JOPARI PORTAL TERMS AND CONDITIONS

These Terms and Conditions are a contract between your business and Jopari Solutions, Inc., (“Jopari”) which establishes the rules that cover your electronic access to the website and the use of Jopari portal services through the website (collectively, the “System”). The System permits Jopari customers (providers, payees, and other customers) to perform bank management and claim/bill payment search and inquiry functions on payer accounts linked to the Jopari Remittance Gateway® or Jopari Adjustor Portal® service through the use of an internet-enabled device.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THEY GOVERN YOUR ACCESS AND USE OF THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ACCEPT THEM IN FULL, AS THEY MAY BE MODIFIED BY JOPARI FROM TIME-TO-TIME AND POSTED ON THIS WEBSITE.

1. General Definitions

As used in this Agreement, the words “we,” “our,” “us,” and “Jopari” mean Jopari Solutions, Inc. “You” and “Your” refer to your provider organization/business and anyone else authorized by that business to exercise control over the business’s banking and claims information through the System (“Users”). Users will be assigned or will create IDs, passwords, and codes to facilitate System usage (collectively, “IDs”). Non-public data and information disclosed is defined as “Confidential Information.” The website includes the information, names, images, logos, pictures, documents, and materials (collectively, “Contents”) and the processing features it provides. “Accounts” means your bank account information given to Jopari and accessed through the “System” or “Website”. “Services” refers to the services provided pursuant to this Agreement. Our “Business Days” are Monday through Friday (holidays not included).

2. Use; User Access; User Information

You may access and use the System subject to the terms and conditions of this Agreement, as revised from time to time at the sole discretion by Jopari. Your access to and use of the System are permitted by Us solely for Your internal use and benefit; any other access or use is strictly prohibited. Access to certain System services may require You to provide Us or certain third parties with additional information. The System will be accessible only to Users that have registered and have been authenticated to use the System. You are responsible for ensuring Users compliance with the Agreement, all acts or omissions by Users, and for any damages incurred as a result thereof. We will disable access by a User within one (1) business day of receiving such a request. We may disable access to the System by a User at any time in Our sole discretion if We have reason to believe that such User has violated the terms of its User Agreements or poses a security risk. If We at any time discover any error or omission in the information provided to us, or You refuse to accept such additional terms and conditions, We may, at Our option, terminate any User’s right to access and use the System.

Contents are included in this Website solely for the use of Website users. Users may copy, distribute, transmit, display, or reproduce only their own claim or payment data, in the form of search returns, EOBs, check images, or data files. You may not copy, modify, distribute, transmit, display, perform, reproduce, transfer, resell, or republish any of the other Contents of this Website without the prior written consent of Jopari, which may be withheld in its sole discretion. This website may only be used for lawful purposes and consistent with the rights of other users and third parties. Without limiting the foregoing, this website shall not be used in a manner that would violate any law or infringe the copyright, trademark, trade secret, right of publicity, right of privacy, or any other rights of others, or for the purpose of transmitting or storing material that is obscene or defamatory. You are prohibited from posting on, or transmitting through this website, any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

You are solely responsible for ensuring that the bank account and other information you provide via the Website is accurate and complete. We verify only that the bank account number you give us is a valid bank account, but we do not verify that it is your account. You agree to indemnify Jopari against, and to release Jopari from, any loss or liability resulting from any inaccurate or incomplete data provided by you or the relevant payer to us via the Website.

You may authorize representatives, whether employees or third parties (“Authorized Users”) to use the Website on your behalf. Your authorization shall be considered by us to be unlimited and will be effective until you revoke such authorization. You are responsible for all acts or omissions that occur while your Authorized User(s) use the Website.

We will not reverse transactions, except as allowed under NACHA rules, and we will not otherwise withdraw funds from your account. Your electronic funds transfer (“EFT”) enrollment with the Website authorizes Jopari to initiate electronic credit entries on behalf of the applicable payers to the bank account you specify when you enroll with the Website. You acknowledge that the origination of ACH transactions to your account must comply with applicable law. This authority for such EFTs will remain in effect until you have cancelled it through the website.

If applicable, Electronic Remittance Advice (“ERA”) enrollment authorizes PNC Bank to deliver electronic remittance advices in the form and format indicated in the current PNC Remittance Advantage Electronic Remittance Advice (835) Companion Guide on behalf of the applicable payers to the recipient indicated on your enrollment. This authority will remain in effect until you have cancelled it through the Website.

If you accept card payments, the file download option follows the form and format indicated per the standard ANSI X12 835 TR3.

3. Security

We require each User to have a user ID and password to access and use the System. Access to certain System Services may require additional codes or authorization procedures. You are solely responsible for, (1) maintaining the strict confidentiality of all IDs assigned to You and Your Users, (2) instructing Your Users to not allow another person to use their IDs to access the System or the Services, (3) any charges, damages, or losses that may be incurred or suffered as a result of Your or Your Users’ failure to maintain the strict confidentiality of their IDs, and (4) promptly informing Us in writing of any need to deactivate an ID due to security concerns. We are not liable for any harm related to the theft of Your IDs, Your disclosure of Your IDs, or Your authorization to allow another person or entity to access and use the System or the Services using Your IDs. You agree to immediately notify Us of any unauthorized use of Your IDs. You agree that we may send notices and other communications, including password confirmations, to the current E-mail address and/or postal mailing address shown in our records, whether or not those addresses include a designation for delivery to the attention of any particular individual. You further agree that Jopari will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business. Notwithstanding our efforts to ensure that the System is secure, you acknowledge that the Internet is inherently insecure and that all data transfers (including funds transfers, data transfers and electronic mail) occur openly on the Internet. This means that the data transfers potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing the System will not be monitored or read by others.

4. Secured Transmissions to and from this Website

The System Services employ encryption to reduce the probability of an unauthorized interception of Confidential Information transmitted using the Services. We use the federal mandated National Institute of Standards and Technology (NIST) encryption technology (e.g. 3.0 Secure Socket Layer protocol with 128-bit public key encryption technology) in arranging for the transmission of Confidential Information. You must use a browser that supports this encryption technology in order to access the Services. It is Your responsibility not to send Confidential Information to any recipient to whom transmission of such information will violate applicable law or otherwise be inappropriate. YOU ACKNOWLEDGE AND AGREE THAT THE TRANSMISSION OF CONFIDENTIAL INFORMATION TO RECIPIENTS OUTSIDE OF THE SYSTEM MAY NOT BE SECURE. In addition, You also acknowledge and agree that no form of encryption is foolproof.

Transmissions to the Website that contain Protected Health Information are sent in a secure form. Except where expressly indicated otherwise, other transmissions to and from this Website or directed to Jopari, including E-mails, are not sent in a secure form and can be intercepted by third parties and may not be immediately received by the appropriate business unit at Jopari. Please do not use E-mail to send us communications that contain confidential information, information which we require to be in writing, or information which needs our immediate attention. Please call Jopari at 800-630-3060. Any transmission to this Website, including e-mails shall be deemed and remain the property of Jopari. Jopari shall be free to use, for any purpose, any ideas, concepts, know-how, or techniques provided by a Website user to Jopari through this Website.

5. Links to Other Websites

Jopari may establish links between this Website and one or more Websites operated by third parties. Jopari has no control over any such other Websites or the contents therein. The existence of any such links shall not constitute an endorsement by Jopari of such Websites, the contents of the Websites, or the operators of the Websites.

6. Links to Jopari’s Websites

You shall not display hyperlinks on your web sites to any web site owned or operated by Jopari or its affiliates (a “Jopari Site”). If you desire to display on your web site a hyperlink to a Jopari Site, you must enter into a written agreement with Jopari governing such display. Access to any Jopari Site does not authorize you to use Jopari’s and/or any of its affiliates’ or subsidiaries’ names, logos, trademarks or copyrights, and you agree not to do so without Jopari’s express written consent.

7. EFT Transactions

Based upon bank management information that you supply Jopari, payers will create EFT instructions (“Instructions”) for the payments to your business. Transmission and issuance of data related to such Instructions shall be received pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association (“NACHA”) and the applicable automated clearing house (“Regional ACH”) (collectively, the “Rules”) and you and we, as well as the banks who are acting upon the Instructions, agree to be bound by such Rules as in effect from time to time. In accordance with such Rules, any credit to an account shall be provisional until such credit has been finally settled by us or the third-party institution that holds the account.

8. Instructions for Accessing CAQH CORE Code Combination Definitions and Defined Business Scenarios

The CAQH CORE 360 Operating Rule requires the payer to use a defined set of Claim Adjustment Reason Codes (CARC) and as appropriate, Remittance Advice Remark Codes (RARC) based on CORE defined Business Scenarios. To access the defined CARC RARC Code descriptions and associated defined Business Scenarios for the CAQH CORE 360 Rule refer to the following URL: http://www.caqh.org/Host/CORE/EFT-ERA/CORE-required_CodeCombos.xlsx. In addition, the Explanation of Benefit (EOB) displayed in the portal, will provide the CAQH CORE URL link to access the defined Code Combination definitions and associated defined Business Scenarios that are reflected in the remittance payment advice. The CAQH CORE 360 Rules do not apply to Property and Casualty claims.

9. Copyright and Intellectual Property Ownership

You agree that We own all worldwide rights, titles and interests in and to the System, the Content and the Services and all intellectual property rights including but not limited to, copyrights, trademarks, servicemarks, patents therein. All rights not expressly granted in this Agreement are reserved to us. No other rights or licenses, whether express, implied, or otherwise are conveyed or intended by this Agreement. To facilitate Your access to and use of Our System or portions thereof, We may make certain software available to You. The terms of Your use of such software will be subject to the terms of this Agreement unless stated separately in a license agreement included with the software. You agree only to use such software in a manner permitted pursuant to such license agreements. All Contents of the System, including icons, graphics, overall appearance and transaction functionality, are the sole and exclusive property of Jopari. The posting of the Contents of this website does not constitute a waiver of any of Jopari’s proprietary rights, including but not limited to, copyrights, trademarks, service marks, patents, and other intellectual property.

10. HIPAA & GLB Compliance Terms; Privacy

The parties desire to meet their obligations, to the extent applicable, under the Standards for Privacy of Individually Identifiable Health Information (the “Privacy Regulation”) and the Health Insurance Reform: Security Standards (the “Security Regulation”) published by the U.S. Department of Health and Human Services (“HHS”) at 45 C.F.R. parts 160 and 164 under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and as may be applicable to the services rendered by Jopari to the Customer, under the Gramm-Leach-Bliley Act (“GLB”) and implementing regulations.

The terms of this Section shall be construed in light of any interpretation and/or guidance on HIPAA, the Privacy Regulation and/or the Security Regulation issued by HHS from time to time. The parties acknowledge that We are executing and delivering this Agreement solely in Our capacity for Ourselves and as agent for the HIPAA Business Associate Subcontractors. By accepting the terms and conditions of this agreement, We represent that We have been authorized to execute this Agreement for Ourselves and on behalf of each HIPAA Business Associate Subcontractors, including any new party who joins this Agreement under this Section.

We recommend that you review our Privacy Policy, which is incorporated herein by this reference. We may amend the Privacy Policy from time to time. If at any time you are not in compliance with the policy, we have the right to terminate your rights of use and access to the Web Site.

11. Confidential Data

The Services may enable Users to transmit, store, and receive Confidential Information and may allow Users to transmit store and receive the Confidential Information of other third parties. State and Federal laws may impose obligations with respect to confidentiality and other obligations that may limit the right of healthcare providers, and persons acting on their behalf, to make use of the System Services or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Confidential Information, and use Your best efforts to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Confidential Information You transmit, store, or receive in connection with the System Services. You agree that we and all other persons or entities involved in the operation of System Services, have the right to monitor, retrieve, store and use Confidential Information in connection with the operation of the System Services, and are acting on Your behalf in transmitting Confidential Information. We agree to use commercially reasonable efforts to maintain the confidentiality of such information and prevent the disclosure of such information to third parties except in connection with the transmission, storage, retrieval, and disclosure of such information on Your behalf and as may be required or permitted by law. Nothing in this Agreement shall prohibit Us from using or disclosing data from which information personally identifying individuals (such as names, social security numbers, and addresses) has been removed as required by law. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY SUCH REQUIREMENTS OR YOUR USE OR MISUSE OF CONFIDENTIAL INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SERVICES. You agree that data formats, access methods and related information and materials used in implementing or providing the Services (“Interface Data”) may contain Our confidential and trade secret information. You agree to (1) maintain the confidentiality of the Interface Data; (2) use the Interface Data solely for the purposes of using the Services; and (3) prevent the disclosure or use of the Interface Data to or by any third party except with Our prior written consent.

12. Compliance with Laws; Other Obligations

You shall comply with all applicable laws and regulations in your use of the System and System Services. You agree to execute any and all documents and comply with any and all applicable procedures, rules and regulations which we, the applicable Payer, or applicable law may require in connection with the Services, as may be amended from time to time. You also agree to adhere to such rules and regulations as are required by governmental agencies having jurisdiction. You agree to provide all supporting documents requested by Us necessary to comply with said rules and regulations, including the Electronic Funds Transfer Act. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SYSTEM OR SYSTEM SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY LAW.

13. Data Disclaimer

The data that are available to You through the System and System Services (“Data”) have been received by Us from Payers and other third-party sources. WE DO NOT ASSUME ANY RESPONSIBILITY FOR, WARRANT, GUARANTEE, OR VERIFY THE ACCURACY OR RELIABILITY OF THE DATA. Your reliance upon the Data obtained by you through the System and System Services is solely at Your own risk.

14. No Warranty; Limitation of Liability

THE SYSTEM AND THE SYSTEM SERVICES ARE PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS, AND YOUR USE THEREOF IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY CONTENT OR DATA IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SYSTEM OR THE SYSTEM SERVICES (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS COMPLETELY SECURE. WE DO NOT GUARANTEE THE PAYMENT OR THE TIMING OF PAYMENTS OF ANY CLAIMS SUBMITTED THROUGH THE SYSTEM SERVICES. PAYMENT REMAINS THE RESPONSIBILITY OF THE PARTICULAR PAYER OF HEALTH CARE SERVICES AND/OR SUPPLIER. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SYSTEM AND THE SYSTEM SERVICES. Some jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply to You. You may have other rights from jurisdiction to jurisdiction.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM, CLAIM, SUIT OR DAMAGE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, YOU AND WE AGREE THAT SUCH CUMULATIVE LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE GREATER OF $1,000 OR THE PROCESSING FEES YOU PAID US FOR THE SERVICE INVOLVED DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. YOU AND WE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE FEES, IF ANY, WE CHARGE YOU TO USE THE SERVICES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

IN NO EVENT WILL JOPARI OR ITS SUBSIDIARIES, AFFILIATES, CONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT ARISE IN CONNECTION WITH YOUR USE OF THE WEBSITE, WHETHER SUCH DAMAGES ARE SOUGHT UNDER CONTRACT LAW, TORT LAW OR ANY OTHER THEORY OF LIABILITY, EVEN IF JOPARI IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

15. Indemnity

You agree to defend, indemnify and hold Us harmless against any losses, expenses, costs or damages (including Our reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of the terms of this Agreement, (2) Your unauthorized or unlawful use of the System or the System Services, (3) the unauthorized or unlawful use of the System or the System Services by any other person using Your IDs (4) any inaccurate or incomplete data You provide to Us.

16. Term and Termination

This Agreement shall apply as long as You continue to access the System and use the System Services. Your right to access and use the System and System Services immediately terminates without further notice upon Your breach of this Agreement. We may terminate this Agreement and Your right to access and use the System and System Services at any time, with or without cause. You may terminate this Agreement by providing Us with written notice of Your termination and ceasing to use or access the Website, System and System Services. Sections 9, 10, 11, 14 and 15 of this Agreement and any payments due survive the expiration or termination of this Agreement for any reason whatsoever. Upon termination for any reason, Your right to use the System Services will immediately cease. We reserve the right to discontinue or make changes to the System Services at any time.

17. Entire Agreement; Other General Provisions

This Agreement constitutes the entire agreement between you and Jopari with respect to the subject matter hereof and there are no understandings or agreements relative hereto which are not fully expressed herein. We reserve the right to make changes to this Agreement at any time without advance notice. We agree to post all amended forms of this Agreement on the System and such amended forms shall be effective immediately upon its posting. Such amended forms shall be deemed to have been agreed to by You by Your continued use of the System and System Services. It is at all times Your responsibility to read the most current form of this Agreement before using the System to ensure that You agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable. This Agreement is also subject to applicable federal laws and the laws of the State of California (except to the extent this Agreement can and does vary such rules or laws and excluding California rules governing conflicts of law). If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement. This Agreement is binding upon your heirs, successors, and assigns. Any of your obligations pursuant to this Agreement that by their nature would continue beyond the termination, cancellation, or expiration of this Agreement shall survive termination, cancellation, or expiration of this Agreement.