Terms and Conditions

End User License Agreement

BACKGROUND

Thank you for licensing Vital Monkey software. Please read this End User License Agreement ("EULA") carefully and be sure you understand it. This EULA is a legal agreement between you (either an individual or a single entity) and Exxemplar EDI, Inc., a Delaware corporation ("VENDOR"). You must review and either accept or reject the terms of this EULA before accessing or using the Software. By signing this agreement, you acknowledge that you have read all of the terms and conditions of this EULA, understand them, and agree to be legally bound by them.

The Vendor wishes to license computer/web-based software application to the Licensee and the Licensee desires to subscribe to the hosted/web-based software license under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

License

1. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable license (the "License") to use Vital Monkey Front Office & Vital Monkey Pro Billing Application (the "Software").

2. "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.

3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

4. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

5. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

6. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

License Fee

7. The purchase/subscription price of $0.00 USD paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement. Any other add-on services, products and associated fees will fall under the separate user agreements of the partners/vendors of the Vital Monkey product.

Limitation of Liability

8. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original subscription price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

9. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.

10. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

11. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

Acceptance

12. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.

User Support

13. The Licensee will be entitled to ongoing support of phone support available 9:00 AM to 5:00 PM Eastern, Weekdays only, at no additional cost.

14. The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost.

Term

15. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

16. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy any Software/web-based login information, or materials developed by the Vendor provided to the Licensee.

Force Majeure

17. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

Governing Law

18. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Delaware for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Delaware.

Miscellaneous

19. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

20. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.

21. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

22. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

23. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

24. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.

Indemnity

You agree to indemnify, defend and hold harmless Exxemplar EDI, Inc. and its officers, directors, shareholders, agents and affiliates harmless from and against any and all third party claims of any kind (along with attorney's fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Services, including but not limited to, any allegation that the Customer Data used in any the Service (i) in any way violates any local, state or federal law; is libelous or defamatory; (ii) violates the right of privacy of persons or other state or federal rights; (iii) constitutes a trade secret; or (iv) infringes any copyright, trademark, patent rights, or other intellectual property rights of a third party.

Confidentiality of Patient Records

The parties agree to be bound by the terms of the HIPAA Business Associates Agreement attached hereto as Exhibit A. Furthermore, Vendor shall only disclose to and/or allow any entity or person to have access to Licensee and its Client's Protected Health Information, as defined in Exhibit A, who has a need to know such information for the purposes of fulfilling the obligations of this Agreement and has signed a copy of the attached Exhibit A. This requirement applies to Vendor and any and all of Vendor's officers, employees, affiliates, agents, third party vendors, subcontractors and all others; including, back up sites, and all other vendors and suppliers of Vendor who potentially have access to confidential patient information or other protected health information as defined in the HIPAA business associates agreement attached.

Notices

1. All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:

a) Exxemplar EDI, Inc.

P.O. Box 202 Crownsville, MD 21032

By signing this agreement, you agree to the following terms and conditions (the "Agreement") governing your use of Exxmplar EDI's web-based medical billing software (AKA: Vital Monkey) service (the "Software Service"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Customer" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must sign below and may not use the Software Service.

Exhibit A.

HIPAA Agreement

Business Associates Agreement

1. Definitions

Terms used, but not otherwise defined, shall have the same meaning as those in 45 CFR 160, 162 and 164.

"Business Associate" means "Exxemplar EDI, Inc." as defined in this document.

"Covered Entity" means the company or other legal entity that accepts this Agreement.

"Individual" means the same meaning as the term "individual" in 45 CFR § 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).

"Privacy Rule" means the current Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.

"Protected Health Information" has the same meaning as the term "protected health information" in 45 CFR § 164.501, limited to the information created or received by Business Associate from or on behalf of Covered Entity.

"Provider(s)" means any healthcare professional that provides billable services to patients whom is an employee, customer, or has an employment, contractor, or agent relationship with a customer, for which the Service organizes information and provides medical billing management.

"Required By Law" shall have the same meaning as the term "required by law" in 45 CFR § 164.501.

"Secretary" means the Secretary of the United States of America Department of Health and Human Services or his designee.

2. Obligations and Activities

The obligations and activities of the Business Associate, as required by the Health Insurance Portability and Accountability Act (HIPAA) and in regulations promulgated thereunder, are as follows:

i) Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law.

ii) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement.

iii) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.

iv) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware.

v) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information.

vi) Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner of within sixty (60) days, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524.

vii) Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner of within thirty (30) days.

viii) Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or to the Secretary, in a time and manner of within sixty (60) days or designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.

ix) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.

x) Business Associate agrees to provide to Covered Entity or an Individual, in time and manner of within sixty (60) days, information collected in accordance with Section 13 of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.

3. Permitted Uses and Disclosures

The permitted uses and disclosures of the Business Associate, as required by the Health Insurance Portability and Accountability Act (HIPAA) and in regulations promulgated thereunder, are as follows:

i) Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.

ii) Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

iii) Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

iv) Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 45 CFR § 164.504(e)(2)(i)(B). v) Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.502(j)(1).

4. Obligations

The obligations of Covered Entity, as required by Health Insurance Portability and Accountability Act (HIPAA) and in regulations promulgated thereunder, are as follow:

i) Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information.

ii) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information.

iii) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information.

iv) Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.

5. Termination

i) Notwithstanding anything to the contrary stated in this Agreement, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information.

ii) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon determination that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.

iii) The respective rights and obligations of Business Associate under this Section 13 of this Agreement shall survive the termination of this Agreement for any reason.

6. Other

i) The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.

ii) Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule.