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End User Agreement For more information contact: support@mediprocity.com Prescribers Are Always Free on Mediprocity. (M.D., D.O., N.P., P.A.) Implementation Contact https://secureform.mediprocity.com/forms/13854/4500/Cid1/form.html Business Associate Agreement https://secureform.mediprocity.com/forms/13854/4219/R7Bx/form.html Mediprocity End User License Agreement This agreement (“Service Order”) is made effective upon the date of your account registration on Mediprocity.com (“Effective Date”). This agreement is made by and between Mediprocity, Inc. (“Mediprocity”), a Delaware corporation having an office at 714 Spirit 40 Park Drive, Suite 140, Chesterfield, MO 63005 and the legal entity who has registered (“Customer”). 1 Service Description This Service Agreement is for the utilization of Mediprocity’s Secure Messaging and Secure Forms products which are both HIPAA & HITECH compliant for the exchange of patient health information between participating subscribers on the network. Mediprocity is also integrated into other healthcare provider’s software and hosted in a secure cloud environment with a high level of disaster recovery and audit compliance monitoring. By becoming a subscriber, or by using the Mediprocity’s messaging (“Service” or “Services”), You agree to be bound by this Subscriber Agreement, the Terms of Use, License Agreement, and Privacy Policy available at http://www.mediprocity.com (the Terms & Conditions, Privacy Policy, HIPAA Statement, End User License Agreement) including the definitions, are incorporated herein and Your compliance with such terms and conditions is a condition precedent to the grants of rights under this Agreement), which together form the Service Agreement. The Service Agreement is between Mediprocity and any individual, corporation, partnership, association, trust, unincorporated organization, or government or political subdivision or any other entity that is using the Service (referred to herein as “You” or “Your”), including any user of Services whose access to Services is controlled by You, and is effective as of the date hereof. During registration we may verify Your credentials, identity and/or credit check. You must have and maintain satisfactory credit to receive and continue to receive Services. You agree that by registering on Mediprocity, or by using the website, including our mobile applications, premium services, or other information provided as part of the Mediprocity services (collectively "Mediprocity" or the "Services"), you are entering into a legally binding agreement with Mediprocity, Inc. 714 Spirit 40 Park Drive Suite 140 Chesterfield, MO 63005. If You are using Mediprocity on behalf of a company, medical practice or other legal entity, You are nevertheless individually bound by this Agreement even if Your company has a separate agreement with us. If you do not want to register an account and become a Mediprocity User, do not conclude the Agreement, do NOT click join Mediprocity and do not access, view, download or otherwise use any Mediprocity webpage, information or services. By joining Mediprocity You acknowledge that You have read and understood the terms and conditions of this Agreement and that You agree to be bound by all of its provisions. Customers who have registered on Mediprocity are required to have sufficient bandwidth available to use the service. Mediprocity provides access to the network through the following: A. Android application B. iOS (Apple application) C. Web (browser based) D. Associated Protocol Interface (API) Plan Payments, Automatic Renewal (Monthly & Annually), Cancellation All accounts that total $100 or less per month for your subscription you may require the annual billing plan. This is paid in advance for the year, and offers at 10% discount. If you cancel your account prior to the 12-month time you may be refunded for the remaining years but you will forfeit your 10% discount on the previous months. Accounts may opt-in for the month-to-month if the subscription is less than $100, however if they are late on their payments more than (2) times, they will be required to pay for the remainder of the year. You are responsible for paying your monthly plan, and hereby authorize Mediprocity to charge Your credit card, debit card, or bank account, to pay for the ongoing cost of your monthly service fees via automatic debit. YOU HEREBY AGREE THAT WE SHALL CHARGE YOUR CREDIT CARD THE FULL BALANCE OF YOUR ACCOUNT FOR EACH SUBSCRIPTION TERM IMMEDIATELY UPON THE COMMENCEMENT OF SUCH SUBSCRIPTION TERM. Following Your term, You will be automatically renewed for successive monthly terms based on your plan selection, and continually thereafter, at Mediprocity’s then-existing subscription rate, and be subject to Mediprocity’s then-existing terms and conditions unless You cancel the subscription at least 30 days prior to the relevant renewal date. WHEN CANCELLATION IS REQUESTED BY A SUBSCRIBER, THERE IS NO REFUND FOR ANY UNUSED PORTION OF THE CURRENT SUBSCRIPTION (meaning you will be billed for the remainder of the month and then the account will be closed). You may cancel Your subscription at any time, there is no binding contract or length of contract. Mediprocity is a month-to-month service. Meaning your contract renews each 30 days. If You are not satisfied and wish to cancel, simply email cancellation requests to: support@mediprocity.com You may not assign or transfer Your subscription to any other person or entity. You must promptly inform Mediprocity of any of the following: • Changes to the billing information • Changes to Your account • Changes to Your credit card or other payment method • Apparent breaches of security to Your account If you purchase any services that we offer for a fee, either on a one-time or subscription basis, you agree to Mediprocity storing your payment card information. You also agree to pay the applicable fees for the Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period (month-to-month) during which you cancel your subscription. Credit card uses Braintree secure payment system (PayPal Company) and Waves Payments. Credit Card information can be captured and is kept securely by kept securely online under the integrations to Braintree (PayPal) and Waves Payments. Unless specified otherwise, all prices are quoted in U.S. dollars and the initial payment is due when you register and your (14) free trial has ended. Invoicing will be emailed and due the first of each month, or the first day of your billing cycle whichever comes first. If payment is not made within 30 days, accounts may be locked and deactivated. Late payments may be assessed plus the Customer will be notified in writing. If the outstanding balance has not been paid within ten (10) days of the written notice Mediprocity at its sole and exclusive option may terminate the service without any further notice. When an account is terminated, reactivation fees may apply. When payment is received, a receipt will be sent to the email on file associated with the payment. If payment is late more than three (3) times, Mediprocity will require the organization to have a credit card on file to be paid. Reactivation: If an organization is closed on Mediprocity – there may be a reactivation fee associated in the event users and/or organization is requested to be active. This fee could vary depending on time it takes for reactivation and an estimation will be provided to you by Mediprocity support prior to any action. All fees listed in this Service Agreement are before any/all applicable sales or use taxes. Mediprocity may collect sales and use taxes unless the Customer provides a current and valid sales tax exemption or self-pay certificate. In the event that additional taxes are due which were not collected by Mediprocity, the Customer is responsible for these - including all state or federal taxes, duties and fees pertaining to this Service Order plus any penalties and interest due for non-payment. Furthermore, on request the Licensee will promptly provide certification that such taxes have been paid. Specifically excluded from this provision are any taxes based on Mediprocity’s income. Data Ownership; Data Loss You shall own all data, text, information, screen names, graphics, photos, profiles, audio and video clips, links and other content and materials that You or any of Your users submit, post, display and transmit using the Service (“Data”). YOU ARE SOLELY RESPONSIBLE FOR YOUR CONDUCT AND ANY DATA. YOU HEREBY RELEASE AND INDEMNIFY MEDIPROCITY FOR ANY LOSS, DAMAGE AND/OR ALTERATION OF DATA THROUGH OR CAUSED BY YOUR USE OF SERVICES. Mediprocity may disclose and transfer information other than Data to a third party who acquires all or a substantial portion of Mediprocity’ s business, whether such acquisition is by way of merger, consolidation or purchase of all or a substantial portion of our assets. In addition, in the event Mediprocity’ s becomes the subject of a bankruptcy proceeding, whether voluntary or involuntary, Mediprocity or Mediprocity’ s trustee in bankruptcy may sell, license or otherwise dispose of such information other than Data in a transaction approved by the bankruptcy court. You will be notified of sale of all or a substantial portion of Mediprocity’ s business to a third party via email or through a prominent notice posted on Mediprocity’ s website(s). IF YOU CANCEL YOUR SUBSCRIPTION, YOUR ACCOUNTS WILL BE DEACTIVATED. Deactivation means that all notifications, connections, profile, groups and/or partner pages will be hidden from other Mediprocity Users. If you interacted with users for messages, referrals or discussions those will remain intact with the users on Mediprocity. Mediprocity stores encrypted information according to regulations and guidelines. IF YOU (RE)INITIATE YOUR SUBSCRIPTION, YOUR ACCOUNTS WILL BE (RE)ACTIVATED. Reactivated accounts will reinstate all content, notifications and connections on Mediprocity. Fees may apply for reactivation. Adding Additional Users Additional users may be added at any time to Your payment plan provided, that, You shall be required to pay for each additional user on the terms set forth herein. All additional users added during the term of this agreement shall be subject to the terms and conditions of the Service Agreement. We may accept or deny such user-addition requests in Mediprocity’s sole discretion. You may be notified of user-addition request denials. SERVICE & SUPPORT Online support is available 7 days a week from 8am – 10pm CST. support@mediprocity.com Phone support is available Mon-Fri 8am – 4pm CST. (636) 812-0242 In the event that the service is unavailable, the Customer may request a credit based on Mediprocity’s SLA agreement listed below. Specifically exempted from the agrrement are situations such as: 1 – Act of God 2 – War or acts of Terrorism 3 – Labor Strike or other Labor action 4 – Fire 5 – Flood, earthquake, landslide, earth movement, tornado, other natural disaster 6 – Riot or civil unrest 7 – Unavailable due to official orders from judicial, law or civil authorities DISCLAIMER; OUTAGE REFUNDS YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR PERFORMED BY THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY UPDATE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THE SERVICE SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAY OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, ECONOMIC OR ENVIRONMENTAL DAMAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR AN APPROVED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, IF APPLICABLE (this only applies to your own desktop computers, laptops or mobile devices or tablets for clarity purposes). USING CERTAIN MOBILE SERVICE FEATURES MAY ALSO BE PROHIBITED OR RESTRICTED BY YOUR CARRIER AND NOT ALL OF SERVICES MAY WORK WITH ALL CARRIERS OR DEVICES. ACCORDINGLY, YOU ARE SOLELY RESPONSIBLE FOR CHECKING WITH YOUR CARRIER TO FIND OUT IF THE SERVICE IS AVAILABLE FOR YOUR MOBILE PHONE OR DEVICE, WHAT RESTRICTIONS MAY APPLY TO USING THE SERVICE AND ANY CHARGES FOR USING THE SERVICE. WE OFFER PRORATED REFUNDS FOR PROLONGED SERVICE OUTAGE PERIODS AFFECTING ALL OF YOUR USERS; PROVIDED, THAT, COMPANY MUST BE SOLELY RESPONSIBLE FOR SUCH PROLONGED OUTAGE PERIOD, FOR EXAMPLE THAT SUCH OUTAGE PERIOD IS NOT DUE TO, WITHOUT LIMITATION, CELLULAR NETWORK OUTAGES OR ISSUES RELATING TO INSTALLING APPLICATIONS ON USERS’ PERSONAL CELLULAR DEVICES. SUCH PRORATED REFUNDS SHALL BE YOUR SOLE REMEDY UNDER THE SERVICE AGREEMENT; ACCORDINLY, IN NO CASE SHALL COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF SERVICES. PROPOSAL EXPIRATION To the extent the terms and conditions of this Subscriber Agreement constitute an offer, it shall expire seven (7) days from the date it was first transmitted to You or made available to You by Company, whichever is earlier. BINDING ARBITRATION Any dispute, claim or controversy arising out of or relating to the Service Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in State of Missouri before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. ENTIRE AGREEMENT ACKNOWLEDGMENT AND SIGNATURE Carefully review the information in this End User License Agreement, the Terms & Conditions, Privacy Policy and HIPAA Statement, which include full Service details, as well as other important terms. Please note Mediprocity may make changes to the Service Agreement, or parts thereof, from time-to-time. To ensure You have the most current version of Mediprocity’s Terms & Conditions, Privacy Policy and HIPAA Statement, go to http://www.mediprocity.com and email support@mediprocity.com for the latest version of the End User License Agreement which is made available to all subscribers. The Service Agreement: (i) covers the entire understandings of the parties regarding its subject matter, superseding all prior agreements and understandings, including without limitation oral representations, and (ii) and shall be construed under the laws of the State of Delaware. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining provisions of this Agreement shall not be affected. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance will be excused. By registering on Mediprocity and agreeing to the Service Agreement, You are making an electronic submission that You agree: (a) You have received, clearly understand and agree to all the terms in the Service Agreement; (b) You are at least 18 years of age; and (c) if acting on behalf of a business, You have authority to legally bind the business and agree to pay all charges if that business denies responsibility. You hereby acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Service Agreement, including the End User License Agreement, the Terms & Conditions, Privacy Policy and HIPAA Statement. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into with Mediprocity. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are Your sole responsibility. Service Level Agreement 1. Definitions “Business Day(s)” means the Source support team’s standard working day (excluding MEDIPROCITY corporate holidays and national U.S. holidays). "Downtime" means any period, greater than one (59) minutes, within the Scheduled Available Time during which Provider is unable to access or use the Services provided via the Software because of an Error, excluding any such period that occurs during any Scheduled Downtime and/or Recurring Downtime. “Error(s)” means the material failure of the Services provided via the Software to conform to its published functional specifications or workaround procedures are not available to such a degree that scheduling and documentation of patient care cannot be performed by the client. "Recurring Downtime" means 1:00 A.M. (Central time) to 4:00 A.M. (Central time) each Monday through Saturday. “Scheduled Available Time” means 24 hours a day, 7 days a week. "Scheduled Downtime” means the time period after 8:00 P.M. (Central Time) identified by MEDIPROCITY in which it intends to perform any planned upgrades and/or maintenance of the Services provided via the Software or related systems and any overrun beyond the planned completion time. "Uptime Percentage" means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. 2. Scope of Service Level Commitments. MEDIPROCITY’s obligations do not extend to Errors or other issues caused by: (a) any third party hardware or software used by Provider or any users; (b) the improper operation of the Software by Provider or any users; (c) the accidental or deliberate damage to, or intrusion or interference with the MEDIPROCITY Applications; (d) the use of the Software other than in accordance with any user documentation or the reasonable instructions of MEDIPROCITY ; (e) ongoing test or training instances of the Services provided via the Software provided to Provider; or, (f) services, circumstances or events beyond the reasonable control of MEDIPROCITY, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Provider, or any network beyond the demarcation or control of MEDIPROCITY. 3. Scheduled Downtime and Guaranteed Up Times MEDIPROCITY shall provide at least 72 hours’ prior notice before implementing any Scheduled Downtime. Commencing on the effective date of the applicable Term, in the event the Services provided via the Software experiences an Uptime Percentage of less than 99% in any calendar month, MEDIPROCITY will provide to Provider a credit ("Credit") equal to the credit percentage identified in Table 1 multiplied by the monthly fees paid to MEDIPROCITY for the specific Services provided via the Software that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Table 1 Down Time Credit % less than 1 hour 0% 1 hour – 5 hours 10% 12+ hours 20% 24+ hours 50% More than 72 hours 100% 4. Availability of Credits or Refund Credits will be issued at Provider’s reasonable discretion either on future billing cycles or as a refund against fees paid. In order to receive any Credits, Provider must notify MEDIPROCITY within thirty (30) days from the time Provider becomes eligible to receive a Credit. Failure to comply with this requirement will forfeit Provider's right to receive a Credit. 5. Material Breach of the Agreement It shall be a material breach of the Agreement if the Services provided via Software experiences an Uptime Percentage of less than 100% in any three consecutive calendar months or less than 99% in any single calendar month and Provider shall have the right to immediately terminate this Agreement upon written notice in addition to the refund available in Section 4 above. PRICING PLANS: Plan Pricing Single Users 1 - 5 $ 10 Month-to-Month User 6 - 149 $ 6 Month-to-Month User 150 - 299 $ 5 Month-to-Month User 300+ Call for pricing Doctor Associate Rate 1 per qualified Doctor $ 3.50 Private Label Annual Rate Call for pricing SUPPORT PLANS: ¬ Basic Free Professional* $150 per hour Live Chat Priority with Phone desk 24 Hour Helpdesk response online Priority on helpdesk response online Account set-up assistance via live chat 1 Session of (2) Super-Admin training Video Tutorials 1 Session of Staff training (20 terminals)Office HIPAA compliance training Assigned Client Services Representative Physicians receive Basic + Professional Plan for free Reports & Metrics Assigned Client Services Representative *Professional also contains all of Basic