CONQER EHR Terms of Service and Subscription Agreement
Version 2026-10-10
Effective October 10, 2026
These Terms of Service and Subscription Agreement (this "Agreement") are entered into between CONQER LLC, a Maine limited liability company doing business as CONQER Systems ("CONQER," "we," "us" or "our"), and the organization that accepts this Agreement or signs an Order that references it ("Customer"). This Agreement governs Customer's access to and use of the CONQER EHR service. It takes effect on the date Customer first accepts it electronically or signs an Order (the "Effective Date").
The individual who accepts this Agreement on Customer's behalf represents that he or she has authority to bind Customer. If that individual does not have that authority, or does not agree to these terms, Customer may not use the Service.
Customers who handle protected health information accept the CONQER EHR Business Associate Agreement at checkout, before any PHI is entered. See Section 9.
1. Definitions
1.1 "Accreditation Engine" means the optional CONQER Add-On that helps Customer prepare accreditation manuals, policies, procedures and related materials, together with its underlying logic, prompts, templates and content libraries.
1.2 "Add-On" means an optional feature or module sold separately from the Base Subscription, including the Accreditation Engine.
1.3 "AI Call" means one request processed by an AI-assisted feature of the Service, as measured by CONQER's metering in the Service.
1.4 "AI Call Pack" means a one-time purchase of a fixed number of AI Calls.
1.5 "Applicable Law" means all federal, state and local laws and regulations that apply to a party's performance under this Agreement, including HIPAA and, where applicable, 42 CFR Part 2.
1.6 "Authorized User" means an employee or contractor of Customer whom Customer has assigned a Seat and permitted to access the Service.
1.7 "BAA" means the CONQER EHR Business Associate Agreement between CONQER and Customer, as accepted by Customer under Section 9.
1.8 "Base Subscription" means the monthly organization-level subscription to the core Service.
1.9 "Billing Period" means the monthly period for which Fees are billed in advance, beginning on the date Customer's subscription starts and renewing on the same day each month.
1.10 "Customer Content" means materials that Customer or its Authorized Users create in or with the Service, including accreditation manuals, policies and procedures produced with the Accreditation Engine, forms, notes, care plans and reports.
1.11 "Customer Data" means all data and information submitted to the Service by or for Customer, including PHI, Customer Content and data imported through the Migration Tools.
1.12 "Documentation" means CONQER's then-current user guides, help articles and technical materials for the Service.
1.13 "Fees" means the amounts payable for the Service as described in Section 6 and any Order.
1.14 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, the HITECH Act, and their implementing regulations at 45 CFR Parts 160 and 164, each as amended.
1.15 "Migration Tools" means the self-service features that allow Customer to upload data exported from another system, review a dry run, and approve the import.
1.16 "Order" means an online checkout, in-app purchase, or written order form for the Service, including any change to Seats, Add-Ons or AI Call Packs.
1.17 "PHI" has the meaning given to "protected health information" in 45 CFR 160.103, limited to information CONQER creates, receives, maintains or transmits on Customer's behalf.
1.18 "Seat" means a license allowing one Authorized User at a time to access the Service.
1.19 "Service" means the CONQER EHR software-as-a-service offering made available at https://app.conqer.org, including the Documentation, any Add-Ons Customer purchases, and updates CONQER makes generally available.
1.20 "Subprocessor" means a third party that CONQER engages to process Customer Data in providing the Service, as described in Section 14.4.
2. The Service
2.1 Access. Subject to this Agreement and payment of the Fees, CONQER grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to allow its Authorized Users to access and use the Service for Customer's internal business purposes, including the delivery and documentation of care to Customer's clients and residents.
2.2 Changes to the Service. CONQER may update and improve the Service from time to time. CONQER will not make a change that materially reduces the core functionality of the Base Subscription during a paid Billing Period without giving Customer notice.
2.3 Add-Ons. The Accreditation Engine is not included in the Base Subscription. It is coming soon and is not yet generally available. When CONQER makes it available, Customer may purchase it separately.
2.4 AI Features. Certain features of the Service use artificial intelligence to prepare, summarize or suggest content. CONQER processes AI requests through Google Cloud Vertex AI, in the United States only, under CONQER's business associate agreement with Google. Customer Data is not used to train AI models. AI output may be inaccurate or incomplete. Customer is responsible for having qualified personnel review AI output before relying on it for clinical, billing, compliance or accreditation purposes. AI output is not medical, clinical, legal or accreditation advice.
2.5 Not a Medical Device or Clinical Decision Maker. The Service is a documentation and administrative tool. It does not provide medical diagnosis or treatment and does not replace the professional judgment of Customer's clinicians and staff. Customer is solely responsible for all care decisions.
2.6 Support. CONQER provides support by email at support@conqer.org and will use commercially reasonable efforts to respond to support requests promptly.
2.7 Beta Features. CONQER may offer features labeled beta, preview or similar ("Beta Features"). Beta Features are provided as is and may be changed or withdrawn at any time.
3. Customer Responsibilities
3.1 Authorized Users and Access Management. Customer is responsible for (a) deciding who receives a Seat, (b) assigning roles and permissions in the Service consistent with each user's job duties, (c) promptly removing access for any user who leaves Customer or no longer needs access, (d) keeping login credentials confidential and requiring Authorized Users not to share them, and (e) all activity under its accounts. Customer will notify CONQER at privacy@conqer.org promptly after learning of any unauthorized use of its accounts.
3.2 Multi-Factor Authentication. Multi-factor authentication with an authenticator app is required for administrators and for staff access to resident charts. Customer will ensure that each such Authorized User enrolls in and uses multi-factor authentication on a device the user controls, and promptly resets multi-factor authentication when a device is lost.
3.3 Minimum Necessary. Customer is responsible for configuring user roles so that each Authorized User accesses only the minimum necessary PHI for his or her role, and for its own uses and disclosures of PHI through the Service.
3.4 Customer's HIPAA Obligations. Customer remains responsible for its own obligations under HIPAA, including its notice of privacy practices, patient rights requests, workforce training, risk analysis, and decisions about uses and disclosures of PHI. The Service supports these obligations but does not satisfy them for Customer.
3.5 42 CFR Part 2. If Customer is a Part 2 program or a lawful holder of records subject to 42 CFR Part 2 ("Part 2 Records"), Customer is responsible for (a) identifying Part 2 Records in the Service using the features available, (b) obtaining any required patient consent, (c) including any required notice with disclosures, and (d) configuring access so that Part 2 Records are used and disclosed only as Part 2 permits. CONQER handles Part 2 Records as described in the BAA.
3.6 State Law. Customer is responsible for compliance with state laws that apply to its records, including mental health confidentiality, licensing, record retention and residential care regulations.
3.7 Customer Data Accuracy. Customer is responsible for the accuracy, quality and legality of Customer Data, including data imported through the Migration Tools, and for having all rights, consents and authorizations needed to submit it to the Service.
3.8 Customer Systems. Customer is responsible for its own devices, networks, browsers and internet access used to reach the Service.
4. Acceptable Use
4.1 Prohibited Uses. Customer will not, and will ensure its Authorized Users do not: (a) use the Service in violation of Applicable Law or the rights of others; (b) upload malicious code or interfere with or disrupt the Service or its infrastructure; (c) attempt to gain unauthorized access to the Service, other customers' data, or related systems, or to bypass security controls, including multi-factor authentication; (d) probe, scan or test the vulnerability of the Service without CONQER's prior written consent; (e) share Seats or login credentials, or allow anyone other than an Authorized User to access the Service; (f) use automated means to access the Service other than through features CONQER provides; (g) send unsolicited or unlawful communications through the Service; or (h) use the Service for any purpose other than Customer's internal business purposes.
4.2 PHI Outside the Service. Customer will not send PHI to CONQER by email, support request or any other channel outside the Service, except the minimum necessary PHI when CONQER requests it for a specific support need.
5. Seats and Subscription Changes
5.1 Seats. Customer may purchase any number of Seats. Seats are prepaid. A Seat may be used by only one Authorized User at a time. Customer may transfer a Seat from one Authorized User to another at any time, for example when staff change roles or leave Customer.
5.2 Seat Increases. Seat increases take effect immediately. CONQER will charge a prorated amount for the remainder of the current Billing Period at the time of the increase, and the new Seat count will be billed in full from the next Billing Period.
5.3 Seat Decreases. Seat decreases take effect at the next renewal. No credit or refund is given for the current Billing Period.
5.4 Add-On Changes. Once the Accreditation Engine is generally available, Customer may add it at any time. Cancellation of an Add-On takes effect at the end of the current Billing Period.
6. Fees, Billing and Taxes
6.1 Pricing. Unless an Order states otherwise, Fees are as follows:
| Item | Price |
|---|---|
| Base Subscription (per organization) | $289 per month |
| Seats | $10 per Seat per month |
| Accreditation Engine Add-On (optional, coming soon) | $500 per month when available |
| Included AI Calls | 5,000 AI Calls per month, included with the Base Subscription |
| AI Call Pack, 5,000 calls | $49, one time |
| AI Call Pack, 25,000 calls | $244, one time |
| AI Call Pack, 50,000 calls | $488, one time |
| AI Call Pack, 150,000 calls | $1,463, one time |
| AI Call Pack, 500,000 calls | $4,875, one time |
6.2 AI Calls. Each month, the included AI Calls are used first. Included AI Calls that are not used in a month do not carry over. After the included AI Calls are used, AI Calls are drawn from purchased AI Call Packs. AI Calls in a purchased AI Call Pack do not expire while Customer's account remains active. If Customer has no remaining AI Calls, AI features may be unavailable until Customer purchases an AI Call Pack or the next month's included calls become available.
6.3 Billing. Fees for the Base Subscription, Seats and Add-Ons are billed monthly in advance. AI Call Packs and prorated Seat increases are billed at the time of purchase. All Fees are stated and payable in U.S. dollars. CONQER uses Stripe, Inc. to process payments. CONQER does not store full payment card numbers, and Stripe does not receive PHI. Customer authorizes CONQER and Stripe to charge Customer's designated payment method for all Fees when due.
6.4 Taxes. Fees do not include sales, use, value-added or similar taxes. Customer is responsible for all such taxes, other than taxes on CONQER's net income, and CONQER will add them to invoices where required.
6.5 No Refunds. Except as expressly stated in this Agreement, all Fees are non-refundable, and there are no partial or prorated refunds or credits for partial Billing Periods, unused Seats, Seat decreases or cancellation. AI Call Packs are non-refundable.
6.6 Billing Disputes. Customer should notify CONQER of any good-faith billing dispute at support@conqer.org promptly after the charge. The parties will work in good faith to resolve the dispute.
7. Failed Payments and Account Lock
7.1 Retries. If a payment fails, Stripe will automatically retry the charge for approximately two weeks. CONQER may notify Customer of the failed payment during this period.
7.2 Account Lock. If payment remains outstanding after the retry period, CONQER will lock Customer's account until all overdue Fees are paid. While the account is locked, Customer's administrators can still use the full data export described in Section 10.3.
7.3 Restoration. Once all overdue Fees are paid, CONQER will restore full access.
7.4 No Deletion on Lock. Locking an account never deletes Customer Data. Customer Data remains stored and protected under this Agreement and the BAA while the account is locked.
8. Term, Renewal, Cancellation and Suspension
8.1 Subscription Term. Customer's subscription starts on the Effective Date and renews automatically for successive monthly Billing Periods until cancelled (the "Subscription Term").
8.2 Cancellation by Customer. Customer may cancel the Base Subscription, any Seats, or any Add-On at any time through the Service or by written notice to support@conqer.org. Every cancellation takes effect at the end of the current Billing Period. Immediate cancellation is not available, and no partial refund is given for the remainder of the Billing Period. Customer keeps access to the cancelled item until the end of that Billing Period.
8.3 Termination for Cause. Either party may terminate this Agreement on written notice if (a) the other party materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice of it, or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings that are not dismissed within 60 days. Customer may also terminate as permitted by the BAA.
8.4 Suspension. CONQER may suspend access to the Service, in whole or in part, if (a) Customer's use poses a security risk to the Service or others, (b) Customer or its Authorized Users materially violate Section 4, or (c) suspension is required by law. CONQER will limit any suspension to the extent and duration reasonably necessary and, where practical, will notify Customer in advance. Suspension does not delete Customer Data.
8.5 Effect of Termination. When this Agreement ends, Customer's right to use the Service ends, except for the read-only export window described in Section 10.4. Sections that by their nature should survive will survive, including Sections 6 (for Fees accrued), 9, 10, 11, 12, 13, 15, 16 and 18.
9. Protected Health Information and the BAA
9.1 BAA Governs PHI. CONQER's creation, receipt, maintenance, transmission, use and disclosure of PHI are governed by the BAA. If this Agreement and the BAA conflict regarding PHI, the BAA controls.
9.2 Acceptance. Customer accepts the BAA by checking the acceptance box at checkout. CONQER logs each acceptance, including the user who accepted, the date and time, the version accepted and a hash of the accepted text. A copy of the BAA is available to Customer's administrators in the Service, and a countersigned PDF is available on request to privacy@conqer.org.
9.3 Security Incidents and Breaches. CONQER will notify Customer of security incidents and breaches involving PHI as stated in the BAA.
10. Customer Data and Ownership
10.1 Customer Owns Its Data. As between the parties, Customer owns all Customer Data and Customer Content, including accreditation manuals, policies and procedures that Customer produces with the Accreditation Engine.
10.2 Limited License to CONQER. Customer grants CONQER a limited, non-exclusive, royalty-free license to host, store, copy, transmit, display and process Customer Data only as needed to provide, secure, support and maintain the Service, to comply with law, and as otherwise permitted by the BAA. CONQER will not sell Customer Data and will not use it for marketing.
10.3 Self-Serve Export. Customer's administrators can export all of Customer's organization data from the Service at any time, in any subscription status, including while an account is locked under Section 7.
10.4 Export Window and Deletion After Cancellation. For 90 days after the Subscription Term ends, CONQER will keep Customer's organization available in read-only mode so that Customer's administrators can view and export Customer Data. After that period, CONQER will delete Customer Data from the Service, except where Applicable Law requires CONQER to retain it. Copies in backups are deleted as the backups expire on their schedule (daily backups are kept for 14 days and weekly backups for 14 weeks) and remain protected under this Agreement and the BAA while they exist. Customer is responsible for exporting, before the export window ends, any records it must keep under Applicable Law.
10.5 Data Location. CONQER and its Subprocessors store and process Customer Data in the United States.
10.6 Usage Data. CONQER may collect technical and usage information about the Service, such as performance metrics, feature usage, error logs and audit logs ("Usage Data"), and may use it to operate, secure, support and improve the Service. Usage Data will not include PHI except as permitted by the BAA. CONQER may use de-identified data only as permitted by the BAA.
10.7 Migration. The Migration Tools are self-service. Customer uploads exports from its prior system, reviews a dry run, and approves the import. Customer is responsible for reviewing the dry run and for the accuracy and completeness of imported data. CONQER is not responsible for errors, omissions or inconsistencies in the source data or in data that Customer approves for import.
11. CONQER Intellectual Property
11.1 CONQER Property. CONQER and its licensors own all rights in the Service, the software, the Accreditation Engine, templates, content libraries, Documentation, and all improvements and derivative works of them (together, "CONQER Property"). Templates provided by CONQER remain CONQER Property even when used by Customer, but Customer's completed documents remain Customer Content under Section 10.1.
11.2 Feedback. If Customer provides suggestions or feedback about the Service, CONQER may use them without restriction or obligation, provided CONQER does not identify Customer or disclose Customer's Confidential Information.
11.3 Restrictions. Customer will not, and will not allow others to, (a) copy, modify or create derivative works of the Service, (b) reverse engineer or attempt to extract source code, except as permitted by law, (c) resell, sublicense or provide the Service to third parties other than Authorized Users, (d) use the Service to build a competing product, or (e) remove proprietary notices.
12. Confidentiality
12.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. Pricing terms in any negotiated Order and non-public information about the Service, including CONQER's security documentation, are CONQER's Confidential Information.
12.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and advisors who need to know it and are bound by similar obligations.
12.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is independently developed, or is lawfully received from a third party without restriction. These exclusions do not apply to PHI, which is governed by the BAA.
12.4 Compelled Disclosure. The receiving party may disclose Confidential Information if required by law, after giving the disclosing party prompt notice where legally permitted so it may seek a protective order.
13. Warranties and Disclaimers
13.1 Mutual. Each party represents that it has the authority to enter into this Agreement.
13.2 CONQER. CONQER warrants that during the Subscription Term the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is for CONQER to use reasonable efforts to correct the nonconformity and, if CONQER cannot do so within a reasonable time, for Customer to terminate the affected subscription and receive a refund of prepaid Fees for the period after termination.
13.3 Customer. Customer warrants that it has all rights, consents and authorizations needed for CONQER to process Customer Data as described in this Agreement.
13.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND CONQER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONQER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT USE OF THE SERVICE OR THE ACCREDITATION ENGINE WILL RESULT IN ACCREDITATION, LICENSURE, REIMBURSEMENT OR REGULATORY APPROVAL.
14. Security and Subprocessors
14.1 Safeguards. CONQER maintains administrative, physical and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access controls with organization isolation enforced on CONQER's servers, required multi-factor authentication for administrators and for staff chart access, automatic sign-out after inactivity, audit logging, daily and weekly backups, least-privilege service accounts, and a designated Security Officer and Privacy Officer. Further detail is available in CONQER's security documentation on request.
14.2 No Certification Claims. CONQER does not represent that it holds any government or third-party security or compliance certification or attestation. HIPAA compliance is a shared responsibility between CONQER and Customer.
14.3 Account Security. Customer will use the security features of the Service, including multi-factor authentication as required by Section 3.2, and will promptly report suspected unauthorized access to privacy@conqer.org.
14.4 Subprocessors. CONQER uses the following Subprocessors, each in the United States:
| Subprocessor | Purpose | PHI |
|---|---|---|
| Google Cloud Platform and Firebase (Google LLC) | Hosting, database, file storage, server functions and backups | Yes, under a business associate agreement |
| Google Cloud Vertex AI (Google LLC) | AI-assisted features, United States only, no training on Customer Data | Yes, under a business associate agreement |
| Google Workspace (Google LLC) | Business email | Covered by a business associate agreement; transactional emails are designed not to contain clinical records |
| Stripe, Inc. | Payment processing | No |
CONQER may engage additional or replacement Subprocessors that meet the requirements of the BAA, and will make its current list available on request to privacy@conqer.org.
15. Indemnification
15.1 By CONQER. CONQER will defend Customer against any claim brought by a third party alleging that the Service, as provided by CONQER, infringes or misappropriates that third party's intellectual property rights, and will pay damages finally awarded against Customer, or amounts agreed in a settlement approved by CONQER, resulting from that claim. This Section 15.1 is CONQER's only indemnification obligation under this Agreement.
15.2 Exclusions. CONQER has no obligation under Section 15.1 for any claim to the extent it arises from (a) Customer Data or Customer Content, (b) modification of the Service by anyone other than CONQER, (c) combination of the Service with products, services, data or processes not provided by CONQER, (d) use of the Service in violation of this Agreement or the Documentation, (e) Beta Features, or (f) AI output to the extent based on Customer Data or prompts provided by Customer or its Authorized Users.
15.3 Remedies. If the Service becomes, or in CONQER's opinion is likely to become, the subject of an infringement claim, CONQER may at its option (a) obtain the right for Customer to continue using the Service, (b) modify or replace the Service so that it is non-infringing without materially reducing its functionality, or (c) terminate the affected subscription and refund any prepaid Fees for the period after termination. This Section 15 states CONQER's entire liability and Customer's exclusive remedy for third-party intellectual property claims.
15.4 By Customer. Customer will defend CONQER against any claim brought by a third party, and will pay damages finally awarded against CONQER, or amounts agreed in a settlement approved by Customer, to the extent the claim arises from (a) Customer's clinical care and services, (b) Customer Data, including any claim that Customer Data infringes a third party's rights or was submitted without required consents or authorizations, or (c) use of the Service by Customer or its Authorized Users in violation of Applicable Law or this Agreement.
15.5 Procedure. The indemnified party will (a) give the indemnifying party prompt written notice of the claim, although a delay in notice relieves the indemnifying party of its obligations only to the extent the delay prejudices it, (b) give the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle a claim in a way that admits fault by, or imposes obligations other than payment on, the indemnified party without its written consent, and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with its own attorneys at its own expense.
15.6 HIPAA Obligations. Nothing in this Section 15 or Section 16 limits either party's obligations under HIPAA.
16. Limitation of Liability
16.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT OR THE BAA FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
16.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE BAA WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CONQER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
16.3 Exceptions. Sections 16.1 and 16.2 do not apply to (a) Customer's obligation to pay Fees, (b) a party's fraud or willful misconduct, or (c) a party's indemnification obligations under Section 15.
17. Insurance
Each party is responsible for maintaining any insurance it determines is appropriate for its own business and operations.
18. General
18.1 Order of Precedence. The BAA and any Order are incorporated into this Agreement. If they conflict, the following order of precedence applies: (a) the BAA, regarding PHI, (b) an Order, regarding its specific commercial terms, and (c) this Agreement.
18.2 Changes to This Agreement. CONQER may update this Agreement by posting a new version and notifying Customer by email or in the Service before the change takes effect. Changes take effect at the start of the next Billing Period after notice. If Customer does not agree, Customer may cancel under Section 8.2 before the change takes effect. Continued use after the effective date is acceptance.
18.3 Notices. Notices to CONQER must be sent to support@conqer.org, or for privacy, HIPAA, security, breach or legal matters, to privacy@conqer.org, with a copy by mail to CONQER LLC, Attn: Privacy Officer, 770 Roosevelt Trail Ste 8 PMB 1032, N. Windham, ME 04062. Notices to Customer may be sent to the email address of Customer's account owner or administrator. Email notice is effective when sent, unless the sender receives a delivery failure.
18.4 Governing Law and Venue. This Agreement is governed by the laws of the State of Maine, without regard to its conflict-of-laws rules. The state and federal courts located in Maine have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to that jurisdiction.
18.5 Assignment. Neither party may assign this Agreement without the other party's written consent, except that either party may assign it without consent to a successor in a merger, acquisition or sale of substantially all of its relevant assets, provided the successor assumes this Agreement and the BAA in writing.
18.6 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, labor actions, widespread internet failures, or outages of third-party hosting providers. This Section does not excuse payment obligations.
18.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
18.8 Publicity. CONQER may identify Customer by name as a customer only with Customer's prior written consent.
18.9 Export and Sanctions. Each party will comply with applicable U.S. export control and sanctions laws.
18.10 Entire Agreement. This Agreement, with the BAA and any Order, is the entire agreement between the parties about its subject matter and supersedes prior agreements on that subject. Terms in a Customer purchase order do not apply.
18.11 Severability and Waiver. If any provision is held unenforceable, the rest of this Agreement remains in effect. A failure to enforce a provision is not a waiver.
18.12 Contact. CONQER LLC, doing business as CONQER Systems. Principal office: 172 Warren Ave, Unit 1, Lewiston, ME 04240. Mailing address: 770 Roosevelt Trail Ste 8 PMB 1032, N. Windham, ME 04062. Support and billing: support@conqer.org. Privacy, HIPAA, security and breach reports: privacy@conqer.org. Sales and demos: sales@conqer.org. Phone: 617-209-9127.