PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATED TO YOUR USE OF THIS WEBSITE CAREFULLY. BY CONTINUING TO ACCESS OR USE OUR WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND YOU SHOULD NOT USE THIS WEBSITE IF YOU DO NOT AGREE TO THEM.

THIS WEBSITE IS INTENDED FOR USE ONLY BY ADULTS. TO ACCESS THE SITE, YOU MUST BE AT LEAST 18 YEARS OF AGE AND POSSESS THE LEGAL AUTHORITY TO FORM LEGALLY BINDING CONTRACTS. IF YOU ARE UNDER THE AGE OF 13 THEN PLEASE DO NOT CONTINUE TO USE THIS WEBSITE.

MEDATA'S WEBSITE AND SERVICES ARE OFFERED TO USERS LOCATED IN THE UNITED STATES OF AMERICA AND ITS TERRITORIES AND IS NOT INTENDED FOR USE IN OTHER JURISDICTIONS.

SCOPE OF TERMS

THIS WEBSITE IS PUBLISHED BY MEDATA, INC. ("MEDATA", also "We", "Our", Us") FOR INFORMATIONAL PURPOSES ONLY.   The terms "You", "User" and "End-User" means you as a user of this Website. Users who register for an account with us must also agree to our Terms of Service. The terms "content provider" and "content providers" and "third party supplier" means any entity that supplies data or content that is utilized within this Website.

Medata reserves the sole right to modify or amend these Terms at any time for any reason. Any modification or amendment of these Terms will be effective immediately upon posting on this Website or as otherwise stated by Medata when revised. Your continued use of this Website after any changes in Terms have been posted will be deemed your acceptance of the revised Terms. Medata may limit, alter, terminate, suspend any feature or portion of the Website to any or all users at any time.

DISCLAIMERS

THIS WEBSITE AND THE CONTENT ARE INTENDED AS REFERENCE MATERIAL FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS MEDICAL OR HEALTHCARE ADVICE OF ANY KIND. NO INFORMATION ON THIS WEBSITE SHOULD BE RELIED UPON AS PROFESSIONAL OR HEALTH RELATED ADVICE IN ANY CIRCUMSTANCE.

YOUR USE OF THIS WEBSITE IS ENTIRELY YOUR OWN RISK. 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 our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, 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 OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. 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.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

MEDATA, ITS OWNERS, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, LOSS OF GOODWILL, PAIN AND SUFFERING, EMOTIONAL DISTRESS, INABILITY TO USE THIS WEBSITE, ANY UNAUTHORIZED USE, TRANSMISSION OR CONDUCT, USE OF ANY CONTENT OR MATERIAL OR DATA WHATSOEVER DERIVED FROM THIS WEBSITE, OR SIMILAR DAMAGES, EVEN IF MEDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF MEDATA AND ITS OWNERS, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO MEDATA FOR THE APPLICABLE CONTENT OUT OF WHICH LIABILITY AROSE. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS WEBSITE AND ITS SERVICES WITHOUT REFUND OF ANY KIND AS PER THE TERMS OF MEDATA'S REFUND POLICY. THIS LIMITATION OF LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW IN THE EVENT THAT ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR IN VIOLATION OF ANY PUBLIC LAW OR POLICY.

LIMITED LICENSE

You are granted a limited, personal, non-exclusive, non-commercial license to view, print or download content, graphics, forms or documents from this Website for use solely by You for Your own use. The Website may not be used for any non-permitted commercial purpose, commercial advantage or reselling of information contained herein.

You may download one copy of the viewed materials on any single computer or computing device (i.e. tablet, smartphone) for your personal use only but may not resell or distribute any of the information you obtain, and in doing so you must retain any and all copyright and other proprietary notices on the information obtained from this Website. You do not own any content you download from this Website and any use or modification of the materials excepts as expressly permitted is a violation of the owner's proprietary rights. You may not reproduce, publish, copy, post on any website or forum, transmit, or distribute, electronically incorporate into any other medium or website any of the materials on this Website. You must be a Registered User to engage in any operative, interactive use or Look-Up functionality. Please see the Registration Terms of Service and information to register for this access.

INTELLECTUAL PROPERTY RIGHTS.

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights.

All content however associated into or from this Website, including without limitation is the proprietary information of Medata, and Medata retains all right, title, and interest in the Content. Any third party data, information and intellectual property supplied through this Website is the sole property of the Third Party Supplier or other third party.

"Content" shall be defined as any data, information, schematic, derivative, image, brand logo, trademark incorporated into the Website and any of Medata's proprietary technology and products any those of its Third Party Suppliers and third party information on or in the Website, including without limitation, technical data, trade secrets, know-how, research, product plans, ideas or concepts, products, services, software, inventions, patent applications, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information (collectively, "Technical information"), and (ii) proprietary information relating to Medata's operations and business or financial plans or strategies, including but not limited to customer lists, and customer information, markets, financial statements and projections, product pricing and marketing, financial or other strategic business plans or information, online customers and Users, Enterprise Users and drawings or inspection of samples, equipment or facilities in any way related to Medata's operations and the Medata billing review software and all documentation and all of its related material.

Medata™ is a registered trademark of Medata, Inc. and Medata retains all rights to its trademarks, service marks and logos displayed on this Website. All other trademarks that may appear on this Website are the sole property of their respective owners. Any third party whose logo, brand, trademark or service mark is displayed on this Website retains all rights regarding their respective image or brand or other proprietary information that may appear on this Website. You are not granted any right to use any trademark, service mark or logo displayed on this Website, and you may not utilize them in any manner. You may not alter, copy, distribute, publish, upload, post via social media or any on-line forum, or transmit in any way, electronically or in print, in whole or in part, without the prior written consent of Medata, except that you may print out limited portions of the information per the terms of the License Agreement for your own internal or archival purposes, provided that you do not remove or alter any copyright, trademark or other proprietary notice appearing on any of the Content. The copying, redistribution, use or publication by you of any information on this Website, is strictly prohibited unless otherwise agreed in your License Agreement. No ownership rights to any content, document or other materials viewed through this Website are granted to you.

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that any materials accessible on or from this Website infringe your copyright, you may request removal of them from the Website by submitting written notification to our copyright agent. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:
Copyright Manager
Medata, Inc.
5 Peters Canyon Rd, Suite 250
800-570-6392
dmca@medata.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

PRIVACY

Medata's Privacy Policy is incorporated into these Terms of Use by reference. Please review our PRIVACY POLICY for information on how we protect your privacy.

REGISTRATION

INDIVIDUAL REGISTERED USERS

INDIVIDUALS MAY REGISTER ONLINE TO USE THIS WEBSITE SOLELY FOR YOUR INDIVIDUAL PERSONAL PURPOSES AND SUBJECT TO THE TERMS OF SERVICE. You may not use this website for any other purpose. Medata reserves the right to refuse you access or registration to this Website or any of its contents and to terminate or suspend your access at any time and for any reason without liability, refund or compensation.

MULTI-USER COMMERCIAL ACCOUNTS

IF YOU ARE A MULTI-USER COMMERCIAL ENTERPRISE, PLEASE CONTACT OUR SALES DEPARTMENT REGARDING OUR ENTERPRISE ACCOUNT REGISTRATION AT sales@medata.com OR 800-570-6392

HYPERLINKS.

These Terms of Use apply only to this Website and do apply to any other websites owned by any third party which may be linked to or through this Website. Medata does not endorse, is not responsible for, and shall have no liability whatsoever for the content, advertising, products, or other materials or information on or available from any other websites or resources linked through or to this Website. You acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage or claim of any loss or damage caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website directly or indirectly linked to or through any other website. Any problems, complaints, questions or concerns should be directed to the webmaster of the third party website.

SUBMISSIONS

With respect to any information or data you transmit to us in any fashion, via mail send, email, post or otherwise transmit to us (collectively, "Submissions"), you hereby grant Medata and our successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Submissions (in whole or in part and with or without attribution to you) throughout the world. We may incorporate these Submissions in any other works in any form currently used or developed by us in the future. Medata and our successors and assigns shall have unrestricted use of your Submissions for any commercial purpose whatsoever without compensation to you or to any third party owner of the Submissions, which you hereby represent to us has authorized you to act on their behalf.

These rights shall remain for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the "Rights") that may exist in such Submissions. You represent, assure and warrant that your Submissions do not violate the rights of any third party or rightful owner of the submitted material or Submission. If you are not the exclusive and rightful owner or moral rights owner of the intellectual property rights in any Submission, your represent that the rightful owner has granted to you the right to grant us the rights described in this paragraph and has irrevocably waived all such rights to the property reflected in your Submission. No Submissions subject us to any obligation of confidentiality, and we shall not be liable for any use or disclosure of any Submissions, except as expressly stated in our Privacy Policy.

PASSWORDS AND SECURITY

Registered Users of this Website are solely responsible for all activities occurring under their account and for protecting and preserving the privacy and confidentiality of their account settings, information and password(s). You must notify us immediately if you know or suspect any security breach, disclosure, theft or unauthorized use of your user account or related information or unauthorized disclosure of your password or anyone else's password that you believe may be compromised in any way.

ANY ATTEMPT TO ACCESS OR EXCEED ACCESS TO ANY RESTRICTED AREAS OF THE MEDATA WEBSITE OR PLATFORM OR THOSE OF ITS LICENSORS OR THIRD PARTY SUPPLIERS OR INFORMATION OF OTHER REGISTERED USERS WITHOUT THE EXPRESS WRITTEN AUTHORIZATION OF MEDATA IS STRICTLY PROHIBITED AND SHALL BE GROUNDS FOR IMMEDIATE TERMINATION OF THE USER'S ACCESS AND ANY ACCOUNT(S) THE USER MAY HAVE ESTABLISHED WITH MEDATA.

Any tampering or other activity by you that compromises or could compromise the security or system integrity or accounts related to this Website, including but not limited to use or dissemination of programs to circumvent or derive passwords, or network security is strictly prohibited. In order to assist and prevent security breach or fraudulent incidents, Medata reserves the right to disclose your identity and system details to any other system or website administrator on other websites and platforms if we believe or suspect that you are engaged in these prohibited activities. Medata will investigate and report all suspected violations of these Terms of Use by all lawful means we deem necessary and we reserve the right to cooperate with any court order or any other law enforcement entity that may request us to disclose the identity of anyone believed to be engaged in any unlawful activity, infringement, obscene act or publication, harassment, hate speech, domestic terrorism, terrorism, discrimination, or other improper or illegal act and Medata shall have no liability to you or any other person for any harm or consequences that may arise from these investigative and security actions.

INDEMNITY

You will indemnify and hold Medata, its owners, subsidiaries, affiliates, third party content providers, Third Party Suppliers, other service providers, employees, agents, officers, directors, and independent contractors (the "Indemnified Parties") harmless from any breach of the Terms by you, including any of your use of this Website or any of its data, contents or derivatives not specifically permitted by the Terms. None of the Indemnified Parties will have any liability whatsoever for any unauthorized use or breach of this Agreement and you will indemnify and hold harmless and defend at our option all the Indemnified Parties for any loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties incurred as a result of your misuse, breach or any claim brought by any third parties arising out of your use of this Website, misuse of the information accessed from this site, or improper use or infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.

OTHER TERMS.

If any part of the Terms is unlawful, void or unenforceable, that part will not affect the validity and enforceability of any remaining provisions. The Terms of Use, Privacy Policy, and, if applicable, the Terms of Service, constitute the entire agreement among the parties relating to this subject matter. Certain provisions of the Terms may be superseded by legal notices or terms located on expressly and conspicuously stated pages on this Website.

Medata may assign our rights and responsibilities under these Terms to any of our successors, assigns and licensees at any time for any reason without notice to you. You may not assign your rights under this Agreement without Medata's express written consent.

Medata's failure to exercise its rights or to enforce the strict performance of you or any other party with respect to any provision of these Terms shall not be considered as a waiver of its right to assert or rely upon any such provision or right and the same will be and remain in full force and effect.

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Unless you agree subsequently to arbitration provision in the Terms of Service (and in the event that such provision is found unenforceable), any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of Orange, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

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.

Last updated – September 1, 2019

THIS AGREEMENT (this "Agreement") is effective as of the date of Registration between MEDATA, INC., a California corporation ("Medata" or "Company"), and You ("Registered User").
The parties hereby agree as follows:

User Accounts

Medata Platform : Medata is in the business of providing Registered Users with a digital platform (the "Company Platform") to access Medata's cost containment solution. Medata shall make the Company Platform available to Registered Users as set forth in this Agreement. Each Registered Users will have its own account; This Agreement shall apply to each Registered User Account on the Platform. The Registered User is responsible for making all arrangements necessary for it to have access to the Company Platform and for ensuring that Registered User's agents and employees are aware of and abide by the terms of this Agreement.

Registration : Before becoming a Registered User, a User must create an account with Medata ("Account") and provide Medata with information about the User reasonably related to the purposes set forth in this Agreement. If the User is registering on behalf of a legal entity, the User represents and warrants that the User has the authority to legally bind that entity and grant all necessary permissions associated with registering an Account. Misrepresenting the User's affiliation or association with an entity may result in immediate termination of User's Account and ineligibility to participate on the Company Platform.

Passwords and Security : Registered Users of this Website are solely responsible for all activities occurring under their account and for protecting and preserving the privacy and confidentiality of their account settings, information and password(s). You must notify us immediately if you know or suspect any security breach, disclosure, theft or unauthorized use of your user account or related information or unauthorized disclosure of your password or anyone else's password that you believe may be compromised in any way.

Account Updates : Company may ask that Registered Users update their Account or provide additional or different information from time to time as reasonably necessary to administer Registered User's use of the Company Platform, such as additional relevant details about Registered User's contact and payment information.

Account Termination : Company may suspend or terminate Registered User's Account for repeated and willful violations of Medata policies, Terms of Use, or other Agreement between Registered User and Medata. A Registered User may terminate its Account at any time by notifying Company. The Registered User is responsible for all activity associated with Registered User's Account made before it is closed including payment of fees, Taxes, fines or other charges and other liabilities caused by or resulting from use of the Company Platform or Services. Company may retain and continue to display publicly available Content after Owner's Account is terminated.

Ownership, License, and Restrictions

Company's Intellectual Property : Company owns all rights, titles, and interests in the Company Platform, and all intellectual property embodied or contained therein (individually and collectively, "IP"). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through the Registered User's Account, Company grants to the Registered User a limited, temporary, revocable, non-transferable, non-exclusive license to use the Company Platform for the purposes described in this Agreement and only as provided to the Registered User through the Company Platform. This license does not constitute a transfer of ownership or grant the Registered User any additional rights to use the IP. The Registered User may not register, claim ownership in, or sublicense the Company Platform or IP; use the Company Platform or IP in violation of this Agreement or Laws; or reverse engineer or copy all or any portion of the Company Platform or IP (except as expressly permitted). Company may suspend or close the Registered User's Account if Company reasonably determines that the Registered User's use of the Company Platform or IP exceeds the scope of this grant; or that the Registered User is attempting to hack or disrupt the use of the Company Platform or IP by others; or that Owner is otherwise interfering with the normal operation of the Company Platform.

Third Party Rights : Some features of the Company Platform are services provided by third parties. The Registered User's use of those features is subject to that third party's terms of use. If the Registered User clicks on a link to third party sites or services the Registered User will be directed to a site or service Company does not control, and may be subject to different terms and conditions.

Prohibited Uses : The Registered User may use the Company Platform for only for lawful purposes. The Registered User agrees not to use the Company Platform: (a) In any way that violates Laws (including, without limitation, any Laws regarding the export of data or software to and from the US or other countries); (b) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) To knowingly and intentionally send, receive, upload, download, use, or re-use any material which does not comply with the reasonable standards of decency or decorum; (d) To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation; (e) To impersonate or attempt to impersonate 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); (f) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Company Platform, or which, as determined by Company, may harm Company or users of the Company Platform, or expose them to liability.

Term; Termination

The "Initial Term" of this Agreement shall begin on the Effective Date and continue, unless terminated earlier in accordance with this Agreement, until the 12-month anniversary of such date. The Initial Term shall automatically renew upon the same terms and conditions of this Agreement for successive periods of 12 months each (each 12-month renewal period is a "Renewal," and the Initial Term and the Renewals are, collectively, the "Term") unless written notice of non-renewal is provided by one party to the other at least 30 days prior to the end of the then-current Term. In addition to any other termination rights set forth in this Agreement, this Agreement may be terminated: (i) by either party at any time after the Initial Term by providing no less than 60 days' prior written notice to the other party; or (ii) at any time by the non-defaulting party upon 5 days' prior notice to the defaulting party if a party is in default of its obligations hereunder and fails to cure such default within 30 days of receipt of notice of such default by the non-defaulting party.

Access to Platform Content

LookUp Credits : Access to specific proprietary content ("Content") shall be made available Registered Users through the purchase and redemption of Look Up Credits. Look Up Credits may be purchased through the Company Platform in specific increments at the prices set forth on the Company's Platform at the time of purchase. Look Up Credits may only be redeemed on the Company Platform, have no cash value, are non-transferrable and non-refundable. Credits expire immediately upon the cancellation or termination of your membership unless used prior to cancellation or termination.

Purchased Content : Purchased Content is made available to Registered Users for download, and Company encourages Registered Users to download the Content promptly after purchase. As a convenience Company may continue to make your purchased content available for re-download through the Registered User's Company Platform Account, but Company does not guarantee that such Content will be available for re-download and Company will not be liable to the Registered User if it becomes unavailable for further re-download.

Ownership of Content : Registered User acknowledges that use of the Company Platform and access to the Content may provide Registered User access to information that is not generally known to the public and which Company considers proprietary and confidential, including any all information subject to licensing restrictions, rights of privacy, and information that is the product of Company's research and analysis. With respect to all Content, the Registered User agrees to: (i) use the Content only for purposes consistent with this Agreement; and (ii) use the same care to protect the confidential nature of the Content as it uses to protect its own confidential information of a similar nature. Registered User agrees to notify Company promptly in the event of any circumstances of which the Registered User has knowledge relating to the unauthorized access, possession, use, or knowledge of any portion of the Content by any unauthorized person. Registered User shall not remove, alter, cover or obfuscate any copyright notice, trademark or other proprietary rights notice placed by Medata in or on the Company Platform or in the Content or any portion thereof and shall insure that all such notices are reproduced on all copies made by the Registered User.

Content Disclaimer : All Content provided through the Company Platform, whether for purchase or not, is provided "As Is" and without warranty of any kind, to the extent permitted by law. Company does not warrant the accuracy of completeness of any of the Content or other information provided on or through the Company Platform. Medata does not provide payment recommendations or financial or legal advice of any nature. ALL of the data and values obtained from the Program are for reference only and are not to be construed or relied upon by anyone as a payment recommendation or other advice of any nature as to healthcare provider billing and payment determinations, or the appropriateness of any billed charges in any healthcare provider billing.

Fees; Payment : Fees for purchased Look Up Credits other services will be stated at the time of your purchase or Registration, as applicable, and available elsewhere on the Website. Fees may be subject to tax and are non-refundable except in the specific circumstances described in this Agreement. Medata only accepts credit cards or debit cards for payment of Fees. Credit card processing fees may be applied to the payment of fees made by credit card and will be shown as an added line item for each transaction per the terms of the credit card processing agreement in effect between Medata and any card processing firm or entity performing this service from time to time. These fees may vary and any present waiver by Medata of charging these fees does not obligate Medata to waive or absorb credit card processing fees at any time in the future. Registered Users are responsible for any taxes that may be applicable to the Registered User's transactions.

Refunds : Refunds of Fees paid will only be issued if: (i) The Registered User cancels his/her Account within thirty (30) days of registration so long as the Registered User has not redeemed any Look-Up Credits; or (ii) Accessibility or technological issues prevent proper access or use of the Company Platform and its Content and you notify Company within (10) business days of such the first date of such occurrence. ALL OTHER PURCHASES ARE NON-REFUNDABLE.

Injunctive Relief : Because of the unique and proprietary nature of the Company Platform and Content, it is understood and agreed that Medata's remedies at law for a breach by Registered Users obligations under this Section 4 will be inadequate and that Medata shall, in the event of any such breach, be entitled to equitable relief (including, without limitation, injunctive relief and specific performance) without any requirement to post a bond as a condition of such relief, in addition to all other remedies provided under this Agreement or available to Medata at law.

Warranty

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. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE COMPANY PLATFORM OR ANY CONTENT OR ITEMS OBTAINED THROUGH THE COMPANY PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE COMPANY PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY PLATFORM IS AT YOUR OWN RISK. THE COMPANY PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. 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 COMPANY PLATFORM OR CONTENT PROVIDED THEREON.

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. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Service Level

Medata will utilize its commercially reasonable efforts to provide continuous access to the Company Platform, subject to the maintenance schedule and other unscheduled service interruptions beyond Medata's control. Medata shall have no responsibility for any inability to access the Company Platform or Content thereon. Medata does not warrant Registered User's access will be free from interruption. Medata's Company Platform Maintenance Schedule is provided here.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE FEES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW

Arbitration

Binding Arbitration : The Parties each agree that any and all claims, controversies or disputes arising out of or relating to this Agreement, including but not limited to any claims relating to the construction, interpretation, enforceability or any breach of this Agreement or this agreement to arbitrate (collectively "Disputes"), will be settled by final and binding arbitration in Orange County, California or such other location as may be mutually agreed by the Parties in accordance with the Commercial Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect. To the extent permitted by law, the hearing and all filings and other proceedings shall be treated in a private and confidential manner by the arbitrator and all parties and representatives, and shall not be disclosed except as necessary for any related judicial proceedings. The arbitration will be conducted before an arbitrator to be mutually agreed upon by the parties from JAMS' panel of arbitrators. Registered User, on the one hand, and Company, on the other hand, shall be equally responsible for the fees of the arbitration (provided, however, that Parties that are not a named claimant or respondent in the arbitration shall not be responsible for any portion of the costs or fees of the arbitration). In the event that the Parties are unable to mutually agree upon the arbitrator, JAMS shall provide a slate of seven arbitrators from its arbitrator panel and Registered User, on the one hand, and the Company, on the other hand shall have the opportunity to strike three names and rank the remaining four arbitrators in order of preference. JAMS shall then select the highest ranked arbitrator to preside over the arbitration. The arbitrator will have jurisdiction to determine the arbitrability of any claim. The arbitrator shall have the authority to grant all monetary or equitable relief (including, without limitation, injunctive relief, ancillary costs and fees, and punitive damages) available under state and/or federal law. Judgment on any award rendered by the arbitrator may be entered and enforced by any court having jurisdiction thereof. In addition to any other relief awarded, the prevailing party in any arbitration or court action covered by this Agreement, as determined by the arbitrator or court in a final judgment or decree, shall be entitled to recover costs, expenses, and reasonable attorneys' fees to the maximum extent permitted by applicable law.

Class Action and Jury Waiver : Each party agrees that any action or claim arising from or related to this Agreement may only be brought on an individual basis and not part of a class action or consolidated arbitration, or join claims with other users or third parties. Further, each party expressly waives its right to a jury.

Miscellaneous Provisions

Assignment : Registered User may not assign or transfer this Agreement or any rights which it holds hereunder.

Limitation on Access : Only Registered User may access the Company Platform. Affiliates or related entities of Registered User are not permitted to access the Program without Medata's prior written consent. As used herein, "Affiliates" means subsidiary corporations owned in excess of 50% by Registered User or the Registered User's entity.

Attorney Fees & Costs. : In any dispute or arbitration, the prevailing party shall be entitled to the recovery of costs of enforcement, including reasonable attorney fees.

Entire Agreement. : Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire Agreement between Medata and Registered User pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Medata and Registered in relation to the access to and use of the Company Platform.No employee, agent or representative of Medata has authority to bind Medata with regard to any contrary provision. This Agreement may not be modified in any way except by an instrument in writing executed by the parties hereto.

Successors & Assigns : This Agreement shall insure to the benefit of and shall be binding upon the parties hereto and their respective permitted successors and assigns.

Survival of Obligation : Registered User's payment obligations hereunder and the obligations of Registered User shall survive expiration or termination of this Agreement for any reason.

Severability : In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

No Agency or Other Relationship : Nothing contained herein shall be deemed to be or construed as creating a joint venture or partnership or agency between Medata and Registered User. Registered User is not by virtue of this Agreement authorized as an agent or legal representative of Medata.

Third Party Databases : The Medata Platform uses as a component of its services, certain third party databases, whose owners license the use of their products to Medata subject to certain license agreement requirements. Regardless of the method of electronic access, Registered Users are required to confirm receipt and acceptance of the Third Party Database License Terms prior to each access of the Medata Company Platform. The Third Party Database License Terms are incorporated herein by reference. Execution of the Registration Agreement confirms your compliance with the requirements applicable for Medata to sublicense the use of these third party databases and your agreement to comply with those terms.

Waiver : The waiver by either of the parties to this Agreement of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision itself.

Headings. : The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

Force Majeure : No party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party's reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party's financial condition or negligence).

No Third Party Beneficiaries : Except as set forth in Section 9.9, above, This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties.

Notices : Notices to either party hereunder shall be in writing and shall be sent by certified mail, postage prepaid with return receipt requested, as follows, unless otherwise designated in writing by the parties:
MEDATA, INC.
5 Peters Canyon, Suite 250
Irvine, CA 92606
Attention: President

Medata will use commercially reasonable efforts to assure that the Program will be free from material defects in materials and workmanship from the date of its initial establishment and operation, and that the Medata servers and other hardware owned and maintained by Medata at its facilities will operate and perform substantially as described and in a manner consistent with the obligations of Medata under this Agreement, subject to normal maintenance and upkeep. Medata makes no warranty that the Program will be error-free.

All rights reserved. This work is the property of, and embodies trade secrets and confidential information proprietary to, Medata, Inc., and may not be reproduced, copied, disclosed, transferred, adapted, or modified without the express written approval of Medata, Inc.

The Medata Company Platform uses, as a component of its integrated software, certain third party databases, the owners of which license the use of their product to Medata subject to certain license agreement requirements. To access the Medata Company Platform, the terms and conditions of the licenses by the owners of these third party databases must be reviewed, accepted, and must be complied with to obtain and continue access to the Medata Company Platform. See detailed Terms and Conditions attached. In many instances, Medata's customers are already licensees of the relevant third party database, and thus have the right to access third party database content.

Regardless of the method of electronic access, Registered Users are required to confirm receipt and acceptance of the Third Party Database License Terms prior to each access of the Medata Company Platform.

CPT © is a registered trademark of the American Medical Association.

Licenses

The Medata Software incorporates the use of CPT © codes, and it is important to understand that CPT is copyrighted by the AMA and is available only through the AMA. Medata is authorized to sublicense the product by providing a non-transferable, non-exclusive license for the sole purpose of internal use by the Registered User who has licensed the Medata Software. In addition, the AMA has authorized OptumInsight to license the use of CPT codes on their behalf in Alaska, Connecticut, Georgia, Maryland, Mississippi, Nebraska, New York, North Carolina and Wisconsin. The license of the right to use the CPT codes, as managed by OptumInsight, is dependent upon their continuing contractual relations with the AMA. All users of the Medata Software are required to agree to the terms and conditions of the sublicense, through the AMA, and where applicable, OptumInsight. The following terms and conditions are applicable to the sublicense, and must be agreed to by the Registered User as a condition to access of the Medata Software:

1. The license disclosures are required with respect to access to the CPT codes:
   
   CPT copyright 2019 American Medical Association. All rights reserved.
   
   Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein.
   
   CPT is a registered trademark of the American Medical Association.
   
   Applicable FARS/DFARS Restrictions Apply to Government Use.
   
   
2. CPT is copyrighted by the AMA and "CPT" is a registered trademark of the AMA. The license provided herein is non-transferable, non-exclusive and for the sole purpose of Registered User's internal use in the United States. Registered User shall not use CPT or information contained therein in any public computer based information system or public electronic bulletin board (including the Internet and world wide web). Nor shall Registered User create any derivative works based on CPT. Copies of the CPT codes may be used only for archival purposes. Registered User will assure that all notices of the AMA's proprietary rights, including trademark and copyright in CPT, will appear in all permitted back up or archival copies made by the Registered User. Registered User will assure that anyone who has authorized access to the CPT codes complies with the provisions of this license.
   
   
3. The AMA and OptumInsight provide CPT "AS IS," without any liability to the AMA or OptumInsight, including, without limitation, liability for consequential or special damages or lost profits for sequence, accuracy or completeness of the CPT data. The AMA and OptumInsight do not warrant that CPT will meet Registered User's requirements. The AMA and OptumInsight disclaim any liability for any consequences due to use, misuse or interpretation of information contained or not contained in CPT. In the event the Software or Data includes NTIS material, the responsibility for the content of any "National Correct Code Policy" included in this product is with the Centers for Medicare and Medicaid Services ("CMS") and no endorsement by the AMA or OptumInsight is intended or should be implied. The AMA and OptumInsight disclaim responsibility for any consequences or liability attributable to or related to any use, nonuse or interpretation of information contained in this product.
   
   
4. Upon any default by Registered User, the license provided herein shall terminate. If any provision of this license is determined to violate any law or is unenforceable, the remainder of the license will remain in full force and effect.
   
   
5. U.S. Government Rights
   This product includes CPT which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60654. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b) (2)(November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
   
   
6. This sublicense will terminate automatically if you violate its terms or if the AMA or OptumInsight is not able to make CPT codes available to you any longer. If any provision of this sublicense is held to be unenforceable or contrary to public policy, all remaining portions will continue to be enforceable.

The Medata Software incorporates the use of database commonly referred to as the Truven Health Analytics "Redbook" owned by MicroMedex. Medata is authorized to sublicense the product by providing a non-transferable, non-exclusive license for the sole purpose of internal use by the Registered User who has licensed access to the Medata Company Platform. The following terms and conditions are applicable to the subRegistered User, and must be agreed to by the Registered User as a condition to access of the Medata Company Platform.

The following disclosures are required disclosures:

Copyright © 2019 Truven Health Analytics PDR. All rights reserved. Information is for Registered User's use only and may not be sold, redistributed or otherwise used for commercial purposes.

The Average Wholesale Price (AWP) as published by Truven Health Analytics is in most cases the manufacturer's suggested AWP and does not necessarily reflect the actual AWP charged by a wholesaler. Truven Health Analytics bases the AWP data it publishes on the following:

• AWP is reported by the manufacturer, or
• AWP is calculated based on a markup specified by the manufacturer. This markup is typically based on the Wholesale Acquisition Cost (WAC) or Direct Price (DIRP), as provided by the manufacturer, but may be based on other pricing data provided by the manufacturer.

MicroMedex requires that the sublicense agreement require, for the benefit of MicroMedex, as the third party licensor, that the Registered User agree to the following:

1. The MicroMedex product ("Product") as incorporated in the Medata Software may be used only on the designated number of central processing units for which applicable fees have been paid or are required to be paid.
2. The Product may not be used for the benefit of a third party.
3. The Registered User is not authorized to place the product in such a manner that it would be accessible to others on the Internet.
4. The licensor is not obtaining any title or any right or interest in the Product, but is provided solely a non-exclusive license for its use.
5. The Registered User will retain and ensure that all disclaimer notices as required in this Product are appropriately displayed in use of the Medata Software.
6. The Registered User has no right to assign, transfer or duplicate the Product except that one copy may be made for back up purposes.
7. Upon expiration or termination of this sublicense right, the Registered User will discontinue use of the Product and will destroy all copies thereof.
8. The Registered User will not use any version of the Product other than the most current version.
9. The Registered User acknowledges that there is no warranty or representation provided by MicroMedex to the Registered User.
10. By accepting the license, the Registered User waives any claim for direct, indirect, incidental, consequential, special, punitive or exemplary damage remedies against Medata or MicroMedex. Under no circumstances will the liability of MicroMedex or Medata receive the fees paid to each, respectively, for use of the Product.
11. The Registered User will not use any of the information generated or provided by the Product (as incorporated in Medata's software) in connection with the treatment of patients, to a licensed healthcare professional directly connected to the Registered User, either as an employee or as an authorized affiliate, and then only under the supervision of, and reliance upon, the clinical discretion and judgment of the licensed physician. The customer assumes full responsibility for ensuring the appropriateness of using and relying upon the information in view of all of attendant circumstances, indications and contraindications.

Registered Users are required to indicate their acceptance of the terms of the Third Party Database License Terms prior to each access to the Medata Company Platform.