Effective 08/12/19

Please read on to learn the rules and restrictions that govern your use of any website(s) that are owned or operated by Healthify (each a “Site”). These Terms of Use (“Terms”) are a binding agreement between you and Healthify, Inc. (“Company”). By using this Site or the services provided by the Company (collectively, “Services”) in any way, you agree to all of these Terms, and these Terms will remain in effect while you use the Services. You must agree to and accept all of the Terms, including any modifications from time to time, or you don’t have the right to access or use the Services.

Site Access

The Company, provides technology and services pursuant to customer service agreements (each, a “Customer Service Agreement”) executed by customers and community partners (collectively, “Customer” or “Customers”, as appropriate) from time to time. The purpose of the Services is to facilitate the referral of individuals, who consent to participate, to community-based organizations for services that could benefit the health of the individual. The Company makes the Site, or certain portions of the Site, available to authorized users of the Customers, which may include employees and contractors of the Customer (collectively, “Site User” or “Site Users”, as appropriate).

Access is granted to Site Users by Company or an administrator appointed by the Site User’s associated Customer. All Site Users are required to register to use the Site and set up an account (each, a “Site User Account”) and are responsible for maintaining adequate security and control of all login credentials that are used to access Services. Any transactions conducted using Site User login credentials will be deemed to be authorized by the Site User. All Site Users are responsible for any activity associated with his or her login credentials. Site User agrees to immediately notify Company of any unauthorized use of Site User Account or any other breach of security known to Site User. Each Site User acknowledges that his or her Site User Account access will be terminated upon termination of employment with the Site User's current employer organization.

Such use of Site User Account shall be limited to use of the Services for the benefit of, or in relation to, the purpose of the Customer which has granted access to the Site User.

The Company reserves the right to terminate your access if you violate any of these Terms.

Usage Restrictions

Site User will not (i) copy or duplicate any of the Services; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Services is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Services, or attempt to do any of the foregoing, and Site User acknowledges that nothing in this Agreement will be construed to grant Site User any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Services, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Company; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Services; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services; (vi) send or store data on or to the Services which violates the rights of any individual or entity established under law of any applicable jurisdiction, including without limitation, health information, credit card information or social security numbers, driver’s license or personal identification numbers or account numbers; (vii) use any data accessible via the Services in violation of any applicable law; or (viii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Company’s rights under these Terms.

Site User will ensure that its use of any of the Services complies with all applicable laws, statutes, regulations or rules and will not use or compile any of the Services for the purpose of any illegal activities. Site User may be subject to HIPAA and 42 CFR Part 2 (the federal regulations governing the confidentiality of information related to certain substance use disorder treatment). Site User is responsible for ensuring compliance with HIPAA, 42 CFR Part 2, and applicable state law(s) when entering, transmitting, or accessing information through the Services. Site User warrants that he or she will only utilize the Services and access information as permitted by law. Each Site User warrants that he or she will only enter information into the Services to the extent such user has legal authority (including written authorization, where required) to use or disclose such information. To the extent a written authorization is required for a referral, each Site User warrants that the Site User or the Site User's employer organization has 1) obtained such authorization prior to submission of the referral; and 2) maintains a copy of such authorization. Site User warrants that he or she will enter the minimum amount of information necessary to facilitate the referral. To the extent information subject to Part 2 is entered into the Services, the user entering such information is responsible for identifying the information by indicating in the referral “42 CFR Part 2 prohibits unauthorized disclosure of these records.”

Company may remove any violating content posted or stored using the Services or transmitted through the Services, without notice to Site User. Site User agrees to comply with the terms and conditions of Company’s policies as provided by Company to Customers.

Proprietary Rights

Site User acknowledges that the Customer associated with Site User owns or otherwise has rights to all information or material submitted by Site User to or through the Services (“Customer Data”). Site User represents and warrants that it has sufficient rights to transmit or otherwise permit access to any such Customer Data to Company and the other Site Users who access and use the Services.

Notwithstanding the foregoing, Site User hereby irrevocably assigns and agrees to irrevocably assign to Company all right, title, and interest in, and Company is free to use, without any attribution or compensation to Site User, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to any feedback provided by Site User regarding the Services (“Feedback”), whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.

Aggregated Data

Company may monitor Site User’s use of the Services and use data and information related to such use, and Customer Data in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Data”). All right, title and interest in the Aggregated Data and all intellectual property rights therein, belong to and are retained solely by Company. Site User acknowledges that Company will be compiling Aggregated Data based on Site User behavior within the Services and Site User agrees that Healthify may (a) make such Aggregated Data publicly available, (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, and service enhancement, and (c) use and disclose such Aggregated Data independently and in aggregation with other healthcare data, to perform statistical and internal system analytics, and such other analytics as Company may perform from time to time for the improvement of healthcare and industry-related insights, as well as additional analytics related to assessment of the patient population and opportunities to improve health outcomes, provided that such data and information does not identify any individual or Customer.

Site Access Suspension

Company may suspend or terminate Site User’s access to any portion or all of the Services if (i) Company reasonably determines that (a) there is a threat or attack on any of the Services; (b) Site User’s use of the Services disrupts or poses a security risk to the Services or any other Customer (c) Site User is using the Services for fraudulent or illegal activities; (d) subject to applicable law, Customer associated with Site User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (e) Company’s provision of the Services to Site User is prohibited by applicable law; or (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third party services or products required to enable Site User to access the Services (each such suspension, in accordance with this Section, a “Service Suspension”). Company will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Site User and to provide updates regarding resumption of access to the Services following any Service Suspension. Company will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will not have any liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Site User may incur as a result of a Service Suspension pursuant to this Section.

Modifications to the Site

The Company reserves the right, in its sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site for any reason, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”), features, and/or hours of availability. The Company will not be liable to you or to any third party for doing so. The Company may also impose rules for and limits on use of the Site or restrict Site User access to part, or all, of the Site without notice or penalty, and has the right to change these rules and/or limitations at any time.

Limitation of Liability

The Company’s liability in relation to your use of the Site is limited as described in the Customer Service Agreement.

General Information

The Terms constitute the entire agreement between you and the Company and govern your use of the Site, superseding any prior agreements between you and the Company. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site, including the Customer Service Agreement. You agree that no joint venture, partnership, employment, or agency relationship exists between the Company and you as a result of the Terms or your use of the Site.

The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

You may not assign, delegate or transfer the Terms or any of your rights or obligations under the Terms in any way, without the Company’s express prior written consent. The Company may transfer, assign, or delegate these Terms and our rights and obligations without your consent. The Terms inure to the benefit of the Company’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.

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