END USER LICENSE AGREEMENT

           HEALTH ONE ALLIANCE, LLC, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND SUBSIDIARIES (“COMPANY”), A GEORGIA LIMITED LIABILITY COMPANY, IS WILLING TO PROVIDE THE SERVICES SET FORTH IN THE TERMS AND CONDITIONS AND FOR A NONEXCLUSIVE, LIMITED AND REVOCABLE LICENSE TO ACCESS THE PORTAL OTHERWISE BEING PROVIDED TO YOU HEREUNDER (“SERVICES”) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (“AGREEMENT”). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THIS AGREEMENT AND PROCEEDING TO USE THE SERVICES, YOU WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. BY CLICKING “I ACCEPT”, YOU REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND AGREE TO COMPLY WITH THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN COMPANY IS UNWILLING TO PROVIDE THE SERVICES TO YOU, IN WHICH EVENT YOU SHOULD NOT USE OR OTHERWISE ACCESS THE SERVICES.

           In consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, You and Company, intending to be legally bound, agree to the following terms and conditions.

  1. All Users. The following terms and conditions apply to all Users of the Services.

    1. BACKGROUND. The services are provided to You subject to: (a) the following terms and conditions which define what You can and cannot do with the Services; (b) limitations on warranties and remedies; and (c) any other terms and conditions applicable to You pursuant to a written agreement with company.

    2. Ownership of Intellectual Property. Company shall retain all title to and ownership of copyrights, trademarks, trade secrets and all other intellectual property rights in the Services, including all improvements, modifications, and derivative works. You further agree that the Services are proprietary to Company and shall remain the exclusive property of Company before, during and after termination of this Agreement. You agree that the Services and all other materials furnished hereunder are provided for Your use for the purpose of this Agreement only and in no manner imply any ownership, proprietary, intangible, intellectual or other property rights on Your part.

    3. Services; Grant of Rights; Restrictions. During the Term and subject to Your acceptance and compliance with the terms and conditions of this Agreement, You are granted a revocable, non-exclusive, non-transferable, non-assignable license to access and use the Services pursuant to the terms of this Agreement. You may only access and use the Services for Your own personal use (subject to the termination rights herein). The Services are protected under copyright, trade secret and other intellectual property laws. You may not (a) sublicense, reproduce, distribute, market, sell, or transfer the Services, (b) translate, modify, disassemble, or reverse engineer the Services (except to the extent permitted by law), (c) create derivative works based on any portion of the Services, (d) obtain possession of any source code or other technical material relating to the Services, (e) use the Services in a production environment or for the operation of a service bureau or otherwise directly or indirectly commercially exploit the Services, (f) allow any Government entity to use directly the Services, (g) remove, alter, or obscure any copyright notice(s) or proprietary legend(s) contained or included in the Services; or (h) otherwise use the Services in any other manner not contemplated by this Agreement. You may only use the Services to upload, transfer or receive information, including, without limitation, health information, if You have the express authorization to do so from all applicable third parties and pursuant to applicable laws, rules and regulations. You are responsible to ensure that proper safeguards are used to secure the health information, including maintaining a unique and secure password and transmitting such information by using a secure carrier line. You are responsible to maintain the security of Your password and You should not share the password with any other individual or entity. From time to time, Company may make upgrades or updates to the Services available for purchase or otherwise. Your rights hereunder do not entitle You to receive any updates or any upgrades without payment. However, Company reserves the right to provide such updates or upgrades to You at its sole discretion. Company reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful. Additionally, Your use of the Service is subject to Company’s Privacy Policy, located at http://alliantplans.com/privacy-policy/.

    4. Your Obligations. You represent and warrant that: (i) You are authorized to provide all information and data You provide to Company or otherwise submit or make available via the Services (ii) You will comply with all applicable laws, rules and regulations regarding User Content and use of the Services, including laws involving private data and any applicable export or import controls, laws or regulations; and (iii) the use of User Content by Company in providing the Services to You or as otherwise authorized herein will not infringe the copyrights, patents, trademarks, service marks, trade secrets or confidential information of any third party or constitute a defamation, invasion of privacy, or violation of any right of publicity or other third party right. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all User Content. You agree to use reasonable administrative, physical and technical safeguards to protect the User Content and all of Your information. You are responsible for using a secure method of accessing and sending Your information. You agree not to submit any registration information or any other information or material that is incorrect, illegal, misleading, defamatory, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable. You agree that the Service will not be accessed outside the United States without the prior written approval of Company. From time to time, the Services may require You to obtain a license for third party materials to access or use certain functionality. Company will provide You written notice of such requirements and identify the required third party materials. You acknowledge and assume the risks associated with accessing, transmitting information through, and otherwise using public networks, and Company strongly recommends You only access and use the Services and transmit User Content through encrypted secure access portals.

    5. User Content. Company acknowledges that the User Content constitutes Your Confidential Information. Company acknowledges and agrees that the User Content shall remain Your sole and exclusive property, subject to Company’s rights herein. You hereby grant Company a limited license to access, copy, display, reproduce, and transmit the User Content for the purpose of (i) providing the Services, (ii) performing Company’s obligations under this Agreement, and (iii) as otherwise authorized by You. You warrant that You have all rights necessary to grant the foregoing limited license. Company may use the User Content to improve the Service, determine usage of the Service, and use the User Content in an aggregated manner that is not directly linked to You in connection with Company’s business, including without limitation disclosing such aggregated information to Company’s business partners and customer prospects. Company may share aggregated information that Company collects with its business partners regarding data collected or received through the Service. The aggregated information that Company provides is not directly linked to any personally identifiable information, specific individual or specific transaction. Company may disclose User Content and other information about You as required by applicable laws, rules and regulations and for the purposes of personal safety and public welfare. In providing the services required by this Agreement, Company may access your User Content for the purposes of customer service, service level standards and testing the functions ancillary to the delivery of the services under this Agreement. Company may de-identify the User Content, in accordance with the HIPAA guidelines and regulations, and use or disclose such information for its business operations.

    6. Login Information. You will be required to obtain and provide password and login identification (“Login Information”) in order to access the Services. You are fully responsible for all uses of the Login Information. You will (i) protect the confidentiality of all Login Information and any computer, mobile device or other device upon which the Login Information is stored, and (ii) notify Company of any breach of the confidentiality of any Login Information. You will not provide the Login Information to any other person or entity. You will be solely responsible for all actions of any individual accessing the Services, whether or not authorized by You, using Your Login Information or any computer, mobile device or other device upon which such Login Information is stored. Company recommends that You do not save or otherwise store Your Login Information on Your computer, mobile devices, or other devices. In the event You are an Administrator authorized to grant other individuals access to User Content, You are responsible and required to terminate the access to any and all authorized users that terminate employment or engagement with You or are no longer authorized to access User Content. You assume any and all risk and liability associated with failure to terminate access to unauthorized individuals in a timely manner.

    7. Confidentiality. You and Company may disclose and deliver to each other certain non-public information of value to its owner that is the subject of its owner’s reasonable efforts to maintain confidentiality thereof (such party when disclosing the information being the “Disclosing Party” and such party receiving the information being the “Receiving Party”). All such information furnished by the Disclosing Party or its Representatives (as defined below), whether furnished before the effective date of this Agreement or during the Term, whether oral or written, and regardless of the manner in which it is furnished, is referred to in the Agreement as “Confidential Information.” Confidential Information does not include information that: (a) is or generally becomes available to the public prior to its disclosure by the Disclosing Party or its Representatives, or becomes public after such disclosure, without breach of the Agreement by the Receiving Party, (b) was available to the Receiving Party from a person other than the Disclosing Party or its Representatives prior to the disclosure of the information to Receiving Party by Disclosing Party, (c) becomes available to the Receiving Party from a person other than the Disclosing Party or its Representatives who is not otherwise bound by confidentiality obligations, or (d) was independently developed or discovered by the Receiving Party as evidence by contemporaneous written documentation. “Representative” means either party's affiliates, directors, officers, employees, agents, authorized contractors, advisors (including, without limitation, counsel and accountants), possible financing sources and controlling persons, if any. Subject to the foregoing, unless otherwise agreed to in writing by the parties, the parties agree to keep any Confidential Information confidential and not to disclose any Confidential Information to any other person or any other entity, other than to Representatives of the parties who have a need to know the information and who shall also maintain the strictest confidentiality and non-disclosure of any Confidential Information. Notwithstanding anything to the contrary, either party may disclose information if, upon advice of counsel, such disclosure is required by applicable law, a subpoena, or other compulsion, so long as the party subject to such legal obligation promptly informs the Disclosing Party of the request for disclosure, and reasonably cooperates in protecting the confidentiality of the Confidential Information of the Disclosing Party. In the event that the Agreement is terminated, regardless of the reason, or upon request of the Disclosing Party in accordance with the Agreement, the Receiving Party shall promptly return to the Disclosing Party the Confidential Information of the Disclosing Party. The confidentiality obligations under this Agreement shall survive termination of the Agreement for so long as the information is considered confidential information or a trade secret under applicable law.

    8. Warranty & Disclaimer. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS 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 SERVICES, 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 LIMITING THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES 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. COMPANY SHALL RETAIN THE USER CONTENT FOR THE TIME PERIOD SET BY THE COMPANY POLICIES AND PROCEDURES. THE PARTIES ACKNOWLEDGE THAT THE USER CONTENT HOSTED BY COMPANY IS ONLY A COPY AND IS NOT AN ORGINAL SOURCE FILE. THE USER CONTENT IS NOT AN ORIGINAL MEDICAL RECORD AND SHOULD NOT BE RELIED UPON AS THE SOLE SOURCE FOR PROVIDING HEALTHECARE TREATMENT OR MAKING HEALTHCARE RELATED DECISIONS. ALWAYS CONTACT YOUR HEALTHCARE PROVIDER AND UTILIZE THE PROVIDER’S MEDICAL RECORD FOR PURPOSES OF HEALTHCARE TREATMENT AND DECISION MAKING.

    9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICES, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT WILL COMPANY'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO COMPANY PURSUANT TO THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    10. Indemnification. You shall indemnify and hold harmless Company from any loss, damage, liability, cost or expense suffered or incurred by Company or its affiliates to the extent that it arises out of Your use, or any other person’s use through Your Login Information, of the Services or any related application or functionality. This indemnity shall survive the termination of this Agreement.

    11. Payment. Amounts due under the Agreement are payable in advance by a sponsoring entity that has authorized Your access to the Company Services. If Company is required to pay sales or usage taxes imposed with respect to this Agreement, Company shall collect said taxes from the sponsoring entity and remit to the proper taxing authority, and shall include a separate line item for said sales and usage tax on the invoice to sponsoring entity.

    12. Term and Termination. This Agreement shall be effective when accepted by You as provided above and shall continue until terminated as provided herein (the “Term”). Company hereby reserves the right to terminate this Agreement without notice (a) at any time upon Your breach of any of the terms contained in this Agreement, including failure to make payment, as applicable; (b) in the event of a termination of any related written agreement between You and Company; (c) termination of an Agreement by the sponsoring entity, as applicable, and Company; or (d) at any time for any reason or no reason, at its sole discretion. You may terminate Your use of the Company services at any time by ceasing use of the Services. Upon termination or expiration of this Agreement for any reason, You shall immediately and permanently cease access and use of the Services and any related materials in Your possession or control. Termination of this Agreement for any reason shall not authorize You to terminate any other agreement between You and Company.

    13. Miscellaneous.
      1. Injunctive Relief. You acknowledge that remedies at law may be inadequate to provide Company with full compensation in the event of Your breach of any confidentiality obligations contained herein or any intellectual property rights of Company, and that Company shall therefore be entitled to seek injunctive relief in the event of any such breach.

      2. Governing Law; Dispute Resolution; Arbitration. This Agreement shall be interpreted in accordance with the law of the State of Georgia applicable to agreements made and to be wholly performed within the State of Georgia, without regard to its rules regarding conflicts of law. The parties agree that, except as otherwise provided below, they shall first attempt to resolve any dispute, claim or controversy relating in any way to this Agreement (a “Dispute”) between You and an officer of Company who has authority to resolve the Dispute. If any Dispute cannot be settled in this manner within sixty (60) days of written notice being served by a party on the other party, the parties agree that the Dispute may be settled by arbitration in accordance with the Commercial Arbitration Rules of American Arbitration Association (“Rules”) in Atlanta, Georgia, with judgment upon the award rendered by the arbitrator to be entered in any court of competent jurisdiction. Any arbitrator selected pursuant to the Rules will conduct arbitration and the arbitrators will have a background or training in contract law and intellectual property. The arbitrators may award attorneys’ fees and costs to the prevailing party. Nothing in the Agreement shall prevent Company from seeking injunctive relief or other legal remedy to prevent unauthorized copying, disclosure, use, retention or distribution of Company’s intellectual property or Confidential Information. If any part of this Agreement is held void or unenforceable, such part shall be treated as separable, leaving valid the remainder of these terms and conditions. The invalid clause will be replaced by the valid clause that generally comes closest to the commercial intention of the invalid clause.

      3. Waiver / Severability. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is for any reason held unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained in this Agreement.

      4. Assignment. The Agreement shall not be assignable by You without the Company’s prior written consent. This Agreement and all its terms and provisions shall be fully binding upon and inure to the benefit of and be enforceable by the parties' respective representatives, successors and permitted assigns.

      5. Force Majeure. Company shall not be liable for any delays due to events beyond its control, such as unavailability of equipment, unavailability of data to be provided by You, acts of God, etc.

      6. Third-Party Independent Contractors. You acknowledge and agree that some or all of the services rendered by Company pursuant to this Agreement may be performed by one or more third-party independent contractors.

      7. Notice. All notices required to be given to Company hereunder shall be given in writing and shall be delivered either by hand or by certified mail with proper postage affixed thereto to Company at the address set forth below or to such other address as may be designated by Company in conformity with the requirements of this Section 14(g):

        Health One Alliance, LLC
        PO Box 1062
        Dalton, GA 30722
        ATTN: Chief Operating Officer

        All notices required to be given to You may be posted on the web site of Company or delivered to any email address provided to Company by You.

      8. Electronic Contracting. By clicking the “I Agree” button below, You agree to transact business with Company electronically. Your agreement to transact business with Company electronically applies to all transactions conducted through the Services or any related application. You may withdraw Your consent to transact business electronically with us at any time in the future by notifying us in writing and sending such notice to EULA@alliantplans.com. You will need to maintain equipment, software and internet access necessary to access and use the features made available via the Services, as well as to request and access any copies of these terms and conditions. You may request a copy of this Agreement by contacting Company at EULA@alliantplans.com provided the sponsoring entity pay for the costs of copying and delivering the documents to You.

      9. Entire Agreement; Modifications. With regard to the Services, this Agreement supersedes all prior agreements and understandings between the parties regarding the subject matter of this Agreement. This Agreement constitutes the entire agreement between the parties and may not be modified or terminated orally. Modification, termination, or attempted waiver of any of the provisions hereof shall not be binding unless in writing and executed by the party against whom the same is sought to be enforced.

  2. Individual Member/Patient Users: The following terms and conditions apply to any User that is an individual patient or Alliant beneficiary that uses or disclosed his or her individually identifiable protected health information through the use of the Services.

    1. Authorization to Share Information. By accepting this Agreement, You authorize Company to disclose the User Content (defined herein) with those entities and individuals You (i) list on Your account profile, (ii) provide Your unique access number and/or electronic invitation to a third-party for the purposes of accessing Your account (if applicable), (iii) otherwise designate by notifying Company; (iv) as permitted by this Agreement; or (v) as Required by Law. User Content means any and all data that You enter into the portal, that You authorize being released into the portal by a payer or healthcare provider, including without limitation patient identifiable health information that may constitute “Protected Health Information” as defined by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). You acknowledge and agree that You are solely responsible for the individuals and healthcare providers that You authorize to access Your information. The purpose of this disclosure is to share information for treatment, payment, and healthcare operations as well as to improve upon efficient and effective communication of health information with providers, payors and You. You acknowledge that You are authorizing access to the information in Your health record that may include information relating to SEXUALLY TRANSMITTED DISEASE, ACQUIRED IMMUNODEFICIENCY SYNDROME (AIDS), HUMAN IMMUNODEFICIENCY VIRUS (HIV), BEHAVIORAL OR MENTAL HEALTH SERVICES, AND/OR TREATMENT FOR ALCOHOL AND/OR DRUG ABUSE (“Sensitive Data”). I AUTHORIZE THE USE, ACCESS, DISCLOSURE OR RELEASE OF SUCH INFORMATION. You may revoke authorization for the providers and other individuals and entities to which You have provided access to Your information by submitting the request in writing to EULA@alliantplans.com. Revocation of access to information would include revocation of access to any and all medical and mental health information, provided access may continue to be granted until notice of the revocation is received by Company and Company has had a reasonable time to process such revocation. You acknowledge and agree that any disclosure of information prior to the Company’s receipt of the written revocation notice is authorized. You understand that the health information contained in Your account may be protected by state and federal laws and by authorizing the release of the information You waive any rights to the privacy or security of such information. You understand that it is Your obligation to ensure that any information, including User Content that You do not want disclosed to the third party is not provided to Company through the Services and removed from any User Content.

  3. Authorized User Terms: In addition to complying with the terms and conditions described above, I hereby acknowledge and warrant that I am accessing only the records of an individual who has authorized the release of information to me. I received a unique login and I am using this unique login solely for the purpose of accessing the records granted to me by the individual beneficiary. I hereby agree and acknowledge that I shall not use or disclose the information in violation of any laws and that I shall utilize reasonable administrative, physical and technical safeguards to protect the security of the information and my unique password. I shall not disclose to or provide any third-party access to my unique login or password.

  4. Access to Dependents: I acknowledge and agree that I will not have access to dependent information if the dependent is an adult or emancipated minor. I further understand that I may not have legal authority to access my dependent’s entire medical record, sections of the medical record, or confidential information that is protected by state and federal laws. I understand that I must provide to my dependents their unique identifying information to establish their own unique password and username for their account unless I am the guardian and the dependent is a minor.

  5. I acknowledge that I will not register dependents that are adults or emancipated minors and I will not access such dependent information. I may be subject to civil and criminal penalties for failure to comply.