MetaMap Upsell Addendum

UPSELL ADDENDUM TERMS AND CONDITIONS

This Upsell Addendum (the “Addendum”) is entered into by and between between the MetaMap´s entity (“MetaMap”) and the Customer (the “Customer”) identified under the applicable Upsell Order Form (as defined below) as of the effective date stated thereunder (“Upsell Order Form Effective Date”).

BACKGROUND & RECITALS

WHEREAS, the Parties entered into the Original Master SaaS and Services Agreement or Master Services Agreement, as applicable, and their Exhibits (the “Agreement”) under which MetaMap provides certain Services to the Customer in accordance with the agreed upon Proposal (the “Existing Order Form”).

WHEREAS, the Parties wish to enter into this Addendum and a new Order Form for MetaMap to provide additional or new Services, as applicable, to the Customer.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

CLAUSES

1.        In accordance with the provisions of the Agreement and subject to the terms established in this Addendum, the Parties agree to add an Upsell Order Form to the Agreement, which is attached to this Addendum (the “Upsell Order Form”). It is understood that the Existing Order Form will remain in effect under its terms. Consequently, the Parties acknowledge that any reference to the Proposal or Order Form within the Agreement shall, for all legal purposes, be deemed to refer to both the Existing Order Form and the Upsell Order Form.

2.     The Parties agree to replace the Agreement previously entered into in its entirety by the Master Services Agreement and its Exhibits, the Data Processing Addendum, the Service Level and Support Policy linked herein below (the “New Agreement”). By virtue of the foregoing, the Parties agree that the Agreement will cease to have effects as of the date of execution of this Addendum, being replaced in all its terms and conditions by those of the New Agreement. Therefore, any reference to the Agreement in the Existing Order Form, the Upsell Order Form, or any document related thereto shall, for all legal purposes, be deemed to refer to the New Agreement.

3.        This Addendum may not be modified except by written agreement between the Parties.

4.        The execution of this Addendum does not create any obligation, charge, or responsibility between the Parties beyond those expressly described herein.

5.       Neither Party will be deemed to have waived any of its rights under this Addendum by lapse of time.

6.          This Addendum shall be governed and interpreted by the laws agreed upon in the New Agreement. For the interpretation, compliance, and enforceability of this Addendum, the Parties submit to the jurisdiction agreed upon in the New Agreement, expressly waiving any other jurisdiction that might be applicable due to their current or future domicile, or any other cause.
 

IN WITNESS WHEREOF the Parties have caused this Addendum to be duly executed by their authorized representatives designated as signatories of the applicable Upsell Order Form.