TERMS OF USE AGREEMENT

Terms and Conditions

Welcome to the Conifer Value-Based Care, LLC (“Conifer”) online service web site (the “Site”). The Site is offered for your use subject to your acceptance, without modification, of the terms and conditions set forth in the following agreement (this “Agreement”). Please read this Agreement carefully. Your use of the Site constitutes your acknowledgement that you have read and agree with the terms and conditions of this Agreement.

Ownership

Conifer owns this Site. We also own or license the services and products available on this Site, the images, text, information, and other content presented on this Site, all of the related software and technology (collectively, the “Content”) and the all intellectual property rights embodied in or evidenced by the Content. You may not use this Site or copy, modify, adapt, upload, download, transmit, distribute, display, perform, publish, license, create derivative works from, transfer, sell, decompile, or reverse engineer any of the Content except as expressly permitted by the service agreement (the “Service Agreement”) in effect between Conifer and the entity through which you have obtained Authorized User status in effect when you use the Site, and these Terms and Conditions.

Copyright and Trademark Notices

This Site and all Content is ©1997–2016 Conifer Value-Based Care, LLC and/or third party product or service providers. “Conifer” and other names and designations of Conifer or any of its products or services referenced on this Site are each service marks or trademarks (or registered service marks or trademarks) of Conifer Value-Based Care, LLC, 1596 Whitehall Road, Annapolis, MD 21409. Other company names and other product or service names or designations referenced on this Site may be the service marks or trademarks (or registered service marks or trademarks) of their respective owners. All rights in this Site and the Content are reserved to Conifer, subject to all applicable third party licenses.

Use of Site (General)

You may use this Site only for the purposes specifically set forth in the Service Agreement. As a condition to your use of this Site, you represent and warrant that you will not use this Site or any of the Content in violation of any applicable law, or in any other manner that would conflict with the Service Agreement or these Terms and Conditions.

Access to certain services on this Site is limited to Authorized Users who have been approved by Conifer and who have been issued a valid password for such access. As an Authorized User, you represent and warrant that you will take all reasonable precautions to preserve the confidentiality of your personal login information and to prevent its unauthorized use. You acknowledge and agree that you will be responsible for all fees, charges, duties, taxes, and other amounts that may be imposed with respect to the use of this Site by you or by any other person using your personal login information.

Conifer may at any time, in its exclusive discretion and without notice, terminate, suspend, or restrict your access to this Site or any of its components. In particular, and without limitation, your use of this Site in violation of any of these Terms and Conditions may result in the termination of your Authorized User status and access to this Site, as well as the taking of legal action against you.

Links To Other Sites

Portions of this Site may provide hyperlinks, framing or other “click-thru” access to sites owned and operated by persons other than Conifer (“Third-Party Sites”). You acknowledge that these Terms and Conditions contain no representation, warranty, or endorsement by Conifer of any Third Party Site or any of the products, services, information, or other content available on that site.

Your use of any Third Party Site will be governed by the terms and conditions posted on that site. Your rights and obligations with respect to any of the products, services, information, or other content of that site will be determined by those terms and conditions.

Downloaded Content

If any portion of this Site enables you to download any Content, you may download that Content (“Downloaded Content”), provided that your use of the Downloaded Content complies with these Terms and Conditions. If the Downloaded Content contains additional terms and conditions, then your use of that Downloaded Content will be governed by the provisions of those additional terms and conditions, as well as by these Terms and Conditions. The installation or use by you of any Downloaded Content that includes additional terms and conditions will constitute your acceptance of those additional terms and conditions.

You may not copy, reproduce, publish, distribute, display, or otherwise transfer, or modify, adapt, perform, license, sell, or create derivative works from, or decompile, disassemble, or otherwise reverse engineer, any Downloaded Content, without the express written consent of the owner of the Downloaded Content. For example, and without limiting the foregoing, you may not remove or modify any copyright, trademark, or other proprietary notice displayed on any Downloaded Content, nor may you transmit or otherwise transfer any Downloaded Content to any other computer, server, web site, or other medium without the express written consent of the owner of the Downloaded Content.

User Submissions

With respect to any design, idea, concept, suggestion, or other information you communicate to us, electronically, telephonically, in writing or otherwise (“Submissions”), you automatically, and without further action, grant to Conifer a royalty-free, perpetual, irrevocable, non-exclusive, world-wide license to use, reproduce, publish, display, distribute, transmit, transfer, modify, adapt, perform, license, sell, create derivative works from, decompile, disassemble, and reverse engineer that Submission, or any part of that Submission, in whole or in part, for any purpose, and in any form, medium, or technology.

Disclaimer of Representations and Warranties

THIS SITE AND ITS CONTENTS ARE PROVIDED “AS IS.” CONIFER DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THIS SITE, ANY OTHER SITE TO WHICH THIS SITE PROVIDES CLICK-THRU ACCESS, INCLUDING THIRD PARTY SITES, OR THEIR RESPECTIVE CONTENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONIFER DISCLAIMS ANY IMPLIED REPRESENTATION OR WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THIS SITE, ANY SITE TO WHICH THIS SITE PROVIDES CLICK-THRU ACCESS, INCLUDING THIRD PARTY SITES, OR ANY OF THEIR RESPECTIVE CONTENTS.

Disclaimer of Liability

IN NO EVENT WILL CONIFER BE LIABLE UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INJURY, LOSS, OR DAMAGE OF ANY KIND ARISING IN CONNECTION WITH THE USE OF THIS SITE OR ANY SITE TO WHICH WE PROVIDE CLICK-THRU ACCESS, EVEN IF CONIFER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, LOSS, OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONIFER WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH: (1) THE DENIAL OR INTERRUPTION OF ACCESS TO THIS SITE, ANY SITE TO WHICH WE PROVIDE CLICK-THRU ACCESS, OR ANY OF THEIR RESPECTIVE COMPONENTS, (2) ANY INACCURACIES IN ANY OF THE INFORMATION DISPLAYED ON THIS SITE OR ANY SITE TO WHICH WE PROVIDE CLICK-THRU ACCESS, OR (3) ANY OTHER USE OF THIS SITE, OR ANY SITE TO WHICH WE PROVIDE CLICK-THRU ACCESS.

If, notwithstanding the foregoing, Conifer or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the functions or uses of this Site or its Content, as described herein, the liability of Conifer and the third party providers and distributors shall in no event exceed any limit of liability set forth in the Service Agreement.

Indemnification

You shall defend and indemnify Conifer and any third party providers and distributors and their officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by you or on your behalf in excess of the liability described herein or by third parties as a result of your use of this site.

Export Controls

Your use of this Site is subject to applicable United States export controls. You agree not to download, export, or re-export, directly or indirectly, any Content to Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods, to any national or resident of any such country, to anyone on the United States Treasury Department's list of Specially Designated Nationals, or to anyone on the United States Commerce Department's Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any of the countries, and you are not identified on any of the lists, described in this paragraph.

Governing Law, Jurisdiction, Venue

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to the principles of conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction and venue of any state or federal court located in the State of Maryland, United States of America, with respect to all disputes arising out of or relating to the use of this Site or these Terms and Conditions. Your use of this Site is unauthorized in any jurisdiction that does not give effect to all of the provisions of these Terms and Conditions, including, but not limited to, the provisions of this paragraph.

Additional Rights and Restrictions

(1) You may not assign, transfer, subcontract, or delegate any of your rights, duties, or obligations under these Terms and Conditions. (2) We reserve all rights relating to this Site or the Content not expressly granted to Conifer by these Terms and Conditions. (3) If any provision of these Terms and Conditions is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and will not affect the validity or enforceability of any of the remaining provisions of these Terms and Conditions. (4) No waiver by Conifer of any provision hereof, and no failure by Conifer to exercise any of its rights or remedies hereunder, will be deemed to constitute a waiver of such provision, right, or remedy in the future, or of any other provision, right, or remedy hereunder, unless such waiver is set forth in a written instrument signed by the President of Conifer. (5) Conifer may at any time, in its exclusive discretion and without notice, make additions, deletions, or other modifications to, or suspend or terminate access to, this Site, or the Content. (6) The headings used in these Terms and Conditions are for convenience only and will in no way affect the scope or construction of any provision hereof.

Modification and Acceptance of Terms and Conditions

You acknowledge that your use of this Site constitutes your acceptance of and agreement to abide by these Terms and Conditions. These Terms and Conditions may be modified by Conifer at any time, without prior notice, upon posting of the entire amended and restated Terms and Conditions on this Site. Your continued use of this Site following any such modification will constitute your acceptance of such modifications.

Entire Agreement

These Terms and Conditions, as modified from time to time by Conifer and accepted by you in accordance with the provisions of the preceding paragraph, constitute the entire agreement between you and Conifer with respect to your use of this Site and the Content. In any proceeding to settle a dispute between you and Conifer regarding your use of this Site or the Content or regarding these Terms and Conditions, as modified, if applicable, a printed version of these Terms and Conditions, as modified, if applicable, and of any electronic notice given by us to you, will be admissible to the same extent as other documents and communications originally generated or maintained in printed form.