PROVIDER USER AGREEMENT
Last updated: June 20th, 2019

Welcome to Qwell, LLC (“Qwell”) and to Qwell’s website located at https://qwell.com/ (the
“Site”). The words “You” and “Your” as used herein refer to all individuals and/or entities
accessing or using the Site on behalf of the individual and/or entity entering into this Provider
User Agreement, for any reason.

A. OVERVIEW
PLEASE READ THIS PROVIDER USER AGREEMENT (”THE AGREEMENT“) CAREFULLY BEFORE
USING THIS SITE OR SUBMITTING ANY MATERIALS GENERATED BY YOU (“PROVIDERGENERATED MATERIAL”).
This Agreement, as it might be revised from time to time, governs,
among other things: (i) Your access to and use of the Site and its related products and services;
(ii) the manner in which You provide any and all material to Qwell at any time after clicking “I
Agree”; and (iii) communications between You and Qwell with respect to the Site and its and
other Qwell products and services. If You do not agree with the terms and conditions below, or
do not agree to be bound by them, do not click the “I AGREE” option, do not create an account, or
use the Site or its related services. If You do not agree with these terms and conditions in full,
Qwell does not grant You any right, license, or otherwise authorize You to access or use this Site
or any related products or services, in any fashion for any purpose whatsoever. Whenever
referenced herein, Qwell shall refer to Qwell, LLC and its shareholders, officers, affiliates,
employees, directors, agents, subcontractors and representatives, collectively.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL
ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO ALL
TERMS AND CONDITIONS OF THIS AGREEMENT AND, “YOU” AND “YOUR” IN THIS AGREEMENT
SHALL REFER TO SUCH ENTITY OR PRACTICE. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF
YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MAY
NOT SELECT THE “I AGREE” BUTTON AND MAY NOT USE THE SITE OR ITS RELATED
PRODUCTS AND SERVICES.
By clicking the “I AGREE” option, creating an account, providing Provider-Generated Material, or
paying for or using Qwell‘s Service(s), You accept that the terms, obligations, rights and
conditions specified here will form a legally binding agreement between You and Qwell, and
certify that:

  1. You have read and understand all of the terms and conditions of this Agreement;
  2. You are either the practitioner identified in the profile accessed through this Site (“the
    Profile”), or are expressly authorized by the practitioner identified in the Profile to act as
    an agent on behalf of the practitioner, entity, or practice; and
  3. You agree to be bound by all of the terms and conditions of this Agreement and
    acknowledge that this Agreement is the legal equivalent of a signed, written contract for
    services between You and Qwell.

B. MODIFICATIONS TO THE AGREEMENT

Qwell expressly reserves the right to amend this Agreement (including any related Privacy
Policy) from time to time by posting an amended version on its website, or sending You written
notice in accordance with this Agreement’s notice provisions. Such modifications will be deemed
accepted and become effective after such notice (the “Proposed Amendment Date”) unless You
provide Qwell written notice of Your rejection of the amendment(s). Your continued use of the
Site and its related services following any Proposed Amendment Date will be deemed to
constitute Your acceptance of and agreement to the amended terms. This Agreement may not be
otherwise amended by You in any other way. Notwithstanding the foregoing, Qwell may amend
the Privacy Policy at any time by posting a new version on its website and providing You with
notice, and any amended version will become effective seven (7) business days after such notice
is sent.

C. DESCRIPTION OF QWELL SERVICES
Qwell is a curated network of select healthcare professionals. Qwell providers are listed on the
Qwell website, which features Profile pages and search and book features, allowing for patients
to find You and schedule appointments by the method of Your choice. Qwell is not currently a
medical provider or telehealth service as such terms may be defined under state or federal laws.

D. ACCESS TO AND USE OF THE SITE
Upon joining Qwell, you will have a Profile, where users can view Your network and book
appointments in real time. Qwell reserves the right, at its sole discretion, to restrict, suspend or
terminate Your access to all or any part of the Site or Your Profile at any time for any reason
without prior notice or liability. As set forth in herein, Qwell may change, suspend or
discontinue all or any aspects of the Site at any time, but will make commercially reasonable
efforts to inform You of disruption, suspension, or material changes to the Site prior to
proceeding with these changes. Qwell may also temporarily suspend or discontinue, without
notice, Your Profile at any time should Qwell reasonably believe that such action is required, or
to avoid an imminent threat of harm to Qwell, or to You or your patients.
Qwell shall provide access to the Site twenty-four (24) hours, seven (7) days a week excluding
periods of time necessary for Site maintenance and internet performance issues. Qwell reserves
the right to have planned outages for hardware and software maintenance. You acknowledge
system maintenance is a necessary element towards Qwell providing the Site as a functional
platform and You understand that under no circumstance shall You be entitled to any abatement
of any Fees or reimbursement for any costs or expenses associated with Site downtime or
limited or lack of functionality.

  1. License to Site. Subject to Your compliance with the terms and conditions of this
    Agreement, Qwell will grant to You a non-exclusive, non-transferable, limited right and
    license, solely during the Term of this Agreement, to access, use, cache, perform, and
    display the Site options and features and all reference materials and associated
    materials, solely for the purpose of use the Site and its related products and services.
  2. Hosting. The hosting of the Site shall consist of secure hosting and storing of certain
    Confidential Information (defined herein), including, but not limited to, applicable
    protected health information under the Health Insurance Portability and Accountability
    Act of 1996, and the regulations promulgated thereunder, (“HIPAA”) and transmitting
    the Confidential Information and other required information to You, and Qwell’s
    designated service providers.
  3. Privacy and Security. “Content” means any and all protected health information,
    patient forms and/or communications conveyed by You to Qwell or through or on the
    Site. You shall be solely responsible for compliance with any and all laws, rules and
    regulations, including but not limited to the Privacy, Security, Breach Notification, and
    Enforcement Rules at 45 CFR Part 160 and Part 164, and as a condition of this
    Agreement the parties agree to abide by the terms and conditions set forth in that
    certain Business Associate Agreement annexed hereto as Exhibit 1 and incorporated
    herein by reference. Qwell shall maintain all Content as set forth in the Business
    Associate Agreement and agrees to maintain commercially reasonable administrative,
    technical, and physical procedures to protect all Content. You are responsible for
    reviewing Qwell’s Privacy Policy, which will help You understand how Qwell collects,
    uses, and safeguards the information that You provide to Qwell. Qwell is not responsible
    for protecting any Content transmitted or otherwise communicated outside of the Site.
  4. Your Data Security Obligations. You are fully responsible for the security of ProviderGenerated Material prior to uploading it to the Site or that is otherwise in Your
    possession. You agree to comply with all applicable state and federal laws and rules in
    connection with Your collection, security, and dissemination of any protected health
    information (PHI) on Your site. You agree that at all times You shall be compliant with
    HIPAA and HITECH requirements, as applicable. The steps You will need to take to
    comply with HIPAA and HITECH when using Qwell will vary based on Your
    implementation. If Qwell believes that it is necessary based on Your implementation and
    Qwell requests it of You, then You will promptly provide Qwell with documentation
    evidencing Your compliance with HIPAA and HITECH. Information on the HIPAA rules
    can be found on the HHS website
    https://www.hhs.gov/sites/default/files/hipaa-simplification-201303.pdf. It is Your responsibility to comply with these standards.
  5. Suspension or Termination. Qwell reserves the right, in its sole discretion, to restrict,
    suspend or terminate Your access to all or any part of the Site or Your Profile at any time
    for any reason without prior notice or liability. Qwell may change, suspend or
    discontinue all or any aspects of the Site at any time, including the availability of any
    feature, database, or content, without prior notice or liability. Qwell will make
    reasonable, good faith efforts to inform You of pending suspension or termination. You
    have the right to terminate Your relationship with Qwell with thirty (30) days written
    notice.
  6. Retention of Content. As long as Your Site account or Profile is active, You shall be
    responsible for managing and retaining any of Your Content. Other than as required by
    applicable law or legal process or as otherwise agreed, Qwell shall not be responsible for
    retaining any of Your Content after account termination or for archiving purposes. You
    acknowledge that all Content may be deleted by Qwell after the account is terminated,
    subject to the terms of this Agreement. For the avoidance of doubt, Qwell does not
    provide record keeping or other archival services. You will keep copies of all Content
    delivered or otherwise made available by or on behalf of You or your patient users to
    Qwell as part of the Services.
  7. Business Continuity. In the event that You or Qwell terminate this Agreement, or Qwell
    is unable to continue providing the Site to You, Qwell will provide You with access to the
    most current data set, as well as all necessary information, including application settings
    and utilities, in order to facilitate a transition of Your Content to another provider or inhouse implementation. Upon termination, Qwell will, to the extent possible, provide You
    at reasonable cost in accordance with industry pricing a current copy of Your Content;
    provided that You are at such time in good standing in all then current fees and charges
    and Qwell receives written request from You for a copy of Your Content no later than 30
    days after termination (the “Termination Transition Period”). Qwell will provide the
    same data backups and settings regardless of which party terminates this Agreement or
    the reason for termination, and each party will reasonably cooperate to effect a timely
    and orderly transition of services, if applicable, to any designated third party identified
    by You in writing to Qwell within the Termination Transition Period.
  8. License Restrictions. You shall not reverse engineer, decompile, disassemble, translate,
    or attempt to learn the source code of the Site or its related services. Unless expressly set
    forth herein, You may not use, copy, modify, create derivative works of, distribute, sell,
    assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer,
    directly or indirectly, the Site (in whole or in part) or any rights in the Site or its related
    products and services. You may not resell or act as a service bureau for the Site or any
    component thereof. You may not remove from the Site or its related products and
    services, or alter or add, any Marks or copyright notices or other proprietary rights
    markings.

E. COMPLIANCE WITH APPLICABLE LAWS
You hereby acknowledge that Qwell is software provider with no professional licensure
certification, and understands that Qwell is not a medical provider. You understand that You are
responsible for all aspects of professional services provided by You. You agree to: (a) adhere to
the provisions under this Agreement; and (b) comply with the requirements of law and with all
ordinances, statutes, regulations, directives, orders, or other lawful enactments of
pronouncements of any local, state, federal or other lawful authority applicable to either of the
parties. You further agree: (i) not to use Site or any related services for any illegal purposes; and
(ii) to comply with all applicable local, state, national, and international laws and regulations,
including without limitation laws relating to recording conversations, privacy, and data
protection and public displays or performances, and United States export laws and regulations
regarding the transmission of technical data exported from the United States through the
Software or Services. You further agree that this Agreement does not require Qwell to exercise
any right or remedy in order to benefit or protect anyone, although Qwell reserves the right to
do so in its sole discretion.

H. REPRESENTATIONS AND WARRANTIES
You represent and warrant the following:

  1. No Conflict. You are not currently a party, and shall not be a party, to any agreement
    which conflicts with the terms of this Agreement.
  2. Warranty of Content. You represent that You: (i) are the owner or authorized licensee
    of any and all Content; (ii) will not publish, post, upload, record, or otherwise distribute
    or transmit Content using Site that: (a) infringes or would infringe any copyright, patent,
    trademark, trade secret, or other proprietary right of any party, or any rights of publicity
    or privacy of any party; (b) violates any law, statute, ordinance, or regulation (including
    without limitation the laws and regulations governing export control, unfair competition,
    anti-discrimination, false advertising, privacy, or data security); (c) is profane,
    defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful;
    (d) is harmful to minors or pornographic; (e) contains any viruses, Trojan horses,
    worms, time bombs, malware, cancelbots, corrupted files, or any other similar software,
    data, or programs that may damage, delete, detrimentally interfere with, surreptitiously
    intercept, or expropriate any system, data, personal information, or property of another;
    or (f) is materially false, misleading, or inaccurate.
  3. Ownership of Content. Qwell does not claim ownership of any Content. In connection
    with the provision of the Site to You, except as otherwise provided in this Agreement, as
    between You and Qwell, You retain all right, title, interest, and responsibility for, in, and
    to the Content. You acknowledge that the Site and its related products and services are
    provided by automated means and that Qwell personnel will not access, use, or disclose
    any Content, except as necessary to provide You with Site products and services,
    including without limitation the following: (i) during a service interruption as necessary
    to restore applicable Content at Your request; or (ii) as reasonably deemed necessary or
    advisable by Qwell, at its sole but reasonable discretion, to conform to applicable legal
    requirements or to comply with legal process. You hereby grant to Qwell a nonexclusive,
    worldwide, royalty-free, fully-paid, irrevocable, transferable license to host, cache, store,
    display, record and copy Content solely for the purpose of providing the Site to You
    during the Term.

I. PAYMENTS & FEES
Unless otherwise set forth in a duly-executed and mutually agreed upon amendment to this
Agreement, pricing for use of the Site and its related products and services is based on Qwell‘s
pricing page located at ______________. Qwell reserves the right to adjust pricing from time to time
upon 30 days written notice to You. You agree to pay Qwell the applicable fees and charges for
use of the Site and its related products and services. Unless otherwise stated in a duly-executed
and mutually agreed upon amendment to this Agreement, each proper, undisputed, invoice is
due and payable by You immediately upon receipt of such notice. Qwell reserves the right to
charge late fees of up to 1% monthly on balances outstanding beyond 60 days of invoice date.

J. LIMITATION OF LIABILITY
Qwell is not assuming liability, and, therefore shall not be liable to You for any claims, debts,
liabilities, obligations, costs, expenses, actions, causes of action and claims for relief as a result of
any claim, audit, investigation, litigation or arbitration, or any other cause, whatsoever,
regardless of whether or not such loss or damage was caused by or contributed to by Qwell’s
negligent performance, or failure to perform any obligation. You hereby release Qwell from any
claims for contribution or indemnity. Notwithstanding the foregoing, Qwell’s total liability for
losses suffered by You or any of its affiliates under or related to this Agreement shall in no event
exceed an amount equal to the average monthly fee paid by You under this Agreement at time of
loss.

K. DISCLAIMER

  1. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL QWELL BE LIABLE FOR ANY
    SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING
    BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF
    INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES
    IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,
    STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF QWELL HAS BEEN
    APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
    QWELL DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND
    LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY
    TELECOMMUNICATION SERVICE PROVIDERS OR THE SYSTEM.
  2. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL QWELL BE LIABLE FOR THE
    DISCLOSURE OF ANY INFORMATION ABOUT YOU THAT IS OR BECOMES GENERALLY
    AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF ANY GROSS NEGLIGENCE
    OR WILLFUL MISCONDUCT BY QWELL OR AFFILIATES OR ANY OF THEIR OFFICERS,
    DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, OR THAT IS OR HAS
    BECOME KNOWN OR AVAILABLE TO QWELL ON A NON-CONFIDENTIAL BASIS FROM A
    SOURCE THAT, TO THE BEST OF QWELL’S KNOWLEDGE, IS NOT PROHIBITED FROM
    DISCLOSING SUCH INFORMATION, OR THAT WAS INDEPENDENTLY DEVELOPED BY
    QWELL OR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
    REPRESENTATIVES AND AGENTS WITHOUT REFERENCE TO SUCH INFORMATION.
  3. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL QWELL BE LIABLE FOR ANY
    DAMAGES RESULTING FROM LOSS OF DATA, PROFITS, USE OF PRODUCTS, OR FOR ANY
    SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE
    POSSIBLITY OF SUCH DAMAGES.
  4. IN THE EVENT YOU TRANSMIT, INTRODUCE, OR OTHERWISE CAUSE ANY TECHNICAL
    DISRUPTION OF THE SITE, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL
    LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND
    EXPENSES) ARISING FROM ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES BASED
    UPON SUCH TECHNICAL DISRUPTIONS. “TECHNICAL DISRUPTION” MEANS
    DISTRIBUTION OF UNSOLICITED ADVERTISING OR CHAIN LETTERS, PROPAGATION OF
    COMPUTER WORMS, VIRUSES OR OTHER HARMFUL CODE, AND/OR USING THE SITE
    TO MAKE UNAUTHORIZED ENTRY TO ANY OTHER MACHINE ACCESSIBLE VIA THE
    SITE. YOU ARE FURTHER SOLELY RESPONSIBLE FOR THE CONTENT OF ANY
    TRANSMISSIONS USING THE SITE AND AGREE NOT TO UPLOAD, POST OR OTHERWISE
    MAKE AVAILABLE ON THE SITE ANY MATERIAL PROTECTED BY A PROPRIETARY
    RIGHT OF A THIRD PARTY WITHOUT FIRST OBTAINING THE EXPRESS PERMISSION OF
    THE OWNER OF SUCH PROPRIETARY RIGHT. YOU SHALL BE SOLELY LIABLE FOR ANY
    DAMAGES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND
    EXPENSES) ARISING OUT OF INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY
    OTHER HARM ARISING FROM THE UPLOADING, POSTING OR OTHER SUBMISSION OF
    MATERIALS BY YOU.
  5. YOU ACKNOWLEDGE AND AGREE THAT THE FEES AND OTHER CHARGES WHICH
    QWELL IS CHARGING UNDER THIS AGREEMENT DO NOT INCLUDE ANY
    CONSIDERATION FOR ASSUMPTION BY QWELL OF THE RISK OF YOUR’S DIRECT,
    INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT
    DAMAGES.
  6. YOU ACKNOWLDEGE THAT ACCESS TO THE SITE WILL BE PROVIDED OVER VARIOUS
    FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE
    TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES
    AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER
    LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS,
    UTILITIES, INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND QWELL’s
    CONTROL. QWELL ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY,
    PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS
    TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION,
    INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER
    INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF
    THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE
    LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
  7. QWELL IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA,
    FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SITE FOR
    UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR
    DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION
    THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES,
    OR ANY OTHER MEANS BY ANY AUTHORIZED USER, OR ANY OTHER PERSON, ENTITY,
    THIRD PARTY OR OTHER. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE
    ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND
    PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES,
    INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES
    OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT
    DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR,
    EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF
    THIRD-PARTY SOFTWARE. QWELL IS NOT RESPONSIBLE FOR THE CONTENT OF ANY
    INFORMATION TRANSMITTED OR RECEIVED THROUGH QWELL’S PROVISION OF THE
    SITE.

L. NO LIABILITY FOR CONTENT. YOU AGREE THAT QWELL WILL NOT BE LIABLE FOR
ANY CONTENT, INCLUDING BUT NOT LIMITED TO CONTENT THAT IS SENT, RECEIVED, HELD,
RELEASED OR OTHERWISE CONNECTED IN ANY RESPECT TO THE SITE OR ITS RELATED
SERVICES, CONTENT THAT IS UPLOADED OR DOWNLOADED BUT NOT RECEIVED, AND
CONTENT SENT USING AND/OR INCLUDED IN THE SERVICES, INCLUDING WITHOUT
LIMITATION ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, OR ILLEGAL
CONTENT; FURTHER, YOU AGREE THAT QWELL WILL NOT BE LIABLE FOR ANY ACCESS TO OR
ALTERATION OF SUCH CONTENT OR FOR ANY INFRINGEMENT OF ANOTHER’S RIGHTS,
INCLUDING PRIVACY, INTELLECTUAL PROPERTY, OR DATA PROTECTION RIGHTS ARISING
FROM SUCH PROVIDER-GENERATED OR PATIENT USER-GENERATED CONTENT, OR FROM
THE CONDUCT OF PHYSICIAN USERS, PATIENT USERS, OR THIRD PARTIES OTHER THAN
WHICH MAY BE THE RESULT OF QWELL’S WILLFUL CONDUCT.

M. NO WARRANTY. YOU AGREE THAT THE SITE IS PROVIDED ON “AS IS” AND “AS
AVAILABLE” BASIS ONLY, WITHOUT WARRANTY OF ANY KIND, AND ALL EXPRESS, IMPLIED
OR STATUTORY WARRANTIES, CONDITIONS, REPRESENTATIONS, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, TIMELINESS, COMPLETENESS, ADEQUACY AND
NONINFRINGEMENT OR WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OR TRADE ARE EXCLUDED BY QWELL, AND QWELL DOES NOT WARRANT
THAT THE PROGRAMS WILL MEET THE REQUIREMENTS OF ANY PERSON AND OPERATE ON
AN UNINTERRUPTED OR ERROR-FREE BASIS. YOU ACKNOWLEDGE YOU ARE SOLELY
RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE
SITE, INCLUDING INACCURATE OR INCOMPLETE INFORMATION.

N. INDEMNIFICATION
You agree to release, indemnify and hold Qwell harmless from and against any losses, damages,
liabilities, demands, administrative actions, government investigations, payor audits, costs, fines,
fees, expenses (including reasonable attorneys’ fees, expert fees and disbursements) penalties,
claims, suits and actions (collectively “Claims”), caused by, asserted to have been caused by,
arising out of, as a result of, or related to, directly or indirectly, any act or omission by You, Your
employees, affiliates, subcontractors or assigns, including but not limited to (i) the use, non-use
misuse, access or unauthorized access of the Site; (ii) a material breach of the terms of this
Agreement including representations, warranties, covenants and obligations; (iii) any act or
omission of You that results in submitting any false or fraudulent claim to any governmental or
private payor; (iv) any violation of law, rule or regulation; or (v) any other acts or omissions.

O. CONFIDENTIALITY

  1. The parties recognize that they may come in contact with or become familiar with
    information that the other party may consider confidential, such as certain
    proprietary, financial or commercial information, including, but not limited to,
    records, files, reports, protocols, policies, manuals, databases, processes, procedures,
    computer systems, materials, and other documents created or maintained relating to
    the operation of the party’s organization. The parties agree that they will not, and that
    their staff or designees will not, during or after the term of this Agreement, disclose
    any confidential or proprietary information to any other person or entity for any
    reason or purposes whatsoever, without written consent of the other party. All
    Confidential Information disclosed hereunder will remain the exclusive and
    confidential property of the disclosing party. The receiving party will not disclose the
    Confidential Information of the disclosing party and will use at least the same degree
    of care, discretion and diligence in protecting the Confidential Information of the
    disclosing party as it uses with respect to its own confidential information, but in no
    case less than reasonable care; provided, however, that Qwell may disclose protected
    health information included within the Confidential Information in accordance with
    the Business Associate Agreement by and between the parties. The receiving party
    will limit access to Confidential Information to its affiliates, employees and authorized
    representatives with a need to know and will instruct them to keep such information
    confidential. Notwithstanding the foregoing, the receiving party may disclose
    Confidential Information of the disclosing party (i) to the extent necessary to comply
    with any Law; (ii) as appropriate and with prior notice where practicable, to respond
    to any summons or subpoena or in connection with any litigation; and (iii) to any
    vendor with which Qwell has a HIPAA compliant relationship.
  2. You acknowledge that Qwell may from time to time communicate directly with You
    for the purpose of marketing its products and services or those of its recommended
    vendors, and may use Confidential Information to do so. The obligations of Qwell set
    forth in this Section shall not apply to any suggestions and feedback for product or
    service improvement, correction, or modification provided by You in connection with
    any present or future Qwell product or service. In addition, subject to any limitations
    imposed by HIPAA, with Your consent (which is hereby given), Qwell may use
    internet/website analytics software tools and programs that collect, transmit, store,
    disclose and analyze certain information about the actual use of the hosted programs
    by You (such as, but not limited to, pages viewed, links clicked, help functions used
    and other workflow information); such information shall not be considered
    Confidential Information hereunder and may be used by Qwell for the purpose of
    license administration, error resolution and product analysis and improvement.

P. USE OF NAME AND PUBLICITY
Except as required by law, You shall not: (i) use the name, trademark, trade dress, or any other
name or mark by which Qwell is known, or of any employee, officer, director or affiliate of Qwell
or any adaptation, acronym or name by which Qwell is commonly known, in any advertising,
promotional or sales literature or in any publicity without the prior written approval of Qwell;
or (ii) publish any information about the Site, without the prior written permission of Qwell.

Q. MISCELLANEOUS
This Agreement shall be deemed to have been entered into and shall be construed and enforced
in accordance with the laws of the State of New York as applied to contracts made and to be
performed entirely within New York, without giving effect to the state’s conflicts of law statute.
YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND QWELL (WHETHER OR NOT SUCH
DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US,
INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF
THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY
BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S
RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND QWELL HEREBY
EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor Qwell will participate in a class action or
class-wide arbitration for any claims covered by this Agreement to arbitrate. YOU ARE WAIVING
THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER IN ANY CLASS OR
COLLECTIVE CLAIM YOU MAY HAVE AGAINST QWELL INCLUDING ANY RIGHT TO CLASS OR
COLLECTIVE ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You
also agree not to participate in claims brought in a private attorney general or representative
capacity, or consolidated claims involving another person’s account, if Qwell is a party to the
proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act
and not by any state law concerning arbitration. Judgment on the award rendered by the
arbitrator may be entered in any court having competent jurisdiction. Any provision of
applicable law notwithstanding, the arbitrator will not have authority to award damages,
remedies or awards that conflict with this Agreement.

R. FORCE MAJEURE
Qwell has no liability to You if the Site is inaccessible or data destroyed by fire, strike, theft, acts
of God, or any other cause. In the event of system malfunction, for whatever reasons, or inability
to access the Site, Qwell shall not be liable for damage to or loss of any of Your data and You
acknowledge that You have been advised that You are responsible for maintaining Your own
data by use of regular backup procedures. You agree to hold Qwell harmless from any liability
resulting from violations of local, state or federal regulation relating to the inaccessibility to the
Site for reasons set forth in this Section. You agree to indemnify and hold Qwell harmless from
costs associated with the defense of Qwell, including attorney’s fees, in any such local state or
federal proceeding.

EXHIBIT 1
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement, dated as of _________, 20__ (“BA Agreement”), is by and
between You (referred to herein as the “Covered Entity”, within the meaning as defined at 45
CFR 160.103) and Qwell, LLC (referred to herein as the “Business Associate”, within the meaning
as defined at 45 CFR 160.103).

WHEREAS, Covered Entity and Business Associate are parties to an arrangement pursuant to
which Business Associate provides certain services to Covered Entity as further set forth in that
certain agreement by and between the parties. In connection with Business Associate’s services,
Business Associate may assist in the performance of a function or activity involving the use or
disclosure of individually identifiable health information, which information is subject to
protection under the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR
Part 160 and Part 164 (collectively referred to herein as the “HIPAA Rules”).

WHEREAS, in light of the foregoing and the requirements of HIPAA Rules, Business Associate
and Covered Entity agree to be bound by the following terms and conditions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

  1. General Definitions. The following terms used in this Agreement shall have the same meaning as those terms
    in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Electronic
    Protected Health Information, Health Care Operations, Individual, Minimum Necessary, Notice of
    Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident,
    Subcontractor, Unsecured Protected Health Information, and Use.
  2. Obligations and Activities of Business Associate.
    a. Use and Disclosure. Business Associate agrees not to use or disclose Protected
    Health Information other than as permitted or required by this BA Agreement or as Required By
    Law. Business Associate shall comply with the provisions of this BA Agreement relating to
    privacy and security of Protected Health Information and all present and future provisions of the
    HIPAA Rules that relate to the privacy and security of Protected Health Information and that are
    applicable to Covered Entity and/or Business Associate.
    b. Appropriate Safeguards. Business Associate agrees to use appropriate safeguards
    to prevent the use or disclosure of the Protected Health Information other than as provided for
    by this BA Agreement. Without limiting the generality of the foregoing sentence, Business
    Associate will:
    i. Comply with its administrative, physical, and technical safeguards that
    reasonably and appropriately protect the confidentiality, integrity and availability of Electronic
    Protected Health Information as required by the HIPAA Rules;
    ii. Ensure that any agent, including a subcontractor, to whom Business
    Associate provides Electronic Protected Health Information agrees to implement reasonable and
    appropriate safeguards to protect Electronic Protected Health Information; and
    iii. Promptly report to Covered Entity any Security Incident of which
    Business Associate becomes aware as well as any use or disclosure of Protected Health
    Information of which it becomes aware not provided for by the BA Agreement. In addition,
    Business Associate agrees to promptly notify Covered Entity following the discovery of any
    Breach as required at 45 CFR 164.410.
    iv. Comply with its Breach notification policy that reasonably and
    appropriately identifies any potential Breach of the HIPAA Rules by Business Associate and/or
    to the extent Business Associate has knowledge of, by Covered Entity, and provides procedure
    for proper response and notification of any such Breach as required by the HIPAA Rules and any
    other applicable Federal or State laws.
    c. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any
    harmful effect that is known to Business Associate of a use or disclosure of Protected Health
    Information by Business Associate or its employees, officers or agents in violation of the
    requirements of this BA Agreement (including, without limitation, any Security Incident or
    Breach of Unsecured Protected Health Information). Business Associate agrees to reasonably
    cooperate and coordinate with Covered Entity in the investigation of any violation of the
    requirements of this BA Agreement and/or any Security Incident or Breach. Business Associate
    shall also reasonably cooperate and coordinate with Covered Entity in the preparation of any
    reports or notices to the Individual, a regulatory body or any third party required to be made
    under HIPAA Rules, or any other Federal or State laws, rules or regulations, provided that any
    such reports or notices shall be subject to the prior written approval of Covered Entity.
    d. Agents. Business Associate shall ensure that any agent, including a subcontractor,
    to whom it provides Protected Health Information received from, or created or received by,
    Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions
    that apply through this BA Agreement to Business Associate with respect to such information.
    e. Access to Designated Record Sets. To the extent that Business Associate
    possesses or maintains Protected Health Information in a Designated Record Set, Business
    Associate agrees to provide access, at the request of Covered Entity, and in the time and manner
    designated by the Covered Entity, to Protected Health Information in a Designated Record Set, to
    Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the
    requirements under HIPAA Rules. If an Individual makes a request for access to Protected
    Health Information directly to Business Associate, Business Associate shall notify Covered Entity
    of the request within three (3) business days of such request and will cooperate with Covered
    Entity and allow Covered Entity to send the response to the Individual.
    f. Amendments to Designated Record Sets. To the extent that Business Associate
    possesses or maintains Protected Health Information in a Designated Record Set, Business
    Associate agrees to make any amendment(s) to Protected Health Information in a Designated
    Record Set that the Covered Entity directs or agrees to pursuant to HIPAA Rules at the request of
    Covered Entity or an Individual, and in the time and manner designated by the Covered Entity. If
    an Individual makes a request for an amendment to Protected Health Information directly to
    Business Associate, Business Associate shall notify Covered Entity of the request within three
    business (3) days of such request and will cooperate with Covered Entity and allow Covered
    Entity to send the response to the Individual.
    g. Access to Books and Records. Business Associate agrees to make its internal
    practices, books, and records, including policies and procedures and Protected Health
    Information, relating to the use and disclosure of Protected Health Information received from, or
    created or received by Business Associate on behalf of, Covered Entity available to the Covered
    Entity, or to the Secretary, in a time and manner designated by the Covered Entity or designated
    by the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with
    the Privacy Rule.
    h. Accountings. Business Associate agrees to document such disclosures of
    Protected Health Information and information related to such disclosures as would be required
    for Covered Entity to respond to a request by an Individual for an accounting of disclosures of
    Protected Health Information in accordance with the HIPAA Rules.
    i. Requests for Accountings. Business Associate agrees to provide to Covered Entity
    or an Individual, in the time and manner designated by the Covered Entity, information collected
    in accordance with this BA Agreement, to permit Covered Entity to respond to a request by an
    Individual for an accounting of disclosures of Protected Health Information in accordance with
    the HIPAA Rules. If an Individual makes a request for an accounting directly to Business
    Associate, Business Associate shall notify Covered Entity of the request within three business (3)
    days of such request and will cooperate with Covered Entity and allow Covered Entity to send
    the response to the Individual.
  3. Permitted Uses and Disclosures by Business Associate.
    a. Required For Provision of Services. Except as otherwise limited in this BA
    Agreement, Business Associate may use or disclose Protected Health Information to perform
    functions, activities, or services for, or on behalf of, Covered Entity as reasonably required in
    performing its services to Covered Entity, provided that such use or disclosure would not violate
    the HIPAA Rules if done by Covered Entity or the minimum necessary policies and procedures of
    the Covered Entity. To the degree required for provision of services hereunder, Business
    Associate may de-identify information received from Covered Entity for such purposes as would
    not violate the HIPAA Rules if done by Covered Entity or the minimum necessary policies and
    procedures of the Covered Entity.
    b. Use for Administration of Business Associate. Except as otherwise limited in this
    BA Agreement, Business Associate may use Protected Health Information for the proper
    management and administration of the Business Associate or to carry out the legal
    responsibilities of the Business Associate.
    c. Disclosure for Administration of Business Associate. Except as otherwise limited
    in this BA Agreement, Business Associate may make uses and disclosures and requests for
    Protected Health Information for the proper management and administration of the Business
    Associate, provided that (i) disclosures are Required by Law, (ii) disclosures are consistent with
    the Covered Entity’s minimum necessary policies and procedures, or (iii)Business Associate
    obtains reasonable assurances from the person to whom the information is disclosed that it will
    remain confidential and used or further disclosed only as Required by Law or for the purpose for
    which it was disclosed to the person, and the person notifies the Business Associate of any
    instances of which it is aware in which the confidentiality of the information has been breached.
  4. Covered Entity Notification of Privacy Practices and Restrictions. a. Limitation(s) in Privacy Policies. Covered Entity shall notify Business Associates
    of any limitation(s) in its notice of privacy practices, to the extent that any such limitation may
    affect Business Associate’s uses or disclosure of Protected Health Information.
    b. Changes/Revocation of Permission. Covered Entity shall notify Business
    Associate of any changes in, or revocation of, the permission by an Individual to use or disclose
    Protected Health Information, to the extent that such changes may affect Business Associate’s
    use or disclosure of protected health information.
    c. Restriction of Protected Health Information. Covered Entity shall notify Business
    Associate of any restriction on the use or disclosure of protected health information that covered
    entity has agreed to or is required to abide by under the HIPAA Rules, to the extent that such
    restriction may affect Business Associate’s use or disclosure of protected health information.
  5. Permissible Requests by Covered Entity. Except as otherwise Required By Law or set
    forth herein, Covered Entity shall not request Business Associate to use or disclose Protected
    Health Information in any manner that would not be permissible under the HIPAA Rules if done
    by Covered Entity.
  6. Term and Termination.
    a. Term. This BA Agreement shall be effective as of the date of this BA Agreement
    and shall terminate upon the effective date of Termination for Cause.
    b. Termination for Cause. Business Associate authorizes termination of this
    Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a
    material term of the BA Agreement and Business Associate has not cured the breach or ended
    the violation within the time specified by covered entity.
    c. Obligations of Business Associate Upon Termination. Upon termination of this BA
    Agreement for any reason, Business Associate, with respect to Protected Health Information
    received from Covered Entity, or created, maintained, or received by Business Associate on
    behalf of Covered Entity, shall:
    i. Retain only that Protected Health Information which is necessary for
    Business Associate to continue its proper management and administration or to carry out its
    legal responsibilities;
    ii. Return to Covered Entity, or, if agreed to by Covered Entity, destroy, the
    remaining Protected Health Information that the Business Associate still maintains in any form
    iii. Continue to use appropriate safeguards and comply the HIPAA Rules
    with respect to Electronic Protected Health Information to prevent use or disclosure of the
    Protected Health Information, other than as provided for in this Section, for as long as Business
    Associate retains the Protected Health Information;
    iv. Not use or disclose the Protected Health Information retained by
    Business Associate other than for the purposes for which such Protected Health Information was
    retained and subject to the same conditions set out in Section 3 which applied prior to
    termination; and
    v. Return to covered entity, or, if agreed to by covered entity, destroy the
    Protected Health Information retained by Business Associate when it is no longer needed by
    Business Associate for its proper management and administration or to carry out its legal
    responsibilities.
    d. Survival. The obligations of Business Associate under this Section 6 shall survive
    the termination of this BA Agreement.
  7. Indemnity. Covered Entity agrees to indemnify, defend and hold harmless Business
    Associate and its employees, directors/trustees, members, professional staff, representatives
    and agents (collectively, the “Indemnitees”) from and against any and all claims (whether in law
    or in equity), obligations, actions, causes of action, suits, debts, judgments, losses, fines,
    penalties, damages, expenses (including attorney’s fees), liabilities, lawsuits or costs incurred by
    the Indemnities which arise or result from a breach of the terms and conditions of this BA
    Agreement or a violation of the HIPAA Rules by Covered Entity or its employees or agents.
    Covered Entity’s indemnification obligations hereunder shall not be subject to any limitations of
    liability or remedies in the Service Agreement.
  8. Compliance with HIPAA Transaction Standards. When providing its services and/or
    products, Covered Entity shall comply with all applicable HIPAA Rules standards and
    requirements with respect to the transmission of Electronic Protected Health Information in
    connection with any transaction for which the Secretary has adopted a standard under HIPAA
    (“Covered Transactions”). Covered Entity represents and warrants that it is aware of all current
    HIPAA standards and requirements regarding Covered Transactions, and Covered Entity shall
    comply with any modifications to the HIPAA Rules which may become effective from time to
    time. Covered Entity agrees that such compliance shall be at its sole cost and expense, which
    expense shall not be passed on to Business Associate in any form, including, but not limited to,
    increased fees. Covered Entity shall require all of its agents and subcontractors (if any) who
    assist Covered Entity in providing its services and/or products to comply with the terms of this
    Section 8.
  9. Miscellaneous.
    a. Regulatory References. A reference in this BA Agreement to a section in the
    HIPAA Rules means the section as in effect or as amended or modified from time to time,
    including any corresponding provisions of subsequent superseding laws or regulations.
    b. Amendment. The Parties agree to take such action as is necessary to this BA
    Agreement from time to time as is necessary for Covered Entity to comply with the
    requirements of the HIPAA Rules and any other applicable law.
    c. Interpretation. Any ambiguity in this Agreement shall be resolved to permit
    Covered Entity to comply with the HIPAA Rules.
    d. Miscellaneous. This BA Agreement shall be governed by, and construed in
    accordance with the laws of the State of New York, exclusive of conflict of law rules. Each party
    to this BA Agreement hereby agrees and consents that any legal action or proceeding with
    respect to this BA Agreement shall only be brought in the courts of the state of New York. This
    BA Agreement constitutes the entire agreement between the parties with respect to the subject
    matter contained herein, and this BA Agreement supersedes and replaces any former business
    associate agreement or addendum entered into by the parties. This BA Agreement may be
    executed in counterparts, each of which when taken together shall constitute one original. Any
    PDF or electronic signatures to this BA Agreement shall be deemed original signatures to this BA
    Agreement. No amendments or modifications to the BA Agreement shall be effected unless
    executed by both parties in writing