Customer Subscription Agreement

Kareo Terms of Service

By Pressing ‘Agree’ Customer agrees to enter into this agreement. If Customer does not want to agree to these terms, do not press ‘Agree’ and Customer may not access or use the Service. This agreement is between Kareo, Inc., a California corporation (Kareo), and the entity or individual agreeing to these terms (Customer), and covers all services provided by Kareo to Customer.

1) MEDICAL OFFICE SOFTWARE SERVICES

This agreement provides Customer access and use of the Kareo’s web based subscription service, as specified on the electronic or written order between the parties.

a. Practice Management Service.

• PM Service. Web-based functionality to manage patient demographics, billing and collections, clearinghouse services, analytics and reporting (PM Service).
• Interface. Kareo will provide this functionality through kareo.com and through a desktop software client that will act as the interface to the PM Service. This software will be contracted under an end user license agreement provided with that software.

b. Electronic Health Record Service.

• EHR Service. Web-based functionality to document patient encounters, prescription management, laboratory orders and results, patient portal access for the practice patients to access their medical records and analytics for Meaningful Use analysis and reporting (EHR Service).
• Interface. Kareo will provide this functionality through a web interface and through a mobile software client that will act as the interface to the EHR Service. This software will be contracted under an end user license agreement provided with that software.

c. Kareo Medical Billing.

• Billing Service. Web-based and offline service that provides managed billing service including claims submission, follow-up, statements processing and reports (Billing Service).
• Use of the PM Service. The Billing Service includes access and use of the PM Service.
• (Optional) Use of the EHR Service. The Billing Service may also include use of EHR Service. The PM Service, EHR Service and Billing Service, as applicable, are referred to as the Service.

d. Beta Features.

• If Customer is invited to access any beta features of the Service or a Customer accesses any beta features of the Service, then the following additional terms apply: Customer understands that these features may change and may not become generally available. These features are provided AS IS, with all faults.

2) USE OF SERVICES

a. Kareo Responsibilities.

• Kareo must provide customer support for the Service (if enrolled) as further detailed at: Support Policy(which is incorporated into this agreement for all purposes).
• Additional responsibilities pertaining to delivery of the Service are defined at the Responsibilities FAQ page (which is incorporated into this agreement for all purposes) and will be periodically updated to comply with regulatory requirements, enhance delivery and use as well as improvements to operational efficiency and to meet the general business needs of Kareo and its customers. Kareo will make reasonable commercial efforts to electronically notify Customer of any significant changes.

b. Customer Responsibilities.

• The up to date list of Customer responsibilities relative to the use of Service are available at theResponsibilities FAQ page. Kareo will make reasonable commercial efforts to notify Customer of significant changes.
• Access by Employees and Contractors, and Service Providers (for PM and Optional EHR Service). Customer may allow its employees and contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer, and clients (if acting as a service provider to them) access to the PM Service as part of providing medical billing, accounts receivable management, transcription, coding, or other medical office support services to such clients. Customer is responsible for the compliance with this agreement by its employees, contractors and clients, as applicable.
• Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Service, (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights), (iii) interfere with or disrupt the integrity or performance of the Service, or (iv) attempt to gain unauthorized access to the Service or its related systems or networks. Customer is solely responsible for Customer Data (defined below), must use commercially reasonable efforts to prevent unauthorized access to the Service, must notify Kareo promptly of any such unauthorized access, and may use the Service only in accordance with its user guide and applicable law.
• Customer Data. All data entered by Customer remains the sole property of Customer, as between Kareo and Customer (Customer Data), subject to the other terms of this agreement. Customer grants Kareo a non-exclusive term license to use, modify and otherwise make available the Customer Data for purposes of Kareo performing under this agreement. Customer may at any time download the Customer Data as allowed for as part of the Service.
• Accuracy of Information Provided By Customer to Kareo. Customer represents and warrants to Kareo that all information and documents provided under Customer’s account or by Customer are true, correct and accurate (if Customer learns that any information provided to Kareo as part of the Service is not true, correct or accurate, Customer must immediately notify Kareo in writing of this fact, and provide the true, correct and accurate information).
• Aggregate Data. Kareo may use during and after this agreement all aggregate non-identifiable information and data for purposes of enhancing the Service, technical support and other business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.

3) PAYMENT TERMS

a. Payment:

Details outlined at the Pricing & Payment Policy (which is incorporated into this agreement for all purposes) page.

b. General.

Customer must pay all fees (US$) with a credit card or via ACH upon receipt of an invoice from Kareo. If the credit card or ACH is not valid or the payment is not otherwise made, Customer must pay the amount owed upon receipt of an invoice. Customer is responsible for sales, use, VAT and other similar taxes.

c. Fee Changes.

All fees may be changed on 30 days advance notice, unless otherwise described below.

4) WARRANTY/SERVICE LEVEL AGREEMENT/DISCLAIMERS

a. Mutual Compliance with Laws Warranty.

Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.

b. Availability Warranty/SLA.

Details are available at the SLA FAQ page (which is incorporated into this agreement for all purposes) on the Kareo SLA.

• Limited Remedy. Customer’s exclusive remedy and Kareo’s sole obligation for breach of the availability/SLA warranty will be for Kareo to provide a credit as provided in the chart above (if this agreement is not renewed, then a refund), for the month in question; provided that Customer notifies Kareo of such breach within 30 days of the end of the month in question.

c. NO MEDICAL ADVICE PROVIDED BY KAREO.

The Service does not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, by obtaining all applicable patients' medical and medication history and allergies), obtaining patient’s consent to use the Service (including without limitation the Patient Portal), and for all of its decisions or actions with respect to the medical care, treatment, and well being of its patients, including without limitation, all of its acts or omissions. Any use or reliance by you upon the Service will not diminish that responsibility. Customer assumes all risks associated with your clinical use of the Service for the treatment of patients. Neither Kareo nor its licensors assume any liability or responsibility for damage or injury (including death) to Customer, a patient, other person, or property arising from any use of the Service.

d. CUSTOMER’S COMPLIANCE WITH MEDICAL RETENTION LAWS AND PATIENT RECORDS ACCESS.

Customer is responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information and patient authorization to release data. Customer agrees that it will obtain any necessary patient consent prior to using the Service (including without limitation the Patient Portal) and will apply settings to exclude information from availability in the Patient Portal as necessary to comply with state or federal law.

e. DISCLAIMERS.

KAREO DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE KAREO TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURE TO SECURE THE SERVICE, KAREO DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED.

5) MUTUAL CONFIDENTIALITY

a. Definition of Confidential Information.

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party(Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure(Confidential Information). Kareo’s Confidential Information includes without limitation the non-public portions of the Service.

b. Protection of Confidential Information.

The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors and clients (as the case may be) who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. The Recipient may disclose Confidential Information to the extent required by law or legal process.

c. Exclusions.

Confidential Information excludes information that: Is or becomes generally known to the public without breach of any obligation owed to Discloser, Was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, Is received from a third party without breach of any obligation owed to Discloser, or Was independently developed by the Recipient without use or access to the Confidential Information.

6) PROPRIETARY RIGHTS

a. Reservation of Rights by Kareo.

The software, workflow processes, user interface, designs, know-how and other technologies provided by Kareo as part of the Service are the proprietary property of Kareo and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Kareo. Kareo reserves all rights unless expressly granted in this agreement.

b. Customer Restrictions

Customer may not:

• Use the Service or the Licensed Documentation (defined below) beyond its internal operations;
• Reverse engineer the Service or the Licensed Documentation;
• Remove or modify any proprietary marking or restrictive legends in the Service; or Access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes.

c. Licensed Documentation

The AMA Content, and the Service user guide, sample data, marketing materials and other material provided or accessible through the Service, are licensed to Customer as follows: Kareo grants Customer a non-exclusive, license for the duration of the Service to use such materials for Customer’s internal use solely with the Service, with the right to make additional copies of the material for such duration and purpose (Licensed Documentation). AMA Content means the coding work of nomenclature and codes for reporting of healthcare services from the print publication Current Procedural Terminology, Fourth Edition and the data file of Current Procedural Terminology (CPT) published by the American Medical Association in the English language as used in the United States.

• AMA Restrictions: Customer may not use outside the United States, publish, distribute or create any derivate work (including without limitation translation), transfer, sell, lease, license or otherwise make available the AMA Content, or a portion or copy of such content, except as expressly provided in this Agreement. This sublicense is limited to one user for each active provider associated with Customer’s account. Customer is responsible for seeking additional user licenses directly from the American Medical Association if it requires more than one user license per active provider. CPT is a copyright and a registered trademark, of the American Medical Association.

7) LIMITS ON LIABILITY

a. No Indirect Damage.

Kareo is not liable for any indirect, special, or consequential damages (including without limitation, costs of delay, loss of data or information, or lost profits) arising under or related to this agreement, even if advised of the possibility of such loss or damage.

b. Limit.

Kareo’s liability for all damages arising under or related to this agreement (in contract, tort or otherwise) does not exceed the actual amount paid by Customer within the 12 month period preceding the event which gave rise to the claim.

8) TERM, TERMINATION, AND RETURN OF DATA

a. Term

Kareo PM and EHR Service • The PM and EHR Service will continue from month-to-month and may be terminated with or without or cause by either party upon at least 10 days advance notice. Kareo and Customer may change the duration of these services under an order between the parties. Kareo Medical Billing • The Billing Service continues for the duration of the order between Kareo and Customer. b. Termination for Material Breach.

Either party may terminate this agreement and the applicable orders if the other party material breaches any term of the agreement or an order and does not cure the breach within 30 days of receipt of notice of breach.

• Additional terms are in the Term, Termination and Return of Data FAQ page (which is incorporated into this agreement for all purposes).

c. Return of Data.

Details are outlined in the Term, Termination and Return of Data FAQ page.

d. Customer Actions upon Termination.

Upon termination, Customer must pay any unpaid fees and destroy all Kareo property. Customer upon request will confirm that it has complied with this requirement.

e. Suspension of Service for Violations of Law.

Kareo may immediately suspend the Service and remove applicable Customer Data if it in good faith believes that, as part of using the Service, Customer may have violated a law. Kareo may try to contact Customer in advance, but it is not required to do so.

9) INDEMNITY

a. General Indemnity.

Customer must indemnify, defend, and hold harmless Kareo against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: • Customer’s breach of any term in this agreement, • Any unauthorized use, access or distribution of the Service by Customer, • Violation of any individual’s privacy rights related to information submitted under Customer’s account, or • False, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by Customer.

10) GOVERNING LAW AND FORUM FOR DISPUTES

a. California Law and Location for Dispute Process.

This agreement is governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising out of or related to this agreement must be exclusively brought in the state and federal courts for Orange County, California. Customer consents to the personal jurisdiction of such courts and waives any claim that it is an inconvenient forum. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.

11) OTHER TERMS

a. Consent to Electronic Communications and Transactions.

Customer will have the ability to enter into agreements, authorizations, consents and applications; make referrals; order lab tests; prescribe medications; or engage in others transactions electronically. CUSTOMER AGREES THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS, AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. Customer represents and warrants that it has the authority to take such actions.

b. Entire Agreement and Changes.

This agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it.

c. Feedback.

By submitting ideas, suggestions or feedback to Kareo regarding the Service, Customer agrees that: (i) such items submitted do not contain confidential or proprietary information; and (ii) Customer hereby grants Kareo an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.

d. No Assignment.

Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned (without the consent) as part of a merger, or sale of all or substantially all of the business or assets, of a party.

e. Independent Contractors and Enforceability.

The parties are independent contractors with respect to each other. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

f. No Additional Terms.

Kareo rejects additional or conflicting terms of a form-purchasing document. g. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails. h. Survival of Terms. All terms survive the Term that by their nature survive for a party to assert its rights and receive the protections of this agreement.

i. CISG Not Apply.

The Convention on Contracts for the International Sale of Goods does not apply.

j. Customer Name.

Kareo may use Customer's name and logo in customer lists and related promotional materials describing Customer as a customer of Kareo, which use must be in accordance with Customer’s trademark guidelines and policies.

Ver. 072613

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