This License Agreement (the “Agreement”) is made on today (“Effective today by and between NetClaim Solutions MSO (“NetClaim Solutions”) and (“Customer”).

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NETCLAIM SOLUTIONS. BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE SOFTWARE, SOFTWARE AS A SERVICE, OR IMPLEMENTATION AND SUPPORT SERVICES (TOGETHER “NETCLAIM SOLUTIONS SERVICES”), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT (the “Agreement”) AS THEY GOVERN YOUR ACCESS TO AND USE OF NETCLAIM SOLUTIONS SERVICES. INEMDIATA IS WILLING TO LICENSE AND ALLOW THE USE OF NETCLAIM SOLUTIONS SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY TERM OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE I NETCLAIM SOLUTIONS SERVICES. BY CLICKING THE “I ACCEPT” BUTTON OR BY SIGNING THIS AGREEMENT, ACCESSING, DOWNLOADING OR OTHERWISE USING NETCLAIM SOLUTIONS SERVICES, YOU SIGNIFY YOUR AGREEMENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY AND TO LEGALLY BIND THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR ALL ACTS AND OMISSIONS RELATING TO YOUR USE OF NETCLAIM SOLUTIONS SERVICES. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO, AND YOU MUST NOT ACCESS, DOWNLOAD OR OTHERWISE USE NETCLAIM SOLUTIONS SERVICES.

This document contains the concession of the NETCLAIM SOLUTIONS license to the CUSTOMER

Electronic Signature Disclaimer Notice

By signing this document electronically or selecting the ʺI Acceptʺ button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By signing this document electronically or selecting ʺI Acceptʺ you consent to be legally bound by this Agreement’s terms and conditions. You further acknowledge that your initials reproduce in 12 pages of this Agreement and your signature reproduce in 2 pages, constitutes your signature (hereafter referred to as ʺE- Signatureʺ), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and NetClaim Solutions MSO. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in accessing NetClaim Solutions MSO applications or services constitutes your agreement to be bound by the terms and conditions of this Agreement as they exist on the date of your E-Signature. All parties agree to use electronic signatures and agree to be subject to the provisions of the U.S. E-SIGN Act.1

This Terms of this Agreement (ʺAgreementʺ) is entered into as of the date first written above (ʺEffective Dateʺ) by and between NetClaim Solutions MSO and its affiliates (ʺNetClaim,ʺ “we,” “us,” and “our”) and Customer (ʺCustomer,ʺ “you,” and “your”) individually, a “Party” and collectively the “Parties”). These Terms of Service may change without notice. The most current version of the Terms of Service shall always be available via the NetClaim Solutions website. Please review these terms of service periodically.

RECITALS

WHEREAS, NetClaim Solutions is a software, software as a service, and service provider that offers access to, and use of, certain health information applications and related services; including healthcare clearinghouse services, practice management services, electronic medical record and documents processing services (ʺNetClaim Solutions Servicesʺ); and implementation support to initiate such access and use.

WHEREAS, Customer wants to access and use the NetClaim Solutions Services under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, Customer and NetClaim Solutions agree to the foregoing and as follows:

TERMS AND CONDITIONS

Section 1: Definitions

1.1 A Person is an “Affiliate” of a second Person if, directly or indirectly (whether through a chain of ownership or otherwise), either (i) the first Person owns or controls a majority of the equity or voting interests in the second Person, (ii) the second Person owns or controls a majority of the equity or voting interests in the first Person, or (iii) a majority of the equity or voting interests in both the first Person and the second Person are owned or controlled by the same Person(s).

1.2 “Ancillary Document” means any document involving a Product transaction between NetClaim Solutions and Customer that becomes effective hereof. Such documents may include Product orders, invoices, confirmations, exhibits, schedules, addendum or similar documents confirming supplementary information (e.g., Product identification; quantity; pricing; shipment information; installation, training or other project.

1.3 “Authorized User” is a Person under the control of the Customer who is granted access by NetClaim Solutions or the Customer to NetClaim Solutions Products. An Authorized User is subject to all terms and conditions of this Agreement.

1.4 “Customer” refers to any healthcare provider, institution, company or organization that acquires the Services.

1.5 “Effective Date” means the Effective Date first written above.

1.6 “Force Majeure” means any cause or circumstance beyond the parties’ control, (such as, but not limited to, acts of God, changes in government regulations, acts of governmental bodies or their employees or agents, weather, strikes, lockouts, boycotts, and inability to secure labor or any material specified or reasonably necessary in connection with property through ordinary business channels, fire, unusual delays in transportation, unavoidable casualties, etc.)

1.7 “Hardware” means computer-related tangible personal property such as computers, monitors, terminals, storage devices, connectivity devices, printers, etc.

1.8 “License” means the right to access and use NetClaim Solutions Services granted under the terms and conditions in this Agreement to Authorized Users.

1.9 “Notice” means a notice given in accordance with this Agreement.

1.10 “Operational” means the function of a Product without material deviation from its Specifications or the manufacturer’s most recently published user documentation for such Product.

1.11 “Party” means either NetClaim Solutions or Customer.

1.12 “Period” means the calendar period (monthly, quarterly or annually) corresponding to the frequency of payments in respect of a recurring charge.

1.13 “Person” means a natural person, or a private or governmental entity of any kind.

1.14 “PHI” means personal health information as define in 45 CFR 160.103.

1.15 “Service” means any service, assistance, or use of a resource provided by NetClaim Solutions to Customer.

1.16 “Product” means the specific NetClaim Solutions Service provided and other corporate services related to the service to which Customer is being granted access under this Agreement.

1.17 “Specifications” means the specifications for a Product as published by its manufacturer from time to time.

Section 2: NetClaim Solutions Obligations

2.1 NetClaim Solutions License Grant. NetClaim Solutions hereby grants Customer a limited, revocable, non- exclusive, non- transferable worldwide right to use NetClaim Solutions-owned Product described on the attached Schedule(s). Use of NetClaim Solutions Products is limited to Customer’s Authorized Users in accordance with this Agreement for the period ending on the earlier of (i) the termination of this Agreement, or (ii) the expiration of any extended term applicable to such Product pursuant to the attached Schedule(s). Subject to the terms of this Agreement, Customer grants to NetClaim Solutions the non-exclusive, worldwide, right to use, copy, store, transmit and display Customer Data to the maximum extent permitted by applicable law.

2.2 Licensing. Product made available to Customer by NetClaim Solutions is licensed, not sold. Where a Software package not owned by NetClaim Solutions is required for the proper operation of any Product acquired by Customer, Customer is solely responsible for obtaining the right to use such Software package. Adverse consequences, if any, to Customer or Product performance occasioned by Customer’s failure to lawfully obtain use rights to any such required Software is Customer’s sole responsibility.

2.3 Password. NetClaim Solutions Products are login and password restricted to Authorized Users only. NetClaim Solutions allows Customer’s Authorized Users to change their passwords. Customer shall be solely responsible for maintaining the confidentiality of their logins and passwords for each Product. Customer agrees to notify NetClaim Solutions immediately of any unauthorized used of a login and password. Customer is solely responsible for all activities that occur under their login and passwords including but not limited to, true, accurate, current and complete input of patient's data pursuant to local and federal laws; effective compliance of all requirements of the Health Insurance Portability and Accountability Act (¨HIPAA¨), principally the protection of personal health information (ʺPHIʺ as defined by HIPAA); and access privileges which by law should be restricted to personnel with mandatory certifications, licenses or credentials. Customer agree that you accept all responsibility and to be bound by any and all activities, recorded patient's data and interactions that occur under Customer’s passwords and login account(s), whether or not authorized by Customer. Customer agrees to ensure that Customer or their authorized personnel exit from your account at the end of each session. NetClaim Solutions will not be liable for any loss or damage arising from your failure to comply with this Section.

2.4 Delivery. Certain NetClaim Solutions Product is delivered solely over the digital or the World Wide Web. Customer uses them at their own risk. When accessing NetClaim Solutions services, Customer is responsible for the proper functioning of their connection to the web and telephone service or signal.

2.5 Technical requirements. The minimum technical requirements for all NetClaim Solutions Products shall be determined by NetClaim Solutions. Customer is solely responsible for meeting the minimum technical requirements corresponding to the Product’s Specifications and that are otherwise suitable for the Product’s configuration and operation. Without limiting the generality of the foregoing, the physical site for the Product selected by Customer shall be suitable as to the availability of electrical power, cabling, connectivity devices, internet services and Hardware. Software and supplies not included with the Product but required for its configuration, operation or use are the responsibility of the Customer. Refer to the NetClaim Solutions Technical Specifications document for the specific requirements recommended for the Product. If required, the Product shall be configured by NetClaim Solutions at Customer’s site at a time that is mutually agreeable to the Parties.

2.6 Training. NetClaim Solutions shall perform training and system configuration. The hours of training and configuration are set forth in the Schedule(s).

2.7 System Availability. NetClaim Solutions is set up to and endeavors to provide Product access on a twenty four (24) hours per day, seven (7) days a week basis. However, NetClaim Solutions does not and indeed cannot guarantee availability of the services during periods of power or telephone services outages, server crashes or breakdowns, internet spam and virus attacks or events beyond its control, whether due to man-made conditions, attacks, accidents, natural disasters or weather- related emergencies or any other events of service interruption or termination whether due to human error or equipment failure.

2.8 Customizations. NetClaim Solutions may customize the Product(s) upon request from Customer. NetClaim Solutions retains ownership of the custom developed portion of the Product(s) and Customer shall not be entitled to any royalties generated by NetClaim Solutions from the custom developed portion or the Product(s).

Section 3: Customer Obligations

3.1 Customer’s Representations. Customer represents and warrants that (i) Customer is an entity duly organized, validly existing and in good standing in the jurisdiction of its organization and every other jurisdiction where any Product and/or Services is to be located and/or used; (ii) Customer has obtained all approvals, permits or other authorizations required for Customer to enter into and perform its obligations under this Agreement hereby; (iii) the purchase of any Product and/ or Service contemplated hereby does not violate or conflict with any law, regulation, decree, order, judgment, contract, agreement, or other document applicable to Customer or its properties; and (iv) all financial statements and other information provided by Customer to NetClaim Solutions are true, accurate and complete in all material respects.

3.2 Acceptance: By installing, copying, accessing or otherwise using the NetClaim Solutions Products and/or Services, you agree to be bound by the terms and conditions of this Agreement. If Customer does not agree to these terms and conditions, do not install, copy, access or use the NetClaim Solutions Products and/or Services.

3.3 Customer Responsibilities. Customer is solely responsible for each of the following: (1) the suitability of a Product for Customer’s purposes and intended use, (2) the use and operation of a Product in accordance with the NetClaim Solutions Technical Specifications document, (3) the use of a Product’s operational results; (4) all data input into any Product, either directly or through the use of third party solutions, and (5) the use and operation of a Product in accordance with applicable law.

3.4 Waiver: Customer is responsible for any activity that occurs from the use of the accounts used by the Customer. The Customer has the obligation to: (1) Notify NetClaim Solutions immediately of any unauthorized use of any password or account or any other security violations, (2) Notify NetClaim Solutions immediately and to perform reasonable efforts to detain immediately any reproductions or distributions of the content, (3) not pretend to be or take the identity of another user or customer of NetClaim Solutions, or use the false identity to gain access to the Product.

3.5 Customer’s use rights pursuant to this license are subject to the following limitations and Customer obligations:

a) Customer has a right to NetClaim Solutions Products and/or Services only in object code format.

b) Customer may simultaneously access and use NetClaim Solutions Products and/or Services on that number of Authorized Users.

c) Customer may use NetClaim Solutions Products and/or Services licensed hereunder only for Customer’s own internal purposes to manipulate Customer’s own data. Customer shall not use NetClaim Solutions Products and/or Services to perform any data or information processing services for any third party in return for a fee or other pecuniary benefit of any kind.

d) Customer shall not copy NetClaim Solutions Products and/or Services for any reason or commercially exploit NetClaim Solutions Products and/or Services or create Internet “links” to the Product or “frame” or “mirror” any content contained in, or accessible from, the product on any other server, wireless or Internet-based device.

e) Customer shall not re-license, sublicense, sell, resell, assign, give access, make available or otherwise transfer or distribute to any other Person all or any part of any NetClaim Solutions Products and/or Services, or any right, title or interest therein of any kind.

f) Customer agrees not to modify, reverse engineer, disassemble, decompile, make derivative works or access the Product in order to build a competitive product or build a product using or copying similar ideas, features, functions or graphics based on NetClaim Solutions Products and/or Services, or any portion thereof.

g) Upon termination Customer shall destroy or return to NetClaim Solutions all user manuals or other documentation in respect of such Product and/ or Services.

h) Customer acknowledges that it obtains no right, title, or interest in or to any NetClaim Solutions copyright, trademark, patent, or other proprietary right relating to the Products and/or Services, and agrees not to remove, alter, cover or obscure any copyright, patent, trademark or other proprietary rights Notice on any Products and/or Services or any portion thereof.

i) Customer will be solely responsible for the precision, quality, integrity, legality, reliability, adequate content and copyright of his own data. Customer is responsible for any and all activities that occur under Customer's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Product and/or Services. Customer shall assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data.

j) Customer shall: (i) Notify NetClaim Solutions immediately of the unauthorized possession, use or knowledge of any NetClaim Solutions Products and/or Services, materials, other items or confidential information or trade secrets supplied or made available to Customer under this Agreement, by a person or organization not authorized by this Agreement to have such possession, use, or knowledge; (ii) assist in correcting any such unauthorized possession, use, or knowledge; and (iii) cooperate with NetClaim Solutions in any litigation against third parties deemed necessary by NetClaim Solutions to protect its proprietary rights.

Section 4: Intellectual Property

4.1 Confidentiality and Proprietary Rights. Except as provided in this Section, information exchanged between the Parties shall be considered confidential unless both Parties agree otherwise in writing. Each Party shall keep confidential all terms, conditions or other provisions of this Agreement. Customer acknowledges and agrees as follow:

a) The owner of each item of Intellectual Property embodied in any Product or Service component shall possess and retain title in and to each Product and its component parts, including without limitation all Intellectual Property embodied in (i) all Product and/or Services code and documentation, (ii) all manuals or user information, (iii) the design and format of the input and output screens, graphical user interface, and printable forms, reports and other hard copy output incorporated in or generated by the Product and/or Services, and (iv) all additions, enhancements, revisions, updates, customizations or other modifications to the Product or any part thereof, regardless of any fee or charge paid by Customer to NetClaim Solutions in respect of the Product or the design, creation or use thereof. Customer shall not cause or permit removal or alteration in any way of any Notice, legend or symbol denoting any copyright, trademark, patent or other proprietary right or interest of the Intellectual Property owner appearing on any input or output screen or hard copy output incorporated in or generated by the Product, or any documentation, manuals, brochures,or other written or printed materials of any kind related to the Product.

b) Each item of Intellectual Property embodied in a Product or any component thereof constitutes valuable proprietary information and trade secrets of the owner of such Intellectual Property. Customer shall not disclose (nor permit any Customer employee, independent contractor, agent, or other person under its authority or control, to disclose) to any Person, or allow any Person access to, any such proprietary information or trade secrets in whole or in part; provided, however, use of the Product in accordance with the terms and conditions of this Agreement shall be permitted by employees of Customer in the ordinary course and scope of their employment by Customer. Customer shall not cause or permit any Product and/ or Service to be reverse engineered, decompiled, or disassembled in whole or in part. Customer shall not cause or permit the Product and/ or Service, documentation, or other information related to the Product to be copied or reproduced in any form or medium, in whole or in part. Customer shall take such actions to preserve and protect NetClaim Solutions’s proprietary rights and interest of confidentiality in and with respect to the Products which are, at a minimum, commensurate with those actions taken by Customer to preserve and protect its most valuable trade secrets or other proprietary of confidential information.

c) Customer’s confidentiality obligations hereunder do not apply to any information which (i) was lawfully and rightfully in Customer’s possession at the time of disclosure and was not acquired directly or indirectly from Inmedita, (ii) was lawfully and rightfully acquired by Customer from others who acquired it by proper means and had no confidentiality obligation to NetClaim Solutions with respect to same, or (iii) is now, or hereafter becomes, through no fault of Customer, part of the public domain by publication or otherwise.

d) Customer has no right to use any Product and/or Service or any part thereof except as specifically granted under the license referred to in this Section 3 hereof.

e) Neither party shall infringe upon or otherwise make use of any trademark, service mark, trade name, or similar right or interest of the other Party.

NetClaim Solutions retains ownership of any custom developed portion of the Customer’s license for Products.

Section 5: Fees and Payments

5.1 Charges. Product charges shall be as set forth in the Schedule(s). In the absence of such a document, NetClaim Solutions’s then current standard list of charges shall apply. Unless otherwise expressly provided by this Agreement, and regardless of the terms of any lease, license or Service arrangement pursuant hereto, Product charges may be increased at any time in NetClaim Solutions’s sole discretion upon thirty (30) days prior written Notice to Customer. Taxes (as set forth below) are in addition to all other Product charges.

5.2 Credit/Debit Authorization. Customer gives NetClaim Solutions and its representative express authorization to charge their credit/ debit card for the purposes detailed in this Agreement and for the fees detailed in the Schedule(s). Customer understands that the Credit/Debit Authorization form constitutes a legally binding contract and that by affixing its signature to the Credit/Debit Authorization form, Customer will be held responsible for all agreed upon (as stated above) charges as well as any and all collection and legal fees. The authorization give hereby is for the sole purpose of this Agreement.

5.3 Payment. The payment structure for the Product and/or Services is described as follows:
(a) One-time charges are due and payable at the signing this Agreement. If monthly recurring charges apply, they are due on the fifteenth day (15th) of the month to which such charge relates, beginning on the month of the effective date of the agreement and continuing each month thereafter. Recurring charges may be prorated for partial Periods.
(b) In the event that NetClaim Solutions cannot offer configuration and training within 15 days of the Effective Date of the Agreement, NetClaim Solutions will postpone the 1st billing until the configuration and training begins.
(c) All charges are due and payable as set forth above regardless of whether or not NetClaim Solutions invoices Customer for such charges. In the event of a delinquency in the payment when due of any amount owing NetClaim Solutions under this Agreement, so long as such delinquency remains outstanding in whole or in part, interest on the delinquent amount may accrue at the rate of one and one- half percent (1.5%) per month (or, if less, the highest rate permitted by applicable law). All accumulated delinquency interest shall be due and payable on demand, and in the absence of demand, on the first day of each calendar month. The accumulation and collection of delinquency interest shall not constitute a cure of the continuing breach of this Agreement constituted by such delinquency, nor a waiver of any other right or remedy in respect of such breach available to NetClaim Solutions under this Agreement, at law, or in equity.

5.4 Taxes. All sales use or other taxes or governmental fees or levies related to a transaction (other than taxes based upon NetClaim Solutions’s income) shall be the sole responsibility of Customer. If a certificate of exemption or similar document or proceeding is to be made in order to exempt the transaction from any tax liability, Customer shall obtain such certificate, documents, and/or initiate such proceeding at Customer’s sole cost and expense and provide such certificate to NetClaim Solutions.

Section 6: Term and Termination

6.1 Term and Termination. This Agreement shall commence upon the Effective Date and continue until terminated as provided below. This Agreement shall terminate upon the first to occur of the following: (1) in the case of a breach of this Agreement which remains uncured thirty (30) days after Notice of breach was given to the Party in breach, the non- breaching Party may terminate this Agreement immediately upon written Notice to the Party in breach; (2) either party in its sole discretion (for any or no reason whatsoever) may terminate this Agreement upon ninety (90) days of Notice of termination to the other Party. Termination of the service will not alter obligation to pay all charges pending in the Customer billing account or during the notice period.

6.2 Following termination of the Agreement and upon request by customer, NetClaim Solutions will make available to Customer an electronic file, in a form and format agreed to between Customer and NetClaim Solutions, of PHI belonging to Customer. After the return of PHI data, NetClaim Solutions shall have no obligation to maintain or provide any PHI.

6.3 In the event that NetClaim Solutions determines that returning or destroying the PHI is infeasible, NetClaim Solutions shall provide to Customer notification of the conditions that make return or destruction infeasible. If the return or destruction of PHI is infeasible, NetClaim Solutions 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 so long as NetClaim Solutions maintains such PHI. NetClaim Solutions shall have no obligation to maintain or forward any Customer data.

Section 7: Warranties and Liabilities

7.1 Warranty of Noninfringement. NetClaim Solutions warrants that, the Product shall not infringe the patent rights or copyrights of any other Person. This warranty shall not apply to any infringement resulting from either: (1) operation or use of the Product with Hardware, Software or equipment not provided by NetClaim Solutions; (2) operation or use of the Product other than in accordance with the Specifications therefore; or (3) alteration or modification of the Product by Customer or any other Person other than NetClaim Solutions.

7.2 Warranty Disclaimer. Except as provided in Section 6.1 above, or except to the extent a warranty of a manufacturer other than NetClaim Solutions may apply, ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NETCLAIM SOLUTIONS EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA INTEGRITY, ERROR-FREE OPERATION, OR UNINTERRUPTED SERVICE.

7.3 Customer represents and warrants that it is a sophisticated user and acknowledge and agree that the allocations of risks in this Agreement is reflected in the Product and/or Services license fees, that NetClaim Solutions is unable to test the Product and/or Services under all possible circumstances, and that the allocation of risks under this Agreement is reasonable and appropriate under the circumstances.

7.4 Limitation of Remedies. Notwithstanding any other provisions of this Agreement, Customer’s exclusive remedy in respect of or related (directly or indirectly) in any way to the Product (including without limitation the design, use, suitability, performance, features, characteristics or other aspects thereof, whether or not covered by any warranty) shall be for NetClaim Solutions, at its option, to either: (1) repair or correct the non-conformity within a reasonable time; (2) replace the Product in question with an identical but operational product; (3) replace the Product in question with a different Product whose functionality is substantially the same as the Product being replaced; or (4) refund to Customer all charges in respect of the Product previously paid by Customer to NetClaim Solutions.

7.5 Third party information: NetClaim Solutions provides certain third party health care information in its products including without limitation AMA CPT® codes, National Drug Codes, International Classification of Disease (ICD) Codes, National Correct Coding, and secondary sources of literature on medical conditions, their diagnosis and treatment. NetClaim Solutions can in no way guarantee the accuracy or the validity of the information or conclusions provided in these sources. NetClaim Solutions is not engaged in rendering medical diagnosis. Customer agrees to not hold NetClaim Solutions liable for any decisions, actions, diagnosis, medical advice, treatment or results. NetClaim Solutions bears neither liability nor responsibility for the outcomes to either patients, physicians, nor other medical professionals nor institutions that may result from use of the information or medical literature materials related to the Products. Customer agree to be responsible for observing all copyright rules and regulations in using this third party information and agrees to indemnify and hold NetClaim Solutions and all of its authorized agents and affiliates and their respective employees, officers and directors harmless for all liability, losses costs and claims, including attorney’s fees, in any third party litigation concerning copyright infringement.

7.6 Limitation of Damages. If, notwithstanding the provisions of this Agreement to the contrary, a court of competent jurisdiction determines that Customer is entitled to damages in respect of any claim by Customer arising under this Agreement, the total amount of such damages shall be limited as follows: (1) if such damages are in respect to the performance or nonperformance of any Product, the amount of such damages shall not exceed the aggregate amount of all charges in respect of such Product that (prior to the date as of which the damages are determined) were paid by Customer to NetClaim Solutions; or (2) if such damages are in respect of any other breach to this Agreement by NetClaim Solutions (other than a breach of the warranty of non-infringement set forth in Section 6.1), the amount of such damages shall not exceed the aggregate amount of all charges which, prior to the date as of which such damages are determined, were paid by Customer to Vendor in respect of this Agreement. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL NETCLAIM SOLUTIONS HAVE ANY LIABILITY FOR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS), PUNITIVE DAMAGES, EXEMPLARY DAMAGES, OR OTHER SPECIAL DAMAGES OF ANY KIND.

7.7 Indemnification of NetClaim Solutions. Except as expressly provided by Section 6.1 hereof, Customer agrees to indemnify, defend and hold harmless NetClaim Solutions and its Affiliates, and their respective shareholders, directors, officers, employees, agents and other representatives from and against any damage, loss, expense or other liability arising, directly or indirectly, out of either: (1) any claim by any Person other than Customer involving or related to any development or use of any Product by Customer (regardless of any flaw or defect of any kind in the Product, and regardless of any wrongful act or omission or other fault attributable to any of the above named indemnities), or (2) any breach of any of Customer’s obligations under this Agreement.

Section 8: Disputes

8.1 Dispute Resolution. The Parties will work together in good faith to resolve any dispute or alleged breach of this Agreement within a reasonable period of time by using a mutually agreed alternative dispute resolution technique prior to resorting to litigation. This provision does not apply to actions by either Party that are the subject of immediate termination under this Agreement or to disputes involving fraud or breach of the requirements of Sections 2 and 3 of this Agreement, in which case a Party will be free to seek available remedies in any appropriate forum at any time. This provision is not, and shall not be construed as, an arbitration provision.

8.2 Jurisdiction and Venue. The Parties agree that any action or proceeding arising out of or related to this Agreement shall be instituted only in the first instance court in the city of San Juan of the Commonwealth of Puerto

8.3 Rico. Each Party consents and submits to the jurisdiction of such court and agrees that venue therein shall be proper and convenient. In any such action or proceeding in such court, each Party waives any right to raise any objection based upon improper venue, lack of jurisdiction, or inconvenient forum. In connection with any such action or proceeding, each Party consent to personal jurisdiction of such court and agrees service of process may be affected by United States mail.

8.4 Limitation of Actions. Except as set forth below, neither Party shall bring any action or institute any proceeding related, directly or indirectly, to this Agreement more than two years after the Party initiating the action or proceeding knew (or reasonably should have known) of the essential facts giving rise to the underlying cause of action.

8.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico.

Section 9: Other Services

9.1 NetClaim Solutions may, at Customer’s request, perform training, consulting, programming or other Services for Customer from time to time. The nature and scope of such Services shall be set forth in reasonable detail in an Ancillary Document. Except as otherwise provided in an Ancillary Document, the following shall apply:

9.2 All work performed in rendering the Services (including without limitation time reasonably spent by NetClaim Solutions personnel in formulating the scope document referred to above) may be charged in accordance with NetClaim Solutions’s then current hourly labor rate schedule. Billable time may be rounded up to the nearest half hour and may include portal to portal travel time of NetClaim Solutions personnel providing the Services. Customizations to NetClaim Solutions Products, at Customer request, or new developed modules will be billed at an agreed upon fee. All customizations ownership shall belong to NetClaim Solutions. In addition, NetClaim Solutions may be reimbursed by Customer for the cost of all parts, materials, supplies, and other consumables related to the Services, as well as all other out-of- pocket expenses related to the Services such as travel expenses.

9.3 With respect to those Services that are performed at Customer’s site, during the period of such performance Customer shall make available to NetClaim Solutions’s personnel providing such Services suitable office, work, and storage space, and appropriate working environment, access to Hardware as necessary, and reasonable use of telephones and other standard office amenities.

Section 10: Miscellaneous

10.1 If NetClaim Solutions changes this Agreement Terms and Conditions, NetClaim Solutions will post those changes prominently. Customer continued use of the Product and Services following the posting of changes to these terms will mean Customer accepts those changes. Changes to this Agreement will become effective immediately upon posting on the NetClaim Solutions website and shall supersede all prior versions of the Terms and Conditions unless otherwise noted.

10.2 In the event of a conflict between any of these Agreement clauses, or between two or more Schedules, the provision determined to best reflect the intent of the Parties shall control.

10.3 Forces Majeure. All periods of time specified for performance of obligations (other than monetary payment obligations) by either party hereunder shall be subject to an extension for a period of time equal to any delay caused by Forces Majeure. Following the occurrence of any Force Majeure, the performance affected thereby shall be extended to a number of days equal to the period of such delay.

10.4 Notices. All Notices, requests, demands, or other communications directed to a Party shall be in writing, and shall be personally delivered or sent by certified (return receipt requested) or registered mail, postage prepaid, to such Party’s address specified below such Party’s signature hereon, or to such other address as such Party may hereafter specify in a Notice to the other Party.

10.5 No Waivers. The failure of either Party hereto to insist upon strict performance of any of the terms or condition of this Agreement shall not be deemed to be a waiver of any rights or remedies of such Party in respect of any other provision hereof or in respect of any subsequent breach or default under such term or condition.

10.6 Effect of Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their successors and permitted assigns.

10.7 Entire Agreement. This Agreement (including without limitation subsequently effective Schedules) constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior agreements or arrangements between the Parties, whether oral or written.

10.8 Relationship of Parties. The Parties agree that, in performing any and all Services, the Customer is an independent contractor. NetClaim Solutions assumes no liability or responsibility for obligations of Customer in respect of its customers or any other Person. Nothing in this Agreement shall be construed to make NetClaim Solutions a partner, joint venturer or employee of the other Party. Nothing in this Agreement shall be construed to make Vendor responsible for complying with any disclosure, reporting or other requirement of the other Party’s business or operations.

10.9 Business Associate: Current Federal Guidelines, as stated by the United States Department of Health and Human Services, and outlined within the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) regulations, allow for the assignment and recognition of a “Business Associate” relationship, between two organizations, where as one of the organizations is able to perform certain functions and services for the other organization, as required by federal and state regulations, so as to facilitate compliance with said regulations. Considering the Business Associate relationship between the Parties a Business Associate Agreement shall be executed between the parties.

10.10 Non-solicitation. During the term of the Agreement and for six (6) months after any termination or expiration of the Agreement, neither party shall, alone or in association with others, solicit any employee or contractor of the other party (or its subsidiaries) to terminate its employment or contracting relationship with the other party or its subsidiaries. Nothing herein shall preclude either party from hiring employees or contractors of the other party (or its subsidiaries) to the extent such employees or contractors respond, without any solicitation by or on behalf of the hiring party, to advertisements or job openings published or otherwise made generally available to the public by the hiring party.

10.11 Assignment; Subcontracting. NetClaim Solutions may assign this Agreement or any rights or obligations under the Agreement to a third party to which it sells all or substantially all of its assets. Customer may not assign the Agreement or any rights or obligations hereunder without the prior written consent of NetClaim Solutions, which consent shall not be unreasonably withheld or delayed; any such assignment without the prior consent of NetClaim Solutions shall be void. NetClaim Solutions may use subcontractors to perform Service (or portions thereof); provided, however, that such subcontracting shall not relieve NetClaim Solutions from responsibility for performance of its duties hereunder.

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS CAREFULLY READ THIS LICENSE AGREEMENT IN ITS ENTIRETY, HAS HAD THE OPPORTUNITY TO CONSULT WITH ATTORNEYS AND OTHER ADVISORS CONCERNING THIS AGREEMENT, AND INTENDS TO BE LEGALLY BOUND THE TERMS AND CONDITIONS SET FORTH BELOW.