CHIPS ANALYTICS – TERMS OF SERVICE

These Terms of Service (“Terms”) by CHIPS Analytics, Inc. (“CHIPS Analytics,” “we,” or “us”), apply to your use of the CHIPS Analytics website (www.chipsanalytics.com) (the (“Site”) and any related applications, online services and mobile applications provided by CHIPS Analytics (collectively, the “Services”). These terms together with our policy (collectively, this “Agreement” )Govern your use of the Services. The Agreement applies to any registered or a non-registered patient or other non-Provider user of the Services (“User”), including a doctor, clinician,therapist, other healthcare specialist, professional or provider, or other professional using the Services in connection with a healthcare-related practice or other organization(“provider”).

PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.

PLEASE READ SECTIONS 9 AND 10 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR WEBSITES, SERVICES, TERMS OF SERVICE OR PRIVACY POLICY.

PLEASE NOTE THE ARBITRATION PROVISION SET FORTH BELOW, WHICH MAY, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST CHIPS ANALYTICS ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

1. INTRODUCTION

   1. About The Services

   The Services include User scheduling, reminders, to-do lists, provision of patient records, telehealth, e-prescribing (covered under a separate Terms of Usage), outcome measures, and billing information, and related features that can be used by Users and Providers. We are not responsible for content, information, guidance, or other materials that are provided to you through the Services by Providers, including responses to your questions or healthcare advice by medical professionals. Such information is provided to Users by a Provider pursuant to a separate doctor-patient or other relationship directly between those parties

   2. Modifications

   This Agreement may be revised or updated by CHIPS Analytics from time to time in its sole discretion. Where appropriate, CHIPS Analytics will provide notice to you as provided below. By continuing to access or use the Services after the effective date of any such change, you agree to be bound by the modified Agreement.

2. USE OF THE SERVICES AND YOUR ACCOUNT

   1. Permitted Users

   The Site is offered and available to users who are 18 years of age or older (or the legal age of majority where you reside if that jurisdiction has an older age of majority). By using the Services or registering an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, you have the legal authority to enter into this Agreement. If you are the parent, legal guardian, or duly authorized personal representative of an individual, you may use the Services on behalf of this individual. If you are consenting on behalf of an entity, you represent and warrant that you are duly authorized to act on behalf of the entity and accept this Agreement on behalf of the entity. If you do not meet these requirements, you must not access or use the Site.

   You further agree that as a condition to accessing the Services, you will submit to account verification as reasonably required by CHIPS Analytics or the Provider and provide only true and accurate identification documentation to CHIPS Analytics or the Provider (or its third-party vendors) to verify your age and other Account-related information. It is the sole responsibility of the Provider to verify the identity, age, and location of all patients and non-patients who utilize the CHIPS Analytics.com and/or TherapyPortal.com Services through the Provider.

   By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and will abide by all of the terms and conditions herein.

   2. Establishing an Account and Using the Services

   Portions of the Services are viewable without registering with us, but to actively use the primary Services or have us process certain personal and health information, you may be required to register for the Services (an “Account”) and affirmatively accept the terms of this Agreement, including the Privacy Policy .

   Only one person may use each Account. You agree to provide accurate, current, and complete information about yourself or the individual you represent (as described above) when using the Services, such as in the registration form and with provided account management tools to update Account information. You may be required to choose an Account name to identify yourself to CHIPS Analytics in connection with your Account.

   3. Responsibility for Use of Account

   You are responsible for all activities conducted through your Account. In the event that fraud, illegality, or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) in connection with your Account, we may suspend or terminate your Account as described in Section 11.

   4. Selection and Use of Account Password and Multifactor Identification

   You are responsible for providing an Account password, maintaining its confidentiality, and any harm resulting from your disclosure of the password to any other person. At no time should you respond to an online request for a password other than the log-on process for the Services.

   5. Fees and Billing for Providers

   For Providers using the Services: CHIPS Analytics provides certain aspects of the Services to you pursuant to fees and other conditions set forth herein or on our website. We may, at any time and without notice, add new services for additional fees and charges or prospectively amend fees and charges for existing services. You acknowledge that it is your responsibility to ensure payment in full for all paid aspects of the Services, and to ensure that your credit or debit cards or other payment instruments accepted by CHIPS Analytics continue to be valid and sufficient for such purposes. You represent and warrant that you will pay the charges incurred by you at the posted prices, including any applicable taxes, and if your initial payment method is dishonored, you are responsible for any and all charges incurred including any surcharge we may assign due to such dishonored payment.

   6. Modification and Interruption of the Services

   CHIPS Analytics may add, modify, or eliminate aspect(s), features, or functionality of the Services from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for other commercially reasonable purposes, or for no reason at all. CHIPS Analytics may on occasion need to interrupt the Services with or without prior notice to protect the integrity or functionality of the Service. CHIPS Analytics will not be liable for any interruption of the Services (whether intentional or not), and you will not be entitled to any refund of fees or other compensation for an interruption of Services.

   7. Telehealth

   Telehealth is included as a component of the Service and gives Providers the ability to schedule and connect remotely with patients for care delivery. CHIPS Analytics only provides telehealth functionality as a component of the Service and does not provide medical advice. It is the responsibility of the Provider (i) to determine the appropriateness and medical necessity for the telehealth session to address the patient/client’s needs, (ii) to verify the identity, location, and ages of all patients and other attendees on the telehealth session, (iii) to obtain all consents and other documentation from its patient(s)/client(s), and (iv) to confirm that the necessary licenses and qualifications are in place to deliver the telehealth medical service. CHIPS ANALYTICS SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY IDENTITY, LOCATION, OR AGE VERIFICATION, PROFESSIONAL, DIAGNOSTIC OR MEDICAL SERVICES, MEDICAL OR BEHAVIORAL/MENTAL HEALTH ADVICE, MEDICATION RECOMMENDATIONS OR PRESCRIPTIONS PROVIDED OR COMMUNICATED THROUGH THE TELEHEALTH SERVICE COMPONENT. Additionally, Provider accepts full responsibility for verifying the internet connection and hardware internet connections/outages, hardware issues, third- party outages.

3. USER DATA AND INTELLECTUAL PROPERTY RIGHTS

   1. Your Rights and Obligations with Respect to Your User Data

   Any information that you upload or submit to us in connection with the Services or your Account, including but not limited to Protected Health Information (defined below), is referred to in this Agreement as “User Data.” You retain all Intellectual Property Rights in your User Data, subject to the rights, licenses, and other terms of this Agreement. “Intellectual Property Rights” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.

   You affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use—and authorize CHIPS Analytics to use—the User Data you provide in the manner described by this Agreement. CHIPS Analytics takes no responsibility for, and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Data. By submitting User Data to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to User Data contained
   within these Terms. The burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damages, claims, or losses resulting from any infringement of copyrights, proprietary rights, other intellectual property right, or any other harm resulting from User Data, and hereby agree to indemnify, defend, and hold harmless CHIPS Analytics, its agents, officers, and assigns for any such actions. Because you alone are responsible for User Data, you may expose yourself to liability if you submit data without all necessary rights and consents.

   You agree that by providing any User Data in connection with the Services or your Account, you are granting CHIPS Analytics a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data non-publicly and internally to CHIPS Analytics for the purposes of providing the Services. You agree that the license includes the right to copy, analyze and use any of your User Data as CHIPS Analytics may deem necessary or desirable for troubleshooting, debugging, testing, supporting, enhancing, or developing services in connection with the Services and future improvements to the Services. The license granted in this section is referred to as the “Services Data License.” You also acknowledge that the Services Data License granted to CHIPS Analytics with respect to your User Data will survive the termination of your Account to permit CHIPS Analytics to retain server copies with User Data, including for back-up, debugging, testing and record retention and legal purposes.

   If you send us feedback, ideas, suggestions, or other materials in regard to the Services (other than your User Data), you waive any potential Intellectual Property Rights and agree that we are free to use it for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

   2. Protected Health Information, User Data and Use of Your Information

   CHIPS Analytics will not use “Protected Health Information” (“PHI,” as defined by law at 45 C.F.R. § 160.103) except as permitted by this Agreement, the Business Associate Agreement between the parties, and applicable law, including but not limited to the Health Insurance Portability and Accountability Act of 1996, and any implementing regulations, as amended (“HIPAA”) and The EU general data protection regulation (GDPR). With respect to all User Data, including PHI, CHIPS Analytics will comply with the terms of its Privacy Policy , which is found at https://chipsanalytics.com/privacy-policy/ .

   CHIPS Analytics will comply with the terms of its Privacy Policy , which is found at https://chipsanalytics.com/privacy-policy/ . CHIPS Analytics will make commercially reasonable efforts to maintain the Services in a manner that includes appropriate administrative, technical, and physical security measures designed to protect the confidentiality, availability, and integrity of User Data, including PHI as required by HIPAA and GDPR.

   3. CHIPS Analytics’ Rights

   Except for User Data, CHIPS Analytics (or its licensors) owns all rights, title, and interest to the Intellectual Property Rights in the Services, including the software, content, data, websites, and servers. CHIPS Analytics owns all Intellectual Property Rights in and to its trademarks, service marks, trade names, logos, domain names, taglines, and trade dress.

   4. Limited License

   CHIPS Analytics hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Services while you agree to and comply with this Agreement. You may not: (i) enable any person or entity not authorized by CHIPS Analytics to use or access the Services; (ii) attempt to copy, create derivative works, or infringe any Intellectual Property Rights in the Services; (iii) use the Services for another party or as otherwise prohibited herein; (iv) alter or modify the Services; (v) transfer your Account or the Services to anyone else; or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Services or otherwise attempt to derive the source code for the Services.

   5. Third Party Rights

   You agree that you will not upload, publish, or submit to the Services any User Data that is subject to the Intellectual Property Rights or other proprietary rights of another party, including any trade secret or privacy rights, unless you have permission to convey to us all license rights required under this Agreement. You agree that CHIPS Analytics will have no liability for, and you agree to defend, indemnify, and hold CHIPS Analytics harmless for, any claims, losses or damages arising out of or in connection with your unlawful or otherwise improper use or provision of any User Data in connection with CHIPS Analytics Page 9 claims, losses or damages arising out of or in connection with your unlawful or otherwise improper use or provision of any User Data in connection with the Services.

4. HEALTH RELATED INFORMATION

   1. We Do Not Provide Medical Advice or Medical Services

   Our Services, including Telehealth, are intended to foster enhanced communications and coordination between our Users and Providers, including healthcare professionals. CHIPS Analytics itself does not provide professional medical advice, diagnosis, or treatment.

   CHIPS ANALYTICS IS NOT RESPONSIBLE FOR HEALTH-RELATED INFORMATION PROVIDED THROUGH THE SERVICES FROM PROVIDERS, SUCH AS MEDICAL PROFESSIONALS AND ORGANIZATIONS, INCLUDING ANSWERS TO ANY HEALTH-RELATED QUESTION SUBMITTED THROUGH THE SERVICES. ANY INFORMATION THAT CHIPS ANALYTICS ITSELF MAY PROVIDE IN CONNECTION WITH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT
   INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NOTHING STATED OR POSTED ON THE SERVICES BY CHIPS ANALYTICS IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OPHTHALMOLOGY, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

   DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER. DO NOT USE THE SERVICES FOR MEDICAL EMERGENCY NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND THE EMRGENCY SERVICE IN THE AREA WHERE YOU RESIDE. YOUR USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.

   We do not recommend or endorse any specific Providers, tests, procedures, opinions, or other information that may appear through the Services. If you rely on any information provided through the Services, you do so solely at your own risk.

   Our Services are provided to Users through chipsanalytics.com free of charge. Usual, customary, and any other charges for any medical or related services rendered by Providers will apply and will be entirely your responsibility (including through your insurance). You must resolve any dispute between you or any Provider directly with the Provider, even if scheduling or other interactions were facilitated by our Services.

   2. b. No Doctor Patient Relationship

   NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY, OR THROUGH THE USE OF, THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM US. WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION OR OTHER
   INFORMATION THROUGH THE SERVICES. FURTHERMORE, WE DO NOT IN ANY WAY OR FORM ENDORSE OR RECOMMEND ANY INDIVIDUAL LISTED OR ACCESSIBLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH INFORMATION.

   We have no control over, and cannot guarantee the availability of, any Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting or arising from or related to the use of the Services whatsoever.

   You are strongly advised to perform your own investigation prior to selecting a Provider by contacting the appropriate licensing or certification authorities to verify listed credentials and education, and to further verify information about a particular Provider by confirming with the Provider’s office, your current Provider, the medical association relative to the Provider’s specialty and your relevant state board.

   3. Important Information About Provider Relationships and Lists; Authorization and Acknowledgement

   In connection with using the Services to locate and schedule appointments with Providers, you understand that YOU ARE ULTIMATELY RESPONSIBLE FOR CHOOSING YOUR OWN HEALTH PROVIDER.

   Providers listed or accessible through the Services with whom you may book appointments enter into contracts with us and such Providers may pay us a fee in order to be listed and/or marketed through the Services. We may provide you with lists and/or profile previews of Providers who may be suitable to deliver the healthcare that you are seeking based on information that you provide to us (such as insurance information, proximity to your geographical location, and specialty of the Provider). In an effort to aid in the discovery of Providers and enable the maximum choice and diversity of Providers who participate in the Services, these lists and/or profile previews may also be based on other criteria (including, for example, Provider availability, past
   selections by and/or ratings of Providers by you or by other of our users, and past experience of our users with Providers); but we (a) do not recommend or endorse any Providers, (b) do not make any representations or warranties with respect to these Providers or the quality of the healthcare services they may provide, and (c) do not receive any additional fees from Providers for featuring them (i.e., higher or better placement on lists) through the Services.

   IN CONNECTION WITH THE SERVICES, YOU MAY AFFIRMATIVELY DIRECT AND AUTHORIZE US TO SHARE YOUR INFORMATION WITH ONE OR MORE SPECIFIED PROVIDER(S), INCLUDING YOUR PERSONAL INFORMATION AND PROTECTED HEALTH INFORMATION.

   4. Editorial Control

   We make the Services available as a service to Users, including Providers, for the purposes of providing an informative and educational resource. Wemay, but have no obligation to, have information posted through the Services reviewed by our editorial personnel. It is important to note, however, that the timeliness, accuracy, and completeness of any or all such information is not guaranteed. Neither the authors, editorial personnel, nor any other party involved in the preparation or publication of information through the Services can assure you that the information contained herein is in every respect accurate or complete, and we and they are not responsible for any errors or omissions or for the results obtained from the use of such information.

   You are encouraged to independently confirm the information provided through the Services with other sources and to seek the advice of a qualified Provider.

   5. Provider Information

   The provider and other information that may be made available through the Services is intended for general reference purposes only. Provider
   information available through the Services may be provided by the Provider and/or multiple other data sources not validated by the Provider. Information may become stale, obsolete, or out of date, incomplete or inaccurate. The Services do not provide any advice, qualification, or certification about any particular Provider. You are encouraged to independently verify any such information.

   6. Procedures/Products/Services

   The procedures, products, services, and devices discussed and/or marketed through the Services are not applicable to all individuals, patients, or clinical situations. We make no claims as to the safety, appropriateness, or effectiveness of any procedures, products, services, or devices. Any products and/or services represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply safety or appropriateness for any particular individual or prediction of effectiveness, outcome, or success.

5. USER RESPONSIBILITIES

   1. Prohibited Uses of the Services

   You are responsible for all of your use of the Services and for all use of your Account credentials, including use by others to whom you have given your credentials in violation of this Agreement.

   • You may only use the Services for lawful purposes;
   • Use of the Services is limited to personal, non-commercial purposes except if you are registered with us as a Provider;
   • You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services;
   • You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining identity theft, or any other means; and
   • You may not post, display, or transmit User Data that violates any applicable law, the rights of any third party, or is defamatory, indecent, discriminatory, or otherwise inappropriate.

   Without limiting any of the foregoing, you may not (and may not to allow any third party to):

   • Copy, modify, adapt, translate, or reverse engineer any portion of the Services, its content, or materials;
     Remove any copyright, trademark or other proprietary rights notices contained in or on the Services or in or on any content or other material obtained via the Services;
   • Use, without permission, any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, or index any portion of the Services;
   • Access or retrieve any portion of the Services for purposes of constructing or populating a searchable database of reviews or other information related to the healthcare industry or Providers;
     Reformat or frame any portion of the web pages that are part of the Services;
   • Fraudulently misuse the Services, including scheduling an appointment with a Provider which you do not intend to keep;
   • Create user accounts by automated means or under false or fraudulent pretenses;
   • Collect or store personal data about other users in connection with the prohibited activities described in this paragraph;
     Accumulate or index, directly or indirectly, any portion of the Services (including, without limitation, Provider or practice information, appointment availability, and price information) for any purpose whatsoever; or
   • Use any means, including software means, to conduct web scraping of any portion of the Services.
     Any violation by you of the terms of this section may result in immediate suspension or termination of your Account without any refund or other compensation. In addition, we may take measures deemed appropriate, including legal action and technical remedies, to respond to or prevent violation of this provision and enforce these terms.
   2. No Spam

   You may not use contact information provided by our users or Providers, or harvest such information for the purpose of sending, or to facilitate the sending of, unsolicited bulk communications, such as SPAM. You may not allow others to use your account to violate the terms of this section. We may terminate your Account or access to the Services immediately and take other legal action if you or anyone using your credentials violates these provisions.

6. RESPONSIBILITIES FOR USERS WHO ARE PROVIDERS

   In addition to the responsibilities in the foregoing section, if you are a Provider or other person or entity in the healthcare or medical industries, you acknowledge and agree that:

   1. You will not use the Services to view, access or otherwise use, directly or indirectly, price, check availability, or other information of another Provider for any purpose other than your own personal, non-commercial use, such as a patient or prospective patient with that Provider, or in connection with assisting a patient or prospective patient with a referral;
   2. You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and
   3. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive, or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations in the region or country where you reside.
   4. You are responsible for setting your configurable security settings in alignment with HIPAA and GDPR requirements including security monitoring, reporting, and notification of security incidents to CHIPS Analytics, network connectivity redundancy (as needed), disaster recovery in accordance with HIPAA requirements, and administering end user access to limit access appropriately.
   5. You are solely responsible for the accuracy and truthfulness of your submitted insurance claims and will hold CHIPS Analytics harmless for any false or defective claim or claims. CHIPS Analytics assumes no responsibility or liability for the accuracy or truthfulness of your insurance claims.
   6. You will promptly report any suspected fraud, waste, or abuse to the relevant authority and CHIPS Analytics. You will also cooperate fully with any agency charged with the duty of preventing, identifying, investigating, sanctioning, or prosecuting suspected fraud, waste, and abuse in regional or country health care programs.
   7. Nothing in this Agreement, whether written or oral, nor any consideration in connection therewith, contemplates or requires the referral of any patients, goods, items, facilities, or services by CHIPS Analytics to a Provider or to any other entity affiliated in any way with a Provider. This Agreement and the Services are not intended to influence the judgment of a Provider in choosing medical specialists or medical facilities appropriate for the proper care and treatment of its patients. Neither CHIPS Analytics nor its employees, consultants or agents shall receive any compensation or remuneration for referrals, if any, to the Provider. This Agreement has been negotiated as an arms-length transaction by independent parties, and the parties hereto agree that any and all compensation and remuneration provided herein is at prevailing market rates.

7. NO RESPONSIBILITY FOR ACTS OF OMISSIONS OF THIRD-PARTY WEBSITES

   The Services may contain links to or otherwise support connections to third-party websites or other online services that are not owned or controlled by CHIPS Analytics. Portions of the Services may also be embedded within third party websites. CHIPS Analytics is not responsible for, or liable for the content, policies, or practices of any third-party websites or online services. Please consult any applicable terms of use and privacy policies provided by the third party for such websites or online services.

8. INTERRUPTION OF SERVICES OR USER DATA LOSS

   CHIPS Analytics may on occasion need to interrupt the Services with or without prior notice to protect the integrity or functionality of the Services. CHIPS Analytics will not be liable for any interruption of the Services (whether intentional or not), and you will not be entitled to any refund of fees or other compensation for an interruption of Services. Likewise, in the event of loss of any User Data, we will not be liable for any damage or harm arising therefrom.

9. LEGAL LIABILITY AND RELEASES

   1. Releases

   You agree not to hold CHIPS Analytics liable for the content, actions, or inactions of other users of the Services or of other third parties. As a condition of access to the Services, you release CHIPS Analytics (and its officers, directors, shareholders, agents, subsidiaries, consultants, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more other users of the Services or with other third parties, including whether or not CHIPS Analytics becomes involved in any resolution or attempted resolution of the dispute.

   If you are a resident of any jurisdiction outside the United States of America, you waive the right or any comparable statute or doctrine to claims which the creditor does not know or suspect to exist in her/his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

   2. Disclaimer of Other Express and Implied Warranties

   CHIPS ANALYTICS PROVIDES THE SERVICES (INCLUDING WITHOUT LIMITATION ANY SOFTWARE, WEBSITES, SERVERS, ONLINE SERVICES, YOUR ACCOUNT, AND USER DATA) STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESSED OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY SERVICES OR CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS, YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, CHIPS ANALYTICS AND YOU EXPRESSLY DISCLAIM ANY COMPENSATABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON CHIPS ANALYTICS’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICES ON THIS BASIS. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRDPARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

   CHIPS Analytics engages in commercially reasonable efforts to protect the confidentiality, availability and integrity of the Services, but it cannot guarantee continuous, error-free, secure and virus-free operation at all times, and you understand that you shall not be entitled to refunds or other compensation based on CHIPS Analytics’ failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. To the extent applicable (i.e., for Providers), CHIPS Analytics does not guarantee that by mere use of the Services you will be in compliance with HIPAA and GDPR, and you understand and agree that you are responsible for maintaining any other administrative, technical and physical measures required to maintain appropriate information security with respect to PHI you create, receive, maintain, and/or transmit and to otherwise comply with HIPAA and GDPR.

   3. Limitation of Liability

   YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION OR ACCOUNT. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID FOR THE SERVICES IN THE IMMEDIATELY PRECEEDING 12 MONTHS PRIOR TO ANY SUCH CLAIM. IN NO EVENT SHALL CHIPS ANALYTICS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, CONSULTANTS, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICES (INCLUDING ITS MODIFICATION OR TERMINATION), CHIPS ANALYTICS SOFTWARE, WEBSITES, SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT CHIPS ANALYTICS MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.

   4. Non-US Residents

   Notwithstanding any term herein, this Agreement does not limit your rights or our obligations under any applicable statute or law to the contrary, including types and amounts of recovery; nor do they excuse us from any duty to avoid causing harm by means of gross negligence, recklessness, or intentional misconduct; nor do they disclaim our duty of care to our invitees; nor do they require you to defend and indemnify us in the event that any loss is caused by our negligence.

   5. Indemnification

   You (and any third party on whose behalf you operate an Account or activity on the Services) agree to indemnify, defend, and hold harmless CHIPS Analytics, its officers, directors, shareholders, employees, subsidiaries, consultants and agents (collectively, “the Company Parties”) from any claims, liabilities, damages, losses, costs, and/or expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with the following (whether resulting from your activities on the Services or those conducted on your behalf): (i) your access to or use of the Services; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authority, (v) any misrepresentation made by you, or (vi) your violation of the duties and conditions imposed on you in Section 2 of this Agreement. You agree that the Company Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify, defend, and hold harmless any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Company Parties in connection therewith. You also agree to indemnify, defend, and hold harmless the Company Parties from and against any claims brought by third parties arising out of your use of the Services, your violation of these Terms, or the infringement by you or made under your Account, of any intellectual property or other right of any person or entity. You will cooperate as fully required by CHIPS Analytics in the defense of any claim. The Company Parties reserve the right to assume exclusive control of its defense in any matter subject to your indemnification, which shall not excuse your obligation to indemnify the Company Parties. You shall not settle any dispute subject to your indemnification under these Terms without written consent from CHIPS Analytics. You will not settle any claim without the prior written consent of CHIPS Analytics.

   6. Legal Relationship Between You and CHIPS Analytics; No Third-Party Beneficiaries

   You acknowledge that your participation in the Services, including your creation or uploading of User Data to the Services, does not make you a CHIPS Analytics employee, consultant or agent, and that you do not expect to be, and will not be, compensated by CHIPS Analytics for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third-party beneficiaries, intended or implied, under this Agreement.

   7. Force Majeure

   Except for your obligation to pay fees for Services rendered, neither party will be liable for performance delays, underperformance, or for non- performance occasioned by events such as acts of God, war, terrorism or threats of terrorism, insurrection, riot, civil disturbance, national, state, or local emergencies, acts of public authorities, epidemic/pandemic, labor dispute, fire, casualty, natural disaster, power failure, or other circumstances whether of a like nature or not beyond the affected party’s reasonable control (“Force Majeure”). In the event of Force Majeure, the affected party shall send notice to the other party indicating those obligations, in whole or part, which cannot be performed as a result of Force Majeure, and the expected duration of the inability to perform. If Force Majeure exists for a period of 30 days or longer, you may elect to terminate the Agreement. In the event you elect to terminate the Agreement, the Parties shall have no further obligation to each other except for payment obligations or other obligation as required by local law.

10. DISPUTE RESOLUTION AND ARBITRATION

    In the event of a dispute between you and CHIPS Analytics, other than with respect to claims for injunctive relief, the dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Wilmington, Delaware. Notwithstanding the foregoing, either party may seek strictly injunctive or other non-monetary equitable relief to protect or enforce its Intellectual Property Rights in court. In the event that there is any dispute between you and CHIPS Analytics that is determined not to be subject to arbitration, exclusive jurisdiction and venue shall be in state or federal court in the City and County of Wilmington, Delaware.

    PURSUANT TO THIS AGREEMENT, YOU WAIVE ANY RIGHTS TO BRING, AND AGREE NOT TO PARTICIPATE IN, ANY CLASS ACTION, CONSOLIDATED, MULTIDISTRICT OR COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Unless both you and CHIPS Analytics agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

    You agree that this Agreement and the relationship between you and CHIPS Analytics shall be governed by the laws of the State of Delaware without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.

11. TERMINATION

    1. Termination by You

    You may terminate this Agreement by closing your Account at any time for any reason. CHIPS Analytics shall have no further obligation or liability to you under this Agreement or otherwise, except as required by law (e.g., HIPAA).

    2. Termination by CHIPS Analytics

    CHIPS Analytics may suspend or terminate your Account for any reason or no reason at all. Upon termination, you will remain liable for any unpaid amounts owed by you to CHIPS Analytics. We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of CHIPS Analytics or any third party. In such an event, you will not be entitled to compensation for such suspension or termination, and you acknowledge CHIPS Analytics will have no liability to you in connection with such suspension or termination. We may also cancel or suspend your registration for any other reason, including inactivity for an extended period, but will attempt to notify you in advance of such cancellation or suspension.

    Upon termination of your Account, all licenses granted by CHIPS Analytics to use the Services will automatically terminate.

12. INTERNATIONAL CONSIDERATIONS

    CHIPS Analytics’ Services are based outside the United States. CHIPS Analytics makes no representation that any aspect of the Services is not appropriate or available for use outside of the United States. Those who access the Services from other locations are responsible for compliance with applicable local laws. The Services may be subject to applicable export laws and restrictions.

13. ASSIGNMENT OF AGREEMENT AND ACCOUNT

    You may not assign this Agreement or your Account without the prior written consent of CHIPS Analytics. You may not transfer or sublicense any licenses granted by CHIPS Analytics in this Agreement without the prior written consent of CHIPS Analytics.

    CHIPS Analytics may assign this Agreement (in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement) to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other change in control of our company to another entity. We will use reasonable efforts to notify you regarding any such change of ownership.

14. INTEGRATION, INTERPRETATION OF SECTION HEADINGS AND SEVERABILITY

    This Agreement (including anything incorporated by reference) sets forth the entire agreement and understanding between you and CHIPS Analytics with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and CHIPS Analytics that is signed by a duly authorized representative of both parties and expressly references amendment of this Agreement. No other written, oral, or electronic communications will modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement.

    The section headings used herein, including descriptive summary sentences at the start of each section, is for convenience only and shall not affect the interpretation of this Agreement.

    If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

    No waiver of by us of any term or condition set out in this Agreement 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 by us to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

15. NOTICES AND QUESTIONS FOR CHIPS ANALYTICS

    CHIPS Analytics may provide notice to you and obtain consent from you (1) through the Services; (2) by electronic mail at the electronic mail address associated with your Account; (3) an electronic medium for communication and/or (4) by written mail communication to you at the address associated with your Account. You consent to the notice method chosen by CHIPS Analytics.

    Please direct all notices, questions or concerns regarding this Agreement or the Services to us at [email protected]

16. DMCA POLICY

    1. Generally

    CHIPS Analytics will respond to allegations of copyright violations in accordance with the US Digital Millennium Copyright Act (“DMCA”). The DMCA provides a process for a copyright owner to give notification to an online Provider concerning alleged copyright infringement. When a valid DMCA notification is received, the Provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed. On receiving a valid counter- notification, we restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.

    2. Filing a Notification

    A written notification must be made. This can be done either by fax or written letter (regular mail or courier). Emails will not be accepted unless a prior arrangement has been made. The notification must:

    • Identify in sufficient detail the copyrighted work that you believe has been infringed upon (i.e., describe the work that you own).
    • ii. Identify the item that you claim is infringing on your copyright.
    • iii. Provide a sufficient method of contacting you; phone number and email address would be preferred.

    Include the following statement: “I have good faith belief that the use of the copyrighted materials described above and maintained by the Services is not authorized by the copyright owner, its agent, or by protection of law.”

    • iv. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.” v. vi. Sign the paper. Please note: The DMCA provides that you may be liable for damages (including costs and attorneys’ fees) if you falsely claim that an item is infringing your copyrights. We recommend contacting an attorney if you are unsure whether an object is protected by copyright laws.

    Send the written document to the designated Copyright Agent at CHIPS Analytics:
    Attn: Designated Copyright Agent
    CHIPS Analytics, Inc.
    68 Bradhurst Suite 9Q
    New York, NY 10039

    Alternatively, email the document to [email protected] . On the cover sheet, please write ATTN: DMCA NOTIFICATION

    3. Filing a counter-notification
    • List the items that were removed by CHIPS Analytics.
    • Provide your name, address, telephone number, email address (if available).
    • State that you consent to the jurisdiction of Federal District Court for the judicial district in which you reside (or Wilmington, Delaware if your address is outside of the United States).
    • State that you will accept service of process from the person who provided notification to us of the alleged infringement or an agent of such person.
    • State the following: “I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
    • Sign the paper.

    Send the written document to the designated Copyright Agent at CHIPS Analytics:
    Attn: Copyright Agent
    CHIPS Analytics, Inc.
    68 Bradhurst Avenue, Suite 9Q
    New York, NY

    Alternatively, email the document to [email protected]. On the subject line , please write ATTN: DMCA COUNTER-NOTIFICATION

17. DATA PROCESSING REQUIREMENTS

    This Section applies only to the extent that CHIPS Analytics Processes or Collects Personal Information in the course of providing the Services to you pursuant to the Agreement.

    1. Definitions

    In this Section, terms shall have the following meanings:

    • “Business,” “Collects” (and “collect” or “collection”), “Consumer,” “Business Purpose,” “Sell,” “Sharing” (and “share”), “Processing” (and “process”), “Personal Information”, “Sensitive Personal Information”, and “Service Provider” shall have the meanings given to them in the local privacy law.
    • “Business Purpose” or “Business Purposes” also has the meaning given in Section 3.2 of this Addendum.
    • “Security Breach” means an unauthorized access and exfiltration, theft, or disclosure as a result of CHIPS Analytics’ violation of the duty to implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect the personal information.
    2. Data Processing and Protection

    You are a Business, and you designate CHIPS Analytics as your Service Provider to Collect and Process Personal Information for Business Purposes as stated herein. However, there are circumstances where CHIPS Analytics is also a Business and Collects and Processes Personal Information on its own behalf. Where CHIPS Analytics is acting as your Service Provider, we are responsible for compliance with our obligations under this Addendum and for compliance with our obligations as a Service Provider under HIPAA and GDPR rules. We will provide the same level of privacy protection as is required of a Business. You are responsible for compliance with your own obligations as a Business under HIPAA and GDPR rules and shall ensure that you have provided notice and have obtained or shall obtain all consents and rights necessary under the HIPAA and GDPR rules for CHIPS Analytics to Collect and Process the Personal Information for the Business Purpose.

    3. Business Purpose

    CHIPS Analytics shall only Collect and Process Personal Information as a Service Provider upon lawful documented instructions from you, including those in the Agreement, or as otherwise necessary to provide the Services (the “Business Purpose”). Specifically, the Business Purpose is related to the CHIPS Analytics practice management system with functionality to manage patient records, schedule appointments, meet with patients remotely, electronically prescribe medication, create rich documentation, to bill the patient and insurance companies, and other functionality related to the delivery of the Services. CHIPS Analytics must not process Personal Information for any purpose other than for the Business Purpose, except to the extent permitted by the HIPAA and GDPR rules.

    4. Not a Sale or Sharing of Personal Information

    Where CHIPS Analytics acts as a Service Provider the disclosure of Personal Information to us by you in the course of the delivery of, use of and access to the Services does not, and shall not, constitute a Sale or Sharing under the HIPAA and GDPR rules.

    5. Service Provider Data Processing Responsibilities

    CHIPS Analytics shall not: (a) Sell or Share the Personal Information; (b) retain, or disclose the Personal Information for any purpose other than for the CHIPS Analytics Page 16 CHIPS Analytics shall not: (a) Sell or Share the Personal Information; (b) retain, or disclose the Personal Information for any purpose other than for the Business Purpose, including to retain, use, or disclose the Personal Information for a purpose other than providing its Services under the Agreement or as
    permitted by HIPAA and GDPR; (c) retain, use, or disclose the Personal Information outside of the direct business relationship between CHIPS Analytics and Provider; (d) Process the Personal Information for cross-context behavioral advertising (however, Provider may disclose Personal Information to CHIPS Analytics for non-personalized advertising as a permissible Business Purpose); (e) combine Personal Information with any other data to the extent this would be inconsistent with the limitations on service providers under the HIPAA and GDPR rules.

    6. Consumer’s Rights

    CHIPS Analytics will use reasonable efforts to assist Provider in responding to verified Consumer requests received by Provider to provide information as it relates to the Collection of Personal Information for the Business Purpose.

    7. Assistance

    CHIPS Analytics will, upon your instruction, provide reasonable assistance to enable you to respond to any verified request, inquiry or complaint received in connection with the Collection and Processing of Personal Information. If CHIPS Analytics is contacted by a Consumer who is your patient/client, CHIPS Analytics will re-direct that Consumer to you for assistance with the Personal Information request, when CHIPS Analytics is able to identity the Consumer as belonging to your practice.

    8. Review and Remediation

    With notice to CHIPS Analytics and its reasonable consent, Business may take reasonable and appropriate steps to ensure that CHIPS Analytics uses the Personal Information that it Collected pursuant to this Agreement in a manner consistent with the Business’s obligations under the HIPAA and GDPR rules. Business may also, with notice to CHIPS Analytics, take reasonable and appropriate steps to stop and remediate CHIPS Analytics’ unauthorized use of Personal Information.

    9. Sensitive Personal Information

    If the Provider receives direction from a Consumer not to use or disclose such Consumer’s Sensitive Personal Information and CHIPS Analytics is assisting the Provider in respect of such Sensitive Personal Information, then the Provider agrees to promptly notify CHIPS Analytics that the Consumer has provided the Provider with such direction and to provide details of the Consumer and the Sensitive Personal Information in question. Upon receiving such notice, CHIPS Analytics agrees to not use such Sensitive Personal Information for any purpose, except for the permissible purposes authorized by HIPAA and GDPR rules. The provider acknowledges and agrees that CHIPS Analytics is only required to limit its use of Sensitive Personal Information it receives if instructed by the Provider to do so and only with respect to its relationship with the Provider.

    10. Technical Security Measures

    CHIPS Analytics shall implement and maintain appropriate and reasonable security measures to protect Personal Information. These include measures relating to the physical security of facilities, measures to control access rights to networks, and processes for evaluating these measures; and will be consistent with its current Security Policy.

    11. Security Breach

    CHIPS Analytics will, to the extent permitted by applicable law, notify you without undue delay (and in time to fulfill any Security Breach reporting obligations) after becoming aware of a Security Breach incident and provide timely information relating to the Security Breach incident as it becomes known or is requested by you. We will use the contact information for you that we have on record.

    12. Specific Indemnification

    In the event you fail to obtain necessary consents to use Personal Information, or you fail to fully comply with the Agreement, you shall indemnify, defend and hold CHIPS Analytics harmless from any claims, demands, allegations, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs) arising from such actions or inactions.