VPCare360

C3HEALTHCARERX TELEHEALTH SERVICES SAAS SUBSCRIPTION AGREEMENT

THE SERVICES ARE PROVIDED ONLY ON THE CONDITION THAT THE SUBSCRIBER AGREES TO THE TERMS AND CONDITIONS IN THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") BETWEEN SUBSCRIBER AND C3HEALTHCARERX. BY ACCEPTING THIS AGREEMENT OR BY USING THE SERVICES, SUBSCRIBER ACKNOWLEDGES IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.

Definitions.
“Order” means a purchase commitment mutually agreed upon between (1) C3HEALTHCARERX and Subscriber, or (2) a C3HEALTHCARERX authorized reseller and Subscriber.
“Portal” means a web-based facility that is used by Subscriber to access and manage the Services.
“Services” means VPTherapy360, VPCare360 or C3Now.
“Software” means C3HEALTHCARERX’s proprietary software applications.
“Software Upgrades” means certain modifications or revisions to the Software.
“Subscriber” means the individual, company, jointly owned subsidiaries and their parent company, or other legal entity that has placed an Order and been configured to use the Software.
“Subscription” means a non-exclusive, nontransferable right to use VPTherapy360, VPCare360 or C3Now in accordance with this Agreement and the Order.
“Subscription Fees” means the agreed upon fees in an Order.
“Subscription Term” means the agreed upon time period in an Order.
“Virus” or “Malware” means computer software or program code that is designed to damage or reduce the performance or security of a computer program or data.
“C3HEALTHCARERX” means C3HEALTHCARERX., a North Carolina corporation with its principal place of business at 1001 Aviation Parkway STE 400 Morrisville, NC 27560.

Subscription and Grant of Right to Use. Subject to the terms and conditions of this Agreement, C3HEALTHCARERX will provide Subscriber the Subscription at the Permitted Capacity set forth in the Order for the Subscription Term. The subscriber may use VP Therapy or VP Medical solely for Subscriber’s own internal business operations (not for the benefit of any other person or entity) during the Subscription Term, provided Subscriber has paid and continues to pay the Subscription Fees. C3HEALTHCARERX may terminate provision of the Service at the end of a Subscription Term unless Subscriber continues to pay Subscription Fees for the Service. Subscription Fees are nonrefundable. C3HEALTHCARERX may audit its systems to confirm Subscriber’s authorized use of the Services. The subscriber may not rent, lease or timeshare the Services or provide subscription services for the Services or permit others to do so. Subject to the terms of this Agreement, Subscriber may allow its agents and independent contractors to use the Services solely for the benefit of Subscriber; provided, however, Subscriber remains responsible for any breach of this Agreement. Any other use of the Services by any other entity is forbidden and a violation of this Agreement.

Provision of Services.

3.1 C3HEALTHCARERX will use commercially reasonable efforts to provide the Services for the Subscription Term.
3.2 If C3HEALTHCARERX determines that the security or proper function of the Services would be compromised due to, hacking, denial of service attacks or other activities originating from or directed at Subscriber’s network, C3HEALTHCARERX may immediately suspend the Services until the problem is resolved. C3HEALTHCARERX will promptly notify and work with Subscriber to resolve the issues.
3.3 C3HEALTHCARERX may modify, enhance, replace, or make additions to the Services. C3HEALTHCARERX may use Malware, Spam, and other information passing through the Services for the purposes of developing, analyzing, maintaining, reporting on, and enhancing the C3HEALTHCARERX Services and products.
3.4 If Subscriber is using the Services to distribute Spam or Malware, or any other inappropriate manner, C3HEALTHCARERX may suspend the Services until the problem is resolved.

3.5 Setup and onboarding fees cover a limited amount of support by C3HEALTHCARERX. These limits may be enforced if customer exceeds or abuses support and training. Standard setup and onboarding will cover up to 2 hours of IT/Hardware support and up to 5 hours of on-line training including trail video sessions. If more IT/Hardware/training services are requested, C3HEALTHCARERX will negotiate additional support on an hourly basis. Standard hourly rate is $100.00 per hour.

4.Subscriber Obligations.

4.1 Subscriber will (a) comply with all applicable laws, statutes, regulations, and ordinances, (b) only use the Services for legitimate business, and (c) not use the Services to in any way to perform acts that may be deemed illegal.
4.2 Subscriber will defend, indemnify and hold C3HEALTHCARERX harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with any claims, demands, suits, or proceedings (“Claims”) made or brought against C3HEALTHCARERX by a third party alleging or related to Subscriber’s (i) violation of its obligations in this Section 4; (ii) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscene, indecent, or pornographic materials; (v) transmission or posting of any material which is slanderous, defamatory, offensive, abusive, or menacing or which causes annoyance or needless anxiety to any other person; or (vi) transmission of information through the Service.

4.3 Subscriber understands that they are responsible for providing minimal broadband connection needed to facilitate virtual video sessions as described in this agreement and sales documentation. For standard connection, we require 10 Mb/s download speed and 7 Mb/s upload speed. For low-band, we require 5 Mb/s download speed and 3 Mb/s upload speed. C3HEALTHCARERX will not be responsible for refunding setup fees, or subscription fees due to lack of broadband or minimal internet connection speeds required for use.

Intellectual Property Rights. The Services and all related intellectual property rights are the exclusive property of C3HEALTHCARERX or its licensors. All right, title and interest in and to the Services, any modifications, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in the Services remain exclusively with C3HEALTHCARERX or its licensors. The Services are valuable, proprietary, and unique, and Subscriber agrees to be bound by and observe the proprietary nature of the Services. The Services contain material that is protected by patent, copyright and trade secret law, and by international treaty provisions. The subscriber may not remove any proprietary notice of C3HEALTHCARERX or any third party. The Services include software products licensed from third parties. Such third parties have no obligations or liability to Subscriber under this Agreement but are third-party beneficiaries of this Agreement. All rights not granted to Subscriber in this Agreement are reserved to C3HEALTHCARERX. No ownership of the Services passes to Subscriber. C3HEALTHCARERX may make changes to the Services at any time without notice. Except as otherwise expressly provided, C3HEALTHCARERX grants no express or implied right under C3HEALTHCARERX patents, copyrights, trademarks, or other intellectual property rights.

Protection and Restrictions.

6.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information which the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, Services, services, suppliers, customer lists and customer information, prices and costs, markets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or which should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information shall not, however, include any information which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6.2 Subscriber will take all reasonable steps to safeguard the Services to ensure that no unauthorized person has access and that no unauthorized copy, publication, disclosure or distribution, in any form is made. The Services contain valuable, confidential information and trade secrets and unauthorized use or copying is harmful to C3HEALTHCARERX. Subscriber may not directly or indirectly transfer, assign, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Services or any part thereof. Subscriber may not reverse engineer (except as required by law in order to assure interoperability), decompile, translate, adapt, or disassemble the Services, nor shall Subscriber attempt to create the source code from the object code for the Software. Any third party software included in the Services may only be used in conjunction with the Services, and not independently from the Services. Subscriber may not, and shall not allow third parties to, publish, distribute or disclose the results of any benchmark tests performed on the Services without C3HEALTHCARERX’s prior written approval.

Limited Warranty.

7.1 For the Subscription Term, C3HEALTHCARERX warrants that the Services will operate in substantial conformance with the then current C3HEALTHCARERX published documentation under normal use. C3HEALTHCARERX does not warrant that: (A) the Services will (i) be free of defects, (ii) satisfy Subscriber’s requirements, or (iii) operate without interruption or error.
7.2 C3HEALTHCARERX will use reasonable efforts to remedy any significant non-conformance in the Services which is reported to C3HEALTHCARERX and that C3HEALTHCARERX can reasonably identify and confirm. C3HEALTHCARERX at its discretion will repair or replace any such non-conforming or defective services or refund a pro-rata portion of the unused Subscription Fees paid for the remainder of the then current term. This paragraph sets forth Subscriber’s sole and exclusive remedy and C3HEALTHCARERX's entire liability for any breach of warranty or other duty related to the Services. Any unauthorized modification of the Services, tampering with the Services, use of the Services inconsistent with the accompanying documentation, or related breach of this Agreement voids the warranty. EXCEPT AS EXPLICITLY STATED AND TO THE EXTENT ALLOWED BY LAW, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES.

Limitation of Liability. C3HEALTHCARERX, ITS AFFILIATES, ITS LICENSORS OR RESELLERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO CLAIMS FOR LOSS OF DATA, GOODWILL, OPPORTUNITY, REVENUE, PROFITS, OR USE OF THE SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, PRIVACY, ACCESS TO OR USE OF ANY ADDRESSES, EXECUTABLES OR FILES THAT SHOULD HAVE BEEN LOCATED OR BLOCKED, NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISE AND THIRD PARTY CLAIMS, EVEN IF C3HEALTHCARERX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL C3HEALTHCARERX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO C3HEALTHCARERX FOR THE APPLICABLE SERVICES OVER THE ONE YEAR PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE FOR THE SERVICES THAT DIRECTLY CAUSED THE LIABILITY.

Termination. This Agreement is effective until the end of the Subscription Term, or until terminated by either party. Subscriber may terminate this Agreement at any time upon notice to C3HEALTHCARERX however, Subscriber is not entitled to a refund of any prepaid or other fees. C3HEALTHCARERX may terminate this Agreement if C3HEALTHCARERX finds that Subscriber has violated the Agreement. Upon notification of termination by either party, Subscriber must cease using the VPTherapy360, VPCare360 or C3Now software. Sections 1, 5-9, and 12 shall survive the termination of this Agreement.

Data Privacy. Subscriber will comply with all applicable laws and regulations, including those of other jurisdictions that may apply to Subscriber, concerning the protection of personal data. Subscriber must obtain any required employee consents addressing the interception, reading, copying or filtering of emails and their attachments. Neither party will use any data obtained via the Service for any unlawful purpose.

Government Restricted Rights. The Services are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Services by the U.S. Government constitutes acknowledgment of C3HEALTHCARERX's proprietary rights therein. Contractor or Manufacturer is C3HEALTHCARERX

General. For the purposes of customer service, technical support, and as a means of facilitating interactions with its end-users, C3HEALTHCARERX may periodically send Subscriber messages of an informational or advertising nature via email. Subscriber acknowledges that C3HEALTHCARERX may use Subscriber's company name only in a general list of C3HEALTHCARERX customers. C3HEALTHCARERX owns any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Subscriber relating to the Services. Subscriber may not transfer any of Subscriber’s rights to use the Services or assign this Agreement to another person or entity, without first obtaining prior written approval from C3HEALTHCARERX. Notices sent to C3HEALTHCARERX shall be sent to the attention of the Vice President of Sales at 1001 Aviation Parkway STE 400 Morrisville, NC 27560 USA. Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of North Carolina. Both parties hereby consent to the exclusive jurisdiction of the state and federal courts in Raleigh, North Carolina, USA, for all claims. Both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, disturbances to the Internet, and inability to secure materials or transportation facilities. This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and the parties have not relied on any promise, representation, or warranty, express or implied, that is not in this Agreement. Any waiver or modification of this Agreement is only effective if it is in writing and signed by both parties. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as reasonably to affect the intention of the parties. C3HEALTHCARERX is not obligated under any other agreements unless they are in writing and signed by an authorized representative of C3HEALTHCARERX.

Please read this Agreement carefully. By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.

END OF DOCUMENT

C3HEALTHCARERX

BUSINESS ASSOCIATE AGREEMENT

This Privacy Agreement ("Agreement") is effective upon signing this Agreement and is entered into by and between the Customer Name listed on the Subscription on the purchase and agreement page (the "Covered Entity") and C3HEALTHCARERX (the "Business Associate").

Term. This Agreement shall remain in effect for the duration of the active subscription of VPCare360, VEEP and/or C³Now the Business Associate has with Covered Entity to provide a Telehealth video conference tool and shall apply to all of the Services delivered by the Business Associate pursuant to this Agreement.
HIPAA Assurances. In the event Business Associate creates, receives, maintains, or otherwise is exposed to personally identifiable or aggregate patient or other medical information defined as Protected Health Information ("PHI") in the Health Insurance Portability and Accountability Act of 1996 or its relevant regulations ("HIPAA") and otherwise meets the definition of Business Associate as defined in the HIPAA Privacy Standards (45 CFR Parts 160 and 164), Business Associate shall:

(a) Recognize that HITECH (the Health Information Technology for Economic and Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business associate of a covered entity in the same manner that such sections apply to the covered entity;

(b) Not use or further disclose the PHI, except as permitted by law;

(c) Not use or further disclose the PHI in a manner that had Covered Entity done so, would violate the requirements of HIPAA;

(d) Use appropriate safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by this Agreement;

(e) Comply with each applicable requirement of 45 C.F.R. Part 162 if the Business Associate conducts Standard Transactions for or on behalf of the Covered Entity;

(f) Report promptly to Covered Entity any security incident or other use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware;

(g) Ensure that any subcontractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Business Associate obligations under this paragraph and agree to the same restrictions and conditions;

(h) Make available PHI in accordance with the individual’s rights as required under the HIPAA regulations;

(i) Account for PHI disclosures for up to the past six (6) years as requested by Covered Entity, which shall include: (1) Dates of disclosure, (2) names of the entities or persons who received the PHI, (3) a brief description of the PHI disclosed, and (4) a brief statement of the purpose and basis of such disclosure;

(j) Make its internal practices, books, and records that relate to the use and disclosure of PHI available to the U.S. Secretary of Health and Human Services for purposes of determining Customer’s compliance with HIPAA; and

(k) Incorporate any amendments or corrections to PHI when notified by Customer or enter into a Business Associate Agreement or other necessary Agreements to comply with HIPAA.

Termination upon Breach of Provisions. Notwithstanding any other provision of this Agreement, Covered Entity may immediately terminate this Agreement if it determines that Business Associate breaches any term in this Agreement. Alternatively, Covered Entity may give written notice to Business Associate in the event of a breach and give Business Associate five (5) business days to cure such breach. Covered Entity shall also have the option to immediately stop all further disclosures of PHI to Business Associate if Covered Entity reasonably determines that Business Associate has breached its obligations under this Agreement. In the event that termination of this Agreement and the Agreement is not feasible, Business Associate hereby acknowledges that the Covered Entity shall be required to report the breach to the Secretary of the U.S. Department of Health and Human Services, notwithstanding any other provision of this Agreement or Agreement to the contrary.
Return or Destruction of Protected Health Information upon Termination. Upon the termination of this Agreement, unless otherwise directed by Covered Entity, Business Associate shall either return or destroy all PHI received from the Covered Entity or created or received by Business Associate on behalf of the Covered Entity in which Business Associate maintains in any form. Business Associate shall not retain any copies of such PHI. Notwithstanding the foregoing, in the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible upon termination of this Agreement, Business Associate shall provide to Covered Entity notification of the condition that makes return or destruction infeasible. To the extent that it is not feasible for Business Associate to return or destroy such PHI, the terms and provisions of this Agreement shall survive such termination or expiration and such PHI shall be used or disclosed solely as permitted by law for so long as Business Associate maintains such Protected Health Information.
No Third Party Beneficiaries. The parties agree that the terms of this Agreement shall apply only to themselves and are not for the benefit of any third party beneficiaries.
De-Identified Data. Notwithstanding the provisions of this Agreement, Business Associate and its subcontractors may disclose non-personally identifiable information provided that the disclosed information does not include a key or other mechanism that would enable the information to be identified.
Amendment. Business Associate and Covered Entity agree to amend this Agreement to the extent necessary to allow either party to comply with the Privacy Standards, the Standards for Electronic Transactions, the Security Standards, or other relevant state or federal laws or regulations created or amended to protect the privacy of patient information. All such amendments shall be made in a writing signed by both parties.
Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the then most current version of HIPAA and the HIPAA privacy regulations.
Definitions. Capitalized terms used in this Agreement shall have the meanings assigned to them as outlined in HIPAA and its related regulations. 10. Survival. The obligations imposed by this Agreement shall survive any expiration or termination of this Agreement.

By agreeing to this Business Association as the “facility” signer, I understand and agree that I am or am signing for the person responsible for maintaining PHI for the facility (e.g., the Chief Privacy Officer, System Security Officer, or Chief Executive Officer).

Agreed: Company Name as listed (“Covered Entity”) By checking “Agree” to enter into the BAA.

Date: Effective the 1^st day of VPCare360, VEEP and/or C³Now Services Subscription

___________________________________________________________________________________

Agreed: C3HealthcareRx (“Business Associate”)

Date: Effective the 1^st day of VPCare360, VEEP and/or C³Now Services Subscription

END OF DOCUMENT.

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