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Master Services Agreement

This Master Services Agreement (the "MSA" or "Agreement") is entered into as of the date last signed below (the "Effective Date") by and between Buffer Benefits, LLC, a Texas limited liability company operating under the brand "Bonnie HR Services," with a principal place of business at 550 Reserve Street, Suite 250, Southlake, TX 76092 ("Bonnie"), and the customer identified on the Order Form ("Customer"). Each a "Party" and together the "Parties."

IMPORTANT — READ FIRST

HEALTH AND FITNESS DISCLAIMER. THE BONNIE WELLNESS PLATFORM PROVIDES TOOLS FOR LOGGING AND ENCOURAGING PHYSICAL ACTIVITY. IT IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. CUSTOMER AND ITS AUTHORIZED USERS SHOULD CONSULT A QUALIFIED HEALTHCARE PROVIDER BEFORE STARTING ANY NEW EXERCISE PROGRAM, PARTICULARLY IF THEY OR A FAMILY MEMBER HAVE A HISTORY OF HIGH BLOOD PRESSURE, HEART DISEASE, JOINT INJURY, PREGNANCY, OR HAVE EVER EXPERIENCED DISCOMFORT WHILE EXERCISING. CUSTOMER AGREES TO COMMUNICATE THIS GUIDANCE TO ITS AUTHORIZED USERS. NEITHER BONNIE, ITS LICENSORS, NOR ITS DELIVERY PARTNERS ENDORSE ANY SPECIFIC EXERCISE, NUTRITION GUIDANCE, OR HEALTH PRODUCT THAT MAY BE REFERENCED IN THE SERVICE. RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS AT THE USER'S OWN RISK.

BINDING ARBITRATION; CLASS-ACTION WAIVER. SECTION 14 OF THIS MSA CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS-ACTION WAIVER THAT AFFECT THE PARTIES' RIGHTS WITH RESPECT TO DISPUTES.

AUTO-RENEWAL. SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE END OF EACH TERM. SEE SECTION 5.2. **TO AVOID AUTO-RENEWAL, CUSTOMER MUST GIVE WRITTEN NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE THEN-CURRENT TERM. NO REFUNDS ARE ISSUED FOR LATE CANCELLATION.**

SOFTWARE PLATFORM ONLY; NO ERISA / WELFARE-BENEFIT PLAN. BONNIE PROVIDES A SOFTWARE PLATFORM ONLY AND DOES NOT SPONSOR, ADMINISTER, INSURE, FUND, OR ACT AS A FIDUCIARY WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN, WELLNESS PROGRAM, INCENTIVE PROGRAM, OR HEALTH PLAN. CUSTOMER IS SOLELY RESPONSIBLE FOR DESIGNING, ADMINISTERING, AND ENSURING COMPLIANCE OF ITS WELLNESS AND INCENTIVE PROGRAMS WITH ALL APPLICABLE LAWS, INCLUDING ERISA, HIPAA WELLNESS PROGRAM RULES, THE AMERICANS WITH DISABILITIES ACT (ADA), THE GENETIC INFORMATION NONDISCRIMINATION ACT (GINA), AND APPLICABLE STATE LAWS.

1. Definitions

  • "Service" — the Bonnie HR Services software-as-a-service platform made available by Bonnie, as described in the Order Form.
  • "Order Form" — an ordering document referencing this MSA that specifies the subscribed plan, fees, term, and any plan-specific details. Each Order Form is a separate, integrated agreement incorporating this MSA.
  • "Authorized User" — an employee, contractor, or other individual whom Customer authorizes to use the Service.
  • "Customer Data" — any data or content submitted to the Service by Customer or an Authorized User, or generated by Customer's use of the Service.
  • "Documentation" — Bonnie's then-current user documentation made available with the Service.
  • "Confidential Information" — non-public information disclosed by one Party to the other that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

2. The Service

2.1 Access. Subject to this MSA and the applicable Order Form, Bonnie grants Customer a limited, non-exclusive, non-transferable right to access and use the Service for Customer's internal business purposes during the Term.

2.2 Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users, who must comply with this MSA and the Documentation.

2.3 Updates. Bonnie may update the Service from time to time. We will not materially diminish core functionality during a paid Term without Customer's consent or a refund of pre-paid, unused fees for the affected functionality.

2.4 Beta features. Bonnie may make pre-release or beta features available, identified as such. Beta features are provided "as is," without warranty, and may be modified or discontinued at any time.

3. Customer obligations

3.1 Lawful use; sole compliance responsibility. Customer will use the Service only in compliance with this MSA, the Documentation, and all applicable laws. **Customer is solely responsible for determining whether its wellness program complies with the Americans with Disabilities Act (ADA), the Genetic Information Nondiscrimination Act (GINA), HIPAA wellness-program regulations, ERISA, the Affordable Care Act, and any other applicable employment, benefits, privacy, or anti-discrimination laws.** Bonnie does not provide legal, tax, benefits, or compliance advice, and nothing in the Service constitutes such advice.

3.2 Customer Data. Customer represents and warrants that:

  • It has the right to submit Customer Data to the Service and to grant Bonnie the rights described in Section 6 below;
  • Customer Data does not violate any third-party rights, including intellectual-property and privacy rights;
  • For end-user data (data about Authorized Users), Customer has provided any required notices and obtained any required consents from Authorized Users.

3.3 Restrictions. Customer will not, and will not permit any Authorized User or third party to:

  • Resell, sublicense, or otherwise commercially exploit the Service;
  • Reverse engineer, decompile, or attempt to discover the source code of the Service, except to the extent prohibited by applicable law;
  • Use the Service to send unsolicited communications, to store or transmit malicious code, or in a manner that interferes with the Service for other customers;
  • Use the Service to develop a competing product or service;
  • Publish any benchmark, performance, penetration-test, or comparative analysis of the Service without Bonnie's prior written consent.

3.4 Accurate employee records. Customer is responsible for maintaining accurate employee records in the Service and for promptly removing terminated employees, contractors, and other individuals who are no longer Authorized Users. Bonnie may rely on the user roster Customer maintains in the Service for billing and access decisions.

3.5 Reward taxation; payroll responsibilities. Customer acknowledges that rewards, gift cards, cash-equivalent incentives, and other benefits provided through the Service may have tax consequences for Customer and its Authorized Users. **Customer is solely responsible for determining and complying with any tax withholding, reporting, payroll, or employment-law obligations** (including W-2 / imputed-income treatment) associated with rewards offered to Authorized Users. Bonnie does not provide tax advice and does not withhold or remit taxes on Customer's behalf.

4. Fees and payment

4.1 Fees. Customer will pay the fees set forth on the applicable Order Form. Billing cadence (e.g., monthly or annually in advance) and payment terms are as specified on the Order Form. Fees are non-cancelable except as expressly provided in this MSA, and are non-refundable.

4.2 Active employees. Bonnie's per-employee fees apply to "active employees," defined as employees who logged into the Service or had an administrative action taken on their account during the billing period. Dormant accounts do not count toward billed seats.

4.3 Reward fulfillment costs. Bonnie does not hold funds in escrow for reward fulfillment. Customer is responsible, separately from the Service fees, for the actual cost of any reward delivered through a third-party fulfillment provider (Tango Card, Snappy, etc.). Bonnie will not mark up reward fulfillment costs.

4.4 Taxes. Fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. Customer is responsible for paying all taxes other than those based on Bonnie's net income.

4.5 Late payment. Past-due amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Bonnie may suspend the Service if amounts are more than thirty (30) days past due, after providing written notice and a reasonable opportunity to cure.

4.6 Suspension for cause. In addition to suspension for non-payment, Bonnie may suspend access to the Service, in whole or in part, if Customer's use (i) presents a security risk to the Service or to other customers, (ii) violates applicable law, (iii) materially degrades the Service for other customers, or (iv) threatens the integrity or availability of the Service. Bonnie will provide notice of the suspension as soon as reasonably practicable and will restore access promptly once the underlying cause is resolved.

4.7 Price changes at renewal. Bonnie may modify pricing effective upon any renewal term by providing Customer at least thirty (30) days' prior written notice before the start of the renewal term. If Customer does not agree to the new pricing, Customer may decline renewal by giving written notice of non-renewal under Section 5.2 before the end of the then-current term.

5. Term and termination

5.1 Term. This MSA is effective as of the Effective Date and continues until all Order Forms have expired or terminated, unless terminated earlier under this Section 5.

5.2 Renewal. Each Order Form will renew for additional periods of the same length as the initial term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal pricing is Bonnie's then-current list price unless otherwise stated in the Order Form.

5.3 Termination for cause. Either Party may terminate this MSA or any Order Form if the other Party materially breaches it and fails to cure within thirty (30) days after written notice (ten (10) days for non-payment).

5.4 Effect of termination. Upon termination or expiration:

  • Customer's right to use the Service ends;
  • Customer will pay all fees that accrued prior to termination;
  • Each Party will return or destroy the other's Confidential Information, except as otherwise required by law or this MSA;
  • Bonnie will make Customer Data available for export for a period of thirty (30) days after termination, after which Bonnie may delete Customer Data in accordance with its standard practices.

5.5 Survival. Sections 3.5 (Reward taxation), 4 (Fees), 6 (Data), 7 (IP), 8 (Confidentiality), 9 (Warranties — disclaimers only), 10 (Indemnification), 11 (Liability), 12 (Insurance, to the extent required for tail coverage), 13 (Electronic Communications), 14 (Dispute Resolution), and 16 (Miscellaneous) survive termination.

6. Data

6.1 Customer Data. As between the Parties, Customer owns all Customer Data. Customer grants Bonnie a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide the Service and as further described in the Privacy Policy and (if applicable) the BAA.

6.2 Privacy Policy and BAA. Bonnie's Privacy Policy (https://bonniehr.com/privacy) describes the personal information Bonnie processes. If Customer is a Covered Entity or Business Associate under HIPAA and the Service involves Protected Health Information, Bonnie's Business Associate Agreement applies and is incorporated by reference.

6.3 De-identified data. Bonnie may use de-identified data (data that does not identify any individual and cannot reasonably be used to re-identify any individual) for analytics, product improvement, and benchmarking, both during and after the Term.

6.4 Security; incident notification. Bonnie maintains administrative, technical, and physical safeguards reasonably designed to protect Customer Data, as described at https://bonniehr.com/security. Bonnie will notify Customer without unreasonable delay after becoming aware of a confirmed Security Incident involving Customer Data. For purposes of this Section, a "Security Incident" means unauthorized access, acquisition, disclosure, alteration, or destruction of Customer Data. Where the Security Incident involves Protected Health Information, the more specific notification timing and content requirements of the BAA control.

6.5 Third-party reward providers. The Service uses third-party fulfillment providers (including without limitation Tango Card, Snappy, and similar vendors) to deliver gift cards and other rewards. **Bonnie is not responsible for delays, failures, inventory shortages, redemption restrictions, geographic limitations, or other issues attributable to such third-party reward providers.** Customer's exclusive remedy for reward-fulfillment issues is the remedy offered by the applicable third-party provider, except where Bonnie's own breach is the cause.

6.6 Activity, fitness, and biometric data accuracy. Bonnie does not warrant the accuracy of activity, fitness, biometric, wearable, or location data supplied by third-party devices or services (Apple Health, Google Health Connect, Garmin, Strava, Fitbit, etc.). Authorized Users and Customer rely on such data at their own risk.

6.7 Customer audits. Customer may verify Bonnie's compliance with this Section 6 by reviewing the information Bonnie reasonably makes available, which may include (a) Bonnie's security policies and program summaries, (b) third-party certifications, attestations, or audit reports (e.g., SOC 2, HITRUST, or comparable) when available, (c) responses to a reasonable security questionnaire, no more than once per twelve-month period absent a confirmed Security Incident, and (d) any documentation Bonnie is required by law to provide. Except where required by applicable law or by a binding order of a regulator with jurisdiction, **Customer is not entitled to perform on-site audits, penetration tests, vulnerability scans, or other intrusive audits of Bonnie's systems, infrastructure, or facilities.** Where a regulator with jurisdiction over Customer requires direct assurances beyond the foregoing, the Parties will work in good faith on a mutually acceptable alternative consistent with Bonnie's multi-tenant security posture.

7. Intellectual property

7.1 Bonnie IP. As between the Parties, Bonnie owns all right, title, and interest in and to the Service, the Documentation, and all software, technology, designs, and inventions used to provide the Service, including all intellectual property rights therein. Customer receives only the limited rights expressly granted in this MSA.

7.2 Feedback and unsolicited submissions. Any feedback, suggestions, ideas, or proposals Customer or its Authorized Users provide to Bonnie regarding the Service ("Feedback") will be treated as non-confidential and non-proprietary, and Customer grants Bonnie an irrevocable, perpetual, royalty-free, worldwide, sublicensable license to use the Feedback for any purpose, including incorporating it into the Service, without attribution or compensation. Bonnie has no obligation to use any Feedback. Customer agrees that Bonnie may independently develop features similar to any Feedback without obligation to Customer.

7.3 DMCA — Copyright takedown procedure. Bonnie respects the intellectual-property rights of others. If you believe content on the Service infringes your copyright, send a notice that complies with 17 U.S.C. § 512(c)(3) (DMCA) to Bonnie's designated agent:

Designated Copyright Agent

Buffer Benefits, LLC d/b/a Bonnie HR Services

Attn: DMCA Agent

550 Reserve St, Ste 250, Southlake, TX 76092

Email: dmca@bonniehr.com

A valid notice must include: (i) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work claimed to be infringed; (iii) the location on the Service of the allegedly infringing material; (iv) Customer's contact information; (v) a good-faith statement that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement under penalty of perjury that the information in the notice is accurate and that the notifier is authorized to act on behalf of the copyright owner. Bonnie may remove or disable access to allegedly infringing material upon receipt of a valid notice, and may terminate the accounts of repeat infringers in appropriate circumstances. A counter-notification procedure under DMCA § 512(g) is also available.

8. Confidentiality

8.1 Each Party will protect the other's Confidential Information with at least the same degree of care it uses to protect its own Confidential Information of similar sensitivity, and in no event with less than reasonable care. The receiving Party will not disclose Confidential Information except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this MSA.

8.2 The obligations in this Section do not apply to information that is (a) publicly available through no fault of the receiving Party, (b) already known to the receiving Party without obligation of confidentiality, (c) independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or (d) rightfully obtained from a third party without confidentiality obligations.

8.3 The receiving Party may disclose Confidential Information to the extent required by law, provided that it gives the disclosing Party prompt notice (where legally permitted) and reasonable cooperation to limit the scope of disclosure.

9. Warranties and disclaimers

9.1 Mutual. Each Party represents and warrants that it has the right and authority to enter into this MSA.

9.2 Bonnie. Bonnie will provide the Service in a professional and workmanlike manner, in material conformity with the Documentation. Customer's exclusive remedy and Bonnie's entire liability for breach of this warranty is, at Bonnie's option, re-performance of the non-conforming Service or termination of the affected Order Form and a refund of pre-paid, unused fees attributable to the non-conforming Service.

9.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS MSA, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." BONNIE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BONNIE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Indemnification

10.1 By Bonnie. Bonnie will defend Customer against any third-party claim that the Service, when used as authorized by this MSA, infringes that third party's U.S. intellectual-property rights, and will pay any damages finally awarded against Customer or agreed in settlement, subject to Customer (a) promptly notifying Bonnie of the claim, (b) giving Bonnie sole control of the defense and settlement (provided Bonnie may not settle in a manner that imposes obligations on Customer without Customer's consent, not unreasonably withheld), and (c) cooperating reasonably with Bonnie. If a claim arises or Bonnie believes one is likely, Bonnie may, at its option, (i) procure a right for Customer to continue using the Service, (ii) modify the Service to be non-infringing, or (iii) terminate the affected Order Form and refund pre-paid, unused fees. The foregoing states Bonnie's entire liability for IP-infringement claims.

10.2 By Customer. Customer will defend Bonnie against any third-party claim arising from (a) Customer Data or its use by Customer, (b) Customer's violation of applicable law or third-party rights, or (c) Customer's breach of Section 3 (Customer obligations) or Section 6.1 (Customer Data rights), and will pay any damages finally awarded or agreed in settlement, subject to the same procedural requirements as Section 10.1.

11. Limitation of liability

11.1 General cap. EXCEPT FOR SUPER-CAPPED MATTERS AND UNCAPPED MATTERS (EACH DEFINED BELOW), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO BONNIE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.2 Super-cap (2x fees). FOR SUPER-CAPPED MATTERS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED TWO (2) TIMES THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO BONNIE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. "Super-Capped Matters" means (a) breach of Section 6.1 (Customer Data rights), (b) breach of Section 8 (Confidentiality), and (c) a breach of Section 6 or the BAA that involves Protected Health Information. The 2x super-cap is the Parties' sole and exclusive remedy for the foregoing.

11.3 Exclusion of damages. EXCEPT FOR UNCAPPED MATTERS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 Uncapped matters. "Uncapped Matters" means (a) the indemnification obligations in Section 10, (b) Customer's payment obligations, (c) a Party's gross negligence or willful misconduct, and (d) any liability that cannot be limited by applicable law.

11.5 Basis of the bargain. Customer acknowledges that the limitations in this Section are a material part of the basis of the bargain between the Parties. The fees Bonnie charges reflect the allocation of risk in this Section.

12. Insurance

12.1 Coverages. During the Term and for one (1) year thereafter, Bonnie will maintain in force, at its own expense, the following insurance coverages with carriers having an A.M. Best rating of A- VIII or better:

  • Cyber Liability / Technology Errors & Omissions: not less than one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) in the aggregate.
  • Commercial General Liability: customary limits for businesses of similar size.

12.2 Certificates. Upon Customer's written request (and no more than once per twelve-month period absent material change), Bonnie will provide a certificate of insurance evidencing the foregoing coverages.

13. Electronic communications and signatures

13.1 Consent to electronic communications. By using the Service, Customer and its Authorized Users consent to receive communications from Bonnie electronically — including transactional emails, in-app notifications, security alerts, billing notices, and notices of material changes to this MSA or the Privacy Policy. Customer agrees that all such electronic communications satisfy any legal requirement that the communication be in writing.

13.2 Electronic signatures; authority. By signing this MSA, clicking an "I Agree" (or similar) button, drawing a signature on the in-product signature pad, or otherwise accepting this MSA, an Order Form, the BAA, or any other Bonnie agreement electronically, the individual signer represents that they are authorized to bind the Party on whose behalf they are accepting or signing, and agrees that this electronic acceptance has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act ("ESIGN") and the Uniform Electronic Transactions Act ("UETA"). Customer waives any right to challenge the enforceability of an executed electronic record on the basis that it was not in physical-paper form. Customer is responsible for ensuring that only authorized representatives accept or sign this MSA or any Order Form.

14. Dispute resolution

14.1 Informal resolution first. The Parties agree to attempt in good faith to resolve any dispute by direct negotiation between senior representatives for at least thirty (30) days before commencing arbitration.

14.2 Binding arbitration. Except as expressly excluded below, any dispute arising out of or relating to this MSA or the Service will be finally resolved by binding arbitration administered by JAMS (or, if JAMS is unavailable, the American Arbitration Association) under its Streamlined Arbitration Rules. The arbitration will be conducted by one neutral arbitrator in Tarrant County, Texas. Each Party bears its own attorneys' fees. The arbitrator's award is final and binding and may be entered in any court of competent jurisdiction.

14.3 Class-action waiver. EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

14.4 Exceptions to arbitration. This Section does not preclude either Party from seeking injunctive or equitable relief in court for (a) infringement or misappropriation of its intellectual property or (b) breach of confidentiality. Customer's payment obligations are also outside the scope of arbitration.

15. Connected services and geo-location

15.1 Connected wearables and fitness apps. If Customer or its Authorized Users connect a third-party service (Apple Health, Google Health Connect, Strava, Garmin, Fitbit, etc.) to the Service, the third-party service has its own terms and privacy policy. Bonnie receives only data the user has authorized that service to share. The Authorized User can disconnect at any time in their Bonnie profile; historical data already imported remains in the Service until the user requests deletion. Bonnie is not responsible for the accuracy, availability, or operation of third-party services.

15.2 Geo-location data. Bonnie does not collect precise location on its own. Some imported activities may include start/end points recorded by a connected service. Bonnie uses this data solely to display the activity back to the user and aggregate distance metrics; Bonnie does not use it for advertising or share it with employers.

16. Miscellaneous

16.1 Governing law and venue. This MSA is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Any court proceeding permitted under Section 14 (for example, an action to compel arbitration, to enforce an arbitral award, or to seek injunctive relief under Section 14.4) shall be brought exclusively in the state or federal courts located in Tarrant County, Texas, and the Parties consent to personal jurisdiction in those courts.

16.2 Notices. Notices must be in writing and delivered by nationally recognized overnight courier to the addresses listed in the Order Form (with a courtesy email copy to the addresses on file). Notice is effective upon receipt.

16.3 Assignment. Neither Party may assign this MSA without the other's prior written consent, except that either Party may assign on notice to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other purported assignment is void.

16.4 Force majeure. Neither Party is liable for any delay or failure to perform (other than a payment obligation) due to causes beyond its reasonable control.

16.5 Independent contractors. The Parties are independent contractors. Nothing in this MSA creates an agency, partnership, joint venture, or employment relationship.

16.6 Waiver and severability. No waiver is effective unless in writing. If any provision is held unenforceable, the remaining provisions remain in effect.

16.7 Entire agreement. This MSA, together with the Order Form(s), the Privacy Policy, the BAA (where applicable), and the Documentation, is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings. Any pre-printed terms on Customer's purchase order or similar document are of no force or effect.

16.8 Counterparts; electronic signature. This MSA may be executed in counterparts and by electronic signature, each of which is an original and which together constitute one instrument.

16.9 Customer reference. Bonnie may identify Customer as a customer of Bonnie and use Customer's name and logo in customer lists, case studies, marketing materials, and other promotional content, subject to Customer's reasonable trademark guidelines (if any are provided in writing). Customer may revoke this permission prospectively on thirty (30) days' written notice; existing materials already produced or published in good faith may remain in distribution.

16.10 Order of precedence. In the event of any conflict between the documents comprising the Agreement, the following order of precedence applies (highest to lowest): (a) the applicable Order Form, (b) the Business Associate Agreement (where applicable, but only with respect to Protected Health Information), (c) this MSA, (d) the Privacy Policy, and (e) the Documentation. Except as expressly modified by an Order Form or the BAA, this MSA controls.