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1. Background: OCPRHIO. We are in the business of operating a health information exchange (“OCPRHIO”) to facilitate the exchange of patient health information and provide this information in multiple formats including but not limited to directly into the provider’s Electronic Health Records (“EHR”) and/or by Continuity of Care Documents (“CCD”). In that connection, We have developed and offer licenses to a proprietary information technology and database service designed to facilitate healthcare information exchange via the remote storage, access and retrieval of the CCD . We also provide certain on-boarding, set-up and technical assistance services for OCPRHIO (the “Technical Assistance”) as more specifically described in one or more fully executed orders accompanying these Terms and Conditions (each an “Order”). This Agreement is offered to those eligible providers who desire to utilize such license rights and/or Technical Assistance. These Terms and Conditions and each fully executed Order form a separate contractual agreement (each, an “Agreement”) between You, as an eligible provider, and OCPRHIO.

2. License Rights; Scope and Restrictions.

2.1. Grant of License Rights. Subject to the terms of this Agreement, We hereby grant You a license to: (a) remotely access and display the graphical interface components of the OCPRHIO HIE; (b) store and, where appropriate permissions have been granted, retrieve, display, print and reproduce CCD and (c) display, print and reproduce any online help documentation We may provide (collectively, the “License”).

2.2. Account Access Credentials and Acceptable Use. We will provide You with user identification codes and/or may require that You establish a user name, password or other credentials establishing You as an authorized licensee. You may access the OCPRHIO HIE using only such credentials Unauthorized use or dissemination of Your credentials is a material breach of this Agreement. Such credentials are Our confidential information (as further defined in Article 6) and You assume sole responsibility for their use and safekeeping as well as being responsible for the acts and omissions of Your employees, partners, agents or other representatives who are authorized to access and use the OCPRHIO HIE. You must promptly notify Us by telephone, followed by written confirmation if You become aware of unauthorized use of the OCPRHIO HIE via Your credentials. Your use of the OCPRHIO HIE is further subject to our Acceptable Use Policy and any other terms and conditions of use and/or privacy policies We may post on the OCUnite’s HIE initial screens. We may, in Our sole discretion, revoke such credentials if such policies are breached or if We otherwise reasonably determine revocation is necessary to protect the OCPRHIO HIE or its users.

2.3. License Scope. The License shall continue to be in effect until terminated in accordance with the Agreement. We may terminate the License pursuant to Article 4. An Order may indicate that the License is restricted to certain limits on the number of user accounts, entities, servers, transaction volumes or other means by which We may restrict and measure usage as set forth in each Order (collectively, the “Usage Metrics”). The License does not permit You to act as a service bureau or otherwise use the OCPRHIO HIE for the benefit of third parties. The License is non-exclusive such that We may grant to others or reserve for Our own use, rights that are the same as or similar to those granted to You. Each License is personal to You and thus is non-transferable, non-assignable and non-sublicenseable, subject to Article 9. Any act or omission in violation of the scope defined by this Section (the “License Scope”) will be a material breach of this Agreement.

2.4. General Conditions. In order to use the OCPRHIO, You are required to have or are required to obtain access to the Internet. You are solely responsible for acquiring, installing, operating and maintaining the hardware and software environment necessary to access and use the OCPRHIO HIE remotely, via the Internet, all of which are required to meet the minimum requirements We provide to You from time to time, including, without limitation, the required operating environment, Internet browsers and versions, processing speeds, Internet bandwidth, and other minimum requirements specified by Us. You will not export the CCD or access it from outside the United States. If You are required to provide a government or regulatory body with access to the OCPRHIO HIE, then such access must be subject to this Section and Your confidentiality obligations and subject to Our rights and Your obligations with respect to Us as Your third party licensor under FARS and DFARS (or their successor regulations). You must maintain complete records of Your use of the HIE and on prior written notice We may review and inspect such records at the location at which You keep them in the ordinary course of business to ensure You have complied with these Terms and Conditions and any Order.

2.5. Grant of License toOCPRHIO. Subject to the terms and conditions of this Agreement, you hereby grant Us a non-exclusive, non-transferable license to copy, store, record, transmit, maintain, display, view, print, or otherwise use the OCPRHIO HIE only to the extent necessary to provide the COCPRHIO HIE services to You under this Agreement, as well as for testing, training, maintenance, support, and other permitted purposes under this Agreement. The foregoing license will also include the right to sublicense such rights to Our licensors, and to Our data storage, hosting, and information technology providers and subcontractors. You agree to obtain the written consent of each patient that grants Us the rights to exercise the foregoing license to the OCPRHIO in a form approved by Us. You agree not to upload any content owned by any third party onto or with the OCPRHIO HIE without the consent of such third party.

3. Technical Assistance. We will provide You with Technical Assistance for the OCPRHIO HIE as set forth in each Order. Our performance of Technical Assistance requires that You provide Us with reasonable cooperation including access to certain information, personnel or systems. We will be reasonable in these requests and work with You to minimize disruption to Your operations. For avoidance of doubt, We have no obligation to provide You with any other maintenance, support or other services besides Technical Assistance having the specific scope outlined in each applicable Order.

4. Term and Termination. If either party materially breaches an obligation under these Terms and Conditions or any Order, the non-breaching party may provide written notice specifying the nature of the breach and the breaching party will have 30 days from receipt of notice to cure. If not so cured, the non-breaching party may terminate either this Agreement in its entirety or the Order out of which the uncured breach arises, by providing a second written notice of immediate termination. In addition, this Agreement will automatically and immediately terminate upon Your insolvency or any attempt by You to obtain protection from creditors or wind down operations. , The termination of any individual Order shall not affect the validity or continuing effect of any other Order or these Terms and Conditions.

5. Proprietary Rights. As between You and OCPRHIO, all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets) and moral rights (including rights of authorship and modification) throughout the world in and to the OCPRHIO HIE including its documentation and all derivative works and improvements to them (as those terms are defined under Titles 17 and 35 U.S.C.), are owned or licensed by and are proprietary to Us. In addition, all confidential, non-public information You receive from Us, including the contents of this Agreement will be held in strictest confidence and will not be used or disclosed to any party except those of Your employees and individual independent contractors of the kind commonly referred to as “1099s” who are bound to substantially similar obligations of confidentiality and have a need to know in order to allow You to exercise Your License rights. You are prohibited from accessing the OCPRHIO HIE’s object code and source code, and agree that you will not copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the OCPRHIO HIE or any part thereof or otherwise. You are not permitted to remove, modify or obscure proprietary rights notices on the OCPRHIO HIE or its documentation. We agree to indemnify You and hold You harmless from amounts owed to third parties as the result of either a ruling by a court of competent jurisdiction or a reasonable settlement entered into or approved by Us, which holds that Your authorized use of the OCPRHIO HIE infringes or violates copyright rights, trade secret rights or trademark rights of a third party. If OCPRHIO through the use of the OCPRHIO HIE is so found to be infringing, or if at any time prior We reasonably believe that it may be subject to a claim of infringement, then We may choose to: (a) modify the applicable portions of the OCPRHIO HIE to be non-infringing; or (b) obtain a license for You to continue using the infringing portions of the OCPRHIO HIE; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement. Our indemnity obligations shall not apply to: (i) Your use of the OCPRHIO HIEis outside the License Scope, its documentation or other OCPRHIO HIE specifications provided to You; (ii) infringement arising from use of Third Party Code; (iii) any infringement claims against You but which You have not reported in accordance with this Agreement (to the extent We are actually prejudiced by Your delay or failure to report); (iv) any claim arising from the OCPRHIO HIE or other materials You provide to Us or load or store in the OCPRHIO HIE; and (v) the combination, operation, or use of the OCPRHIO HIE with any other software program, service, equipment, data, or programming not supplied by Us. This Article sets forth Your only remedy and Our only liability with respect to infringement or other violations of intellectual property rights.

6. Confidentiality. You hereby acknowledge that the terms and conditions of this Agreement, and any other information, whether in oral, graphic, written, or electronic form, that We provide to You hereunder, whether prior to, on or after the Effective Date, that would reasonably be understood to be confidential under the circumstances of disclosure, including, without limitation, the terms of this Agreement, the OCPRHIO HIE and administrative user names and passwords are proprietary and confidential information of the OCPRHIO HIE (“Confidential Information”). You agree to retain all Confidential Information in strict confidence and will not disclose it to any third party or use it in any way except as permitted under this Agreement without Our prior written consent. You will use at least the same amount of diligence in preserving the secrecy of the Confidential Information as You use in preserving the secrecy of Your own confidential information of a similar nature, but in no event less than reasonable diligence. You will not disclose Our Confidential Information except to Your employees, officers, directors and authorized users having a need to know for the purpose of this Agreement. You will be liable for any breach of this Article 6 by any such employees, officers, directors, authorized users and any others to whom Confidential Information is disclosed with Our prior written consent. Notwithstanding the foregoing, information shall not be considered Confidential Information if and to the extent that it (i) was in the public domain at the time it was disclosed or has entered the public domain through no breach of this Agreement, (ii) was known to You, without restriction, as evidenced by Your written records prior to the time of disclosure, (iii) becomes known to You, without restriction, from a source other than OCPRHIO without breach of this Agreement by You and otherwise not in violation of Our rights, or (iv) is required to be disclosed by law or court order or other governmental authority, provided that We are provided a reasonable opportunity to prevent such disclosure, and, in the event of a disclosure, that You apply Your best efforts to ensure that available confidentiality protections are applied to such information. All documents and other tangible objects containing or representing Our Confidential Information and all copies thereof which are in Your possession or control will be and remain Our property, and will be promptly returned to Us upon written request, or destroyed at Our written request, upon any termination or expiration of this Agreement.

7. Privacy. The parties acknowledge that CCD is subject to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). Concurrently with the execution of this Agreement, You and OCPRHIO will enter into a Business Associate Agreement that complies with HIPAA and that does not conflict with the terms of this Agreement, and which will govern both Your and Our conduct under this Agreement with respect to the foregoing. The provisions of such Business Associate Agreement are hereby incorporated by reference as if fully set forth herein.

8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND NON-INFRINGEMENT). WE DO NOT WARRANT THAT THE OCPRHIO HIE SOFTWARE OR TECHNICAL ASSISTANCE MEETS YOUR REQUIREMENTS, OPERATES WITHOUT INTERRUPTION OR ARE ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES IN THE AMOUNT EQUIVALENT TO THE FEES ACTUALLY RECEIVED BY US UNDER THIS AGREEMENT. LICENSEE ACKNOWLEDGES THAT THE THIRD PARTY CODE IS NOT OWNED BY US, AND MAY BE SUBJECT TO ADDITIONAL RESRTRICTIONS IMPOSED BY THE LICENSOR. WE DO NOT OFFER ANY WARRANTIES (WHETHER EXPRESS OR IMPLIED) OR SUPPORT OF ANY KIND WITH RESPECT TO THE THIRD PARTY CODE, EXCEPT THAT WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT PERMITTED, ANY WARRANTIES EXPRESSLY PROVIDED BY SUCH THIRD PARTIES TO US FOR SUCH THIRD PARTY CODE. You are solely responsible for ensuring that You have sufficient rights to the CCD. You desire to load, store, retrieve and access on and via the OCPRHIO HIE. You will indemnify, defend and hold us harmless from all claims, causes of actions and all damages, costs and expenses (including reasonable legal costs) arising from any third party claims involving the CCD loaded, stored, retrieved or accessed under your credentials, as well as Your breach of this Agreement. The limitations and exclusions in this Article will not apply to that indemnity. You must bring all claims and causes of action within 60 days of their being discovered or 120 days after expiration or termination of the Order out of which the claim arose, whichever occurs first. The limitations and exclusions in this Article apply to all claims or causes of action under whatever theory brought and whether or not We were advised of the possibility of the claim.

9. Assignment. You may not assign or transfer this Agreement or the License unless You make a request in writing in advance and We reply in writing consenting to Your request. We may require You and the party to whom You assigned or transferred to agree to additional terms. We do not give blanket consents, so You will follow these procedures for each additional or subsequent transfer or assignment You or Your permitted assignees/transferees wish to make. Any change in the ownership or control of Provider or Your parent entity will be considered a transfer requiring Our written consent to the same extent as other attempted assignments or transfers. As We use it here, the term “control” has the meaning given to it under the United States Securities Exchange Act of 1934.

10. Miscellaneous. Section headings and captions are used for convenience of reference only. This Agreement may be signed in separate, identical counterparts deemed to be one instrument. The laws of the State of California and the federal laws of the United States will govern this Agreement without regard to the principles of conflicts of laws. All disputes shall be brought in the appropriate state and federal courts in the State of California and such courts will have exclusive substantive and procedural jurisdiction. All notices must be sent by certified mail or reputable overnight courier to the address specified for each party and deemed given 3 business days after sending. Failures in performance beyond a party’s reasonable control are excused. Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches. We may issue a press release or make other public announcements concerning this Agreement and may use Your name and logo in a manner consistent with Your corporate communications policies but in all events reasonably. References to days are references to calendar days unless otherwise specified. The word “including” is exemplary meaning “including, without limitation” or “including but not limited to” unless otherwise indicated. The words “shall”, “will” and “must” are each intended to be obligatory and to require performance of the stated action, compliance with the stated condition, etc. at the applicable time during the Term. The word “may” is intended to be permissive, imparting a right, but not an obligation, to perform the stated action.

11. Entire Agreement and Survival. The Agreement formed by these Terms and Conditions, the Business Associate Agreement and each Order is the entire agreement between the parties with respect to the OCPRHIO HIE licensed and Technical Assistance performed under them and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter, and cannot be modified except by written agreement referencing the Sections or Articles modified. Conflicts between these Terms and Conditions and an Order with respect to the scope of the Technical Assistance will be resolved in favor of the Order. All other conflicts will be resolved in favor of these Terms and Conditions. Purchase orders or similar documents issued by You or Your agents are void and of no effect. Section 2.4, Articles 6, 7, 8 and those portions of Articles 45, 5, 9, 10 and 11 which by their nature should survive, each shall survive termination or expiration of this Agreement.

By clicking the “Agree” button, I acknowledge that I have read and agree to the Terms and Conditions set forth above for use of the OCPRHIO HIE.