Terms of Use

1) Acceptance of the Terms of Use

VALUE BASED TECHNOLOGIES LLC (which these policies refer to as “Company”, “we”, “us” or “our”) provides payment software for Medicare Accountable Care Organizations. These Terms of Use govern and apply to all persons who access or use (referred to as “User”, “you” or “your”) our website www.valuebasedtech.com (the “Website”). Any software or other services or products offered through the Website (collectively referred to as the “Services”), shall be subject to their own additional terms and conditions.

Please read our Terms of Use, and Privacy Policy before using the Website. By accessing or otherwise using the Website, you acknowledge you have read these Terms of Use, and Privacy Policy, that you understand them, and agree to be bound and abide by them, together with any policies they expressly incorporate by reference (collectively the “Terms”). If you do not agree to all of the Terms, you must not access or use the Website.

You must be at least 13 years of age or older, to use the Website. By using the Website, you represent and warrant that you are 13 years of age or older. If you do not meet these requirements, you must not access or use the Website. If you allow any minors under the age of 13 to access or use the Website, you shall be solely responsible for their uses of the Website, and you (or your legal parent or guardian, as applicable) shall indemnify us against any losses, claims or damages that may result.

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION, ON AN INDIVIDUAL BASIS, TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE REVIEW THE DISPUTE RESOLUTION DETAILS IN SECTION 15 BELOW.

2) Additional Policies (Important)

Privacy Policy: Our Privacy Policy explains our practices for collecting and using information. All information we collect through the Website is subject to and governed by our Privacy Policy, which is incorporated into this document by this reference. By accessing the Website, you agree to be bound by the Privacy Policy, and consent to all actions taken by us relating to your information pursuant to the Privacy Policy.

3) Changes to Our Policies & Website

Changes to Policies: We may revise and update these Terms from time to time in our sole discretion. We shall notify you when such changes are made, and all changes are effective immediately when we post them. Any changes to the Dispute Resolution provisions will not apply to any disputes for which the parties have actual notice prior to the date the change is posted. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes. You are expected to check the Terms page from time to time so you are aware of any changes, as they are binding on you.

Changes to Website: We reserve the right to withdraw or amend the Website, and any services, products or materials we provide or offer through the Website, in our sole discretion without notice. We may discontinue some or all of the Website, or any features, functionality or platforms, at any time. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or all of the Website, to users. We may update content on the Website from time to time, but any of the content on the Website may be out of date at any given time, and we are under no obligation to update such content.

4) Access to Website

Availability: The Website may be interrupted from time to time, for maintenance, repairs, upgrades, or network or equipment failures.

Access & Data Plan: You are responsible for obtaining all necessary devices, and data connections for using the Website, for making all arrangements necessary for you to have an Internet connection, and access to the Website, and for all fees, taxes, or carrier data plans, associated with your use of the Website. We do not provide any such services or devices.

Third-Party Access: If any other person accesses the Website through your Internet connection, you are responsible for ensuring that all such persons are aware of these Terms and comply with them.

5) Authorized & Prohibited Uses

Authorized & Non-Commercial Uses: You agree to use the Website only for the purpose of seeking or inquiring about payment software for Medicare Accountable Care Organizations. You may use the Website only for lawful, authorized, and acceptable purposes, and in accordance with these Terms. These Terms permit you to use the Website for your personal, non-commercial use only. You must not access or use for any commercial purposes any part of the Website or materials available through the Website.

Unauthorized & Prohibited Uses: You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export or trade of data or software to and from the US or other countries).

• In any way that violates, misappropriates, or infringes the rights of the Company, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights.

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “bulk messaging,” “auto-messaging,” “spam” or any other similar solicitation.

• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company, or users of the Website, or expose them to liability.

• In any manner that is fraudulent or illegal, or that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

Harm to Website: Additionally, you agree not to:

• Use any device, software or routine, or otherwise use the Website in any manner, that could disable, overburden, damage, interfere, impair or disrupt any part of the Website, or interfere with any other party’s use of the Website.

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.

• Use any robot, spider or other automatic device, process or means to access, retrieve, crawl, scrape, or otherwise index, any portion of the Website for any purpose, including but not limited to posted items, user profiles, names, addresses or photos.

• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

• Collect the information of or about our users in any impermissible, unauthorized or prohibited manner.

• Implement or introduce any viruses, trojan horses, worms, logic bombs, denial-of-service attacks, distributed denial-of-service attacks, or other material that is malicious or technologically harmful.

• Otherwise attempt to interfere with the proper working of the Website in any way.

6) Intellectual Property Rights & Ownership

Intellectual Property Ownership: The Website and its entire contents, features and functionality (including but not limited to all information, text, displays, documents, images, illustrations, photographs, graphics, domains, logos, slogans, video, audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other respective providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws (“Intellectual Property”). You may not use any such Intellectual Property without our express authorization, and in accordance with these Terms.

Trademarks: The Company name, and all related names, logos, product and service names, designs and slogans (“trademarks”) are trademarks of the Company or its affiliates or licensors. You must not use such trademarks without the prior written permission of the Company. All other trademarks appearing on the Website are the trademarks of their respective owners.

License: We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Website in accordance with these Terms. This license is for the sole purpose of allowing you to access or use the Website as authorized, and no other rights or licenses are granted by implication or otherwise.

Prohibited Uses: You must not reproduce, distribute, modify, create derivative works of, reverse engineer, decompile, alter, publicly display or perform, republish, download, store, extract, sell, resell, rent or transmit any Intellectual Property, or other material on the Website. You must not delete or alter any copyright, trademark or other proprietary rights notices on the Website.

Infringement: If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in the Website or any content on the Website is transferred to you, and all rights not expressly granted in these Terms are reserved by the Company. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

7) Reliance on Information Posted

General Purposes: The information we present on or through the Website is for general informational purposes only, and any referenced resources may change from time to time. We do not warrant the accuracy, completeness or usefulness of such information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, any other Users, or anyone who may be informed of any of its contents.

8) Integrations with Third Party Services & Policies

Third-Party Policies: We may integrate or connect other third-party services, products or content, to work in connection with the Website (such as data transfer, social sharing or cloud storage). Please be advised that when you access or use third-party services, those services are governed by the third party’s terms of use and policies.

Third-Party Links: If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in resource pages, banner advertisements, and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

9) Linking to the Website & Social Media Features

Linking: You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. However, you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. Further, the website from which you are linking, or on which you make certain content accessible, must comply in all respects with the general terms and standards set out in these Terms. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.

• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in- line linking, on any other site.

• Otherwise take any action with respect to materials on the Website that are inconsistent with any of these Terms.

Removal: You agree to cooperate with us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice, and may disable any features and links at any time without notice.

10) Disclaimers of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data.

YOU UNDERSTAND THAT YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY MATERIALS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES, MATERIALS OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPLICITLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

WE ARE NOT RESPONSIBLE FOR CONTROLLING AND DO NOT CONTROL, HOW USERS USE THE WEBSITE, OR THE ACTIONS OR INFORMATION OF THIRD PARTIES. YOU HEREBY RELEASE THE COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING ATTORNEYS’ FEES) YOU MAY HAVE THAT ARISE OUT OF OR RELATE TO SUCH USERS OR THIRD PARTIES. BY THIS RELEASE, YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR APPLICABLE LAW OF ANY OTHER JURISDICTION, WHICH STATES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL, DUE TO YOUR USE OF THE WEBSITE, ITEMS OBTAINED THROUGH THE WEBSITE, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.

11) Limitation of Liability

THE COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES, MATERIALS OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER SERVICES.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100). THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12) Indemnification

You agree to indemnify, defend and hold harmless the Company, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable costs and attorneys’ fees) arising out of or relating to: (a) the violation of these Terms by you or anyone using your account; (b) your use or misuse of, or access to the VALUE BASED TECHNOLOGIES LLC: Terms of Use 5 Website, including, but not limited to, your use of any information obtained from the Website; (c) your interaction with any users; and (d) any other uses other than as expressly authorized in these Terms.

13) Governing Law & Jurisdiction

All matters relating to the Website and these Terms, and any dispute or claim arising therefrom or related thereto (including non- contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California in the United States of America, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms or the Website shall be instituted exclusively in the federal courts, state courts or arbitration forums, in the State of California, County of San Diego. However, we reserve the right to bring any suit, action or proceeding against you for breach of these Terms in your country and county of residence or any other relevant country or county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14) Geographic Restrictions

The owner of the Website is based in the state of California in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. The Website not intended for use in any country where such use would violate local law or would subject the Company to the laws or regulations of another country. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. We reserve the right to limit the Website in any country.

You agree to not use the Website if you are located in a restricted country, if you are listed on any US or non-US restricted-parties list, or for any reason prohibited by export and trade laws, and you agree not to disguise your location through IP proxy or other methods. You agree to not, directly or indirectly, export, provide or otherwise transfer the Website to any individual, entity prohibited by export and trade laws, to anyone on US or non-US government restricted parties’ lists, or for any purposes prohibited by export and trade laws, including nuclear, chemical or biological weapons, or missile technologies without the required government authorizations.

15) Dispute Resolution

Arbitration: For any dispute between you and the Company, arising from the use of these Terms or the Website (including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, and your right to privacy or publicity), you agree to first contact the Company and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve the dispute informally, the Company may, at its sole discretion, require users located in the United States to submit any disputes to final and binding arbitration in the State of California, County of San Diego, under the Rules of Arbitration of the American Arbitration Association, applying California law. Nothing in this Section shall prevent either party from seeking injunctive or equitable relief from the courts for matters related to intellectual property rights or unauthorized access to the Website. ALL SUCH USERS AGREE TO WAIVE THE RIGHT TO TRIAL, EXCEPT FOR MATTERS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT. YOU MAY REVIEW THE AAA RULES AT WWW.ADR.ORG.

No Class Actions: You agree that you may only bring disputes against the Company on your own behalf, and not on behalf of any other person or entity, or any class of people. You agree not to participate in any class action, class arbitration, or consolidated disputes. In any dispute, neither you nor the Company will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

Limitation On Time To File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16) General Terms

Amendments & Waivers: Any amendment or waiver to our Terms of Use requires our express consent.

Waiver: No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Assignment: You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

Severability: If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary, such that the remaining provisions of the Terms of Use shall be unaffected and will continue in full force and effect.

Transferability: The Company may freely assign any of its rights and obligations under these Terms, to any of its affiliates, or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law, and the Company may transfer your information to any of our affiliates, successor entities, or new owner.

Language: Our Terms are written in English. Any translated version (if any) is provided for your convenience. If any translated version of our Terms conflict with the English version, the English version shall control.

Entire Agreement: The Terms, and all other policies incorporated herein by reference, constitute the sole and entire agreement between you and the Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. If any future Terms are agreed to, such future Terms shall govern.

17) Notices

We may provide any notice to you under these Terms by: (a) sending a message to the email address you provide during registration; or (b) by posting to the Website. Such notices will be effective when the email is sent, or when posted. It is your responsibility to check the Website from time to time, and keep your email address current, so you can stay updated on changes.

To give us notice under these Terms, you must send written notice by personal delivery, overnight courier, or registered or certified mail, to: 864 Grand Avenue, #99, San Diego, CA 92109. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

18) Your Questions & Comments

We always welcome any feedback you may have about VALUE BASED TECHNOLOGIES LLC or our services. All feedback, comments, requests for technical support and other communications relating to the Terms or Website should be directed to: [email protected].

This Website is operated by VALUE BASED TECHNOLOGIES LLC.