This Referral Source License Agreement (this "Agreement") is entered into effective as of the day of (the "Effective Date") by and between DMEscripts LLC, a Delaware limited liability company ("DMEscripts") and ("Subscriber").

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES AND LICENSE
   1. Scope of Services. Commencing on the Effective Date, DMEscripts will provide Customer with access, via a DMEscripts-approved website (the "DMEscripts Site"), to software and interfaces that allow healthcare providers to electronically prescribe and arrange for, or to process or receive orders for the provision of durable medical equipment and home medical equipment and services to patients (the "Prescribing Hub") for the term of this Agreement. Additionally, DMEscripts may provide mutually agreed upon services (the "Services"), such as setting up interfaces to pass patient demographic and other information between the DMEscripts Site and Customer's databases and information systems (collectively, "Customer's Systems"). The DMEscripts Site, the Prescribing Hub and the Services are collectively referred to herein as the "Software." DMEscripts shall provide the Software and perform any and all other obligations it has under this Agreement in a good and workmanlike manner and in accordance with all applicable laws.
   2. License. Subject to the terms, conditions, and restrictions set forth in this Agreement, DMEscripts grants to Customer for use by Customer and its authorized users during the term of this Agreement, a non-exclusive and royalty-free license to access and use the Software and any related software and materials as described and permitted under this Agreement. Customer agrees that this Agreement constitutes a non-exclusive license to use the Software that is revocable by DMEscripts, and that this Agreement is not intended to vest in Customer, or confer upon Customer any property ownership interest in the Software or in any of the information or data associated therewith.
   3. Customer's Covenants. As a condition to its access and use of the Software, Customer acknowledges, covenants and agrees that:
      1. The Software, including all versions, revisions, updates, iterations, modifications, enhancements, improvements, and/or derivations thereof or thereto, are the exclusive property of DMEscripts. Any disclosure of information by DMEscripts relating to the Software, whether such disclosure is written or verbal, shall not constitute an express or implied waiver of any proprietary rights therein or thereunder, nor shall any such disclosure by DMEscripts constitute a grant to Customer of any rights therein or thereunder. DMEscripts reserves all rights in and to the Software not expressly granted to Customer hereunder.
      2. The Software and all related data, codes, specifications, or other information contained therein or relating thereto (other than Customer's, other referral sources' and subscribers' data), are proprietary and are considered by DMEscripts to be trade secrets and/or confidential business information, are not publicly available, and are deserving of protection as such.
      3. Customer will ensure that each of Customer's authorized users complies with the license and other provisions of this Agreement to the fullest extent it applies to Customer and/or the authorized users. Customer's authorized users will be required to acknowledge and/or agree to Terms of Use, which will be set forth on the DMEscripts Site, prior to accessing and utilizing the DMEscripts Site.
      4. Customer will not:
         1. Violate any applicable laws, third party rights, and/or any of DMEscripts's policies that may be provided to Customer in writing and/or posted from time to time on the DMEscripts Site (all of which shall be incorporated herein and become a part hereof, effective immediately upon provision to Customer and/or posting of such policies to the DMEscripts Site, provided that such policies do not conflict with this Agreement);
         2. Cause or permit the access or use of any of the Software by any person who is: (i) not duly authorized by DMEscripts, (ii) under the age of eighteen (18) years old, or (iii) temporarily or indefinitely suspended from accessing or using the Software;
         3. Circumvent or manipulate, or attempt to circumvent or manipulate, any of DMEscripts's policies, fee structure, or billing process or any fees that may be due to DMEscripts;
         4. Upload, submit or post to the DMEscripts Site any illegal, false, inaccurate, misleading, defamatory, or libelous content, photos, script, text or items (including any personal or confidential information belonging to any other person, other than health or billing information as authorized by such person and in compliance with HIPAA and other applicable law);
         5. Use the Software to distribute or disseminate any spam, chain letters, or illegal schemes;
         6. Infect the Software with any viruses or distribute viruses or any other technologies that may harm the Software and/or the interests or property of any other users of the Software;
         7. Copy, modify, distribute or otherwise use any content from the DMEscripts Site, except as provided herein, or otherwise use or appropriate any of DMEscripts's copyrights and/or trademarks, without prior written permission from DMEscripts;
         8. Copy, modify, adapt, duplicate, replicate, disassemble, decompile, or otherwise reproduce any aspect of the Software by "reverse engineering," "hacking" or any other means whatsoever, or attempt any of the foregoing; and
         9. Use the Software to harvest or otherwise collect information about or from other users of DMEscripts (except as intended under this Agreement), including, but not limited to, patient health information and/or email addresses.
2. CUSTOMER RESPONSIBILITIES
   1. Technology Environment. Unless otherwise agreed in writing by the parties, Customer shall have sole responsibility for and liability relating to and arising from: (a) acquiring and maintaining its own technology environment, including, without limitation, decisions relating to appropriate levels of security and meeting appropriate virtual private network standards; and (b) making any necessary modifications to Customer's firewalls, proxy servers and other hardware and software necessary to access the Software.
   2. Access.
      1. If necessary, Customer shall provide DMEscripts with reasonable access to Customer's technical personnel and to Customer's facilities and Customer's Systems and provide any appropriate security clearance to the extent necessary for DMEscripts to perform its obligations under this Agreement, and shall provide appropriate interface capabilities to Customer's Systems to pass patient demographic and other information to and from the DMEscripts Site.
      2. Customer shall be solely responsible for obtaining permissions from third parties for Customer's use of, and DMEscripts's access to, for hosting and support purposes, any third-party materials, information, assessments, scales, guidelines, or software that are integrated with or used in connection with the Software and that are supplied by Customer or at Customer's request.
   3. Content Submitted by Customer. Customer assumes full responsibility for the content of all information and material supplied by Customer to the DMEscripts Site and shall indemnify and hold DMEscripts harmless from all claims or liability arising out of the publication of such information or material, including reasonable attorney's fees and costs, except to the extent the claim or liability is caused by DMEscripts's willful misconduct or gross negligence. DMEscripts reserves the right to reject, in its sole discretion, any information or other copy submitted by the Customer.
   4. Unauthorized Use. Customer shall promptly notify DMEscripts upon Customer's discovery of any unauthorized use and/or disclosure of any information or data that would constitute a breach under the Health Insurance Portability and Accountability Act of 1996 – see, Pub. L. No. 104-191 – and the Health Information Technology for Economic and Clinical Health Act – see, Pub. L. No. 111-5 – and their corresponding regulations – see, 45 C.F.R. Parts 160, 162 and 164 – as they may be amended or modified from time to time or under applicable state privacy laws (collectively, "HIPAA"). Customer further agrees that it will reasonably cooperate with DMEscripts and assist DMEscripts with taking appropriate steps to mitigate harm caused by an unauthorized use or disclosure, including without limitation, by helping to regain possession of any breached information or data and by preventing its further unauthorized use, disclosure, or distribution.
   5. Authorized Users. Customer will provide DMEscripts with access to an initial electronic data report listing all of Customer's authorized users (e.g., prescribing practitioners and case managers) of the Software. Thereafter, Customer will maintain a current list of authorized users on the DMEscripts Site. Customer will use all commercially reasonable efforts to ensure Customer's authorized users are appropriately licensed and eligible to prescribe and/or arrange for, or to process or receive orders for, the provision of durable medical equipment and home medical equipment and services to patients via the Software.
3. CONFIDENTIALITY
   1. Limited Disclosure. Neither party may use the other party's Confidential Information (defined below) for any purpose other than performance of its obligations or receipt of benefits hereunder or as otherwise provided herein, except as authorized by the disclosing party in writing. Each party shall maintain the confidentiality of the other party's Confidential Information in the same manner in which the party maintains the confidentiality of its own similar Confidential Information, but in no event shall either party provide any less protection for the other party's Confidential Information than a reasonable person would. Accordingly, Confidential Information may only be disclosed to a party's employees or contractors on a "need to know" basis, and then only after such employees and/or contractors, as appropriate, have been apprised of the confidential nature of the information and have agreed to be bound by the terms of this Section 3; provided, however, that DMEscripts may de-identify and aggregate Customer data, in accordance with applicable law, including HIPAA, which it may then use or disclose to others for its own purposes. Additionally, each party may disclose the other party's Confidential Information in applicable court and/or arbitration documents and proceedings in the event of a dispute between the parties, provided that reasonable steps are taken to protect the confidentiality of the disclosures in such court and/or arbitration documents and proceedings. To the extent any Confidential Information is required to be disclosed in response to legal process duly issued, the party so required will, to the extent permitted under applicable law, notify the other party immediately and will reasonably cooperate with the other party to obtain a protective order or similar relief as desired by such other party.
   2. Definition of Confidential Information. "Confidential Information" means all confidential and/or proprietary information and derivatives therefrom, whether in written, oral, magnetic, electronic, or other form, which is the subject of reasonable efforts by a party to maintain its secrecy, including, without limitation, patient medical and demographic information, trade secrets, planned or existing formulas, programs, proprietary compilations, methods, techniques, products, services, financial information, business procedures, this Agreement (including without limitation all Appendices), and any other information which a disclosing party identifies as confidential and/or proprietary or which a reasonable person would understand to be of a confidential and/or proprietary nature but excluding any protected health information (as such term is defined in HIPAA), which is separately addressed in the parties' Business Associates Agreement, attached hereto as Appendix A. Confidential Information does not include information that: (a) is generally available to the public or lawfully obtained from third parties without the breach of any existing confidentiality requirements; (b) was lawfully and independently developed by, in the possession of, or known to a party prior to its receipt by the other party; (c) is provided to the other party with the intention that it be published, disseminated, released, or distributed by such other party to third parties; or (d) is required by law to be disclosed.
   3. Remedies. Each party acknowledges that in the event of a breach of the provisions of this Section 3, irreparable injury may result for which no remedy at law is adequate to compensate the non-breaching party. Accordingly, and in addition to any other legal remedies to which a party is entitled, either party may seek and obtain injunctive relief against the other party in the event of a breach or threatened breach of any provision(s) of this Section 3 and hereby waives any requirement that a bond or other undertaking be made as a condition to such injunctive relief. This Section 3 will survive the termination of this Agreement.
4. TERM AND TERMINATION
   1. Term. The term of this Agreement shall commence as of the Effective Date and remain in effect for an initial term of one (1) year, unless terminated earlier in accordance with the termination provisions set forth herein. Thereafter, this Agreement shall automatically renew for additional terms of one (1) year per renewal term unless either party provides written notice of non-renewal to the other party at least 60 days prior to the end of the then-current term.
   2. Termination. Except as otherwise set forth in this Agreement,
      1. Either party may terminate this Agreement at any time without cause upon at least 90 days' prior written notice to the other party.
      2. If a party materially breaches any provisions of this Agreement, the non-breaching party may notify the breaching party in writing of the conditions constituting such breach. If within 30 calendar days of receipt of such notice, the breaching party has not cured the deficiencies, the non-breaching party may terminate this Agreement immediately.
      3. Either party may terminate this Agreement immediately if any change of law, rule, or regulation, or interpretation of existing law, rule, or regulation would: (a) make this Agreement, or a material portion of a party's performance under this Agreement illegal; (b) prohibit or eliminate, or require a material change to any compensation arrangement contemplated hereunder; or (c) require that any material terms of this Agreement be extended to any nonparty.
      4. DMEscripts may terminate this Agreement immediately upon a breach by Customer of Section 2 and/or Section 3 of this Agreement.
   3. Insolvency. In addition to termination rights contained elsewhere in this Agreement, each of the following acts or omissions by either party are considered a default and will give the non-defaulting party the rights herein contained: (a) if either party to this Agreement voluntarily files a petition in or for bankruptcy, reorganization, or an arrangement with creditors; (b) if either party makes a general assignment for the benefit of creditors; (c) if either party fails to pay, or admits in writing its inability to pay debts as they become due; (d) if a trustee, receiver, or other custodian is appointed for either party; or (d) if any other case or proceeding under any bankruptcy is commenced in respect to either party, then, in each case, if such action is not dismissed within 60 days, the non-defaulting party may immediately terminate this Agreement and all further rights and obligations hereunder by giving written notice to the other party.
   4. Continuing Effect. Termination will have no effect upon the rights and obligations of the parties arising out of any transactions occurring prior to the effective date of such termination.
   5. Customer's Obligation. Upon termination of this Agreement without cause pursuant to Subsection 4.2.1, Customer will be liable for any fees agreed to in writing by the parties for Services actually performed and that were earned prior to the date of such termination.
5. WARRANTIES; LIABILITIES; REMEDIES
   1. Not Medical Advice. CUSTOMER UNDERSTANDS AND AGREES THAT DMEscripts IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT THE SOFTWARE SHOULD BE USED AS AN INFORMATIONAL AND ADMINISTRATIVE TOOL ONLY AND IS NOT A SUBSTITUTE FOR COMPETENT MEDICAL ADVICE AND THE PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS. All medical practice management and patient care decisions made by Customer using the Software will be exclusively the responsibility of Customer. Customer is solely responsible for the accuracy and adequacy of the information and data furnished to or received by the Customer via the Software.
   2. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DMEscripts MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING. THE SOFTWARE IS PROVIDED "AS-IS" AND THE ENTIRE RISK AS TO SATISFACTORY PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER. DMEscripts DOES NOT REPRESENT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
   3. Liability. LIABILITY ARISING UNDER THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES. NEITHER PARTY, NOR ITS SUPPLIERS, SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY, FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, COST OF RECREATING LOST DATA, INTERRUPTION OF BUSINESS OR DELAY IN ACCESS OR TRANSMISSION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY EXCEPT FOR THE OBLIGATIONS SPECIFIED IN SUBECTIONS 1.2, 1.3, 2.1, 2.2, 2.3, AND 3.1, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED $1,000 PER MONTH THAT THIS AGREEMENT IS IN EFFECT, CAPPED AT TWELVE (12) MONTHS, BEGINNING THE MONTH IMMEDIATELY PRECEDING THE INITIAL EVENT THAT GAVE RISE TO THE CLAIMS.
   4. Remedies. If either party materially breaches or threatens to materially breach any of the terms of this Agreement, the other party shall be entitled to such remedies (including, but not limited to, any applicable injunctive relief and hereby waives any requirement that a bond or other undertaking be made as a condition to such injunctive relief) to which such party is or may be entitled to at law, in equity, or otherwise. Notwithstanding the foregoing, in no event shall either party be entitled to consequential or punitive damages under this Agreement. In addition, in the event any action is brought to interpret or enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, experts' fees, collection costs, and court costs.
6. GENERAL PROVISIONS
   1. Advertising. Neither party may advertise or use any trademarks, service marks or symbols of the other party unless that party first provides samples of the advertising or other materials to the party owning such mark and/or symbol and obtains written approval from such party.
   2. Assignment. Neither party may assign this Agreement to a third party, except that each party has the right to assign this Agreement to any direct or indirect parent, subsidiary or affiliated company or to a successor company and/or to any successor entity acquiring all or substantially all of the party's assets. Any such assignee will assume all obligations of its assignor under this Agreement. No assignment will relieve any party of responsibility for the performance of any obligations that have already occurred. This Agreement will inure to the benefit of and be binding upon each party, its respective successors and permitted assignees.
   3. Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months following termination of this Agreement for any reason, neither party will, without the prior written consent of the other party, hire, solicit for hire or retain as an employee or independent contractor, any current or former employee or independent contractor of the other party who provided the Software or was otherwise involved in this Agreement, except that either party may hire, solicit for hire or retain such an employee or independent contractor of the other party who (a) responds to a general advertisement placed by the hiring party that does not specifically target and is not intended to target the particular person at issue; (b) is hired to perform services other than the type associated with this Agreement by a representative of the hiring party who is unaware of the solicitation and hiring restrictions contained in this Subsection; or (c) approaches the hiring party of their own accord seeking employment to provide services other than the type associated with this Agreement.
   4. Survival of Obligations. Termination of this Agreement shall not relieve either party from any: (a) liability which at the time of termination has already accrued to the other party or which thereafter may accrue in respect of any act or omission which occurred prior to such termination, (b) obligations with respect to Confidential Information, or (c) obligation to provide the other access to records.
   5. Independent Contractors. None of the provisions of this Agreement are intended to create nor shall be deemed or construed to create any relationship between the parties hereto other than that of independent contractors solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective officers, directors or employees, shall act as or be construed to be the agent, employee or representative of the other.
   6. Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach thereof.
   7. No Third-Party Beneficiaries. This Agreement is intended solely for the mutual benefit of the parties hereto and there is no intention, expressed or otherwise, to create any rights or interests for any other party or person other than Customer and DMEscripts. The terms set forth in this Agreement are applicable only to Customer and shall not be extended to any affiliate, subsidiary, parent or any other person or entity related or contracted with Customer, unless consented to by DMEscripts in writing.
   8. Notices. All notices provided for herein must be in writing as set forth below. Each party may designate by written notice any future or different addresses to which notices will be sent.
      1. If to DMEscripts, by: (a) facsimile, with transmission confirmation, (b) U.S. certified mail, return receipt requested, postage prepaid, or (c) overnight delivery service providing proof of receipt to the addresses listed below. Notices will be deemed delivered upon receipt or upon refusal to accept delivery.
         
         DMEscripts LLC
         7353 Company Drive
         Indianapolis, IN 46237
         Attn: Legal Department
         Email: info@DMEscripts.com
         Facsimile: 949-639-4332
         
         
      2. If to Customer, by electronic mail to the address below provided by Customer at the time this Agreement was signed. Notices will be deemed delivered upon transmission.
         
         Customer e-mail address:
   9. Excluded Providers. Each party represents that it is not debarred, suspended or otherwise ineligible to participate in any federal or state healthcare program. If either party determines that the other party is, or during the term of this Agreement becomes, debarred, suspended or otherwise ineligible to participate in any federal or state healthcare program, the party making the determination may terminate this Agreement immediately.
   10. Applicable Federal Laws, Executive Orders, and Regulations. Each party represents that to the extent such party is a federal government contractor and is subject to federal laws, executive orders and regulations regarding equal opportunity, affirmative action, and labor, such party is in compliance with: (i) 29 CFR Part 471, Appendix A to Subpart A, (ii) Executive Order 11246, as amended, (iii) Executive Order 13496, (iv) the Vietnam Era Veterans Readjustment Assistance Act of 1974, and (v) the Rehabilitation Act of 1973, as amended. To the extent applicable to a party, the foregoing laws, executive orders and regulations are incorporated herein by this reference and apply to such party. The parties further agree that they will comply with the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or veteran status.
   11. Entire Contract; No Oral Modification. This Agreement and its Appendices, attachments, exhibits and any other agreements or documents referenced in this Agreement contain the entire agreement between Customer and DMEscripts with respect to the subject hereof and supersedes any prior written or oral agreements. Customer and DMEscripts expressly agree there are no promises, agreements, conditions, undertakings, warranties, or representations, oral or written, expressed or implied, between them, other than as set forth herein. Customer acknowledges that it has not relied on the availability of any future version of any Software or any other future product or service in executing this Agreement. Except as otherwise set forth herein, this Agreement may not be modified orally or in any other manner except by an agreement in writing signed by both parties hereto or their respective successors-in-interest. Except as otherwise set forth herein, no changes, alterations or amendments shall be effective unless in writing and signed by both parties.
   12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws provisions.
   13. Contingency. Neither party hereto will be liable to the other for default or delay in the performance of any of its obligations hereunder (except any obligation to make payments when due) due to act of God, accident, fire, flood, storm, riot, war, sabotage, explosion, strike, concerted acts of workers, national defense requirements, governmental law, ordinance, rule or regulation, whether valid or invalid, extraordinary equipment failure, inability to obtain electricity or other type of energy, raw or finished material or feedstock from normal sources of supply, labor, equipment or transportation, or any similar or different contingency beyond its reasonable control which would make performance commercially impracticable whether or not the contingency is of the same class as those enumerated above, it being expressly agreed that such enumeration is non-exclusive; provided, however, that neither business downturn nor economic conditions will qualify as a contingency within the meaning of this Subsection.
   14. Severability. The provisions of this Agreement shall be severable, and if any provision shall be prohibited by law, or invalid, or unenforceable in whole or in part for any reason, the remaining provisions shall remain in full force and effect.
   15. Compliance with Laws. During the term of this Agreement, the parties shall comply with all laws applicable to the performance of their respective duties hereunder. Each party shall obtain and maintain all appropriate licenses and permits required by law. This Agreement shall terminate immediately upon any event which shall make the activities contemplated herein unlawful.
   16. Headings. The captions and headings contained herein are for convenience of reference purposes only and shall have no force or effect.
   17. No Waiver of Federal or State Rights. Nothing in this Agreement shall be construed to waive any rights nor create any obligations contrary to those that each party may have under any applicable federal or state law.
   18. Compliance Programs. The parties agree that they are committed to complying with all applicable laws and that each encourages a culture of compliance within its organization and/or operations.
   19. Signatures. Each party represents and warrants that the individual signing this Agreement on its behalf is duly authorized to bind such party to all terms and conditions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Furthermore, this Agreement may be executed by electronic signature and delivered by facsimile or other electronic means by any of the parties and the receiving party may rely on the receipt of such document as if the original had been received.
   20. Miscellaneous. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions, and that it has executed the same of its own free will. Further, the parties acknowledge that each has had the opportunity to review this Agreement with an attorney of their respective choice, and have agreed to all its terms. Under these circumstances, the parties agree that the rule of construction that a contract be construed against the drafter shall not be applied in interpreting this Agreement and that in the event of any ambiguity in any of the terms or conditions of this Agreement, including any Appendices hereto, such ambiguity shall not be construed for or against any party hereto on the basis that such party did or did not author the same.

IN WITNESS WHEREOF, the parties have executed and delivered this Referral Source License Agreement by their representatives duly authorized.

This HIPAA BUSINESS ASSOCIATE AGREEMENT (the "Agreement") is entered into by and between , (collectively "Covered Entity") and DMEscripts LLC, a Delaware limited liability company ("Business Associate") to implement and comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 – see, Pub. L. No. 104-191 – and the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act") – see, Pub. L. No. 111-5 – and their corresponding regulations – see, 45 C.F.R. Parts 160, 162 and 164 – as they may be amended or modified from time to time (the foregoing are collectively referred herein as, "HIPAA"). This Agreement shall be effective as of the day of (the "Effective Date").

1. Scope. As of the Effective Date, this Agreement applies to all present and future agreements and relationships, whether written, oral or implied, by and between Covered Entity and Business Associate, pursuant to which Business Associate receives from, or receives or creates on behalf of, Covered Entity, PHI (as such term is defined below) in any form or medium whatsoever and for which HIPAA requires a written Business Associate agreement to be in place (each, an "Applicable Agreement" and collectively, the "Applicable Agreements"). As of the Effective Date, this Agreement automatically extends to and amends all existing Applicable Agreements in effect on the Effective Date. This Agreement shall automatically be incorporated into all Applicable Agreements entered into by and between Covered Entity and Business Associate after the Effective Date.
2. Applicability of HIPAA to Business Associate. Business Associate acknowledges that, where provided in HIPAA, standards, requirements and implementation specifications adopted under HIPAA apply to Business Associate – see, Subparts C and D of 45 C.F.R. Part 160 and 45 C.F.R. Part 164.
3. Administrative Simplification. Business Associate agrees to the administrative responsibilities imposed on business associates as set forth in 45 C.F.R. §160.310 and to refrain from intimidation or retaliation as set forth in 45 C.F.R. §160.316.
4. Use and Disclosure of PHI. In no event may Business Associate use or disclose protected health information, as defined in HIPAA – see, 45 C.F.R. §160.103 – received from, or received or created on behalf of, Covered Entity ("PHI"), except as permitted or required by (a) an Applicable Agreement for the purpose set forth therein, or to the extent authorized thereby, (b) this Agreement, or (c) applicable law. Business Associate shall not use or disclose PHI in any manner that would, if done by Covered Entity, constitute a violation of HIPAA, except that Business Associate may use the PHI as provided in 45 C.F.R. §164.504(e)(2)(i) and 45 C.F.R. §164.504(e)(4) for the proper management and administration of Business Associate, to carry out the legal responsibilities of Business Associate or to provide data aggregation services relating to the healthcare operations of Covered Entity. For purposes of this Agreement, the term "data aggregation" shall have the meaning set forth in HIPAA – see, 45 C.F.R. §164.501. Business Associate represents that, to the extent Business Associate requests that Covered Entity disclose PHI to Business Associate, such a request is only for the minimum necessary PHI required for the accomplishment of Business Associate's purpose.
5. Safeguards against Misuse of Information. Business Associate agrees that it will use all appropriate safeguards and comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI, to prevent the use or disclosure of PHI other than as provided for in the Applicable Agreements or this Agreement.
6. Reporting of Disclosures of PHI. Business Associate shall promptly report to Covered Entity any use or disclosure of PHI of which it becomes aware that is other than as provided for in an Applicable Agreement or this Agreement, including breaches of unsecured PHI as required by Section 12 of this Agreement and 45 C.F.R.§164.410.
7. Agreements by Third Parties. Business Associate shall, in accordance with §164.502(e)(1)(ii), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate, agree in a written contract that complies with 45 C.F.R. §164.504(e)(1) and applicable provisions of 45 C.F.R. §§ 164.504(e)(2) through (e)(4) to appropriately safeguard such PHI. For purposes of this Agreement, the term "subcontractor" shall have the meaning set forth in HIPAA – see, 45 C.F.R. §160.103.
8. Access to Information. In accordance with HIPAA – see, 45 C.F.R. §164.524 – Business Associate shall make PHI available to each individual who is the subject of such PHI and provide access to such individual to inspect and obtain a copy of such PHI. Business Associate shall perform its obligations under this Section in a timely manner to allow Covered Entity sufficient time to meet any obligations it may have under HIPAA.
9. Availability of PHI for Amendment. In accordance with HIPAA – see, 45 C.F.R. §164.526 – Business Associate shall make PHI available for amendment and incorporate any amendments to PHI. Business Associate shall perform its obligations under this Section in a timely manner to allow Covered Entity sufficient time to meet any obligations it may have under HIPAA.
10. Accounting of Disclosures. In accordance with HIPAA – see, 45 C.F.R. §164.528 – Business Associate shall make available to Covered Entity the information required to provide an accounting to an individual of disclosures of PHI about that individual. Further, if a request is made by an individual directly to Business Associate for such an accounting of disclosures made by Business Associate, Business Associate shall notify Covered Entity and provide such an accounting. Business Associate shall perform its obligations under this Section in a timely manner to allow Covered Entity sufficient time to meet any obligations it may have under HIPAA.
11. Performance of Certain of Covered Entity's Obligation(s). To the extent Business Associate will carry out Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with the requirements of Subpart E of 45 C.F.R. Part 164 that apply to Covered Entity in the performance of such obligation(s).
12. Notification of Covered Entity in the Case of Breach by Business Associate or Business Associate's Subcontractor. Business Associate shall notify Covered Entity of a breach of unsecured PHI by Business Associate or Business Associate's subcontractor in connection with Business Associate's agreement(s) and relationship(s) with Covered Entity – see, 45 C.F.R. § 164.410. Such notice shall include, if known, the identification of each individual whose unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such breach.
13. Prohibition on the Sale of Electronic Health Records or PHI. Except as otherwise provided in HIPAA, Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI of an individual unless a valid HIPAA-compliant authorization is obtained from the individual.
14. HIPAA Security Requirements. Business Associate shall, to the extent Business Associate creates, receives, maintains or transmits electronic PHI on Covered Entity's behalf, (i) comply with the applicable requirements of Subpart C of 45 C.F.R. Part 164 – see, 45 C.F.R. §§ 164.306, 164.308, 164.310, 164.312, 164.314 and 164.316, (ii) in accordance with 45 C.F.R. §164.308(b)(2), ensure that any subcontractors of Business Associate that create, receive, maintain, or transmit electronic PHI on behalf of Business Associate agree to comply with the applicable requirements of Subpart C of 45 C.F.R. Part 164 by entering into a contract or other arrangement that complies with 45 C.F.R. §164.314, and (iii) report to Covered Entity any successful security incident of which Business Associate becomes aware, including breaches of unsecured PHI as required by 45 C.F.R. §164.410. For the purposes of this Agreement, a "successful security incident" is the successful unauthorized access, use, disclosure, modification or destruction of information or interference with system operations in an information system.
15. Availability of Books and Records; Audits.
    1. Business Associate shall make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services ("HHS") or any other officer or employee of HHS to whom the applicable authority has been delegated (the "Secretary") for purposes of determining Covered Entity's compliance with HIPAA.
    2. Business Associate shall cooperate with the Secretary in connection with audits that may be conducted by the Secretary to ensure that Business Associate is in compliance with applicable provisions of HIPAA.
16. Termination, Cure or Report upon Breach of Provisions Applicable to PHI.
    1. If Business Associate breaches any material provision contained in this Agreement, Covered Entity shall give Business Associate 15 days' written notice to cure the breach. In the event that Business Associate fails to cure the breach within the 15-day period, Covered Entity may terminate this Agreement along with any and all of the Applicable Agreements which relate to the breach, with 30 days' written notice.
    2. If Covered Entity breaches any material provision contained in this Agreement or Business Associate becomes aware of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation by Covered Entity of this Agreement, Business Associate shall give Covered Entity 15 days' written notice to cure the breach. In the event that Covered Entity fails to cure the breach within the 15-day period, Business Associate may terminate, with 30 days' written notice, this Agreement along with any and all of the Applicable Agreements which relate to the breach.
    3. If Business Associate becomes aware of a pattern of activity or practice of one of its subcontractors that constitutes a material breach or violation of the subcontractor's HIPAA-related obligations to Business Associate, Business Associate shall take reasonable steps to cure the breach or end the violation. If Business Associate's reasonable steps to cure the breach or end the violation, as applicable, are unsuccessful, Business Associate shall immediately terminate the contract or arrangement with the subcontractor, if feasible.
17. Return or Destruction of PHI upon Termination. Upon termination of this Agreement or any or all of the Applicable Agreements, Business Associate shall either return or destroy all applicable PHI which Business Associate still maintains in any form. Covered Entity and Business Associate agree that it will not be feasible for Business Associate to return or destroy all PHI without retaining copies; thus, Business Associate may retain either the originals or copies of such PHI and the terms and provisions of this Agreement shall survive termination of this Agreement or any or all of the Applicable Agreements with regard to such PHI and such PHI shall be used or disclosed solely for such purpose or purposes which prevented the return or destruction of such PHI.
18. Independent Parties. None of the provisions of this Agreement is intended to create or shall be deemed or construed to create any relationship between the parties hereto other than that of independent contractors solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective officers, directors or employees, shall act as or be construed to be the agent, employee or representative of the other.
19. Effect. The terms of this Agreement shall supersede any other conflicting or inconsistent terms in any and all Applicable Agreements to which this Agreement applies, including all exhibits or other attachments thereto and all documents incorporated therein by reference. Except as modified by this Agreement, all terms of the Applicable Agreements shall remain in force and effect.
20. Further HIPAA Compliance. The parties acknowledge and agree that the purpose of this Agreement is to impose on the parties any and all provisions which HIPAA requires to be imposed upon Covered Entity and Business Associate under a Business Associate Agreement. Accordingly, the parties agree that any provision that is required by HIPAA to be imposed on either party under a Business Associate Agreement, either now or hereafter, is hereby incorporated into this Agreement by this reference, effective as of the compliance date required by HIPAA for the particular provision, without the need for any further amendment or modification to this Agreement. Each party agrees to take appropriate and reasonable steps to implement any such new provisions as required by HIPAA.
21. Definitions. All terms used in this Agreement that are not otherwise defined in the Applicable Agreements or this Agreement shall, as applicable, have the meaning ascribed to them in HIPAA.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, effective as of the date and year indicated above.

This Supplier Subscription Agreement (this "Agreement") is entered into effective as of the day of (the "Effective Date") by and between DMEscripts LLC, a Delaware limited liability company ("DMEscripts") and , with offices at ("Subscriber").

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES AND LICENSE
   1. Scope of Services. Commencing on the Effective Date, DMEscripts will provide Subscriber with access, via a DMEscripts-approved website (the "DMEscripts Site"), to software and interfaces that allow healthcare providers to electronically prescribe and arrange for, or to process or receive orders for the provision of durable medical equipment and home medical equipment and services to patients (the "Prescribing Hub") for the term of this Agreement. Additionally, DMEscripts shall provide the services (the "Services"), which may include setting up interfaces to pass patient demographic and other information between the DMEscripts Site and Subscriber's databases and information systems (collectively, "Subscriber's Systems"). The DMEscripts Site, the Prescribing Hub and the Services are collectively referred to herein as the "Software." DMEscripts shall provide the Software and perform any and all other obligations it has under this Agreement in a good and workmanlike manner and in accordance with all applicable laws.
   2. License. Subject to the terms, conditions, payment requirements and restrictions set forth in this Agreement, DMEscripts grants to Subscriber for use by Subscriber and its authorized users during the term of this Agreement, a non-exclusive and royalty-free (subject to Subscriber's payment of fees due and payable under this Agreement, if any) license to access and use the Software and any related software and materials as described and permitted under this Agreement. Subscriber agrees that this Agreement constitutes a non-exclusive license to use the Software that is revocable by DMEscripts, and that this Agreement is not intended to vest in Subscriber, or confer upon Subscriber any property ownership interest in the Software or in any of the information or data associated therewith.
   3. Subscriber's Covenants. As a condition to its access and use of the Software, Subscriber acknowledges, covenants and agrees that:
      1. The Software, including all versions, revisions, updates, iterations, modifications, enhancements, improvements, and/or derivations thereof or thereto, are the exclusive property of DMEscripts. Any disclosure of information by DMEscripts relating to the Software, whether such disclosure is written or verbal, shall not constitute an express or implied waiver of any proprietary rights therein or thereunder, nor shall any such disclosure by DMEscripts constitute a grant to Subscriber of any rights therein or thereunder. DMEscripts reserves all rights in and to the Software not expressly granted to Subscriber hereunder.
      2. The Software, and all related data, codes, specifications, or other information contained therein or relating thereto (other than Subscriber's, other subscribers' and referral sources' data), are proprietary and are considered by DMEscripts to be trade secrets and/or confidential business information, are not publicly available, and are deserving of protection as such.
      3. Subscriber will ensure that each of Subscriber's authorized users complies with the license and other provisions of this Agreement to the fullest extent it applies to Subscriber and/or the authorized users. Subscriber's authorized users will be required to acknowledge and/or agree to Terms of Use, which will be set forth on the DMEscripts Site, prior to accessing and utilizing the DMEscripts Site.
      4. Subscriber will not:
         1. Violate any applicable laws, third party rights, and/or any of DMEscripts's policies that may be provided to Subscriber in writing and/or posted from time to time on the DMEscripts Site (all of which shall be incorporated herein and become a part hereof, effective immediately upon provision to Subscriber and/or posting of such policies to the DMEscripts Site, provided that such policies do not conflict with this Agreement);
         2. Cause or permit the access or use of any of the Software by any person who is: (i) not duly authorized by DMEscripts, (ii) under the age of eighteen (18) years old, or (iii) temporarily or indefinitely suspended from accessing or using the Software;
         3. Circumvent or manipulate, or attempt to circumvent or manipulate, any of DMEscripts's policies, fee structure, or billing process or any fees that may be due to DMEscripts;
         4. Upload, submit or post to the DMEscripts Site any illegal, false, inaccurate, misleading, defamatory, or libelous content, photos, script, text or items (including any personal or confidential information belonging to any other person, other than health or billing information as authorized by such person and in compliance with HIPAA and other applicable law);
         5. Use the Software to distribute or disseminate any spam, chain letters, or illegal schemes;
         6. Infect the Software with any viruses or distribute viruses or any other technologies that may harm the Software and/or the interests or property of any other users of the Software;
         7. Copy, modify, distribute or otherwise use any content from the DMEscripts Site, except as provided herein, or otherwise use or appropriate any of DMEscripts's copyrights and/or trademarks, without prior written permission from DMEscripts;
         8. Copy, modify, adapt, duplicate, replicate, disassemble, decompile, or otherwise reproduce any aspect of the DMEscripts Site by "reverse engineering," "hacking" or any other means whatsoever, or attempt any of the foregoing; and
         9. Use the DMEscripts Site to harvest or otherwise collect information about or from other users of DMEscripts (except as intended under this Agreement), including, but not limited to, patient health information and/or email addresses.
2. COMPENSATION
   1. Fee. Subscriber will pay fees for usage of the Software in accordance with the fee schedule set forth in Appendix A of this Agreement.
3. SUBSCRIBER RESPONSIBILITIES
   1. Technology Environment. Unless otherwise agreed in writing by the parties, Subscriber shall have sole responsibility for acquiring and maintaining its own technology environment. Subscriber shall also be responsible for making any necessary modifications to Subscriber's firewalls, proxy servers and other hardware and software necessary to access the Software.
   2. Access.
      1. If necessary, Subscriber shall provide DMEscripts with reasonable access to Subscriber's technical personnel and to Subscriber's facilities and Subscriber's Systems and provide any appropriate security clearance to the extent any or all of them are necessary solely for DMEscripts to perform its obligations under this Agreement, and shall provide appropriate interface capabilities to Subscriber's Systems to pass patient demographic and other information to and from the DMEscripts Site. DMEscripts shall use due care when accessing Subscriber's Systems and shall not take any actions that could reasonably be foreseen to cause harm to such Subscriber's Systems or any data thereon.
      2. Subscriber shall be solely responsible for obtaining permissions from third parties for Subscriber's use of, and DMEscripts's access to for integration, hosting and support purposes, any third-party materials, information, assessments, scales, guidelines, or software that are integrated with or used in connection with the Software and that are supplied by Subscriber or at Subscriber's request.
   3. Content Submitted by Subscriber. Subscriber assumes full responsibility for the content of all information and material supplied by Subscriber to the DMEscripts Site and shall indemnify and hold DMEscripts harmless from all claims or liability arising out of the publication of such information or material, including reasonable attorney's fees and costs, except to the extent the claim or liability is caused by DMEscripts. DMEscripts reserves the right to reject, in its sole discretion, any information or other copy submitted by the Subscriber.
   4. Unauthorized Use. Subscriber shall promptly notify DMEscripts upon Subscriber's discovery of any unauthorized use and/or disclosure of any information or data that would constitute a breach under the Health Insurance Portability and Accountability Act of 1996 – see, Pub. L. No. 104-191 – and the Health Information Technology for Economic and Clinical Health Act – see, Pub. L. No. 111-5 – and their corresponding regulations – see, 45 C.F.R. Parts 160, 162 and 164 – as they may be amended or modified from time to time or under applicable state privacy laws (collectively, "HIPAA"). Subscriber further agrees that it will reasonably cooperate with DMEscripts and assist DMEscripts with taking appropriate steps to mitigate harm caused by an unauthorized use or disclosure, including without limitation, by helping to regain possession of any breached information or data and by preventing its further unauthorized use, disclosure, or distribution.
4. CONFIDENTIALITY
   1. Limited Disclosure. Neither party may use the other party's Confidential Information (defined below) for any purpose other than performance of its obligations or receipt of benefits hereunder or as otherwise provided herein, except as authorized by the disclosing party in writing. Each party shall maintain the confidentiality of the other party's Confidential Information in the same manner in which the party maintains the confidentiality of its own similar Confidential Information, but in no event shall either party provide any less protection for the other party's Confidential Information than a reasonable person would. Accordingly, Confidential Information may only be disclosed to a party's employees or contractors on a "need to know" basis, and then only after such employees and/or contractors, as appropriate, have been apprised of the confidential nature of the information and have agreed to be bound by the terms of this Section 4; provided, however, that DMEscripts may de-identify and aggregate Subscriber data, in accordance with applicable law, including HIPAA, which it may then use or disclose to others for its own purposes. Additionally, each party may disclose the other party's Confidential Information in applicable court and/or arbitration documents and proceedings in the event of a dispute between the parties, provided that reasonable steps are taken to protect the confidentiality of the disclosures in such court and/or arbitration documents and proceedings. To the extent any Confidential Information is required to be disclosed in response to legal process duly issued, the party so required will, to the extent permitted under applicable law, notify the other party immediately and will reasonably cooperate with the other party to obtain a protective order or similar relief as desired by such other party.
   2. Definition of Confidential Information. "Confidential Information" means all confidential and/or proprietary information and derivatives therefrom, whether in written, oral, magnetic, electronic, or other form, which is the subject of reasonable efforts by a party to maintain its secrecy, including, without limitation, patient medical and demographic information, trade secrets, planned or existing formulas, programs, proprietary compilations, methods, techniques, products, services, financial information, business procedures, this Agreement (including without limitation all Appendices), and any other information which a disclosing party identifies as confidential and/or proprietary or which a reasonable person would understand to be of a confidential and/or proprietary nature but excluding any protected health information (as such term is defined in HIPAA), which is separately addressed in the parties' Business Associates Agreement, attached hereto as Appendix B. Confidential Information does not include information that: (a) is generally available to the public or lawfully obtained from third parties without the breach of any existing confidentiality requirements; (b) was lawfully and independently developed by, in the possession of, or known to a party prior to its receipt by the other party; or (c) is provided to the other party with the intention that it be published, disseminated, released, or distributed by such other party to third parties.
   3. Remedies. Each party acknowledges that in the event of a breach of the provisions of this Section 4, irreparable injury may result for which no remedy at law is adequate to compensate the non-breaching party. Accordingly, and in addition to any other legal remedies to which a party is entitled, either party may seek and obtain injunctive relief against the other party in the event of a breach or threatened breach of any provision(s) of this Section 4. This Section 4 will survive the termination of this Agreement.
5. TERM AND TERMINATION
   1. Term. The term of this Agreement shall commence as of the Effective Date and remain in effect for an initial term of one (1) year, unless terminated earlier in accordance with the termination provisions set forth herein. Thereafter, the Agreement shall automatically renew for additional terms of one (1) year per renewal term unless either party provides written notice of non-renewal to the other party at least 60 days prior to the end of the then-current term.
   2. Termination. Except as otherwise set forth in this Agreement,
      1. Either party may terminate this Agreement at any time without cause upon at least 90 days' prior written notice to the other party.
      2. If a party materially breaches any provisions of this Agreement, the non-breaching party may notify the breaching party in writing of the conditions constituting such breach. If within 30 calendar days of receipt of such notice, the breaching party has not cured the deficiencies, the non-breaching party may terminate this Agreement immediately.
      3. Either party may terminate this Agreement immediately if any change of law, rule, or regulation, or interpretation of existing law, rule, or regulation would: (a) make this Agreement, or a material portion of a party's performance under this Agreement illegal; (b) prohibit or eliminate, or require a material change to any compensation arrangement contemplated hereunder; or (c) require that any material terms of this Agreement be extended to any nonparty.
      4. DMEscripts may terminate this Agreement immediately upon a breach by Subscriber of Section 3 and/or Section 4 of this Agreement.
   3. Insolvency. In addition to termination rights contained elsewhere in this Agreement, each of the following acts or omissions by either party are considered a default and will give the non-defaulting party the rights herein contained: (a) if either party to this Agreement voluntarily files a petition in or for bankruptcy, reorganization, or an arrangement with creditors; (b) if either party makes a general assignment for the benefit of creditors; (c) if either party fails to pay, or admits in writing its inability to pay debts as they become due; (d) if a trustee, receiver, or other custodian is appointed for either party; or (d) if any other case or proceeding under any bankruptcy is commenced in respect to either party, then, in each case, if such action is not dismissed within 60 days, the non-defaulting party may immediately terminate this Agreement and all further rights and obligations hereunder by giving written notice to the other party.
   4. Continuing Effect. Termination will have no effect upon the rights and obligations of the parties arising out of any transactions occurring prior to the effective date of such termination.
   5. Subscriber's Obligation. Upon termination of this Agreement without cause pursuant to Section 5.2.1, Subscriber will be liable for any fees agreed to in writing by the parties for Services actually performed and that were earned prior to the date of such termination.
6. WARRANTIES; LIABILITIES; REMEDIES
   1. Not Medical Advice. SUBSCRIBER UNDERSTANDS AND AGREES THAT DMEscripts IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT THE SOFTWARE SHOULD BE USED AS AN INFORMATIONAL AND ADMINISTRATIVE TOOL ONLY AND IS NOT A SUBSTITUTE FOR COMPETENT MEDICAL ADVICE AND THE PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS. All medical practice management and patient care decisions made by Subscriber using the Software will be exclusively the responsibility of Subscriber. Subscriber is solely responsible for the accuracy and adequacy of the information and data furnished to or received by the Subscriber via the Software.
   2. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DMEscripts MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF SUBSCRIBER USAGE IN THE TRADE OR BY COURSE OF DEALING. THE SERVICES ARE PROVIDED "AS-IS" AND THE ENTIRE RISK AS TO SATISFACTORY PERFORMANCE, ACCURACY, AND EFFORT IS WITH SUBSCRIBER. DMEscripts DOES NOT REPRESENT THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
   3. Liability. LIABILITY ARISING UNDER THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES. NEITHER PARTY, NOR ITS SUPPLIERS, SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY, FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, COST OF RECREATING LOST DATA, INTERRUPTION OF BUSINESS OR DELAY IN ACCESS OR TRANSMISSION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY EXCEPT FOR THE OBLIGATIONS SPECIFIED IN SECTIONS 1.2, 1.3, 2.1, 3.3, AND 4, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO DMEscripts DURING THE TWELVE (12) MONTH PERIOD OF TIME IMMEDIATELY PRECEDING THE INITIAL EVENT WHICH GAVE RISE TO THE CLAIMS.
   4. Remedies. If either party materially breaches or threatens to materially breach any of the terms of this Agreement, the other party shall be entitled to such remedies (including, but not limited to, any applicable injunctive relief) to which such party is or may be entitled to at law, in equity, or otherwise. Notwithstanding the foregoing, in no event shall either party be entitled to consequential or punitive damages under this Agreement. In addition, in the event any action is brought to interpret or enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, experts' fees, collection costs, and court costs.
7. GENERAL PROVISIONS
   1. Advertising. Neither party may advertise or use any trademarks, service marks or symbols of the other party unless that party first provides samples of the advertising or other materials to the party owning such mark and/or symbol and obtains written approval from such party.
   2. Assignment. Neither party may assign this Agreement to a third party, except that each party has the right to assign this Agreement to any direct or indirect parent, subsidiary or affiliated company or to a successor company and/or to any successor entity acquiring all or substantially all of the party's assets. Any such assignee will assume all obligations of its assignor under this Agreement. No assignment will relieve any party of responsibility for the performance of any obligations that have already occurred. This Agreement will inure to the benefit of and be binding upon each party, its respective successors and permitted assignees.
   3. Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months following termination of this Agreement for any reason, neither party will, without the prior written consent of the other party, hire, solicit for hire or retain as an employee or independent contractor, any current or former employee or independent contractor of the other party who provided the Software or was otherwise involved in this Agreement, except that either party may hire, solicit for hire or retain such an employee or independent contractor of the other party who (a) responds to a general advertisement placed by the hiring party that does not specifically target and is not intended to target the particular person at issue; (b) is hired to perform services other than the type associated with this Agreement by a representative of the hiring party who is unaware of the solicitation and hiring restrictions contained in this paragraph; or (c) approaches the hiring party of their own accord seeking employment to provide services other than the type associated with this Agreement.
   4. Survival of Obligations. Termination of this Agreement shall not relieve either party from any: (a) liability which at the time of termination has already accrued to the other party or which thereafter may accrue in respect of any act or omission which occurred prior to such termination, (b) obligations with respect to Confidential Information, or (c) obligation to provide the other access to records.
   5. Independent Contractors. None of the provisions of this Agreement are intended to create nor shall be deemed or construed to create any relationship between the parties hereto other than that of independent contractors solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective officers, directors or employees, shall act as or be construed to be the agent, employee or representative of the other.
   6. Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach thereof.
   7. No Third-Party Beneficiaries. This Agreement is intended solely for the mutual benefit of the parties hereto and there is no intention, expressed or otherwise, to create any rights or interests for any other party or person other than Subscriber and DMEscripts. The terms set forth in this Agreement are applicable only to Subscriber and shall not be extended to any affiliate, subsidiary, parent or any other person or entity related or contracted with Subscriber, unless consented to by DMEscripts in writing.
   8. Notices. All notices provided for herein must be in writing as set forth below. Each party may designate by written notice any future or different addresses to which notices will be sent.
      1. If to DMEscripts, by: (a) facsimile, with transmission confirmation, (b) U.S. certified mail, return receipt requested, postage prepaid, or (c) overnight delivery service providing proof of receipt to the addresses listed below. Notices will be deemed delivered upon receipt or upon refusal to accept delivery.
         
         DMEscripts LLC
         7353 Company Drive
         Indianapolis, IN 46237
         Attn: Legal Department
         Email: info@DMEscripts.com
         Facsimile: 949-639-4332
         
         
      2. If to Subscriber, by electronic mail to the address provided by Subscriber at the time this Agreement was signed. Notices will be deemed delivered upon transmission.
         
         Subscriber e-mail address:
   9. Excluded Providers. Each party represents that it is not debarred, suspended or otherwise ineligible to participate in any federal or state healthcare program. If either party determines that the other party is, or during the term of this Agreement becomes, debarred, suspended or otherwise ineligible to participate in any federal or state healthcare program, the party making the determination may terminate this Agreement immediately.
   10. Applicable Federal Laws, Executive Orders, and Regulations. Each party represents that to the extent such party is a federal government contractor and is subject to federal laws, executive orders and regulations regarding equal opportunity, affirmative action, and labor, such party is in compliance with: (i) 29 CFR Part 471, Appendix A to Subpart A, (ii) Executive Order 11246, as amended, (iii) Executive Order 13496, (iv) the Vietnam Era Veterans Readjustment Assistance Act of 1974, and (v) the Rehabilitation Act of 1973, as amended. To the extent applicable to a party, the foregoing laws, executive orders and regulations are incorporated herein by this reference and apply to such party. The parties further agree that they will comply with the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or veteran status.
   11. Entire Contract; No Oral Modification. This Agreement and its Appendices, attachments, exhibits and any other agreements or documents referenced in this Agreement contain the entire agreement between Subscriber and DMEscripts with respect to the subject hereof and supersedes any prior written or oral agreements. Subscriber and DMEscripts expressly agree there are no promises, agreements, conditions, undertakings, warranties, or representations, oral or written, expressed or implied, between them, other than as set forth herein. Subscriber acknowledges that it has not relied on the availability of any future version of any Software or any other future product or service in executing this Agreement. Except as otherwise set forth herein, this Agreement may not be modified orally or in any other manner except by an agreement in writing signed by both parties hereto or their respective successors-in-interest. Except as otherwise set forth herein, no changes, alterations or amendments shall be effective unless in writing and signed by both parties. DMEscripts may amend this Agreement: (a) immediately upon written notice to Subscriber if necessary to comply with any applicable law or regulation, or (b) upon thirty (30) days' prior written notice to Subscriber. Subscriber shall have the right to object to any proposed amendment by DMEscripts by sending written notice of termination to DMEscripts within such thirty (30) day period, and this Agreement shall be terminated effective as of the end of said thirty (30) day period unless the parties mutually agree in writing to a revised amendment. In the event Subscriber does not provide notice of termination to DMEscripts during such thirty (30) day period, Subscriber shall be deemed to have accepted the amendment and all terms and conditions set forth in the amendment shall become part of this Agreement.
   12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to its conflict of laws provisions.
   13. Contingency. Neither party hereto will be liable to the other for default or delay in the performance of any of its obligations hereunder (except any obligation to make payments when due) due to act of God, accident, fire, flood, storm, riot, war, sabotage, explosion, strike, concerted acts of workers, national defense requirements, governmental law, ordinance, rule or regulation, whether valid or invalid, extraordinary equipment failure, inability to obtain electricity or other type of energy, raw or finished material or feedstock from normal sources of supply, labor, equipment or transportation, or any similar or different contingency beyond its reasonable control which would make performance commercially impracticable whether or not the contingency is of the same class as those enumerated above, it being expressly agreed that such enumeration is non-exclusive; provided, however, that neither business downturn nor economic conditions will qualify as a contingency within the meaning of this Section.
   14. Severability. The provisions of this Agreement shall be severable, and if any provision shall be prohibited by law, or invalid, or unenforceable in whole or in part for any reason, the remaining provisions shall remain in full force and effect.
   15. Compliance with Laws. During the term of this Agreement, the parties shall comply with all laws applicable to the performance of their respective duties hereunder. Each party shall obtain and maintain all appropriate licenses and permits required by law. This Agreement shall terminate immediately upon any event which shall make the activities contemplated herein unlawful.
   16. Headings. The captions and headings contained herein are for convenience of reference purposes only and shall have no force or effect.
   17. Attorneys' Fees. In the event of any suit under this Agreement, the prevailing party shall be entitled to, in addition to any other relief granted, reasonable attorneys' and experts' fees.
   18. No Waiver of Federal or State Rights. Nothing in this Agreement shall be construed to waive any rights nor create any obligations contrary to those that each party may have under any applicable federal or state law.
   19. Compliance Programs. The parties agree that they are committed to complying with all applicable laws and that each encourages a culture of compliance within its organization and/or operations.
   20. Signatures. Each party represents and warrants that the individual signing this Agreement on its behalf is duly authorized to bind such party to all terms and conditions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Furthermore, this Agreement may be executed by electronic signature and delivered by facsimile or other electronic means by any of the parties and the receiving party may rely on the receipt of such document as if the original had been received.
   21. Miscellaneous. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions, and that it has executed the same of its own free will. Further, the parties acknowledge that each has had the opportunity to review this Agreement with an attorney of their respective choice, and have agreed to all its terms. Under these circumstances, the parties agree that the rule of construction that a contract be construed against the drafter shall not be applied in interpreting this Agreement and that in the event of any ambiguity in any of the terms or conditions of this Agreement, including any Appendices hereto, such ambiguity shall not be construed for or against any party hereto on the basis that such party did or did not author the same.

IN WITNESS WHEREOF, the parties have executed and delivered this Supplier Subscription Agreement by their representatives duly authorized.

All DMEscripts transaction fees are determined in a manner intended to reflect the fair market value of the Services rendered hereunder by DMEscripts.

1. Subscriber will compensate DMEscripts for the Services in accordance with the current fee per order received that is applicable to the transaction on the date of the transaction (the "Transaction Fees"). The Transaction Fees are posted by DMEscripts on Subscriber's main user account in the DMEscripts Site. The Transaction Fees effective as of the Effective Date of this Agreement are reflected in the attached "Rate Sheet." Notwithstanding the foregoing, Subscriber will be notified by DMEscripts in accordance with Section 7.8 of the Agreement of any future changes to the Transaction Fees and such revised Transaction Fees will also be posted on Subscriber's main user account at least thirty (30) days prior to the effective date of the proposed change to the Transaction Fees.
2. Subscriber shall provide DMEscripts with a verified and active credit card ("Credit Card") for DMEscripts to process payment for all Transaction Fees that are due and owing by Subscriber pursuant to the terms of this Agreement. Subscriber acknowledges and agrees that a Credit Card must be on file with DMEscripts in order to activate access to DMEscripts Software.
3. Transaction Fees will be due and owing at the end of the month in which the Transaction Fees are incurred. Subscriber's Credit Card will be charged on the 1st day of each month, in arrears, for all applicable Transaction Fees incurred during the prior calendar month (the "Monthly Charges"). Subscriber will receive electronic correspondence on the 1st of each month with a summary of the Monthly Charges. Monthly Charges that are not paid within thirty (30) days shall incur finance charges of the lesser of: (a) one and a half percent (1.5%) per month, or (b) the maximum rate allowed by law.
4. Transaction Fees incurred to date by Subscriber for the then-current month may be viewed in real-time by Subscriber on the DMEscripts Site via its main user account. In the event Subscriber wishes to no longer incur Transaction Fees, Subscriber shall provide DMEscripts at least five (5) business days' prior notice with a request to disable Subscriber's and each authorized user's access to DMEscripts Services. Any orders transmitted to Subscriber at any time after such notice period will be rejected by DMEscripts on behalf of Subscriber.
5. A Credit Card is required during the term of this Agreement in order for Subscriber and its authorized users to continue accessing the Services. Subscriber agrees to update its Credit Card information at least thirty (30) days prior to the expiration date of the Credit Card on file with DMEscripts and to provide at least ten (10) business days' prior notice if Supplier desires to have a different credit card charged for the Monthly Charges.
6. DMEscripts, in its sole discretion, may deactivate Subscriber's access to the Services if DMEscripts is unable to process payment for the Monthly Charges within sixty (60) days of the original date such charges were due. DMEscripts may suspend Subscriber's and its authorized users' access until a new Credit Card is on file and all outstanding amounts are processed for payment, including any applicable finance charges for past-due amounts. Subscriber agrees to provide and complete any additional written authorizations necessary to permit DMEscripts to process payment of all amounts due, including any recurring charges. Subscriber shall be responsible for any and all Transaction Fee(s) incurred by its authorized users.
7. Subscriber shall be responsible for any and all costs, including reasonable attorney's fees, incurred by DMEscripts in connection with the collection of any past-due amounts under this Agreement. Subscriber shall be responsible for any applicable sales or other tax, excluding taxes based upon the net income of DMEscripts.

Transaction Fees

A Transaction Fee is applicable per order received by Subscriber, in accordance with the following:

1. $5.00 for each order transmitted to Subscriber via DMEscripts from a prescribing healthcare provider (i.e., referral source).

This HIPAA BUSINESS ASSOCIATE AGREEMENT (the "Agreement") is entered into by and between , with offices at (collectively "Covered Entity") and DMEscripts LLC, a Delaware limited liability company, ("Business Associate")to implement and comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 – see, Pub. L. No. 104-191 – and the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act") – see, Pub. L. No. 111-5 – and their corresponding regulations – see, 45 C.F.R. Parts 160, 162 and 164 – as they may be amended or modified from time to time (the foregoing are collectively referred herein as, "HIPAA"). This Agreement shall be effective as of the day of (the "Effective Date").

1. Scope. As of the Effective Date, this Agreement applies to all present and future agreements and relationships, whether written, oral or implied, by and between Covered Entity and Business Associate, pursuant to which Business Associate receives from, or receives or creates on behalf of, Covered Entity, PHI (as such term is defined below) in any form or medium whatsoever (each, an "Applicable Agreement" and collectively, the "Applicable Agreements"). As of the Effective Date, this Agreement automatically extends to and amends all existing Applicable Agreements in effect on the Effective Date. This Agreement shall automatically be incorporated into all Applicable Agreements entered into by and between Covered Entity and Business Associate after the Effective Date.
2. Applicability of HIPAA to Business Associate. Business Associate acknowledges that, where provided in HIPAA, standards, requirements and implementation specifications adopted under HIPAA apply to Business Associate – see, Subparts C and D of 45 C.F.R. Part 160 and 45 C.F.R. Part 164.
3. Administrative Simplification. Business Associate agrees to the administrative responsibilities imposed on business associates as set forth in 45 C.F.R. §160.310 and to refrain from intimidation or retaliation as set forth in 45 C.F.R. §160.316.
4. Use and Disclosure of PHI. In no event may Business Associate use or disclose protected health information, as defined in HIPAA – see, 45 C.F.R. §160.103 – received from, or received or created on behalf of, Covered Entity ("PHI"), except as permitted or required by (a) an Applicable Agreement for the purpose set forth therein, or to the extent authorized thereby, (b) this Agreement, or (c) applicable law. Business Associate shall not use or disclose PHI in any manner that would, if done by Covered Entity, constitute a violation of HIPAA, except that Business Associate may use the PHI as provided in 45 C.F.R. §164.504(e)(2)(i) and 45 C.F.R. §164.504(e)(4) for the proper management and administration of Business Associate, to carry out the legal responsibilities of Business Associate or to provide data aggregation services relating to the healthcare operations of Covered Entity. For purposes of this Agreement, the term "data aggregation" shall have the meaning set forth in HIPAA – see, 45 C.F.R. §164.501. Business Associate represents that, to the extent Business Associate requests that Covered Entity disclose PHI to Business Associate, such a request is only for the minimum necessary PHI required for the accomplishment of Business Associate's purpose.
5. Safeguards against Misuse of Information. Business Associate agrees that it will use all appropriate safeguards and comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI, to prevent the use or disclosure of PHI other than as provided for in the Applicable Agreements or this Agreement.
6. Reporting of Disclosures of PHI. Business Associate shall promptly report to Covered Entity any use or disclosure of PHI of which it becomes aware that is other than as provided for in an Applicable Agreement or this Agreement, including breaches of unsecured PHI as required by Section 12 of this Agreement and 45 C.F.R.§164.410.
7. Agreements by Third Parties. Business Associate shall, in accordance with §164.502(e)(1)(ii), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate, agree in a written contract that complies with 45 C.F.R. §164.504(e)(1) and applicable provisions of 45 C.F.R. §§ 164.504(e)(2) through (e)(4) to appropriately safeguard such PHI. For purposes of this Agreement, the term "subcontractor" shall have the meaning set forth in HIPAA – see, 45 C.F.R. §160.103.
8. Access to Information. In accordance with HIPAA – see, 45 C.F.R. §164.524 – Business Associate shall make PHI available to each individual who is the subject of such PHI and provide access to such individual to inspect and obtain a copy of such PHI. Business Associate shall perform its obligations under this Section in a timely manner to allow Covered Entity sufficient time to meet any obligations it may have under HIPAA.
9. Availability of PHI for Amendment. In accordance with HIPAA – see, 45 C.F.R. §164.526 – Business Associate shall make PHI available for amendment and incorporate any amendments to PHI. Business Associate shall perform its obligations under this Section in a timely manner to allow Covered Entity sufficient time to meet any obligations it may have under HIPAA.
10. Accounting of Disclosures. In accordance with HIPAA – see, 45 C.F.R. §164.528 – Business Associate shall make available to Covered Entity the information required to provide an accounting to an individual of disclosures of PHI about that individual. Further, if a request is made by an individual directly to Business Associate for such an accounting of disclosures made by Business Associate, Business Associate shall notify Covered Entity and provide such an accounting. Business Associate shall perform its obligations under this Section in a timely manner to allow Covered Entity sufficient time to meet any obligations it may have under HIPAA.
11. Performance of Certain of Covered Entity's Obligation(s). To the extent Business Associate will carry out Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with the requirements of Subpart E of 45 C.F.R. Part 164 that apply to Covered Entity in the performance of such obligation(s).
12. Notification of Covered Entity in the Case of Breach by Business Associate or Business Associate's Subcontractor. Business Associate shall notify Covered Entity of a breach of unsecured PHI by Business Associate or Business Associate's subcontractor in connection with Business Associate's agreement(s) and relationship(s) with Covered Entity – see, 45 C.F.R. § 164.410. Such notice shall include, if known, the identification of each individual whose unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such breach.
13. Prohibition on the Sale of Electronic Health Records or PHI. Except as otherwise provided in HIPAA, Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI of an individual unless a valid HIPAA-compliant authorization is obtained from the individual.
14. HIPAA Security Requirements. Business Associate shall, to the extent Business Associate creates, receives, maintains or transmits electronic PHI on Covered Entity's behalf, (i) comply with the applicable requirements of Subpart C of 45 C.F.R. Part 164 – see, 45 C.F.R. §§ 164.306, 164.308, 164.310, 164.312, 164.314 and 164.316, (ii) in accordance with 45 C.F.R. §164.308(b)(2), ensure that any subcontractors of Business Associate that create, receive, maintain, or transmit electronic PHI on behalf of Business Associate agree to comply with the applicable requirements of Subpart C of 45 C.F.R. Part 164 by entering into a contract or other arrangement that complies with 45 C.F.R. §164.314, and (iii) report to Covered Entity any successful security incident of which Business Associate becomes aware. For the purposes of this Agreement, a "successful security incident" is the successful unauthorized access, use, disclosure, modification or destruction of information or interference with system operations in an information system.
15. Availability of Books and Records; Audits.
    1. Business Associate shall make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Software ("HHS") or any other officer or employee of HHS to whom the applicable authority has been delegated (the "Secretary") for purposes of determining Covered Entity's compliance with HIPAA.
    2. Business Associate shall cooperate with the Secretary in connection with audits that may be conducted by the Secretary to ensure that Business Associate is in compliance with applicable provisions of HIPAA.
16. Termination, Cure or Report upon Breach of Provisions Applicable to PHI.
    1. If Business Associate breaches any material provision contained in this Agreement, Covered Entity shall give Business Associate 15 days' written notice to cure the breach. In the event that Business Associate fails to cure the breach within the 15-day period, Covered Entity may terminate this Agreement along with any and all of the Applicable Agreements which relate to the breach, with 30 days' written notice.
    2. If Covered Entity breaches any material provision contained in this Agreement or Business Associate becomes aware of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation by Covered Entity of this Agreement, Business Associate shall give Covered Entity 15 days' written notice to cure the breach. In the event that Covered Entity fails to cure the breach within the 15-day period, Business Associate may terminate, with 30 days' written notice, this Agreement along with any and all of the Applicable Agreements which relate to the breach.
    3. If Business Associate becomes aware of a pattern of activity or practice of one of its subcontractors that constitutes a material breach or violation of the subcontractor's HIPAA-related obligations to Business Associate, Business Associate shall take reasonable steps to cure the breach or end the violation. If Business Associate's reasonable steps to cure the breach or end the violation, as applicable, are unsuccessful, Business Associate shall immediately terminate the contract or arrangement with the subcontractor, if feasible.
17. Return or Destruction of PHI upon Termination. Upon termination of this Agreement or any or all of the Applicable Agreements, Business Associate shall either return or destroy all applicable PHI which Business Associate still maintains in any form. Covered Entity and Business Associate agree that it will not be feasible for Business Associate to return or destroy all PHI without retaining copies; thus, Business Associate may retain either the originals or copies of such PHI and the terms and provisions of this Agreement shall survive termination of this Agreement or any or all of the Applicable Agreements with regard to such PHI and such PHI shall be used or disclosed solely for such purpose or purposes which prevented the return or destruction of such PHI.
18. Independent Parties. None of the provisions of this Agreement is intended to create or shall be deemed or construed to create any relationship between the parties hereto other than that of independent contractors solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective officers, directors or employees, shall act as or be construed to be the agent, employee or representative of the other.
19. Effect. The terms of this Agreement shall supersede any other conflicting or inconsistent terms in any and all Applicable Agreements to which this Agreement applies, including all exhibits or other attachments thereto and all documents incorporated therein by reference. Except as modified by this Agreement, all terms of the Applicable Agreements shall remain in force and effect.
20. Further HIPAA Compliance. The parties acknowledge and agree that the purpose of this Agreement is to impose on the parties any and all provisions which HIPAA requires to be imposed upon Covered Entity and Business Associate under a Business Associate Agreement. Accordingly, the parties agree that any provision that is required by HIPAA to be imposed on either party under a Business Associate Agreement, either now or hereafter, is hereby incorporated into this Agreement by this reference, effective as of the compliance date required by HIPAA for the particular provision, without the need for any further amendment or modification to this Agreement. Each party agrees to take appropriate and reasonable steps to implement any such new provisions as required by HIPAA.
21. Definitions. All terms used in this Agreement that are not otherwise defined in the Applicable Agreements or this Agreement shall, as applicable, have the meaning ascribed to them in HIPAA.

The DMEscripts website (this "website") is offered to the user subject to the user's acceptance of the terms, conditions, and notices contained in these Terms of Use. These Terms of Use apply to your use of or visit to this website and all functions or features of this website, as well as all products and services provided through this website. By accessing and using this website, the user agrees to and accepts these Terms of Use, as they may be modified from time to time by DMEscripts LLC and/or its affiliates (collectively, "DMEscripts"). BY USING THIS WEBSITE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THESE TERMS OF USE AS YOUR BINDING AGREEMENT. If you are using this website on behalf of another person or entity (for example, your employer) these Terms of Use are legally binding on you and the other person or entity (collectively referred to herein as "you" and/or the "user") and DMEscripts.

Customers of DMEscripts may register for an account. As part of the registration process, you will be assigned a username and will create your own personal password. You are responsible for maintaining and promptly updating your account information for accuracy and completeness. You are solely responsible for maintaining the confidentiality and security of, and restricting access to, your account and password. You agree to accept full responsibility for all activities that occur under your account or password, including use of your account by any third party using your username and password. You must notify DMEscripts in a timely manner of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft or unauthorized use or disclosure of your username or password. DMEscripts is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. DMEscripts will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions. If you are accessing this website on behalf of your employer or another person or entity, you are not authorized to access this website after your employment or other relationship with that other person or entity ends and you agree to cease any access of this website thereafter.

In accordance with these Terms of Use, users may use this website to submit and update order requests and to provide related documentation. DMEscripts will only accept order requests for shipment or services to addresses within the United States (provided, that DMEscripts will not be in violation of these Terms of Use if it accepts an order for shipment outside of the United States). DMEscripts reserves the right, without prior notification, to accept or decline your order request for any reason. DMEscripts may require additional verification or information before accepting any order request.

In the use of this website, you will comply with applicable state and federal law, including without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended, and implementing privacy, security and administrative simplification regulations (collectively, "HIPAA") and other applicable laws and regulations. Further, in the use of this website on behalf of another person or entity that is a covered entity under HIPAA, you will comply with the policies and procedures regarding confidentiality, privacy, security and integrity of patient information of such covered entity.

A complete statement of DMEscripts's current privacy policy (the "Privacy Policy") can be found at http://DMEscripts.com/privacy. You acknowledge that you have read and understand the Privacy Policy. If you provide any personal information of individuals to us through this website, you represent and warrant that you have obtained all necessary consents and authorizations for the processing of such personal information contemplated by the nature of the services provided by DMEscripts.

You have no rights in or relating to this website or any content, data, software, features or services provided on it (collectively, "DMEscripts Site Content"). Except as provided below with respect to DMEscripts Software or as DMEscripts otherwise expressly provides on this website, you may not use, copy, distribute, create derivative works based upon or publicly perform or display any DMEscripts Site Content. If you rightfully download any software from this website, such software, including all files and images contained in or generated by the software, and all accompanying data (collectively, "DMEscripts Software") are licensed to you under the applicable end user license agreement with respect to such DMEscripts Software or, if such DMEscripts Software is not accompanied by or otherwise subject to a separate end user license agreement, then DMEscripts hereby grants you a nonexclusive, revocable limited license to the DMEscripts Software for your use solely in connection with this website. DMEscripts does not transfer either the title or the intellectual property rights to the DMEscripts Software, and DMEscripts retains full and complete title to the DMEscripts Software as well as all intellectual property rights therein and all copies thereof. You may not sell, redistribute, reproduce, create derivative works based upon, or publicly perform or display the DMEscripts Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the DMEscripts Software to a human-perceivable form or otherwise reverse engineer the DMEscripts Software. All software that is not DMEscripts Software is provided subject to the software's user license agreement, and you acknowledge and agree that you are bound by such agreement.

Certain of the trademarks, logos and service marks which may be displayed on this website, including, but not limited to, DMEscripts and DMEscripts E-PRESCRIBE (and Design) (collectively, the "Trademarks"), are trademarks of Apria Healthcare Group Inc. ("AHG"). All other trademarks, product names, company names and logos not owned by AHG that appear on this website ("Third Party Trademarks") are the property of their respective owners. Nothing contained on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks or Third Party Trademarks displayed on this website. You are prohibited from using any of the Trademarks as meta tags without AHG's prior written consent. Use of the Trademarks or Third Party Trademarks, or any other content on this website, except as provided in these Terms of Use, is strictly prohibited. You may not copy, publish, modify, disseminate or use this website or its contents for any purpose other than to use the products and services provided by or on this website. Your right to visit this website is at all times subject to revocation by AHG You are prohibited from framing this website or using frames or framing techniques or technology to enclose any content included on this website without AHG's prior written consent. When accessing this website, you agree to obey the law and to respect the intellectual property rights of others. Your use of this website is at all times governed by and subject to laws regarding trademark and copyright ownership and use of intellectual property.

If you believe any content on this website infringes your copyright, you or your agent may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing AHG's designated agent with the following information in writing (see 17 U.S.C. Section 512(c)(3) for further details):

1. a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit AHG to locate the material;
4. information reasonably sufficient to permit AHG to contact you, such as an address, telephone number, and if available, an email address at which you may be contacted;
5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to the agent designated by AHG to receive and act on copyright violations under the DMCA, as follows:
   
   DMCA Notices, Apria Healthcare
   Attention: Legal Department
   26220 Enterprise Court
   Lake Forest, CA 92630
   
   Fax: (949) 587-0096
   
   Email: agreements@apria.com

If you believe that any material that we remove based on a notice of infringement under the DMCA is not infringing, you may send a counter-notice containing the following information to AHG's designated agent (see 17 U.S.C. Section 512(g)(3) for further detail):

1. your physical or electronic signature;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which AHG or any of its subsidiaries may be found, and that you will accept service of process from the person who provided notification under these Terms or Use (that is, the person who alleged that your material infringed any copyright) or an agent of such person.

AHG and its subsidiaries' policy is to suspend or terminate the account, or the right to access or use this website or any part of this website, of any person who posts infringing material on this website or who provides any fraudulent or inaccurate take-down notice or counter-notice under the DMCA. However, neither AHG nor any of its subsidiaries has no obligation to do so.

Users of this website may be permitted to upload documentation and to post comments and other content and to submit comments, questions or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam". You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any content or communication. DMEscripts reserves the right (but not the obligation) to monitor and edit or remove any activity or content, but does not regularly review posted content. If you do upload documentation, post content or submit material, and unless DMEscripts indicates otherwise, you grant DMEscripts a nonexclusive, royalty-free, perpetual and irrevocable right to create derivative works based upon and to use, reproduce, modify, adapt, publish, translate, distribute, and display such documentation, content or material or any derivative works based thereon throughout the world by any means and in any media in accordance with applicable law and DMEscripts's Privacy Policy. You grant DMEscripts the right (but not the obligation) to use the name that you submit in connection with such content, and you waive any right and agree not to assert that any such use infringes or violates your right of privacy, right of publicity or other right. You represent and warrant that you own or otherwise control all of the rights to the documentation, content and materials that you upload, post or submit; that the documentation, content and materials are accurate; that use of the documentation, content and materials you supply does not violate this policy or infringe any copyright or other right of any third party and will not cause injury to any person or entity; and that you will indemnify DMEscripts and hold it harmless with respect to all claims, actions, costs, expenses (including reasonable attorneys' fees), loss or damage resulting from the documentation, content or materials you supply. DMEscripts takes no responsibility and assumes no liability for any documentation, content or materials posted by you or any third party.

DMEscripts attempts to be accurate. However, DMEscripts does not warrant that products, services or other content of this website are accurate, complete, reliable, current, or error-free. At any time and from time to time, all or any portion of this website may not be available or may not function properly. This website may have and may cause technological problems for any reason, including viruses and other malicious or damaging computer programs. DMEscripts disclaims liability for any interception of data or communications. DMEscripts does not guarantee the security of this website. DMEscripts is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of this website or for any defects, delays or errors in or resulting from your use of this website.

When you visit this website or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically unless you opt out from receiving such communications. We will communicate with you by email or by posting notices to this website. You agree that all agreements, notices, disclosures, or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

DMEscripts reserves the right to modify or alter this website and its contents and the policies and conditions that govern the use of this website, including these Terms of Use, at any time. Please review this website and these Terms of Use periodically for any modifications, alterations, or changes. If you visit or otherwise use this website after we change these Terms of Use, the changed Terms of Use will be binding and effective as between DMEscripts and you. However, such changes will not be effective retroactively - that is, with respect to activities before we posted the changes - except to the extent that the changes expressly state otherwise. If you do not visit or use this website after any such change, or if you visit this website just enough to learn of such change and then refrain from any further visit to or use of this website, the changes will not be effective as between DMEscripts and you. Notwithstanding the foregoing, changes required by, or implemented in response to any change in, applicable laws, ordinances or regulations will be effective whether or not you visit this website.

These Terms of Use will be construed and enforced in accordance with the laws of the State of California applicable to contracts entered into and performed in California by residents of California. Except as otherwise specifically provided herein, any action or proceeding between you and DMEscripts or any of its affiliates arising out of or in connection with these Terms of Use or this website or any products or services that you order at this website shall be brought only in a federal or state court located in Orange County, California, and you hereby irrevocably consent and submit to venue in and the personal jurisdiction of such courts for the purposes of litigating any such action.

When you use this website, you acknowledge that in using this website to send electronic communications (including but not limited to email and other Internet activities), you will be causing communications to be sent through computer networks, portions of which are located in various locations in the United States. As a result, and also as a result of this website's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, you acknowledge that use of the service results in interstate data transmissions which may transit through the State of California.

We control this website from our offices within the United States and we provide this website for use only by persons located within the United States. We make no representation that the content on this website is appropriate, or that access to such content is lawful, in all jurisdictions. If you access this website from outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable laws in jurisdictions from which this site is accessed. By visiting this website and providing us with data, you acknowledge and agree that we may use the data collected in the course of our relationship for the purposes identified in these Terms of Use or in our other communications and agreements with you, including the transmission of information outside your resident jurisdiction. In addition, such data may be stored on servers located in the United States or other countries outside your resident jurisdiction. By providing us with data, you consent to the transfer of such data to, and storage of such data within, the United States or other countries outside your resident jurisdiction, and you waive any rights to control or maintain the integrity of such data afforded by national laws or international treaties. You agree not to provide data at this website or take any other action which is prohibited or restricted by laws of jurisdictions outside of the United States to which you are subject.

DMEscripts has no obligations or liabilities relating to any third-party websites or materials. If you access any third-party website through this website or otherwise, you do so at your own risk, even if you use a hyperlink that DMEscripts supplies or otherwise learn of the website from DMEscripts or through this website. DMEscripts works with a number of partners and affiliates to whose Internet sites this website may hyperlink. Hyperlinks to or from this website are for the user's convenience only. DMEscripts's inclusion of hyperlinks to an Internet site or providing information or recommendations relating to an Internet site does not, and should be construed to mean that DMEscripts endorses or sponsors or is affiliated with that Internet site. DMEscripts makes no guarantees about the accuracy, currency, content, or quality of the information provided by third party Internet sites, including without limitation any partner or affiliate Internet sites, and DMEscripts assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those Internet sites. Similarly, from time to time in connection with your use of this website, you may have access to content or materials that are owned or supplied by third parties. You acknowledge and agree that DMEscripts makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content or materials.

DMEscripts may monitor and, subject to its Privacy Policy, record activity on this website for any reason or for no reason and may investigate any complaint or reported violation of DMEscripts's policies. DMEscripts may report any activity that it suspects may violate any law or regulation to regulators, law enforcement officials or other persons or entities that it deems appropriate and may issue warnings, suspend or terminate use of this website, deny access to all or part of this website or take other action that it deems appropriate.

You will indemnify DMEscripts and its affiliates and their respective officers, directors, employees, consultants, agents, and representatives and hold them harmless from any and all claims, actions, losses, liability, demand, damages, and/or costs or expenses (including reasonable attorneys' fees and costs) arising from your violation of these Terms of Use. Any act by anyone accessing this website using your account or your username or password will be deemed to be an act by you for purposes of this paragraph. DMEscripts will notify you promptly of any such claim, action, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending against the same.

This website may contain estimates, projections or other statements that are forward-looking in nature ("Forward-Looking Statements"). Any Forward-Looking Statements are inherently speculative and subject to numerous risks and uncertainties. Actual results and performance may be significantly different from historical experience and present expectations or projections. DMEscripts undertakes no obligation to publicly update or revise any Forward-Looking Statements.

DMEscripts may suspend or terminate your account, with or without notice, and refuse any and all current and future use of this website, if

1. you provide any information that is untrue, inaccurate, not current or incomplete, or DMEscripts has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete; or
2. you engage in, or DMEscripts has reasonable grounds to believe that you have engaged in, any conduct that DMEscripts believes is disruptive to this website or is in violation of any applicable law or these Terms of Use. DMEscripts may also terminate your account and access to this website for any other reason.

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

DMEscripts may transfer or assign in its discretion any obligations, rights or licenses it may have under these Terms of Use. You shall not transfer or assign any rights or licenses granted to you pursuant to these Terms of Use, and any purported assignment or other transfer in violation of this paragraph will be null and void and of no force or effect.

You agree that, except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to this agreement.

You agree that these Terms of Use and the other documents referenced herein (including without limitation, DMEscripts's Privacy Policy), constitute the entire agreement between you and DMEscripts with respect to use of this website. You also may be subject to additional terms and conditions that may apply when you use certain affiliate or other third party services, products, content, or software.

DMEscripts MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY ABOUT THE COMPLETENESS, CORRECTNESS, RELIABILITY OR ACCURACY OF THE INFORMATION CONTAINED HEREIN. THIS WEBSITE, INCLUDING ALL INFORMATION CONTAINED HEREIN, AND ALL SERVICES, PRODUCTS (INCLUDING WITHOUT LIMITATION, SOFTWARE) AND MATERIALS CONTAINED HEREIN OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OR FOR USE AT THIS WEBSITE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. DMEscripts HEREBY DISCLAIMS, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, ALL GUARANTEES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS WEBSITE AND ITS CONTENTS, OPERATION AND SECURITY AND THE INFORMATION, SERVICES, PRODUCTS (INCLUDING SOFTWARE) AND MATERIALS PROVIDED HEREIN OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO NINETY (90) DAYS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

DMEscripts DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING WITHOUT LIMITATION, SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THE SERVER ON WHICH THIS WEBSITE IS LOCATED; OR EMAIL SENT FROM DMEscripts ARE FREE, OR WILL BE FREE, OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN NO EVENT (EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW) SHALL DMEscripts OR ITS AFFILIATES, SUPPLIERS OR VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE OR FOR ANY GOODS OR SERVICES OBTAINED ON OR THROUGH THIS WEBSITE, EVEN IF SUCH ENTITY HAS BEEN ADVISED OR OTHERWISE KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

THE PROVISIONS OF THESE TERMS OF USE THAT LIMIT LIABILITY, DISCLAIM WARRANTIES, AND/OR EXCLUDE CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES ARE ESSENTIAL TERMS OF THESE TERMS OF USE THAT ARE FUNDAMENTAL TO THE PARTIES' UNDERSTANDING REGARDING ALLOCATION OF RISK. ACCORDINGLY, THOSE PROVISIONS WILL BE INDEPENDENT OF ANY OTHER PROVISIONS AND WILL BE ENFORCED REGARDLESS OF ANY BREACH OR OTHER OCCURRENCE RELATING TO THESE TERMS OF USE OR THIS WEBSITE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES WILL REMAIN FULLY VALID, EFFECTIVE, AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THESE TERMS OF USE TO FAIL OF ITS ESSENTIAL PURPOSE.

DMEscripts shall not be liable for any failure to perform any of its obligations under these Terms of Use if its performance of such obligations is substantially hindered due, directly or indirectly, to any circumstance beyond the reasonable control of DMEscripts, including, but not limited to, war, riot, fire, flood, explosion, storm, accident, civil unrest, strike, lockout, trade dispute, labor disturbance, failure of any machine, system of authorization, data processing or communication system or transmission link, act of any governmental agent, department or other entity or act of God. In such an event, DMEscripts may elect to limit or terminate your access to this website.

The information supplied through or on this website, or by any employee or agent of DMEscripts, whether by telephone, email, letter, facsimile, or other form of communication, is for informational purposes only and does not constitute medical, legal or other professional advice. Any health-related information provided through this website is not a substitute for medical advice and should not be used to diagnose or treat health problems or to prescribe any medication, medical devices, or other remedies. The information on this website may be presented in conclusory, shorthand, or summary form and is not intended to supplant medical advice provided by a physician or other healthcare provider or any information included by the manufacturer with or on any product. User is solely responsible for the ultimate decision and medical judgment related to the diagnosis and treatment of user's patients. The receipt of any questions or feedback that you submit to DMEscripts does not create any privacy interests other than those described in the Privacy Policy. None of the provisions of this Terms of Use are intended to create, nor will they be deemed or construed to create, any relationship between you and DMEscripts other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Terms of Use.

Last updated September 18, 2021