AssureCare’s User Agreement

These AssureRX Standard Terms (the “Standard Terms”) apply to Customer’s and its Permitted Affiliates’, if any, use of the Services specified in the Order(s) by and between Customer and Supplier to which these Standard Terms are appended or otherwise incorporated.

1. DEFINITIONS. For the purpose of the Agreement:

A. “Affiliate” means any company that (i) controls, (ii) is controlled by or (iii) is under common control with either Party or its parent entity. A company shall be deemed to control a company if it has the power to direct or cause the direction of the management or policies of such company, whether through the ownership of voting securities, by contract, or otherwise.

B. “Agreement” means, collectively, the Order, these Standard Terms, and the BAA, together with any amendments, exhibits or appendices thereto.

C. “Authorized User(s)” means any permanent or temporary employee, consultant or agent of Customer or any Permitted Affiliate with a legitimate need to utilize the SaaS Services in accordance with the Agreement. Customer and Permitted Affiliates shall ensure Authorized Users compliance with the terms of the Agreement.

D. “BAA” means the Business Associate Agreement incorporated into the Agreement as Exhibit B to the Order.

E. “Customer Data” means (i) all information and other data provided by Customer, a Permitted Affiliate or an Authorized User, or collected by Supplier on Customer’s or a Permitted Affiliate’s behalf, in relation to the Services, (ii) all information and other data generated by the SaaS Services in response to such information or other data set forth in (i) above, and (iii) any information and other data relating to Customer, Permitted Affiliates or an Authorized User otherwise captured by the SaaS Services.

F. “Intellectual Property” shall mean any and all patents, copyrights, copyright registrations, proprietary models and design registrations, know-how, ideas, trademarks, service marks, trade names, business names, domain names, trade dress, trade secrets, source code, object code, test results, proprietary techniques, regulatory filing, or other similar information (whether or not patentable and whether in tangible or intangible form), and any other industrial or proprietary right, and any rights to any of the foregoing, and any documentation relating thereto, whether or not registered as of the Effective Date of the Agreement or at any time.

G. “Out-Of-Pocket Expenses” means, pre-approved expenses as specified in the applicable Order which Supplier incurs that are directly related to the Agreement.

H. “Parties” means Supplier and Customer, collectively.

I. “Party” means each of Supplier and Customer, individually.

J. “Permitted Affiliate(s)” means the Customer’s Affiliates who are listed on the Order as permitted to use the Services.

K. “Permitted Location(s)” means locations listed on the Order where Customer and its Permitted Affiliate(s) may use the SaaS Services.

L. “Order(s)” means a mutually executed Subscription Order that sets forth the relevant term, fee, dates for performance and such other information as the Parties deem necessary and appropriate with respect to a business engagement. For purposes of the Agreement, all references to “Order” shall include any other dependent documents, as applicable.

M. “SaaS Services” means (i) those certain applications, operating systems, programs and other software, as set forth in the applicable Order(s), that Supplier shall make accessible to Authorized Users, (ii) the Services used (and, at a minimum, required to be used) to host, operate and support such software and/or Customer Data, as more fully described in the applicable Order, and/or (iii) any information, data, content or other materials made available by or on behalf of Supplier to Customer or Permitted Affiliates through or using such software or Services, each excluding any Customer Data.

N. “SaaS Subscription” means a right to access and use, and to permit Authorized Users to access and use, the SaaS Services during the Term of the applicable Order, subject to any applicable usage rules set forth therein or otherwise provided to Customer or its Permitted Affiliates, as applicable.

O. “Services” means services provided by Supplier to Customer and/or Permitted Affiliates as set forth in the Agreement or an applicable Order.

P. “Third Party Products” shall refer to any software, services, hardware or other materials including, without limitation, any Intellectual Property rights of any third party or Supplier Affiliate which Supplier may use for the purpose of providing the Services under the Agreement and subject to the licensing terms of the third party or Supplier Affiliate which govern said software, services, and /or Intellectual Property rights.

Q.  “Third Party Terms” shall refer to all third-party terms and conditions applicable to a Third Party Product.

2. AFFILIATE RIGHTS:

Customer represents that Customer has the authority to enter into agreements on behalf of all Permitted Affiliates. All of the rights granted to Customer hereunder shall extend to all Permitted Affiliates. In the event Supplier believes it has an actionable claim against Customer or any Permitted Affiliate due to the failure of such Permitted Affiliate to comply with the Agreement, Supplier will be permitted seek to satisfy its claim against both Customer and the applicable Permitted Affiliate, and both Customer and the applicable Permitted Affiliate shall be liable to Supplier, on a joint and several basis, for all costs, liabilities and damages awarded to Supplier from any breach, omission or violation of Customer’s or any Permitted Affiliate’s obligations under the Agreement by Customer and/or the applicable Permitted Affiliate(s).

3. SERVICES.

A. SaaS Services Grant: Supplier grants Customer and its Permitted Affiliates, as applicable, a SaaS Subscription to use the SaaS Services set forth in the applicable Order(s) only in the Permitted Location(s) subject to the terms set forth in the Order and the Agreement.

B. Services: Supplier will perform the Services as specified in the Order(s): Supplier may utilize its Affiliates, including personnel outside the United States, to perform the Services. Customer expressly understands and agrees that any and all Services performed or goods delivered by Supplier to Customer, whether or not provided pursuant to a written instrument signed by the Parties (e.g., order, etc.), shall be governed in all respects by, and are required to be performed in compliance with, the Agreement, including these Standard Terms.

C. Limited License to Customer Data Feedback: Subject to the terms and conditions of the Agreement, Customer and Permitted Affiliates, if any, hereby grant to Supplier, and its Affiliates as needed to perform the Services, a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license, both during the term of the Agreement and applicable Order(s) and thereafter, to use the Customer Data for the purpose of providing or improving the SaaS Services, creating population health analytics for or with Customer or Permitted Affiliates, and otherwise performing Supplier’s obligations under the Agreement or the applicable Order. Without limiting the generality of the foregoing, Customer acknowledges on its behalf and on behalf of all Permitted Affiliates that Supplier may aggregate Customer Data with the data and information of other customers and subscribers of the SaaS Services for purposes of benchmarking, data analytic, and enhancement and improvement of the SaaS Services. Customer and Permitted Affiliates shall have sole responsibility for the accuracy, quality, legality, reliability and appropriateness of all Customer Data. To the extent Customer or Permitted Affiliates submit any ideas or suggestions to Supplier regarding potential improvements or modifications to the SaaS Services (collectively, “Feedback”) Customer and Permitted Affiliates grant Supplier an irrevocable, perpetual, royalty-free, fully-paid, transferable, and sublicensable license to use such Feedback for Supplier’s purposes related to improving the SaaS Services. In connection with Feedback provided and actually incorporated into the SaaS Services, Customer and Permitted Affiliates agree not to enforce any Intellectual Property rights Customer and/or Permitted Affiliates may hold against Supplier or Supplier’s successor-in-interest.

D. Customer Responsibility: The Services, including SaaS Services, do NOT include any medical, clinical, pharmaceutical, legal, compliance, or related advice whatsoever, including, but not limited to, advice about clinical treatments or processes, credentialing, International Classification of Diseases (ICD) coding, or compliance with any local, state, or federal laws and regulations. Supplier may provide informational tools, resources, and general assistance to the Customer, but the Customer is ultimately responsible for the exercise of its professional judgment in the use of the same. For example, Customer is responsible for ensuring its clinical programs follow all applicable local, state, and federal laws and regulations, and that it uses correct billing codes per health plan and state agency guidance. Customer is ultimately responsible for all clinical and medical decisions and advice; Supplier bears no responsibility for the same. For example, any dosages or other instructions that may be included as templates must be reviewed, adapted as needed, and approved by Customer. The SaaS Services do not provide any information about contraindications, which are the responsibility of Customer. All resources and consultations available to Customer through the Services are provided “as is,” and Supplier is not responsible for the accuracy of said resources or consultations. If Supplier provides Customer with any credentialing assistance services, Customer is ultimately responsible for all communications with required parties and for successful completion of the process. IN NO EVENT SHALL SUPPLIER BE LIABLE TO CUSTOMER OR ANY THIRD-PARTY OR GOVERNMENT ENTITY RELATING TO CUSTOMER’S USE OR MISUSE OF THE SERVICES, OR FOR ANY MEDICAL, CLINICAL, PHARMACEUTICAL, LEGAL, COMPLIANCE, OR RELATED ADVICE OR SERVICES.

E. Network: By accepting these Standard Terms, Customer agrees to join Supplier’s nonexclusive pharmacy network. Customer will have the option to leave Supplier’s network at any time by informing Supplier of its decision to leave.

4. FEES/PAYMENT/TAXES.

A. Fees: Customer shall pay to Supplier the fees and Out-of-Pocket Expenses, if any, specified in the applicable Order in accordance with the invoicing provisions below. The membership fee is collected monthly for the duration of the term.

B. Invoicing and Payment: Supplier may invoice Customer for the fees set forth in the applicable Order. All invoices shall: (i) reference Customer’s Order number; and (ii) use the fee or rate specified in the applicable Order. Payment terms are thirty (30) days calculated from the date the invoice was received. Supplier shall have the right to charge the Customer interest on all past due amounts (excluding any amounts properly withheld by reason of a valid dispute), from the due date until paid, at a rate of one and one half percent (1 ½%) per month on the outstanding balance or the maximum interest rate allowed by law, whichever is less. The Customer shall also pay Supplier’s cost of collection (including reasonable attorneys’ fees). Payments received may be applied by Supplier in its discretion against any obligation owed by Customer to Supplier.

C. Bank Payments: Customer may choose to pay the fees set forth in an Order through its bank account. When Customer pays for an Order using its bank account, Customer authorizes Supplier to debit Customer’s bank account up to the total amount of fees for the Order. Customer also authorizes Supplier to further debit or credit Customer’s bank account to correct any erroneous debit, make necessary adjustments to the payment, or to issue a refund back to Customer’s bank account. Customer authorizes Supplier to make any inquiries or obtain any information, including a credit report or other credit checks, that Supplier determines are necessary to verify Customer’s bank account. Supplier may suspend, refuse, or remove Customer’s ability to make a payment using Customer’s bank account without notice for any reason at any time. If Customer’s bank returns any payment using Customer’s bank account unpaid (for example, if Customer has insufficient funds available), Supplier may retry the payment. Customer’s bank may charge Customer an overdraft or other fees for each payment failure. If such bank account payment is ultimately unsuccessful, Customer shall pay Supplier through an alternative payment method. All electronic payments will be subject to the ACH Rules of the National Automated Clearing House Association (NACHA).

D. Taxes: Unless otherwise specified in the applicable Order, the charges specified on any Order shall be deemed not to have included taxes. Customer shall thus also be responsible for all sales, use, property, value added or similar taxes based on the Services provided. On each invoice, Supplier shall itemize separately any and all taxes required to be collected or paid. Customer shall be responsible for any applicable sales, use and excise taxes, but not for any taxes based upon Supplier’s property or net income.

5. TERM AND TERMINATION.

A. Term: This Agreement shall commence on the Effective Date and shall continue for a period of one year (“Initial Term”). The Agreement will automatically renew for additional one-year periods (“Renewal Term,” all such Renewal Terms together with the Initial Term shall comprise the “Term”) unless either Party notifies the other in writing of its intention not to so renew at least 30 days before the end of the Term.

B. Termination: Customer or Supplier may terminate the Agreement immediately upon written notice of termination in the event of a material breach by the other Party if such breach continues uncured for a period of thirty (30) days after written notice of such breach is provided to the breaching Party. A Party shall be in default hereof if it makes an assignment for the benefit of creditors, a receiver is appointed for such Party, a petition in bankruptcy is filed with respect to such Party and is not dismissed within thirty (30) days, or such Party is adjudicated bankrupt. Customer shall remain obligated to pay for Services performed up to and including the date of final termination, including the notice period(s). Supplier may terminate this Agreement and/or any associated Subscription Order for any reason or no reason upon notice to Customer.

6. CONFIDENTIALITY.

A. Health Insurance Portability and Accountability Act (“HIPAA”): Supplier and its Affilaites will, or are likely to, have access to, create, maintain, transmit and/or receive certain Protected Health Information, as defined by HIPAA, in conjunction with the Services being provided under the Agreement. In conformity with the regulations at 45 C.F.R. Parts 160 -164 implementing the privacy and security requirements of HIPAA (the “Privacy and Security Rules”), the Parties are subject to a written agreement that meets the applicable requirements of the Privacy and Security Rules and such written agreement is attached to the Order as Exhibit B (“BAA”) and is made a part of the Agreement. To the extent that the terms and condition of the BAA are stricter than, conflict with, or are otherwise inconsistent with this Section, the terms and conditions of the BAA shall prevail.

B. Data Security: The Parties recognize that it is impossible to maintain flawless security, but Supplier shall take measures to protect against and prevent security breaches, including administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Protected Health Information. Such measures will not be diminished during the term of the Agreement. Customer understands the risks and hereby consents to Supplier’s offshore Affiliate accessing its Customer Data and Protected Health Information for the purpose of providing the Services.

C. Definition of Confidential Information: For the purpose of the Agreement, Confidential Information means, any non-public information of the Party disclosing such information (the “Disclosing Party”) including, but not limited to, business plans, products, technical data, specifications, documentations, rules and procedures, contracts (including without limitation any lease, service agreement, data maintenance agreement, or business associate agreement), Intellectual Property, trade secrets, presentations, know-how, business methods, services, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, processes, payment, delivery and inspection procedures, designs, drawings, or other information or material of any kind, whether in paper, electronic, or oral form, or any other information that are designated as “confidential,” “proprietary”, etc., or could reasonably be construed as giving the Disclosing Party some competitive business advantage or the opportunity of obtaining that advantage, so that the disclosure or use thereof could be detrimental to the interests of the Disclosing Party (the “Disclosed Materials”). The Party receiving disclosed information is the “Receiving Party”. Confidential Information shall further include any information otherwise obtained, directly or indirectly, by a Receiving Party through inspection, review or analysis of the Disclosed Materials.

D. Non-Disclosure of Confidential Information: The Receiving Party (i) shall not disclose Confidential Information to any third party without prior written consent of the Disclosing Party, and (ii) agrees to use the Confidential Information solely for the purpose of performing its obligations under the Agreement. Copying and reproduction shall be done to the minimum extent necessary. Neither Party shall copy, reproduce, sell, assign, license or disclose any Confidential Information it receives from the other Party to any other person, Affiliate, firm, or corporation, or other entity or agency except as expressly allowed by the Agreement. Either Party may disclose Confidential Information to its agents or consultants who are bound by written obligations of confidentiality substantially similar to and, in any event, no less stringent than those set out in this Section and who have a need to know to carry out the purposes of the Agreement. Each Party shall apply commercially reasonable safeguards to protect the Confidential Information received from the other Party against unlawful or otherwise unauthorized access, use, and disclosure and shall comply with all applicable law governing the privacy and security of personally identifiable information. Within thirty (30) days of receipt of written request from the other Party or termination of the Agreement, each Party agrees to return to the other Party, or to destroy and to delete from any of its electronic storage devices, all Confidential Information received from the other Party, in whatever form.

E. Confidential Information Exceptions: The Parties hereto agree that information shall not be deemed Confidential Information and each Party shall have no confidentiality obligation with respect to any information which: i.enters into the public domain through no wrongful act of the Receiving Party; ii.is rightfully received from a third party without restriction and without breach of the Agreement; iii.is approved for release by written authorization of an officer of the Disclosing Party; iv.is already in Receiving Party’s possession as evidenced by its records created and maintained in the normal course of business and is not the subject of a separate non-disclosure agreement; or v.is or was independently developed by the Receiving Party or any of its Affiliates, employees, consultants or agents without reference to any Confidential Information of the Disclosing Party.

F. Compelled Disclosures: The Receiving Party retains the right to disclose the Confidential Information pursuant to the requirements of a governmental agency or operation of law. If legally permissible and to the extent possible, the Receiving Party will give prior notice to the Disclosing Party of such disclosure, so that Disclosing Party, at Disclosing Party’s discretion, may seek confidential or protected status for such Confidential Information. If notice to Disclosing Party is not legally permissible, Receiving Party shall use reasonable efforts to receive confidential or protected status for such Confidential Information. Notwithstanding the foregoing, each Party may disclose copies of the Agreement to a government agency upon request, provided that such Party makes good faith effort to obtain confidential or protected status for the Confidential Information.

G. Survival: It is expressly agreed by the Parties that the provisions of this Section shall survive the termination or expiration, for any reason, of the Agreement for an indefinite period, and shall be binding on each Party, its successors and assigns for the benefit of the other Party and its Affiliates, successors and assigns.

7. INTELLECTUAL PROPERTY.

A. Supplier Intellectual Property: The Parties recognize that Supplier’s performance of the Services may take advantage of both Supplier’s pre-existing intellectual property (“Supplier Pre-Existing IP”) and derivative works of the Supplier Pre-Existing IP, including modifications, enhancements, or adaptations made by Supplier in the course of providing the Services (collectively, “Supplier Intellectual Property”). Subject to the limited license rights granted to Customer and Permitted Affiliated by Supplier under the Agreement, all Supplier Intellectual Property (including without limitation copyrights, patents rights, trade secret right, rights of reproduction, trademark rights, rights of publicity, and the right to secure registrations, renewals, reissues, and extensions thereof in and to such Supplier Intellectual Property) shall remain with Supplier, and Supplier shall have the unlimited right to use such Supplier Intellectual Property, including without limitation any Supplier Intellectual Property utilized in the performance of Services.

B. Additional Restrictions: Customer and Permitted Affiliates shall not, either during the Term of the Agreement or thereafter, decompile, decode, reverse engineer in whole or in part the Services or the other Supplier Intellectual Property, for any purpose including, without limitation, in order to: (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Services or the Supplier Intellectual Property; or (iii) copy any ideas, features, functions or graphics of Supplier or its Supplier Intellectual Property.

C. Third Party Products: Third Party Products may be provided as part of the Services and may be subject to additional fees. Customer, on its behalf and on behalf of its Permitted Affiliates, agrees that the use of any Third Party Products under the Agreement will be subject to Third Party Terms that govern the use of such Third Party Products, including but not limited to such provisions regarding warranty, indemnification, limitation of liability and confidentiality. If Third Party Terms are not provided during the transaction contemplated under this section 7(C), it is Customer’s or its Permitted Affiliate’s, as applicable, responsibility to obtain the relevant Third Party Terms to the Third Party Products. Nothing contained in the Agreement is intended to convey ownership in Third Party Products. In addition, subject to the terms and conditions of the Agreement, Customer, on its behalf and on behalf of its Permitted Affiliates, hereby grants to Supplier a non-exclusive, non-transferable, non- sublicensable, royalty-free, limited license, during the term of the Agreement, to use the Customer Data for the purpose of utilizing Third Party Products in connection with the Services provided to Customer and/or Permitted Affiliates.

8. LIMITED WARRANTY AND COMPLIANCE WITH LAWS:

A. Limited Warranty: Supplier warrants to Customer that it shall perform the Services: (a) in accordance with the terms of, and subject to, the terms and conditions set out in the applicable Order and the Agreement; (b) using personnel of commercially reasonable skill, experience and qualifications; and (c) in a diligent and professional manner in accordance with generally recognized industry standards for similar services. Nothing in the Agreement is intended to warrant any Third Party Products used in the course of providing the Services.

B. Compliance with Laws: In connection with its business operations and in connection with its access to and use of the Services, each Party will comply with any and all applicable laws, ordinances, orders, directions, rules and regulations of the local, Federal, state, county and municipal governments applicable thereto, all as they may be amended from time to time, including and not limited to any state and local laws and regulations governing the security of personally identifiable information including, but not limited to, social security numbers.

C. Intellectual Property Rights: Supplier represents and warrants that, to such Supplier’s knowledge, the Services to be rendered by Supplier will not violate any United States copyright, trade secret, patent or other proprietary or Intellectual Property right or confidential relationship of any third party. Supplier represents and warrants that it has all right, title and interest in, and has the right to license, any Services to be provided to Customer and Permitted Affiliates as required under the Agreement.

D. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION 8, SUPPLIER DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, SERVICES, AND ANY OTHER MATERIALS THAT MAY BE PROVIDED TO CUSTOMER OR PERMITTED AFFILIATES UNDER THE AGREEMENT AND/OR ANY ORDER INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLIER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SERVICES, THIRD PARTY PRODUCTS, OR ANY OTHER MATERIALS THAT MAY BE PROVIDED TO CUSTOMER OR PERMITTED AFFILIATES UNDER THE AGREEMENT AND/OR ANY ORDER WILL MEET CUSTOMER’S OR PERMITTED AFFILIATES REQUIREMENTS, OR ACHIEVE ANY INTENDED RESULTS. THE SERVICES, INCLUDING SAAS SERVICES, DO NOT INCLUDE ANY MEDICAL, CLINICAL, PHARMACEUTICAL, LEGAL, COMPLIANCE, OR RELATED ADVICE WHATSOEVER, AND SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SAME.

9. INDEMNIFICATION.

A. Indemnification: Each party hereby agrees to indemnify, defend and hold the other party, its officers, directors, managers, employees, Affiliates, successors and assigns (each, an “Indemnified Party”) harmless from any third party claims, suits, allegations, proceeding, actions, injunctions, damages, losses, liabilities, costs or expenses, including, but not limited to, reasonable attorneys’ fees and costs (“Claim”) that such other party or its respective Indemnified Parties may incur arising out of or related to either (i) the infringement upon or violation of any copyrights, trade secrets, patents, or other proprietary or Intellectual Property rights of a third party, (ii) Supplier’s use, as Indemnifying Party, of the SaaS Services or other Services. Supplier, as Indemnifying Party, shall not be obligated to indemnify Customer or any other Indemnified Party, however, to the extent that any Claim is caused by: (A) Customer’s use of the any Supplier Intellectual Property other than in accordance with applicable documentation or instructions or intended use supplied by Supplier or contemplated by this Agreement; (B) any alteration, modification or revision of the Supplier Intellectual Property in contravention of the terms of this Agreement; (C) Customer’s failure to use or implement corrections or enhancements to the Supplier Intellectual Property made available free of charge to Customer by Supplier within a timeframe agreed to by the Parties and with specific communication of the necessity of such changes to avoid infringement; or (D) any combination of Supplier Intellectual Property with any hardware, system or other software not provided, authorized in writing by Supplier or contemplated by this Agreement.

B. Indemnification Procedure: With respect to any such Claim requiring an indemnification in this Agreement, the Indemnified Party agrees to (i) send the Indemnifying Party written notice of such Claim, suit, allegation or proceeding promptly after receiving written notice of the same; (ii) give the Indemnifying Party authority to proceed as contemplated herein; and (iii) at the Indemnifying Party’s expense, give the Indemnifying Party proper and reasonable information and assistance to settle and/or defend any such Claim, suit or proceeding. Failure by an Indemnified Party to meet the foregoing obligations shall not relieve the Indemnifying Party’s obligations, except to the extent that the Indemnifying Party is prejudiced by such failure. Furthermore, the Indemnifying Party shall not, without the applicable Indemnified Party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (i) makes any admission on behalf of the Indemnified Party; or (ii) consents to any injunction against the Indemnified Party (except an injunction relating solely to the indemnified Party’s continued use of any infringing deliverable). The Indemnified Party shall have the right, at its expense, to participate in any legal proceeding to contest and defend a Claim and to be represented by legal counsel of its choosing, but shall have no right to settle a Claim without the Indemnifying Party’s written consent.

10. LIMITATION OF LIABILITY:

IN NO EVENT SHALL SUPPLIER, ITS PRINCIPALS, AGENTS OR AFFILIATES BE LIABLE TO CUSTOMER OR ANY PERMITTED AFFILIATES FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, RESULTING FROM OR RELATING TO ANY ORDER OR THE AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT, OR OTHERWISE, EVEN IF SUPPLIER OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICES, INCLUDING SAAS SERVICES, DO NOT INCLUDE ANY MEDICAL, CLINICAL, PHARMACEUTICAL, LEGAL, COMPLIANCE, OR RELATED ADVICE WHATSOEVER, AND IN NO EVENT SHALL SUPPLIER BE LIABLE FOR THE SAME, CUSTOMER’S CLINICAL PRACTICE, OR CUSTOMER’S COMPLIANCE WITH ANY LAWS. NOTWITHSTANDING ANY OTHER TERM OR PROVISION CONTAINED HEREIN TO THE CONTRARY, THE LIABILITY OF SUPPLIER AND/OR ITS PRINCIPALS, AGENTS, AND AFFILIATES TO CUSTOMER AND/OR ANY PERMITTED AFFILIATES SHALL IN ALL CASES BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GIVES RISE TO THE CLAIM.

Each Party shall have a duty to mitigate damages for which the other Party is responsible.

Any claim by Customer or Permitted Affiliates arising from, or relating to, the Agreement or any Order must be brought within one (1) year from the date such claim arose.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER, ON ITS BEHALF AND ON BEHALF OF ITS PERMITTED AFFILIATES, UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, SERVICE INTERRUPTIONS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SUPPLIER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH ISSUES OR PROBLEMS. SUPPLIER ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, CUSTOMER’S OR ITS PERMITTED AFFILIATES’ COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF CUSTOMER’S OR ITS PERMITTED AFFILIATES’ ACCESS TO, USE OF, OR VIEWING OF THE SERVICE OR ANY ACCESSING OF DATA, TEXT, IMAGES OR SOFTWARE THEREFROM, UNLESS SUCH VIRUSES OCCUR AS A RESULT OF THE NEGLIGENT ACTS OR OMISSIONS OF SUPPLIER.

11. FORCE MAJEURE:

Neither Party shall be liable to the other Party or deemed to be in default for any delay or failure in performance of any obligation under the Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of the public enemy, acts of terrorism, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements or any other cause beyond the reasonable control of such Party. The Party claiming such force majeure event shall give timely written notice to the other Party and shall use due diligence to mitigate the situation. Such force majeure shall not relieve the non-performing Party of liability in the event of its concurrent negligence, failure to use due diligence to remove the cause of the force majeure in an adequate manner and with all reasonable dispatch, or if such default or delay could have been prevented by reasonable precautions or could have been circumvented by the non-performing Party through the use of alternate sources, work around plans or other means. Further, under no circumstances will a force majeure event delay or excuse a Party’s payment obligations hereunder.

12. INSURANCE:

Each Party shall maintain adequate insurance protection covering its respective activities hereunder, including but not limited to, coverage for statutory workers’ compensation, comprehensive general liability for bodily injury and property damage, as well as adequate insurance coverage of vehicles.

13. DISPUTE RESOLUTION/BINDING ARBITRATION/GOVERNING LAW:

A. Dispute Resolution: Prior to the initiation of binding arbitration as detailed below, the Parties shall first attempt to resolve their dispute informally. Every effort should be made to resolve all disputes at the lowest possible level of authority. The Parties will use their best efforts to arrange personal meetings and/or telephone conferences as needed. Each negotiator will have the authority to negotiate and enter into a settlement of the dispute on their respective company’s behalf.

B. Binding Arbitration: Any controversy or claim arising out of or relating to the Agreement or the breach, termination, or validity thereof not settled through informal dispute resolution, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief which shall be subject to the ruling of an applicable court of competent jurisdiction, shall be settled by binding arbitration in Cincinnati, Ohio administered by the American Arbitration Association (“AAA”) and conducted by a sole arbitrator in accordance with the AAA’s Commercial Arbitration Rules (the “Rules”). The Federal Arbitration Act, 9 U.S.C. Sec. 1-16, shall govern the arbitration to the exclusion of state laws inconsistent therewith or that would produce a different result, and any court having jurisdiction thereof may enter judgment on the award rendered by the arbitrator. Except as may be required by law or to the extent necessary in connection with a judicial challenge, or enforcement of an award, neither a Party nor the arbitrator may disclose the existence, content, record, or results of an arbitration. Fourteen (14) calendar days before the hearing, the Parties will exchange and provide to the arbitrator: (a) a list of witnesses they intend to call, including any experts, with a short description of the anticipated direct testimony of each witness and an estimate of the length thereof; and (b) pre-marked copies of all exhibits they intend to use at the hearing. Deposition for discovery purposes shall not be permitted. The arbitrator may award only monetary relief and is not empowered to award damages other than compensatory damages. A short statement of the reasoning on which the award rests shall accompany an award for two hundred fifty thousand dollars ($250,000.00) or more.

C. Governing Law: The formation and performance of the Agreement shall be governed and interpreted by the laws of the State of Ohio, disregarding, however, any applicable conflicts of law provisions that would require the application of the law of another state.

D. Jurisdiction: If either Party initiates litigation relating to the Agreement, then, in addition to complying with any applicable statutory notice requirements, such Party shall give the other Party notice thereof by certified mail, return receipt requested, at the most recent address provided by such Party in accordance with Section 14, Notices. Supplier consents to the jurisdiction of the state and Federal courts located in Ohio with respect to any legal action arising from or related to the Agreement.

E. Injunctive Relief: Nothing in this Section 12 will prevent or restrict a Party from applying to the AAA in accordance with the Rules for preliminary or immediate injunctive relief in order to preserve the status quo or prevent irreparable harm, in which case the hearing on any such application will be held in Cincinnati, Ohio.

14. ASSIGNMENT:

Neither Customer not its Permitted Affiliates may assign its rights or delegate its obligations under the Agreement without the prior written consent of Supplier, which consent shall not be unreasonably withheld or delayed. Supplier may assign its rights and obligations under the Agreement, in whole or in part, to a parent or Affiliate or in the event of a merger, sale of a business unit, or majority stock ownership. Such assignment will be effective without the consent of the other party.

15. NOTICES:

All legal notices and other communications required or permitted hereunder shall be in writing and delivered in person, by United States certified mail, return receipt requested, by facsimile with confirmation sheet, or by overnight express mail to the Parties at their addresses set forth below or to such other address as either Party may so designate in writing at least ten (10) days prior to such notice or communication. All such notices shall be effective when received.

CustomerSupplier
See Notice Address as provided in the Order250 W. Court St., Suite 450E Cincinnati, OH 45242 Attn: CEO with a required copy to: general-counsel@assurecare.com

16. WAIVER:

The failure or delay of either Party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of the Agreement or to exercise any right, power or privilege under the Agreement, shall not operate or be construed as a relinquishing of future performance or as a waiver of any of the same or similar rights, powers or privileges in the future, and the obligation of the other Party with respect to such future rights or performance shall continue in full force and effect as if such failure or delay never occurred.

17. SURVIVAL:

All sections of the Agreement relating to confidentiality, limitation of liability, indemnification, insurance, arbitration, Intellectual Property and compliance with laws shall survive expiration or termination of the Agreement, as well as any other provisions that ought reasonably be construed to survive such expiration or termination.

18. EXPRESS REMEDY OF INJUNCTIVE RELIEF:

Without limiting either Party’s rights at law or equity, both Parties agree that a breach or threatened breach of the Agreement by the other Party may cause significant, irreparable harm and that, in addition to all other rights and remedies available under the Agreement, the non-breaching Party shall be entitled, in that case, to seek temporary, preliminary and/or injunctive relief, or any other equitable remedy.

19. SEVERABILITY:

In the event that any one or more of the provisions, or parts thereof, contained in the Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction or arbitrator, such unenforceability shall not affect any other provisions, or parts thereof, but shall then be construed as if such unenforceable provision, or parts thereof, had never been contained herein.

20. PARAGRAPH HEADINGS:

Paragraph headings used herein are for reference purposes only and shall not be interpreted to limit or affect in any way the meaning of the language contained in such paragraphs.

21. USE OF NAME OR MARK CUSTOMER BRAND STANDARD:

Neither Party shall use the name, trade name, service marks, trademarks, trade dress, or logo of the other in customer lists, publicity releases, advertising, promotional materials, direct mail, seminars, on the other Party’s web site, or in other communications without the express prior written consent of the other’s duly authorized representative.

22. ENTIRE AGREEMENT:

The Agreement, including and together with any related Order and BAA, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained therein, and supersedes any prior and contemporaneous understandings, agreements, representations and warranties regarding such subject matter. The Agreement may not be amended, released, discharged, changed, or modified except in a written instrument signed by duly authorized representatives of both Parties that expressly intends such release, discharge, change, or modification.

AssureCare’s User Agreement

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These AssureRX Standard Terms (the "Standard Terms") apply to Customer’s and its Permitted Affiliates’, if any, use of the Services specified in the Order(s) by and between Customer and Supplier to which these Standard Terms are appended or otherwise incorporated. 1. DEFINITIONS. For the purpose of the Agreement:

A. "Affiliate" means any company that (i) controls, (ii) is controlled by or (iii) is under common control with either Party or its parent entity. A company shall be deemed to control a company if it has the power to direct or cause the direction of the management or policies of such company, whether through the ownership of voting securities, by contract, or otherwise.

B. "Agreement" means, collectively, the Order, these Standard Terms, and the BAA, together with any amendments, exhibits or appendices thereto.

C. "Authorized User(s)" means any permanent or temporary employee, consultant or agent of Customer or any Permitted Affiliate with a legitimate need to utilize the SaaS Services in accordance with the Agreement. Customer and Permitted Affiliates shall ensure Authorized Users compliance with the terms of the Agreement.

D. "BAA" means the Business Associate Agreement incorporated into the Agreement as Exhibit B to the Order.

E. "Customer Data" means (i) all information and other data provided by Customer, a Permitted Affiliate or an Authorized User, or collected by Supplier on Customer’s or a Permitted Affiliate’s behalf, in relation to the Services, (ii) all information and other data generated by the SaaS Services in response to such information or other data set forth in (i) above, and (iii) any information and other data relating to Customer, Permitted Affiliates or an Authorized User otherwise captured by the SaaS Services.

F. "Intellectual Property" shall mean any and all patents, copyrights, copyright registrations, proprietary models and design registrations, know-how, ideas, trademarks, service marks, trade names, business names, domain names, trade dress, trade secrets, source code, object code, test results, proprietary techniques, regulatory filing, or other similar information (whether or not patentable and whether in tangible or intangible form), and any other industrial or proprietary right, and any rights to any of the foregoing, and any documentation relating thereto, whether or not registered as of the Effective Date of the Agreement or at any time.

G. "Out-Of-Pocket Expenses" means, pre-approved expenses as specified in the applicable Order which Supplier incurs that are directly related to the Agreement.

H. "Parties" means Supplier and Customer, collectively.

I. "Party" means each of Supplier and Customer, individually.

J. "Permitted Affiliate(s)" means the Customer’s Affiliates who are listed on the Order as permitted to use the Services.

K. "Permitted Location(s)" means locations listed on the Order where Customer and its Permitted Affiliate(s) may use the SaaS Services.

L. "Order(s)" means a mutually executed Subscription Order that sets forth the relevant term, fee, dates for performance and such other information as the Parties deem necessary and appropriate with respect to a business engagement. For purposes of the Agreement, all references to "Order" shall include any other dependent documents, as applicable.

M. "SaaS Services" means (i) those certain applications, operating systems, programs and other software, as set forth in the applicable Order(s), that Supplier shall make accessible to Authorized Users, (ii) the Services used (and, at a minimum, required to be used) to host, operate and support such software and/or Customer Data, as more fully described in the applicable Order, and/or (iii) any information, data, content or other materials made available by or on behalf of Supplier to Customer or Permitted Affiliates through or using such software or Services, each excluding any Customer Data.

N. "SaaS Subscription" means a right to access and use, and to permit Authorized Users to access and use, the SaaS Services during the Term of the applicable Order, subject to any applicable usage rules set forth therein or otherwise provided to Customer or its Permitted Affiliates, as applicable.

O. "Services" means services provided by Supplier to Customer and/or Permitted Affiliates as set forth in the Agreement or an applicable Order.

P. "Third Party Products" shall refer to any software, services, hardware or other materials including, without limitation, any Intellectual Property rights of any third party or Supplier Affiliate which Supplier may use for the purpose of providing the Services under the Agreement and subject to the licensing terms of the third party or Supplier Affiliate which govern said software, services, and /or Intellectual Property rights.

Q.  "Third Party Terms" shall refer to all third-party terms and conditions applicable to a Third Party Product.

2. AFFILIATE RIGHTS:

Customer represents that Customer has the authority to enter into agreements on behalf of all Permitted Affiliates. All of the rights granted to Customer hereunder shall extend to all Permitted Affiliates. In the event Supplier believes it has an actionable claim against Customer or any Permitted Affiliate due to the failure of such Permitted Affiliate to comply with the Agreement, Supplier will be permitted seek to satisfy its claim against both Customer and the applicable Permitted Affiliate, and both Customer and the applicable Permitted Affiliate shall be liable to Supplier, on a joint and several basis, for all costs, liabilities and damages awarded to Supplier from any breach, omission or violation of Customer’s or any Permitted Affiliate’s obligations under the Agreement by Customer and/or the applicable Permitted Affiliate(s).

3. SERVICES.

A. SaaS Services Grant: Supplier grants Customer and its Permitted Affiliates, as applicable, a SaaS Subscription to use the SaaS Services set forth in the applicable Order(s) only in the Permitted Location(s) subject to the terms set forth in the Order and the Agreement.

B. Services: Supplier will perform the Services as specified in the Order(s): Supplier may utilize its Affiliates, including personnel outside the United States, to perform the Services. Customer expressly understands and agrees that any and all Services performed or goods delivered by Supplier to Customer, whether or not provided pursuant to a written instrument signed by the Parties (e.g., order, etc.), shall be governed in all respects by, and are required to be performed in compliance with, the Agreement, including these Standard Terms.

C. Limited License to Customer Data Feedback: Subject to the terms and conditions of the Agreement, Customer and Permitted Affiliates, if any, hereby grant to Supplier, and its Affiliates as needed to perform the Services, a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license, both during the term of the Agreement and applicable Order(s) and thereafter, to use the Customer Data for the purpose of providing or improving the SaaS Services, creating population health analytics for or with Customer or Permitted Affiliates, and otherwise performing Supplier’s obligations under the Agreement or the applicable Order. Without limiting the generality of the foregoing, Customer acknowledges on its behalf and on behalf of all Permitted Affiliates that Supplier may aggregate Customer Data with the data and information of other customers and subscribers of the SaaS Services for purposes of benchmarking, data analytic, and enhancement and improvement of the SaaS Services. Customer and Permitted Affiliates shall have sole responsibility for the accuracy, quality, legality, reliability and appropriateness of all Customer Data. To the extent Customer or Permitted Affiliates submit any ideas or suggestions to Supplier regarding potential improvements or modifications to the SaaS Services (collectively, “Feedback”) Customer and Permitted Affiliates grant Supplier an irrevocable, perpetual, royalty-free, fully-paid, transferable, and sublicensable license to use such Feedback for Supplier’s purposes related to improving the SaaS Services. In connection with Feedback provided and actually incorporated into the SaaS Services, Customer and Permitted Affiliates agree not to enforce any Intellectual Property rights Customer and/or Permitted Affiliates may hold against Supplier or Supplier’s successor-in-interest.

D. Customer Responsibility: The Services, including SaaS Services, do NOT include any medical, clinical, pharmaceutical, legal, compliance, or related advice whatsoever, including, but not limited to, advice about clinical treatments or processes, credentialing, International Classification of Diseases (ICD) coding, or compliance with any local, state, or federal laws and regulations. Supplier may provide informational tools, resources, and general assistance to the Customer, but the Customer is ultimately responsible for the exercise of its professional judgment in the use of the same. For example, Customer is responsible for ensuring its clinical programs follow all applicable local, state, and federal laws and regulations, and that it uses correct billing codes per health plan and state agency guidance. Customer is ultimately responsible for all clinical and medical decisions and advice; Supplier bears no responsibility for the same. For example, any dosages or other instructions that may be included as templates must be reviewed, adapted as needed, and approved by Customer. The SaaS Services do not provide any information about contraindications, which are the responsibility of Customer. All resources and consultations available to Customer through the Services are provided “as is,” and Supplier is not responsible for the accuracy of said resources or consultations. If Supplier provides Customer with any credentialing assistance services, Customer is ultimately responsible for all communications with required parties and for successful completion of the process. IN NO EVENT SHALL SUPPLIER BE LIABLE TO CUSTOMER OR ANY THIRD-PARTY OR GOVERNMENT ENTITY RELATING TO CUSTOMER’S USE OR MISUSE OF THE SERVICES, OR FOR ANY MEDICAL, CLINICAL, PHARMACEUTICAL, LEGAL, COMPLIANCE, OR RELATED ADVICE OR SERVICES.

E. Network: By accepting these Standard Terms, Customer agrees to join Supplier’s nonexclusive pharmacy network. Customer will have the option to leave Supplier’s network at any time by informing Supplier of its decision to leave.

4. FEES/PAYMENT/TAXES.

A. Fees: Customer shall pay to Supplier the fees and Out-of-Pocket Expenses, if any, specified in the applicable Order in accordance with the invoicing provisions below. The membership fee is collected monthly for the duration of the term.

B. Invoicing and Payment: Supplier may invoice Customer for the fees set forth in the applicable Order. All invoices shall: (i) reference Customer's Order number; and (ii) use the fee or rate specified in the applicable Order. Payment terms are thirty (30) days calculated from the date the invoice was received. Supplier shall have the right to charge the Customer interest on all past due amounts (excluding any amounts properly withheld by reason of a valid dispute), from the due date until paid, at a rate of one and one half percent (1 ½%) per month on the outstanding balance or the maximum interest rate allowed by law, whichever is less. The Customer shall also pay Supplier’s cost of collection (including reasonable attorneys’ fees). Payments received may be applied by Supplier in its discretion against any obligation owed by Customer to Supplier.

C. Bank Payments: Customer may choose to pay the fees set forth in an Order through its bank account. When Customer pays for an Order using its bank account, Customer authorizes Supplier to debit Customer’s bank account up to the total amount of fees for the Order. Customer also authorizes Supplier to further debit or credit Customer’s bank account to correct any erroneous debit, make necessary adjustments to the payment, or to issue a refund back to Customer’s bank account. Customer authorizes Supplier to make any inquiries or obtain any information, including a credit report or other credit checks, that Supplier determines are necessary to verify Customer’s bank account. Supplier may suspend, refuse, or remove Customer’s ability to make a payment using Customer’s bank account without notice for any reason at any time. If Customer’s bank returns any payment using Customer’s bank account unpaid (for example, if Customer has insufficient funds available), Supplier may retry the payment. Customer’s bank may charge Customer an overdraft or other fees for each payment failure. If such bank account payment is ultimately unsuccessful, Customer shall pay Supplier through an alternative payment method. All electronic payments will be subject to the ACH Rules of the National Automated Clearing House Association (NACHA).

D. Taxes: Unless otherwise specified in the applicable Order, the charges specified on any Order shall be deemed not to have included taxes. Customer shall thus also be responsible for all sales, use, property, value added or similar taxes based on the Services provided. On each invoice, Supplier shall itemize separately any and all taxes required to be collected or paid. Customer shall be responsible for any applicable sales, use and excise taxes, but not for any taxes based upon Supplier’s property or net income.

5. TERM AND TERMINATION.

A. Term: This Agreement shall commence on the Effective Date and shall continue for a period of one year (“Initial Term”). The Agreement will automatically renew for additional one-year periods ("Renewal Term," all such Renewal Terms together with the Initial Term shall comprise the "Term") unless either Party notifies the other in writing of its intention not to so renew at least 30 days before the end of the Term.

B. Termination: Customer or Supplier may terminate the Agreement immediately upon written notice of termination in the event of a material breach by the other Party if such breach continues uncured for a period of thirty (30) days after written notice of such breach is provided to the breaching Party. A Party shall be in default hereof if it makes an assignment for the benefit of creditors, a receiver is appointed for such Party, a petition in bankruptcy is filed with respect to such Party and is not dismissed within thirty (30) days, or such Party is adjudicated bankrupt. Customer shall remain obligated to pay for Services performed up to and including the date of final termination, including the notice period(s). Supplier may terminate this Agreement and/or any associated Subscription Order for any reason or no reason upon notice to Customer.

6. CONFIDENTIALITY.

A. Health Insurance Portability and Accountability Act ("HIPAA"): Supplier and its Affilaites will, or are likely to, have access to, create, maintain, transmit and/or receive certain Protected Health Information, as defined by HIPAA, in conjunction with the Services being provided under the Agreement. In conformity with the regulations at 45 C.F.R. Parts 160 -164 implementing the privacy and security requirements of HIPAA (the “Privacy and Security Rules”), the Parties are subject to a written agreement that meets the applicable requirements of the Privacy and Security Rules and such written agreement is attached to the Order as Exhibit B (“BAA”) and is made a part of the Agreement. To the extent that the terms and condition of the BAA are stricter than, conflict with, or are otherwise inconsistent with this Section, the terms and conditions of the BAA shall prevail.

B. Data Security: The Parties recognize that it is impossible to maintain flawless security, but Supplier shall take measures to protect against and prevent security breaches, including administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Protected Health Information. Such measures will not be diminished during the term of the Agreement. Customer understands the risks and hereby consents to Supplier’s offshore Affiliate accessing its Customer Data and Protected Health Information for the purpose of providing the Services.

C. Definition of Confidential Information: For the purpose of the Agreement, Confidential Information means, any non-public information of the Party disclosing such information (the “Disclosing Party”) including, but not limited to, business plans, products, technical data, specifications, documentations, rules and procedures, contracts (including without limitation any lease, service agreement, data maintenance agreement, or business associate agreement), Intellectual Property, trade secrets, presentations, know-how, business methods, services, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, processes, payment, delivery and inspection procedures, designs, drawings, or other information or material of any kind, whether in paper, electronic, or oral form, or any other information that are designated as “confidential,” “proprietary”, etc., or could reasonably be construed as giving the Disclosing Party some competitive business advantage or the opportunity of obtaining that advantage, so that the disclosure or use thereof could be detrimental to the interests of the Disclosing Party (the “Disclosed Materials”). The Party receiving disclosed information is the “Receiving Party”. Confidential Information shall further include any information otherwise obtained, directly or indirectly, by a Receiving Party through inspection, review or analysis of the Disclosed Materials.

D. Non-Disclosure of Confidential Information: The Receiving Party (i) shall not disclose Confidential Information to any third party without prior written consent of the Disclosing Party, and (ii) agrees to use the Confidential Information solely for the purpose of performing its obligations under the Agreement. Copying and reproduction shall be done to the minimum extent necessary. Neither Party shall copy, reproduce, sell, assign, license or disclose any Confidential Information it receives from the other Party to any other person, Affiliate, firm, or corporation, or other entity or agency except as expressly allowed by the Agreement. Either Party may disclose Confidential Information to its agents or consultants who are bound by written obligations of confidentiality substantially similar to and, in any event, no less stringent than those set out in this Section and who have a need to know to carry out the purposes of the Agreement. Each Party shall apply commercially reasonable safeguards to protect the Confidential Information received from the other Party against unlawful or otherwise unauthorized access, use, and disclosure and shall comply with all applicable law governing the privacy and security of personally identifiable information. Within thirty (30) days of receipt of written request from the other Party or termination of the Agreement, each Party agrees to return to the other Party, or to destroy and to delete from any of its electronic storage devices, all Confidential Information received from the other Party, in whatever form.

E. Confidential Information Exceptions: The Parties hereto agree that information shall not be deemed Confidential Information and each Party shall have no confidentiality obligation with respect to any information which: i.enters into the public domain through no wrongful act of the Receiving Party; ii.is rightfully received from a third party without restriction and without breach of the Agreement; iii.is approved for release by written authorization of an officer of the Disclosing Party; iv.is already in Receiving Party’s possession as evidenced by its records created and maintained in the normal course of business and is not the subject of a separate non-disclosure agreement; or v.is or was independently developed by the Receiving Party or any of its Affiliates, employees, consultants or agents without reference to any Confidential Information of the Disclosing Party.

F. Compelled Disclosures: The Receiving Party retains the right to disclose the Confidential Information pursuant to the requirements of a governmental agency or operation of law. If legally permissible and to the extent possible, the Receiving Party will give prior notice to the Disclosing Party of such disclosure, so that Disclosing Party, at Disclosing Party’s discretion, may seek confidential or protected status for such Confidential Information. If notice to Disclosing Party is not legally permissible, Receiving Party shall use reasonable efforts to receive confidential or protected status for such Confidential Information. Notwithstanding the foregoing, each Party may disclose copies of the Agreement to a government agency upon request, provided that such Party makes good faith effort to obtain confidential or protected status for the Confidential Information.

G. Survival: It is expressly agreed by the Parties that the provisions of this Section shall survive the termination or expiration, for any reason, of the Agreement for an indefinite period, and shall be binding on each Party, its successors and assigns for the benefit of the other Party and its Affiliates, successors and assigns.

7. INTELLECTUAL PROPERTY.

A. Supplier Intellectual Property: The Parties recognize that Supplier's performance of the Services may take advantage of both Supplier’s pre-existing intellectual property (“Supplier Pre-Existing IP”) and derivative works of the Supplier Pre-Existing IP, including modifications, enhancements, or adaptations made by Supplier in the course of providing the Services (collectively, “Supplier Intellectual Property”). Subject to the limited license rights granted to Customer and Permitted Affiliated by Supplier under the Agreement, all Supplier Intellectual Property (including without limitation copyrights, patents rights, trade secret right, rights of reproduction, trademark rights, rights of publicity, and the right to secure registrations, renewals, reissues, and extensions thereof in and to such Supplier Intellectual Property) shall remain with Supplier, and Supplier shall have the unlimited right to use such Supplier Intellectual Property, including without limitation any Supplier Intellectual Property utilized in the performance of Services.

B. Additional Restrictions: Customer and Permitted Affiliates shall not, either during the Term of the Agreement or thereafter, decompile, decode, reverse engineer in whole or in part the Services or the other Supplier Intellectual Property, for any purpose including, without limitation, in order to: (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Services or the Supplier Intellectual Property; or (iii) copy any ideas, features, functions or graphics of Supplier or its Supplier Intellectual Property.

C. Third Party Products: Third Party Products may be provided as part of the Services and may be subject to additional fees. Customer, on its behalf and on behalf of its Permitted Affiliates, agrees that the use of any Third Party Products under the Agreement will be subject to Third Party Terms that govern the use of such Third Party Products, including but not limited to such provisions regarding warranty, indemnification, limitation of liability and confidentiality. If Third Party Terms are not provided during the transaction contemplated under this section 7(C), it is Customer’s or its Permitted Affiliate’s, as applicable, responsibility to obtain the relevant Third Party Terms to the Third Party Products. Nothing contained in the Agreement is intended to convey ownership in Third Party Products. In addition, subject to the terms and conditions of the Agreement, Customer, on its behalf and on behalf of its Permitted Affiliates, hereby grants to Supplier a non-exclusive, non-transferable, non- sublicensable, royalty-free, limited license, during the term of the Agreement, to use the Customer Data for the purpose of utilizing Third Party Products in connection with the Services provided to Customer and/or Permitted Affiliates.

8. LIMITED WARRANTY AND COMPLIANCE WITH LAWS:

A. Limited Warranty: Supplier warrants to Customer that it shall perform the Services: (a) in accordance with the terms of, and subject to, the terms and conditions set out in the applicable Order and the Agreement; (b) using personnel of commercially reasonable skill, experience and qualifications; and (c) in a diligent and professional manner in accordance with generally recognized industry standards for similar services. Nothing in the Agreement is intended to warrant any Third Party Products used in the course of providing the Services.

B. Compliance with Laws: In connection with its business operations and in connection with its access to and use of the Services, each Party will comply with any and all applicable laws, ordinances, orders, directions, rules and regulations of the local, Federal, state, county and municipal governments applicable thereto, all as they may be amended from time to time, including and not limited to any state and local laws and regulations governing the security of personally identifiable information including, but not limited to, social security numbers.

C. Intellectual Property Rights: Supplier represents and warrants that, to such Supplier’s knowledge, the Services to be rendered by Supplier will not violate any United States copyright, trade secret, patent or other proprietary or Intellectual Property right or confidential relationship of any third party. Supplier represents and warrants that it has all right, title and interest in, and has the right to license, any Services to be provided to Customer and Permitted Affiliates as required under the Agreement.

D. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION 8, SUPPLIER DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, SERVICES, AND ANY OTHER MATERIALS THAT MAY BE PROVIDED TO CUSTOMER OR PERMITTED AFFILIATES UNDER THE AGREEMENT AND/OR ANY ORDER INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLIER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SERVICES, THIRD PARTY PRODUCTS, OR ANY OTHER MATERIALS THAT MAY BE PROVIDED TO CUSTOMER OR PERMITTED AFFILIATES UNDER THE AGREEMENT AND/OR ANY ORDER WILL MEET CUSTOMER’S OR PERMITTED AFFILIATES REQUIREMENTS, OR ACHIEVE ANY INTENDED RESULTS. THE SERVICES, INCLUDING SAAS SERVICES, DO NOT INCLUDE ANY MEDICAL, CLINICAL, PHARMACEUTICAL, LEGAL, COMPLIANCE, OR RELATED ADVICE WHATSOEVER, AND SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SAME.

9. INDEMNIFICATION.

A. Indemnification: Each party hereby agrees to indemnify, defend and hold the other party, its officers, directors, managers, employees, Affiliates, successors and assigns (each, an “Indemnified Party”) harmless from any third party claims, suits, allegations, proceeding, actions, injunctions, damages, losses, liabilities, costs or expenses, including, but not limited to, reasonable attorneys' fees and costs (“Claim”) that such other party or its respective Indemnified Parties may incur arising out of or related to either (i) the infringement upon or violation of any copyrights, trade secrets, patents, or other proprietary or Intellectual Property rights of a third party, (ii) Supplier’s use, as Indemnifying Party, of the SaaS Services or other Services. Supplier, as Indemnifying Party, shall not be obligated to indemnify Customer or any other Indemnified Party, however, to the extent that any Claim is caused by: (A) Customer’s use of the any Supplier Intellectual Property other than in accordance with applicable documentation or instructions or intended use supplied by Supplier or contemplated by this Agreement; (B) any alteration, modification or revision of the Supplier Intellectual Property in contravention of the terms of this Agreement; (C) Customer’s failure to use or implement corrections or enhancements to the Supplier Intellectual Property made available free of charge to Customer by Supplier within a timeframe agreed to by the Parties and with specific communication of the necessity of such changes to avoid infringement; or (D) any combination of Supplier Intellectual Property with any hardware, system or other software not provided, authorized in writing by Supplier or contemplated by this Agreement.

B. Indemnification Procedure: With respect to any such Claim requiring an indemnification in this Agreement, the Indemnified Party agrees to (i) send the Indemnifying Party written notice of such Claim, suit, allegation or proceeding promptly after receiving written notice of the same; (ii) give the Indemnifying Party authority to proceed as contemplated herein; and (iii) at the Indemnifying Party’s expense, give the Indemnifying Party proper and reasonable information and assistance to settle and/or defend any such Claim, suit or proceeding. Failure by an Indemnified Party to meet the foregoing obligations shall not relieve the Indemnifying Party’s obligations, except to the extent that the Indemnifying Party is prejudiced by such failure. Furthermore, the Indemnifying Party shall not, without the applicable Indemnified Party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (i) makes any admission on behalf of the Indemnified Party; or (ii) consents to any injunction against the Indemnified Party (except an injunction relating solely to the indemnified Party’s continued use of any infringing deliverable). The Indemnified Party shall have the right, at its expense, to participate in any legal proceeding to contest and defend a Claim and to be represented by legal counsel of its choosing, but shall have no right to settle a Claim without the Indemnifying Party’s written consent.

10. LIMITATION OF LIABILITY:

IN NO EVENT SHALL SUPPLIER, ITS PRINCIPALS, AGENTS OR AFFILIATES BE LIABLE TO CUSTOMER OR ANY PERMITTED AFFILIATES FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, RESULTING FROM OR RELATING TO ANY ORDER OR THE AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT, OR OTHERWISE, EVEN IF SUPPLIER OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICES, INCLUDING SAAS SERVICES, DO NOT INCLUDE ANY MEDICAL, CLINICAL, PHARMACEUTICAL, LEGAL, COMPLIANCE, OR RELATED ADVICE WHATSOEVER, AND IN NO EVENT SHALL SUPPLIER BE LIABLE FOR THE SAME, CUSTOMER’S CLINICAL PRACTICE, OR CUSTOMER’S COMPLIANCE WITH ANY LAWS. NOTWITHSTANDING ANY OTHER TERM OR PROVISION CONTAINED HEREIN TO THE CONTRARY, THE LIABILITY OF SUPPLIER AND/OR ITS PRINCIPALS, AGENTS, AND AFFILIATES TO CUSTOMER AND/OR ANY PERMITTED AFFILIATES SHALL IN ALL CASES BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GIVES RISE TO THE CLAIM.

Each Party shall have a duty to mitigate damages for which the other Party is responsible.

Any claim by Customer or Permitted Affiliates arising from, or relating to, the Agreement or any Order must be brought within one (1) year from the date such claim arose.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER, ON ITS BEHALF AND ON BEHALF OF ITS PERMITTED AFFILIATES, UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, SERVICE INTERRUPTIONS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SUPPLIER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH ISSUES OR PROBLEMS. SUPPLIER ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, CUSTOMER’S OR ITS PERMITTED AFFILIATES’ COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF CUSTOMER’S OR ITS PERMITTED AFFILIATES’ ACCESS TO, USE OF, OR VIEWING OF THE SERVICE OR ANY ACCESSING OF DATA, TEXT, IMAGES OR SOFTWARE THEREFROM, UNLESS SUCH VIRUSES OCCUR AS A RESULT OF THE NEGLIGENT ACTS OR OMISSIONS OF SUPPLIER.

11. FORCE MAJEURE:

Neither Party shall be liable to the other Party or deemed to be in default for any delay or failure in performance of any obligation under the Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of the public enemy, acts of terrorism, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements or any other cause beyond the reasonable control of such Party. The Party claiming such force majeure event shall give timely written notice to the other Party and shall use due diligence to mitigate the situation. Such force majeure shall not relieve the non-performing Party of liability in the event of its concurrent negligence, failure to use due diligence to remove the cause of the force majeure in an adequate manner and with all reasonable dispatch, or if such default or delay could have been prevented by reasonable precautions or could have been circumvented by the non-performing Party through the use of alternate sources, work around plans or other means. Further, under no circumstances will a force majeure event delay or excuse a Party’s payment obligations hereunder.

12. INSURANCE:

Each Party shall maintain adequate insurance protection covering its respective activities hereunder, including but not limited to, coverage for statutory workers' compensation, comprehensive general liability for bodily injury and property damage, as well as adequate insurance coverage of vehicles.

13. DISPUTE RESOLUTION/BINDING ARBITRATION/GOVERNING LAW:

A. Dispute Resolution: Prior to the initiation of binding arbitration as detailed below, the Parties shall first attempt to resolve their dispute informally. Every effort should be made to resolve all disputes at the lowest possible level of authority. The Parties will use their best efforts to arrange personal meetings and/or telephone conferences as needed. Each negotiator will have the authority to negotiate and enter into a settlement of the dispute on their respective company’s behalf.

B. Binding Arbitration: Any controversy or claim arising out of or relating to the Agreement or the breach, termination, or validity thereof not settled through informal dispute resolution, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief which shall be subject to the ruling of an applicable court of competent jurisdiction, shall be settled by binding arbitration in Cincinnati, Ohio administered by the American Arbitration Association (“AAA”) and conducted by a sole arbitrator in accordance with the AAA’s Commercial Arbitration Rules (the “Rules”). The Federal Arbitration Act, 9 U.S.C. Sec. 1-16, shall govern the arbitration to the exclusion of state laws inconsistent therewith or that would produce a different result, and any court having jurisdiction thereof may enter judgment on the award rendered by the arbitrator. Except as may be required by law or to the extent necessary in connection with a judicial challenge, or enforcement of an award, neither a Party nor the arbitrator may disclose the existence, content, record, or results of an arbitration. Fourteen (14) calendar days before the hearing, the Parties will exchange and provide to the arbitrator: (a) a list of witnesses they intend to call, including any experts, with a short description of the anticipated direct testimony of each witness and an estimate of the length thereof; and (b) pre-marked copies of all exhibits they intend to use at the hearing. Deposition for discovery purposes shall not be permitted. The arbitrator may award only monetary relief and is not empowered to award damages other than compensatory damages. A short statement of the reasoning on which the award rests shall accompany an award for two hundred fifty thousand dollars ($250,000.00) or more.

C. Governing Law: The formation and performance of the Agreement shall be governed and interpreted by the laws of the State of Ohio, disregarding, however, any applicable conflicts of law provisions that would require the application of the law of another state.

D. Jurisdiction: If either Party initiates litigation relating to the Agreement, then, in addition to complying with any applicable statutory notice requirements, such Party shall give the other Party notice thereof by certified mail, return receipt requested, at the most recent address provided by such Party in accordance with Section 14, Notices. Supplier consents to the jurisdiction of the state and Federal courts located in Ohio with respect to any legal action arising from or related to the Agreement.

E. Injunctive Relief: Nothing in this Section 12 will prevent or restrict a Party from applying to the AAA in accordance with the Rules for preliminary or immediate injunctive relief in order to preserve the status quo or prevent irreparable harm, in which case the hearing on any such application will be held in Cincinnati, Ohio.

14. ASSIGNMENT:

Neither Customer not its Permitted Affiliates may assign its rights or delegate its obligations under the Agreement without the prior written consent of Supplier, which consent shall not be unreasonably withheld or delayed. Supplier may assign its rights and obligations under the Agreement, in whole or in part, to a parent or Affiliate or in the event of a merger, sale of a business unit, or majority stock ownership. Such assignment will be effective without the consent of the other party.

15. NOTICES:

All legal notices and other communications required or permitted hereunder shall be in writing and delivered in person, by United States certified mail, return receipt requested, by facsimile with confirmation sheet, or by overnight express mail to the Parties at their addresses set forth below or to such other address as either Party may so designate in writing at least ten (10) days prior to such notice or communication. All such notices shall be effective when received.

Customer Supplier
See Notice Address as provided in the Order 250 W. Court St., Suite 450E Cincinnati, OH 45242 Attn: CEO with a required copy to: general-counsel@assurecare.com

16. WAIVER:

The failure or delay of either Party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of the Agreement or to exercise any right, power or privilege under the Agreement, shall not operate or be construed as a relinquishing of future performance or as a waiver of any of the same or similar rights, powers or privileges in the future, and the obligation of the other Party with respect to such future rights or performance shall continue in full force and effect as if such failure or delay never occurred.

17. SURVIVAL:

All sections of the Agreement relating to confidentiality, limitation of liability, indemnification, insurance, arbitration, Intellectual Property and compliance with laws shall survive expiration or termination of the Agreement, as well as any other provisions that ought reasonably be construed to survive such expiration or termination.

18. EXPRESS REMEDY OF INJUNCTIVE RELIEF:

Without limiting either Party’s rights at law or equity, both Parties agree that a breach or threatened breach of the Agreement by the other Party may cause significant, irreparable harm and that, in addition to all other rights and remedies available under the Agreement, the non-breaching Party shall be entitled, in that case, to seek temporary, preliminary and/or injunctive relief, or any other equitable remedy.

19. SEVERABILITY:

In the event that any one or more of the provisions, or parts thereof, contained in the Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction or arbitrator, such unenforceability shall not affect any other provisions, or parts thereof, but shall then be construed as if such unenforceable provision, or parts thereof, had never been contained herein.

20. PARAGRAPH HEADINGS:

Paragraph headings used herein are for reference purposes only and shall not be interpreted to limit or affect in any way the meaning of the language contained in such paragraphs.

21. USE OF NAME OR MARK CUSTOMER BRAND STANDARD:

Neither Party shall use the name, trade name, service marks, trademarks, trade dress, or logo of the other in customer lists, publicity releases, advertising, promotional materials, direct mail, seminars, on the other Party's web site, or in other communications without the express prior written consent of the other's duly authorized representative.

22. ENTIRE AGREEMENT:

The Agreement, including and together with any related Order and BAA, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained therein, and supersedes any prior and contemporaneous understandings, agreements, representations and warranties regarding such subject matter. The Agreement may not be amended, released, discharged, changed, or modified except in a written instrument signed by duly authorized representatives of both Parties that expressly intends such release, discharge, change, or modification.

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