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PI CASE MANAGEMENT TERMS
The following terms apply to Subscriber’s access and use of Meta Clinic’s online personal injury case management software (“PI Case Management”) for medical providers (“Providers”).  
PI Case Management allows Providers to manage personal injury cases that involve legal claims, including managing letters of protection, collecting and storing health information, scheduling and invoicing.  “Law Firm” means a lawyer or law firm providing legal representation to a patient of Provider.  “Third Party Provider” means a third party health care provider that has provided health care services to a patient of Provider.  “Laboratory” means a laboratory that has provided laboratory testing services to a patient of Provider.  “Factoring Company” means a factoring company that purchases account(s) receivable owed to Provider by a patient for health care services provided by Provider.   For purposes of this Service Order, “Participants”, as used in this Service Order and the attached Standard Terms includes Third Party Providers, Laboratories, Factoring Companies and other third parties with whom Subscriber interacts using PI Case Management. 
Subject to compliance with the terms and conditions of this Agreement, Meta Clinic hereby grants to Subscriber a nonexclusive, personal and nontransferable license, during the Term (defined in the Standard Terms), to access and use PI Case Management to manage personal injury cases and its interactions with Law Firms, Third Party Providers and Laboratories in connection with such personal injury cases.  Subscriber may use the Marketplace only within the United States and its territories and only for its own patients.   
Subscriber will comply with all applicable laws, rules and regulations, including HIPAA, with respect to its use of PI Case Management and all dealings related thereto, including interactions with its patients, Law Firms, Third Party Providers and Laboratories and any other Participants.  
In calculating fees for the use of PI Case Management, “collections” means, with respect to each case that Subscriber manages using PI Case Management, all revenues and proceeds received by Subscriber for its provision of health care services to the applicable patient, including the proceeds that Subscriber receives for the sale of any account receivable to a Factoring Company.  Notwithstanding the foregoing, Meta Clinic may elect, in its discretion, to allow Factoring Company to assume Subscriber’s payment obligation and liability for the purchased account receivable, subject to Factoring Company entering into a written agreement satisfactory to Meta Clinic.  
By accepting this Service Order, Subscriber agrees to Meta Clinic’s Standard Terms, which are incorporated in and form a part of this Service Order.   This Service Order and the Standard Terms together constitute the “Agreement”.  In the event of a conflict between this Service Order and the Standard Terms, this Service Order will prevail.



META CLINIC STANDARD TERMS
These Meta Clinic Standard Terms (the “Standard Terms”) are part of each Service Order executed by Subscriber and accepted by  Meta Clinic, LLC (“Meta Clinic”) and govern the services provided to Meta Clinic to Subscriber as ordered pursuant to a Service Order.  Additional terms applicable to the specific services are set forth in the Service Order.


DEFINITIONS.  Terms in initial capital letters that are not defined elsewhere in these Standard Terms or the applicable Service Order have the meanings set forth below.
 “Cloud Services” means Meta Clinic’s cloud-based service applications as subscribed to by Subscriber pursuant to a Service Order and provided by Meta Clinic under this Agreement.
“Data” means data, records, files, images and any other information entered into, received, processed or stored by the Platform and Services, including Subscriber Data.
“Participant” means any independent reference laboratory or other organization or entity that subscribes to Cloud Services.  Subscriber is a Participant.
“Platform” means Meta Clinic’s cloud-based platform, including all software, hardware, software, technology and connectivity used by or for Meta Clinic to provide the Cloud Services under this Agreement, and all associated Documentation.
 “Policies” means, collectively, all Meta Clinic policies, rules, guidelines, terms and conditions established for the Platform and Services as set forth thereon or otherwise provided to Participants.
“Services” means the Cloud Services and any other services provided by Meta Clinic to Subscriber under this Agreement.  
“Subscriber Data” means Data that Subscriber enters into the Platform or Services.
“Users” means persons having access to the Platform or Cloud Services through a Participant.
CLOUD SERVICES.
Subscriber.  Subscriber may use the Cloud Services only within the United States and its territories.  Subscriber’s use of the Cloud Services is limited to the scope of use set forth in the applicable Service Order.  Additional terms and conditions applicable to specific Cloud Services are included in the applicable Service Order.
Restrictions.  Subscriber may only use the Platform and Cloud Services in support of its own laboratory operations. Subscriber will not, in whole or in part: (a) copy the Platform or Cloud Services; (b) modify, adapt, translate, make alterations or make derivative works based on the Platform or Cloud Services; (c) reverse engineer, decompile or disassemble the Platform, Cloud Services, except as otherwise permitted by law without a license; (d) provide, disclose, permit access to, make available or distribute the Platform or Cloud Services to any third party; (e) rent, loan, sublicense, lease, or attempt to grant any rights to the Platform or Cloud Services to any third party; or (f) use the Platform,  Cloud Services to act as a service bureau or application service provider.  
ADDITIONAL SERVICES.
Technical Support. Meta Clinic will provide Subscriber with reasonable support for Subscriber inquiries and problem reports regarding the Cloud Services in accordance with its standard support policies.  Support services are available during Meta Clinic’s regular business hours.  If Subscriber reports a problem caused by Meta Clinic, Meta Clinic will use commercially reasonable efforts to correct the problem.  Subscriber shall identify a single support contact for support services.  New Cloud Service features or changes to existing Cloud Service features are not included in support.
Updates.  Meta Clinic may modify, correct, improve, develop, create and implement updated versions of the Platform, Cloud Services, and any other aspects of the Services (“Updates”).  Meta Clinic will make reasonable efforts to inform Subscriber prior to implementation of material Updates to the Platform or Services; provided, however, in the event of an emergency that either does or will immediately affect the Platform or Services, Meta Clinic may install Updates without advance notice to Subscriber. The Platform and Services include all Updates thereto implemented by Meta Clinic and made available to Subscriber under this Agreement.  Updates do not include additional Cloud Services.  Subscriptions for additional Cloud Services that may be offered by Meta Clinic will require the execution of a new Service Order.  Meta Clinic makes no representation or guarantee as to the nature or availability of any additional Cloud Services.  
Additional Services. Subscriber may request in writing that Meta Clinic provide training, consulting or other additional services to Subscriber at Meta Clinic’s then-current standard rates.  If Meta Clinic is willing to provide such Services, Meta Clinic will deliver a written Service Order to Subscriber for the additional Services requested by Subscriber.  Upon agreement by the parties in writing, each Service Order will be incorporated herein by this reference and subject to the terms and conditions contained herein.  Meta Clinic will have no obligation to provide additional Services prior to both parties having signed the applicable Service Order.  
TERM.  Unless otherwise set forth in the applicable Service Order, the term for this Agreement and the Cloud Services will begin on the Service Order Date and will continue for an initial period of one year (the “Initial Term”) and will automatically renew for additional one year periods (each, a “Renewal Term”), unless: (a) terminated sooner as provided herein; or (b) either party gives the other party notice of its election not to renew this Agreement at least 30 days prior to the end of the Initial Term or any Renewal Term.  The Initial Term together with any Renewal Terms is referred to as the “Term”.  
FEES.  Subscriber agrees to pay Meta Clinic the fees for the Initial Term of Services as set forth in the applicable Service Order, and unless otherwise set forth therein, fees will be due monthly.  The parties acknowledge and agree that the fees for each Cloud Service are set in advance, are consistent with fair market value in arms’ length transactions.   Meta Clinic will provide Subscriber with advance notice of any fee increases for any Renewal Terms.  Unless otherwise agreed in a Service Order, Subscriber will pay Meta Clinic at Meta Clinic’s then-current standard rates for all additional Services.  All travel or other expenses incurred by Meta Clinic in conjunction with any additional Services provided under this Agreement will be reimbursed by Subscriber.   Fees do not include any applicable local, state or national sales, use or other taxes, duties or other charges.  Subscriber agrees that it is responsible to pay any local, state or national taxes and other governmental charges (except those based on Meta Clinic’s net income) that apply to the Services provided under this Agreement.  Subscriber will pay Meta Clinic within 30 days from date of invoice.  If Subscriber fails to pay any charges when due, Meta Clinic may charge interest of the lesser of 1.5%, or the maximum permissible rate, per month on any outstanding balance and may suspend Services until such amounts are paid in full.  If Subscriber requires purchase orders, Subscriber will provide the purchase order along with any special billing instructions; provided, however, that any purchase order or other standard business form used by the parties is for administrative purposes only and will not alter or amend this Agreement, and any terms or conditions in such forms that are different from, or in addition to, the provisions of this Agreement, are null, void and of no effect. 
ADDITIONAL SUBSCRIBER OBLIGATIONS.  
Authorization; Noninfringement.  Subscriber is responsible for obtaining all authorizations, consents, releases and permissions that are necessary or desirable (a) to submit Subscriber Data into the Platform and Services, (b) to transmit Subscriber Data to other Participants;  (c) to receive the Services; and (d) to use the Platform and Services to process and store Data.  Subscriber and its Users will not submit any Subscriber Data or use the Platform or Services in any way that infringes, misappropriates or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal laws, statutes, ordinances, rules or regulations or any judicial or administrative orders. 
Professional Responsibility.  Subscriber will be solely responsible for any and all health care and services that it provides, including all laboratory test results it provides or receives and  all patient care decisions resulting from or involving the use of laboratory test results, Platform, Services or Data.  Meta Clinic makes no representations concerning the completeness, accuracy or utility of any Data in the Platform or Services or concerning the qualifications or competence of any Participant or User that may place Data in the  Services.  Neither Subscriber nor its Users nor any other person will have any claim or cause of action against Meta Clinic as a result of any patient care or other services rendered or withheld in connection with the use of the Platform, Services or Data.  
Users.  Subscriber will ensure that its Users comply with the terms of this Agreement.  Subscriber will, at its own expense, immediately enforce the restrictions in this Agreement against any person who gains access to the Platform or Services through Subscriber, whether an employee, consultant, patient, supplier or other user, and who violates these restrictions.  Subscriber agrees to immediately notify Meta Clinic in writing of any misuse, misappropriation or unauthorized disclosure, display or copying of the Platform, Services or Data that comes to Subscriber’s attention.
ACCEPTABLE USE.  The Platform and Services are made available for Subscriber’s access and use, provided that:
Subscriber agrees not to attempt to alter, change, or interfere in any way with operation of the Platform or Services.  Subscriber will not take any action that:  (a) interferes or attempts to interfere with the proper working of the Platform or Services or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Platform or Services; (b) circumvents, disables, or interferes or attempts to circumvent, disable, or interfere with security-related features of the Platform or Services or features that prevent or restrict use of, access to, or copying of any Data or enforce limitations on use of the Platform, Services or Data; or (c) imposes or may impose, in Meta Clinic’s sole discretion, an unreasonable or disproportionately large load on the Platform or Services infrastructure.
Subscriber agrees not to copy or distribute in any medium any part of the Platform or Services without Meta Clinic’s prior written authorization except as intended through the normal functionality of the Platform. Subscriber agrees not to use or launch any automated means, including spiders, robots, crawlers, scrapers or the like, to download Data from the Platform or Services.
Subscriber agrees not to submit, email, or otherwise use the Platform or Services in any way, including entering or transmitting Subscriber Data or using or disclosing Data received from others, that: (a) is obscene, pornographic or profane; (b) is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous or invasive of another's privacy; (c) harasses, degrades, intimidates or is hateful toward an individual or group of individuals; (d) is false, deceptive, misleading, deceitful or constitutes “bait and switch”; (e) impersonates any person or falsely states or otherwise misrepresents Subscriber’s affiliation with a person or entity, including misleading email or IP addresses, forged headers or otherwise manipulated identifiers; (f) causes the repeated posting of the same or similar content; (g) creates, sends, or enables anything that constitutes or contains “junk mail”, “chain letters”, “spam” or unsolicited mass mailing; or (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or destroy or modify any data. Subscriber agrees not to violate any applicable laws, rules or regulations, whether federal, state or local or of any foreign jurisdiction or use the Platform, Services or Data in a way for unlawful purposes or that constitutes or encourages any unlawful activities.  
 The Platform and Services may allow Subscriber to request, offer and engage other Participants to provide or receive services that are not owned or operated by Meta Clinic in any way.  Meta Clinic has no control over, and assumes no responsibility for, the services, products, policies, practices or performance of any Participant or its Users.  Meta Clinic does not endorse, guarantee, or make any representations or warranties regarding any Participants or any content, products or services that may be arranged through the Platform or Services, or the results that a Participant may obtain receiving or providing third party services or products arranged through the Platform or Services.  By using the Platform and Services, Subscriber expressly relieves Meta Clinic from any and all liability arising from its use, receipt or performance of any other products and services of any other Participant or third party.
Meta Clinic is not responsible for the back-up of any Data or associated results, Suggestions or any lost Data resulting from the use, operation or discontinuation of any aspect of the Platform or Services.  Subscriber is solely responsible for maintaining back-ups of its Subscriber Data or any other Data its stores using the Platform or Services, services provided or received from other Participants and associated results, and Suggestions and any information generated or stored through the use of the Platform or Services.
USER INTERACTIONS.
Subscriber’s interactions with other Participants through the Platform and Services, the results thereof, and any terms, conditions, warranties or representations associated with such dealings, are solely between Subscriber and such Participants.
Subscriber agrees that Meta Clinic will not be responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or with respect to any other Participant’s use or disclosure of Protected Health Information (as defined under HIPAA). 
If there is a dispute between Subscriber and any Participant or other third party, Meta Clinic is under no obligation to become involved.  Subscriber hereby releases Meta Clinic and its officers, directors, employees, agents, contractors, suppliers, successors and assigns from any claims, demands and damages (whether direct, actual, statutory, indirect, incidental, special, consequential or punitive) of every kind and nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes, the Platform or Services.
If Subscriber is a California resident, Subscriber waives California Civil Code Section 1542, which says:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
LIMITATIONS.
 Modifications.  Meta Clinic reserves the right to modify, suspend or discontinue any aspect of the Platform or Services at any time, without notice and at its sole discretion.  Meta Clinic will not be liable to Subscriber or to any third party for any modification, suspension or discontinuance of the Platform or Services or any portion thereof.
Disclosure.  Meta Clinic is not responsible or liable to Subscriber or any other person for Meta Clinic’s cooperation with any law enforcement authorities, court order, subpoena or governmental authority requesting or directing Meta Clinic to disclose the personal information of any User or the use or disclosure of personal information to protect Meta Clinic’s rights, customers or business. 
Use Limits.  Meta Clinic may establish limits concerning use of the Platform and Services such as, by way of example and not limitation, the maximum number of days that Data will be retained, the maximum number and size of stored Data, and/or the maximum storage space allotted by Meta Clinic for use by a Participant (collectively, “Limits”).  Subscriber’s and its User’s use of the Platform and Services is subject to, and Subscriber agrees to comply with, all such Limits.  
WARRANTIES.  
Power and Authority. Meta Clinic and Subscriber each represent and warrant that it has full power and authority to enter into and perform this Agreement, and the person signing on behalf of such party has been properly authorized and empowered to enter into this Agreement.
Compliance with Laws. 
Subscriber warrants that it will comply with all applicable federal, state and local laws, rules and regulations (“Laws”)  in its use of the Platform and Services.   Subscriber further warrants that: its use of the Platform, Services and Data and all items, information and services accessible to Subscriber through the Platform and Services will not be used to procure, manage or facilitate services or transactions that are billed to and/or reimbursed by Government Payors,.
Meta Clinic warrants that it will comply with all applicable Laws that apply to it, as a software-as-a-service provider, in its performance under this Agreement.  
Additional Warranties.  Meta Clinic warrants that:  (a) the Cloud Services will operate substantially in accordance with any online help files posted on the Cloud Services as may be updated from time to time (“Documentation”); and (b) Meta Clinic will take reasonable measures designed to make the Cloud Services available for use on a 98%, 7/24/365 basis during the Term, excluding scheduled and emergency maintenance. 
Remedies.  Subscriber will promptly report to Meta Clinic any failure of the Platform or Services to comply with the requirements of this Section, and Meta Clinic will use commercially reasonable efforts to correct the Platform and Cloud Services or re-perform the Services to operate substantially as warranted. This Section 10.4 states Meta Clinic’s entire liability and Subscriber’s exclusive remedy for any breach of the foregoing warranties.  
Limitations; Disclaimer.  
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 10.1-10.4 OF THESE STANDARD TERMS, META CLINIC MAKES NO WARRANTIES RELATED TO THE PLATFORM OR SERVICES, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  META CLINIC DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  META CLINIC ALSO MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES.  Meta Clinic does not warrant: that the functions contained in the Platform or Services will meet Subscriber’s requirements or that all defects will be corrected.  
META CLINIC MAKES NO WARRANTY TO ANY PARTICIPANTS OR OTHER THIRD PARTIES REGARDING THE PLATFORM OR SERVICES OR ANY PART THEREOF.  SUBSCRIBER WILL MAKE NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF META CLINIC WITH REGARD TO THE PLATFORM OR SERVICES OR ANY PART THEREOF TO PARTICIPANTS OR OTHER THIRD PARTIES.

Meta Clinic does not and cannot warrant the performance, accuracy or results Subscriber may obtain by using the Platform, Services or Data, including any products or services of any Participant or User arranged through the Platform or Services or any Data or other results thereof.
CONFIDENTIALITY.
Protected Health Information.  With respect to the Services provided under this Agreement. Meta Clinic may provide business associate services to Subscriber as defined in the administrative simplification provision of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), and that it agrees to the attached Business Associate Addendum.  

Meta Clinic’s Confidential Information.  Subscriber acknowledges and agrees that the Platform, Services and any nonpublic information or materials (tangible or intangible) provided by Meta Clinic contain trade secrets and confidential information of Meta Clinic (“Confidential Information”) and, therefore, under no circumstances will Subscriber disclose such Confidential Information to others nor will Subscriber use Confidential Information except for the specific purpose of its use of the Platform and Services as permitted herein.  Subscriber agrees not to disclose, provide, or otherwise make available any Confidential Information to any third party without Meta Clinic’s prior written consent.  Subscriber will take all steps necessary to protect Confidential Information and Meta Clinic’s proprietary rights in the Platform and Services.  In accordance with this provision, Subscriber will maintain at least the same precautions as it takes in regard to its own confidential information, but not less than reasonable care.  Subscriber will ensure that its employees and its Users having access to the Platform, Services or other Confidential Information are aware of and bound by nondisclosure and use restrictions at least as protective of the Platform, Services and other Confidential Information as those set forth in this Agreement.  Subscriber agrees to immediately report to Meta Clinic any unauthorized use or disclosure of Meta Clinic’s Platform, Services or other Confidential Information.

PROPRIETARY RIGHTS.
Data.  Subscriber will be solely responsible for inputting and maintaining its Subscriber Data and any Data that it receives from others.  Subscriber will retain whatever rights that it may have in the Subscriber Data.  Subscriber Data does not include derivative works of or modifications or enhancements to the Platform or Services, whether or not developed by or on behalf of Meta Clinic or Subscriber, alone or with others.  
Platform and Services.  Meta Clinic is and will remain the exclusive owner of all right, title and interest in the Platform, Services, anything produced under this Agreement, and all materials, technology and other items provided to Subscriber under this Agreement, including without limitation the form of all reports and formats generated by or from the Platform or Services or provided by Meta Clinic, all source code, object code, databases, user interface screens, algorithms, development frameworks, repositories, designs, processes and procedures related thereto, online and printed documentation, and copies, derivatives, modifications and improvements of any of the foregoing (whether at the request or suggestion of Subscriber or otherwise), in whole or in part, and all copyright, patent, trade secret, trademark and other proprietary and intellectual property rights therein.  Subscriber will have no claim of ownership in any of the copyright, patent, trade secret, trademark or any other proprietary or intellectual property right in or to the Platform or Services and related materials; nor any claim to limit Meta Clinic’s use thereof.  Meta Clinic alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, requests for changes or other information provided by Subscriber relating to the Platform or Services (“Suggestions”), and Subscriber hereby assigns such Suggestions, including all related intellectual property rights, to Meta Clinic free of charge.  Meta Clinic may use such Suggestions as it deems appropriate in its sole discretion. 
LIMITATIONS OF LIABILITY.
IN NO EVENT WILL META CLINIC BE LIABLE TO SUBSCRIBER OR ANY OF ITS USERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST OR IMPUTED PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR SUBSCRIBER’S OR ITS USERS’ USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES.  META CLINIC’S AGGREGATE LIABILITY TO SUBSCRIBER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES FOR THE PLATFORM AND SERVICES PAID BY SUBSCRIBER IN THE TWELVE MONTHS PRIOR TO THE DATE THE DAMAGES FIRST AROSE.  THE LIABILITIES LIMITED BY THIS SECTION 13.1APPLY (A) REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY; (B) EVEN IF META CLINIC HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (C) EVEN IF SUBSCRIBER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.  If applicable law limits the application of the provisions of this Section 13.1, Meta Clinic’s liability will be limited to the maximum extent permissible.
Subscriber acknowledges that it is Subscriber’s responsibility to validate for correctness all output and reports and to protect Subscriber Data and any Data received from others from loss by routinely performing backup procedures. Subscriber hereby waives any damages caused by lost or corrupt Data, incorrect reports or incorrect Data files resulting from a programming error, operator error, equipment or software malfunction, or from the use of third-party software. 
In addition, Meta Clinic will have no liability under any provision of this Agreement with respect to any performance problem, claim of infringement or other matter to the extent attributable to: any breach of this Agreement by Subscriber; any act or omission by any of Subscriber’s Users that, if performed by Subscriber, would be a breach of this Agreement; or any act or omission of Subscriber or any of its Users that prevents, delays, disturbs or interferes with Meta Clinic’s performance of its obligations under this Agreement.

TERMINATION.  
Breach.  Either party may terminate this Agreement upon thirty (30) days’ prior written notice if the other party materially breaches this Agreement (or in the case of nonpayment upon ten (10) days’ prior written notice in the case of nonpayment), and the breaching party fails to remedy such breach within such notice period. Notwithstanding the foregoing, Meta Clinic may terminate this Agreement if Subscriber violates (a) the scope of or any restriction on any license granted to Subscriber under this Agreement, or (b) its confidentiality obligations under this Agreement and, if such breach is curable, it is not cured to Subscriber’s satisfaction within 48 hours of notice.  
Suspension; Cessation of Access.  Meta Clinic immediately may suspend Subscriber’s (or any User’s) access to the Cloud Services pending Subscriber’s cure of any breach of this Agreement or if Meta Clinic determines, in its sole discretion, that Subscriber’s access to or use of the Cloud Services may jeopardize the use or operation of the Cloud Services or the confidentiality, privacy, security, integrity, and availability of any Data, that Subscriber has violated or may violate this Agreement or any Meta Clinic Policies, that Subscriber has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Cloud Services, including with any user credentials assigned to Subscriber or its Users.  Meta Clinic’s election to suspend any Cloud Services shall not waive or affect its rights to terminate this Agreement as permitted under this Agreement.  Subscriber and each User immediately shall cease any and all access to and use of any Cloud Services if, at any time during the Term, Subscriber or any User is in breach of this Agreement.
Effect of Termination.  Upon termination for any reason, all licenses granted to Subscriber under this Agreement will automatically terminate, and Meta Clinic may immediately disable and discontinue Subscriber’s and its Users’ access to and use of the Platform and Services without notice.  Subscriber will promptly return to Meta Clinic all materials that contain, or from which may be obtained, access to or information regarding the Platform or Services and any other Confidential Information of Meta Clinic.  Subscriber may use the functionality of the Cloud Service to access and download the Data then-currently stored under its account on the Platform at any time during the Term.  Any transition services requested by Subscriber will be additional services subject to Section 3.3.  Sections 5 (with regard to fees earned but no paid as of the date of termination), 6, 8, 9,  10.5, 11, 12, 13, 14.3, 15, 16 and 17, together with all other provisions of this Agreement that may reasonably be interpreted or construed as surviving termination, will survive the termination of this Agreement for any reason. 
INDEMNITY.  Subscriber will indemnify, defend and hold harmless Meta Clinic and its officers, directors, employees, agents, contractors, suppliers, successors and assigns from any and all claims, actions, losses, liabilities, damages, costs and expenses (including without limitation attorneys’ fees) resulting from (a) any health care or professional services that Subscriber or any of its Users provides to any person, including all patient care decisions resulting from or involving the use of, or inability to use, the Platform or Services, or any products or services received or provided, in whole or in part, through the Platform or Services, or any transactions or results thereof, arranged or conducted, in whole or in part, through the Platform or Services; (b) any breach of this Agreement by Subscriber; or (c) the use of the Platform or Services by Subscriber and its Users, or the acts or omissions of Subscriber, its Users, employees, agents or contractors in connection with the Platform or Services.  

INSURANCE.  
Subscriber Insurance.  Subscriber will obtain and maintain in force during the Term comprehensive general liability, including completed operations, insurance coverages with minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) annual aggregate.  Subscriber will name Meta Clinic as an additional insured (insured to the same extent as Subscriber) on such policies and Subscriber will provide Meta Clinic with proof of all such insurance, copies of all such policies and any renewals thereof at Meta Clinic’s request.  
Meta Clinic Insurance.  Meta Clinic will maintain in force for its benefit during the Term insurance, including commercial general liability insurance, in such amounts as Meta Clinic deems appropriate. 
GENERAL.
Assignment.  Subscriber may not assign its rights or delegate its duties under this Agreement, in whole or part, without the prior written consent of Meta Clinic.  Any purported assignment or delegation in violation of this Section will be null and void.  Subject to the foregoing in this Section, this Agreement will inure to the benefit of the parties’ respective successors and assigns.
Entire Agreement.  This Agreement, including the Addenda attached hereto and the Policies that are incorporated herein by reference, constitutes the entire agreement, understanding and representations, expressed or implied, between Meta Clinic and Subscriber with respect to subject matters described herein, and supersedes all prior communications, agreements, representations, warranties, statements, negotiations, understandings and proposals with respect to such subject matters.  This Agreement may be amended only in a document signed by authorized representatives of Subscriber and Meta Clinic.  Any rights not expressly granted herein are reserved.

Force Majeure.  Meta Clinic will not be in default nor liable under this Agreement for any failure in the performance of its obligations hereunder due to war, riots, embargoes, strikes, acts of Meta Clinic’s suppliers, accidents, acts of God or any other event beyond its control.
Governing Law and Venue.  This Agreement will be governed by and construed in accordance with the laws of the State of Louisiana without regard to any conflicts of law principles.  Exclusive venue for any action, claim, proceeding or suit related to this Agreement will be the federal and state courts located in Orleans Parish, State of Louisiana, USA.  Supplier irrevocably consents to the personal jurisdiction of such courts.  
Independent Contractor Relationship.  Nothing contained herein will be construed to imply a joint venture, partnership, or employer-employee relationship between the parties.  Neither party will have any right, power or authority to create any obligation, express or implied, on behalf of the other party except as defined in this Agreement or as mutually agreed to under the terms of this Agreement.  The employees or agents of one party will not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever.
Injunctive Relief.  Because of the unique nature of the Platform and Services, Subscriber understands and agrees that Meta Clinic may suffer irreparable injury in the event Subscriber fails to comply with any of the terms of this Agreement and that monetary damages will be inadequate to compensate Meta Clinic for such breach.  Accordingly, Subscriber agrees that Meta Clinic will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms of this Agreement.
Limitations on Actions.  No action, regardless of form, arising out of any transaction under this Agreement, may be brought by Subscriber more than one year after Subscriber has knowledge of the occurrence that gives rise to the cause of such action.
No Third Party Beneficiaries.  The rights conferred upon Subscriber under this Agreement are intended solely for Subscriber’s benefit and do not confer upon any third party, including any Users, the status of third party beneficiary.
Nonwaiver.  The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.  Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right.
Notice.  All legal notices given under this Agreement must be written, in non-electronic form, and delivered by nationally recognized courier service or certified mail return receipt requested to the address of such party on the applicable Service Order or such other address designated by proper notice by a party.  Routine business and technical correspondence may be in electronic form.  Each party may update its contacts above by notice to the other party. 
Publicity.  Meta Clinic may announce and publish Subscriber’s name as one of its customers from time to time.  Meta Clinic will not publish Subscriber’s statements or endorsements without the prior written consent of Subscriber.
Severability.  If any term or condition of this Agreement, to any extent, is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term and condition will be valid and enforceable to the fullest extent permitted by law.  Headings will not be considered in interpreting this Agreement.



Business Associate Addendum to META CLINIC STANDARD TERMS




1.	Definitions.  “PHI” shall mean Protected Health Information limited to that created, received, maintained, or transmitted by Meta Clinic, in its role as a business associate, from or on behalf of Subscriber.  The terms “Individual”, Designated Record Set, Disclosure, and Breach of Unsecured PHI have the meanings defined in HIPAA.
2.	Obligations of Meta Clinic.  To the extent Meta Clinic is acting as Subscriber’s business associate, Meta Clinic agrees as follows:
2.1	Use and Disclosure of Health Information.  Meta Clinic shall not use or disclose PHI other than as permitted or required by this Addendum or as required by Law and shall not use or disclose PHI in a manner that violates the Law if used or disclosed by Subscriber (unless specifically permitted for a business associate under HIPAA).  Subject to the restrictions set forth in this Addendum, Meta Clinic may use and disclose the PHI: (a) to provide the Services as provided in this Agreement; (b) as necessary for the proper management and administration of Meta Clinic; (c) to carry out the legal responsibilities of Meta Clinic pursuant to the Agreement; (d) to provide data aggregation services, as provided in HIPAA; (e) to create limited data sets; and (f) to de-identify PHI and use and disclosure de-identified information.  With respect to any disclosure of PHI pursuant to Section 2.1(b) or (c), Meta Clinic also shall (i) obtain reasonable assurances from the person to whom the PHI is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed and (ii) obligate the person to notify Meta Clinic of any instances of which it is aware in which the confidentiality of the PHI has been breached.
2.2	Safeguards.  Meta Clinic shall implement and maintain administrative, physical, and technical safeguards, consistent with the size and complexity of Meta Clinic’s operations, that reasonably and appropriately protect the confidentiality, integrity, and availability of the PHI that it creates, receives, maintains, or transmits on behalf of Subscriber.  Meta Clinic also shall comply with HIPAA’s Security Standards for the Protection of Electronic Protected Health Information (the “Security Rule”).
2.3	Access to Books and Records.  Meta Clinic shall permit the Secretary of the Department of Health and Human Services to access Meta Clinic’s internal practices, books, and records at reasonable times as they pertain to the use and disclosure of PHI to determine whether Subscriber is in compliance with the requirements of HIPAA.  Notwithstanding this provision, no attorney-client, accountant-client, or other legal privilege or discovery protection will be deemed waived by Meta Clinic or Subscriber as a result of this Section. 
2.4	Access.  If so requested by Subscriber, Meta Clinic shall make available to Subscriber PHI maintained in a Designated Record Set to permit Subscriber to comply with its access requirements under HIPAA’s Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”).  In the event any Individual requests access to PHI directly from Meta Clinic, Meta Clinic shall forward the request to Subscriber.  Any denial of access to the PHI requested shall be the responsibility of Subscriber.  
2.5	Amendment.  If so requested by Subscriber, Meta Clinic will provide PHI maintained in a Designated Record Set to Subscriber for amendment and will incorporate any amendment to permit Subscriber to meet its amendment requirements under the Privacy Rule.  In the event any Individual directly requests Meta Clinic to amend PHI, Meta Clinic will forward to Subscriber the request to Subscriber.  Subscriber will be responsible for making determinations regarding amendments to PHI, including any denials of requests for amendment.  
2.6	Accounting for Disclosures.  If so requested by Subscriber, Meta Clinic shall provide to Subscriber an accounting of each Disclosure of PHI made by Meta Clinic for which an accounting is required under the Privacy Rule.  
2.7	Disclosures to Subcontractors.  Meta Clinic shall require any subcontractor that creates, receives, maintains, or transmits PHI, to be bound by substantially similar restrictions, terms, and conditions that apply to Meta Clinic pursuant to this Addendum with respect to PHI and to comply with the applicable provisions of the Security Rule.  
2.8	Reporting.  Meta Clinic shall report to Subscriber: a Breach of Unsecured PHI, in compliance with 45 CFR Section 164.410; a use or disclosure of PHI that is not permitted by this Addendum; or a security Incident involving PHI, as defined in the Security Rule.  Meta Clinic routinely experiences unsuccessful attempts at unauthorized acquisition, access, use, disclosure, modification, destruction, or interference with systems operations, such as “pings” on a firewall, unsuccessful log on attempts, or access to encrypted information without access to the key.  This Addendum shall serve as ongoing notice to Subscriber of these unsuccessful attempts, and no further notice is required.
2.9	Compliance with Covered Entity Obligations.  To the extent Meta Clinic carries out Subscriber’s obligations under the Privacy Rule, Meta Clinic shall comply with the requirements of the Privacy Rule that apply to Meta Clinic in the performance of the obligations.
2.10	Return/Destruction of PHI upon Termination.  Upon termination of this Agreement for any reason, Meta Clinic shall return or destroy PHI that it maintains, in its capacity as a business associate.  In the event that Meta Clinic determines that returning or destroying the PHI is infeasible, Meta Clinic shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for as long as Meta Clinic maintains the PHI.  This Section 2.10 shall survive the termination of  this Agreement.
3.	Obligations of Subscriber.  Subscriber warrants that Subscriber, its directors, members, officers, subcontractors, employees, Workforce, affiliates, agents, and representatives: (a) shall comply with the Privacy Rule in its use or disclosure of PHI; (b) shall comply with HIPAA and ARRA; (c) shall not use or disclose PHI in any manner that violates applicable federal and state laws; (d) shall not request Meta Clinic to use or disclose PHI in any manner that violates applicable federal and state laws if the use or disclosure were done by Subscriber; (e) shall request Meta Clinic to disclose PHI directly to another party only for the purposes allowed by the Privacy Rule; (f) shall use and maintain the Services in a manner that complies with the Security Rule; (g) shall transmit PHI to Meta Clinic only in a secure manner; (h) notify Meta Clinic of any breach of PHI, as defined in the Breach Notification Rule, relating to the Services, any security incident, as defined in the Security Rule, that compromises PHI contained on or accessed through the Services, or any impermissible uses and disclosures of PHI contained on or accessed through the Services; (i) shall give Meta Clinic the right to approve any notification to any individuals, the media, and/or the Department of Health and Human Services that references Meta Clinic, prior to dissemination of the notification; and (j) and shall obtain any authorizations, consents, and releases, and permissions necessary or appropriate so that Meta Clinic may provide the Services under this Agreement.
4.	Interpretation.  The Parties intend that this Addendum be interpreted consistently with their intent to comply with HIPAA, ARRA, and other federal and state law.