other’s Confidential Information as necessary to perform or exercise its rights under the Levanto Agreement (provided any third party to which such disclosure is made agrees in writing to confidentiality terms no less stringent than those required of the disclosing Party under the Levanto Agreement and, if applicable, the BAA) or to comply with applicable law (provided the disclosing Party gives the other Party prior written notice if allowed by law). These confidentiality obligations do not apply if the information in question (a) is or becomes available to the general public unless due to the receiving Party’s breach of this Section, (b) is in the receiving Party’s possession, or is subsequently received, without any obligation of confidentiality prior to disclosure from the other Party, or (c) is independently developed by the receiving Party. All Confidential Information remains the property of the Party that disclosed it.

Section 8. Data Provisions

BSWH and Client agree that the Eligibility Files are PHI, as defined in the BAA. Client represents and warrants that it has and will continue to have the rights to allow BSWH to receive and retain, process, use, and disclose the Eligibility Files as permitted in the Levanto Agreement, and that doing so does not and will not violate the rights of any third party or any applicable law, rule, or regulation. As between BSWH and Client, BSWH owns all right, title, and interest in and to all data and information it receives directly from Program Partners, Covered Persons, or otherwise through the Service, other than the Eligibility Files (“Submitted Data”). Client acknowledges that BSWH may be subject to limitations and restrictions on its ability to share Submitted Data with Client. Notwithstanding anything to the contrary in the BAA, Client agrees that, subject to applicable laws (including any requirements of HIPAA pertaining to the de-identification of PHI), BSWH may create aggregated and/or de-identified data from any or all of the Eligibility Files, the Submitted Data, or from the use of the Service (the “Aggregated Data”). As between the Parties, BSWH owns all right, title, and interest in and to the Aggregated Data. Client specifically acknowledges and agrees that BSWH may use and disclose the Aggregated Data for its business purposes, including educational, promotional, regulatory, and commercial purposes, such as creating reports, as well as administering the Service. BSWH may monitor the operation and use of the Service to provide and improve the Service and BSWH’s other products and services.

Section 9. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THE LEVANTO AGREEMENT, BSWH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO CLIENT, INCLUDING WITH RESPECT TO THE SERVICE, THIRD-PARTY COMPONENTS, OR PROGRAM PARTNERS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BSWH DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 10. Indemnification

Each Party (the “Indemnitor”) agrees to defend the other Party (the “Indemnified Party”) against any suit brought by an unaffiliated third party to the extent alleging that: (a) the Indemnitor’s actions under the Levanto Agreement (including any material or data provided by the Indemnitor) has infringed, violated, or misappropriated the intellectual property rights or privacy rights of that party; (b) the Indemnitor has failed to comply with applicable law; (c) the Indemnified Party has suffered damages that were proximately caused by the Indemnitor’s gross negligence, intentional misconduct, or fraud; or (d) with respect to Client as an Indemnitor only, if Client has misrepresented the functionality or features of the Service or any Product (each, a “Claim”). Where Client is the Indemnitor, the Indemnified Party also includes Levanto. The Indemnitor also agrees to indemnify and hold harmless the Indemnified Party from all damages and expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction as a part of such Claim. The Indemnified Party agrees to promptly notify the Indemnitor of any Claim for which it seeks indemnification (provided that the Indemnitor shall be excused from such obligations only to the extent its rights are prejudiced by the Indemnified Party’s delay in providing, or failure to provide, such notice) and cooperate with the Indemnitor in its defense of the Claim. The Indemnitor may defend and settle any Claim in its sole discretion, so long as any settlement does not require the Indemnified Party to pay any amounts, take or stop taking any action, or admit any fault.

Section 11. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, BSWH AND LEVANTO, INCLUDING THEIR LICENSORS AND SERVICE PROVIDERS (THE “BSWH ENTITIES”), WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY, AND CLIENT WILL NOT BE LIABLE TO THE BSWH ENTITIES OR ANY THIRD PARTY, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY OF THE FOLLOWING: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES RELATING TO THE LEVANTO AGREEMENT, THE SERVICE, ANY THIRD-PARTY COMPONENT, OR ANY PROGRAM PARTNER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, OR ANY SECURITY BREACH; OR (B) ANY DAMAGES RELATING TO THE LEVANTO AGREEMENT, THE SERVICE, ANY THIRD-PARTY COMPONENT, OR ANY PROGRAM PARTNER THAT, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO LEVANTO UNDER THE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH PARTY’S REMEDIES UNDER THE LEVANTO AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THIS SECTION DOES NOT APPLY TO OR LIMIT EITHER PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER THE LEVANTO AGREEMENT OR DAMAGES ARISING FROM ITS FAILURE TO COMPLY WITH APPLICABLE LAW OR ITS GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR FRAUD.

Section 12. Disputes

1. Governing Law. The Levanto Agreement and all disputes that may relate to the Levanto Agreement are governed by the laws of the State of Texas, except for its choice of law rules.
2. Mediation. Except for actions seeking equitable relief, each Party agrees that, before bringing a lawsuit against the other Party relating to the Levanto Agreement, it will attempt in good faith to resolve such suit by submitting the matter to mediation in Bell County, Texas, using a mediator mutually agreeable to the Parties with a background in the industry and subject matter of the dispute. The Parties will share the mediation costs equally. All communications made and materials used in connection with the mediation are confidential as described in Section 154.073 of the Texas Civil Practice & Remedies Code or similar applicable laws. However, a Party may file a lawsuit before mediating the dispute to avoid expiration of the statute of limitations, in which case such lawsuit shall be abated pending completion of the mediation. Each Party agrees to use reasonable efforts to minimize damages during the pendency of any mediation or suit.
3. Venue. The Parties agree that all litigation between the Parties relating to the Levanto Agreement shall be brought exclusively in the Texas State courts located in Bell County, Texas, and each Party consents to the exclusive jurisdiction and venue of such courts.
4. Equitable Relief. In addition to all other remedies, each Party may enforce its rights under the Levanto Agreement by seeking equitable relief in any jurisdiction it considers appropriate, without the need to post bond or other security or to prove the inadequacy of monetary damages.

Section 13. Severability

If any section of the Levanto Agreement is determined by a court to be illegal, unenforceable, or invalid, the legality and enforceability of the remaining sections of the Levanto Agreement will still be in place.

Section 14. No Implied Waivers

The failure of either Party to require the full performance by the other Party of its obligations under the Levanto Agreement shall not affect the right to require such performance at any time thereafter. The waiver by either Party of a breach of any part of the Levanto Agreement does not constitute a waiver of any subsequent breach of the same or any other provision, nor shall it constitute a waiver of the provision itself.

Section 15. Assignment

The Levanto Agreement shall inure to each Party’s permitted successors and assigns. Client may not assign or transfer (including by operation of law) the Levanto Agreement to a third party without BSWH’s consent, but BSWH can assign the Levanto Agreement to any successor or affiliate of BSWH without Client’s consent.

Section 16. Amendments

BSWH may amend the Service Terms or Product Terms from time to time. BSWH will post updates to the Product Terms at their website, and continued access to or use of that Product constitutes agreement to those updated terms. Updates to the Service Terms will be posted here; however, the update will not become effective until the earlier of the next renewal of the Term or Client’s execution of a new or amended Order Form that references the updated Service Terms. If Client does not agree to the update made to the Service Terms, Client should elect to cancel the renewal of the Levanto Agreement.

Section 17. Relationship

BSWH acts as an independent contractor under the Levanto Agreement, and nothing contained in the Levanto Agreement or in the relationship between the Parties should be considered to create a partnership, joint venture, agency, employment or any other relationship between the Parties. The Levanto Agreement does not authorize or empower either Party to assume, create, or bind the other Party or to act on behalf of the other Party.

Section 18. No Third-Party Beneficiaries

Except as otherwise specifically stated in the Levanto Agreement (including as a part of a right to indemnification), no part of the Levanto Agreement is intended or shall be construed to confer upon or give any person or entity, other than BSWH and Client, any rights or remedies under or by reason of the Levanto Agreement.

Section 19. Subcontractors

Client acknowledges that BSWH may utilize subcontractors in performing its obligations under the Levanto Agreement; however, BSWH agrees that it is liable for the full performance of its obligations under the Levanto Agreement, including if performed by its subcontractors.

Section 20. Force Majeure

BSWH is not liable or in breach of the Levanto Agreement for any failure or delay in performing its obligations if that failure or delay is caused by any circumstance beyond its reasonable control, including, but not limited to: (a) acts of God; (b) flood, fire, earthquake, explosion, or other potential disasters or catastrophes, such as epidemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of the Order Form; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) a cyberattack or virus; and (j) due to Third Party Components or other actions of third parties.

Section 21. Notices

All notices and other communications under the Levanto Agreement must be in writing. Notices and other communications will be sent to Client at the address included in the Order Form and will be considered given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. BSWH may also send notices to Client via email to the email address included in the Order Form, and Client may also send notices to BSWH via email to the email address below. All notices sent via email will be considered given upon any non-automated acknowledgement of receipt by the receiving Party.

BSWH Email Address: support@levanto.health

Section 22. Entire Agreement

The Levanto Agreement, including all documents referenced in the Levanto Agreement, constitutes the entire agreement between Client and BSWH with respect to the subject matter of the Levanto Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If there is any conflict or inconsistency between the Service Terms, the Product Terms, and the BAA, the order of precedence for those documents is as follows: first, the BAA; second, the Product Terms; and last, the Service Terms.