This User Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and the Accountable Care Organization (ACO), Clinically Integrated Network (CIN) or Parent Organization (“Company”). The Company will be providing you with access through the Internet to certain services provided by Health Endeavors, LLC (“Health Endeavors”) to enable you to provide specified patient information to the Company (such services, including all related documentation, the “Application”). The Company will use the information that you provide through the Application for population health and accountable care purposes. This Agreement governs your use of the Application.

1. Grant of Limited License to Use. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to use the Application to provide specified patient information to the Company (and for any other purpose for which the Company may authorize you to use the Application). Company reserves the right to revoke your limited license to use the Application at any time for any reason or for no reason.
2. License Restrictions. You shall not: (a) copy or attempt to copy the Application; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or (f) export the Application in violation of applicable law, including into any country prohibited by the United States Export Administrative Act and any associated regulations.
3. Reservation of Rights. You acknowledge and agree that the Application is provided for you to use while working for or on behalf of the Company under a limited license. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the limited license granted, and subject to all terms, conditions, and restrictions, under this Agreement. YOU ACKNOWLEDGE THAT THE APPLICATION IS AND SHALL REMAIN THE SOLE PROPERTY OF HEALTH ENDEAVORS.
4. Collection and Use of Your Information. You acknowledge that (i) you have no privacy rights in or in connection with your use of the Application, (ii) the Company owns all information regarding your access to and use of the Application, and (iii) the Company will monitor your use of the Application.
5. Compliance with HIPAA. You understand that, in accessing and using the Application, you must act in compliance the Health Insurance Portability and Accountability Act (“HIPAA”) and other applicable state and federal laws.
6. Certain Representations and Covenants Regarding HIPAA Compliance. To induce the Company to provide you with access to the Application under this Agreement, you represent, warrant, and covenant to the Company that:
   1. You have received HIPAA privacy training and understand the requirements of protecting health information under HIPAA;
   2. You will use and disclose health information only as needed to perform your legitimate job duties. This means, among other things, that: (i) you will only access, use, or disclose health information related to patients being treated at your practice and only when necessary to perform your job duties; and (ii) you will not access or attempt to access any health information of any patient not being treated at your practice or which is not necessary to perform your job duties;
   3. You will report activities by any individual or entity that you suspect may violate the standards listed above to the Company. Reports made by you in good faith about suspect activities will be held in confidence to the extent permitted by applicable law, including the name of the individual reporting the activities.
   4. You will be responsible for your misuse or wrongful disclosure of any health information. You understand that your failure to comply with this Agreement may also result in your loss of access to the Application and/or other appropriate sanctions.
7. Confidential Information. Any and all information that you obtain or which is provided to you regarding the Application shall be deemed to be Confidential Information. You shall (a) protect and safeguard the confidentiality of such Confidential Information with at least the same degree of care as you would use to protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; and (b) use such Confidential Information for the sole purpose of using the Application in accordance with this Agreement.
8. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU BY THE COMPANY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT “AS IS” AND WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.