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Terms & Conditions The schedule above applies to participating Healthsouk Dentists and should be used to establish the maximum fee that will be charged for each listed procedure. Procedures not listed on this schedule will be offered to the member at a 20% discount off UCR . All lab fees are included in the fee schedule listed below. Disclosures: 1. HealthSouk IS NOT INSURANCE. THIS IS NOT A MEDICARE PRESCRIPTION DRUG PLAN* 2. HealthSouk provides discounts at certain health care providers for medical services. The range of discounts will vary depending on the provider, timing of service and type of service. 3. Upon Specific request and valid reason the plan will make available a written list of participating health care providers. 4. HealthSouk administrator: HealthSouk Inc. 809B Cuesta Drive #141, Mountain View, CA 94040 5. Results from provider search do not guarantee participation. Please confirm participation online prior to service. Fee schedules may vary depending on location of provider. 6. HealthSouk provides discounts at certain health care providers for services. The range of discounts will vary depending on the type of provider, appointment timing and service. 7. Patients are obligated to pay for all health care services but will receive a discount from those health care providers who have contracted with HealthSouk. 8. quoted online are estimates and are subject to change at time of appointment. Upon request the plan will make available a written list of participating health care providers in electronic format. The preferred method of delivering the provider list will be via online viewing at the company web site. If you wish to get a written provider list you must email us at administrator@healthsouk.com with full details and the reason why online viewing of the provider list does not suffice. 9. You have the right to cancel within the first 30 days for our technical support plan. The discount plan HealthSouk is free and you can cancel your account any time by emailing administrator@healthsouk.com 10. Discount Medical Plan Organization and Administrator: HealthSouk International Corporation 809B Cuesta Drive Ste. #141 Mountain View, CA 94040; phone 310-928-3611. Email: administrator@healthsouk.com. 11. HealthSouk Inc. and its administrators have no liability for providing or guaranteeing service by providers or the quality of service rendered by providers. Medicare statement applies to MD residents or when pharmacy discounts are part of program. Section 1: Terms & Conditions This Agreement ("Agreement") is entered into between the undersigned dentist (“Participating Dentist") and HealthSouk Inc., by and on behalf of itself and its subsidiaries and affiliates (“HealthSouk” or “Company"). I. General Provisions For purposes of this Agreement, “Dental Services" means a dental service or supply for which a benefit may be payable under the terms of a Dental Benefit Plan. “Dental Benefit Plan" means a group or individual dental Care program that is administered by a third party partner. “Covered Person" means an individual entitled to benefits under a Dental Benefit Plan. Participating Dentist (General Dentist or Specialist) shall accept new patients. Participating Dentist agrees to provide Dental Services without discrimination against any Covered Persons on the basis of participation in HealthSouk, source of payment, age, sex, ethnicity, religion, sexual preference, health status or disability. A Participating Dental Specialist may only perform specialized procedures if they are board certified or board eligible to perform such procedures. In the event this contract is being signed by a Participating Provider who practices another profession such as vision, chiropractic or medical services, the contract and its language herein and preceding is assumed to be edited with the appropriate practitioner type throughout where references to Dentist or Dental Services but not limited to those terms. In cases where a dual-practicing professional or Group Practice, defined later in the contract, exists the contract and its language is assumed to be edited with the appropriate practitioner(s) information throughout. If a Participating Dentist performs oral surgery, such Participating Dentist agrees to obtain and maintain in full force and effect professional liability insurance, at its sole cost and expense, in coverage amounts of not less than $1,000,000 per occurrence and $3,000,000 annual aggregate, or such higher amounts as may be required under applicable law. In the event that Participating Dentist is a provider outside of the country of the Covered Person, the Participating dentist must meet the same malpractice requirements, standard of care and standards of all related matters as that of the Covered Person’s home country. Participating Dentist represents and warrants that he or she is licensed to practice dentistry pursuant to the laws where he or she is practicing dentistry. Participating Dentist also represents and warrants that his or her license to practice dentistry and DEA registration, if applicable, are not suspended or revoked. Participating Dentist agrees that he or she will promptly notify HealthSouk in writing should either such license or registration be revoked, restricted, suspended or otherwise subject to disciplinary action by any government agency. Participating dentist authorizes HealthSouk to obtain information concerning my professional qualifications as well as to inquire within National Practitioner Data Bank or other public/private database record about my practice. HealthSouk may contract with persons or entities (including, without limitation, HealthSouk subsidiary or affiliated organizations, self-administered or self¬-funded programs providing dental Care benefits, employers or insurers wishing to utilize the services of HealthSouk’s dental network) (collectively referred to as “Health Plans") incorporating the terms and conditions of this Agreement. It is agreed that the Health Plans will succeed all of HealthSouk’s rights and obligations under this Agreement. Participating Dentist agrees to comply with all applicable International laws, laws in his/her own country, Medicaid laws, Medicare laws, rules and regulations, OSHA guidelines, reporting requirements, CMS instructions, and applicable requirements of any contract between a Health Plan and CMS (the “Medicare Contract") and with all other applicable international, state and federal laws and regulations, as may be amended from time to time, including, without limitation: (1) Federal laws and regulations designed to prevent or ameliorate fraud, waste, and abuse, including, but not limited to, applicable provisions of federal criminal law, the False Claims Act (31 U.S.C. 3729 et. seq.), and the anti-kickback statute (section 1128B(b)) of the Act): and (2) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA") administrative simplification rules at 45 CFR parts 160, 162, and 164. In the event that Participating Dentist’s country of practice has similar protections and laws, those laws are interpreted to replace the precise laws preceding and Participating Dentist must comply with those laws.. Participating Dentist shall provide or arrange for the provision of Dental Services in conformity with generally accepted dental practices in effect at the time of service according to the standard of practice of patient’s home country or location. Participating Provider shall also ensure that ancillary dental personnel who provide Dental Services to Covered Persons are properly licensed. Participating Dentist acknowledges and agrees that to the extent HealthSouk, in its sole discretion, elects to delegate any administrative activities or functions to Participating Dentist, Participating Dentist understands and agrees that: (i) Participating Dentist may not delegate, transfer or assign any of Participating Dentist’s obligations under the Agreement and/or any separate delegation agreement without HealthSouk’s prior written consent; and (ii) Participating Dentist must demonstrate, to HealthSouk's satisfaction, Participating Dentist’s ability to perform the activities to be delegated and the parties will set out in writing: (1) the specific activities or functions to be delegated and performed by Participating Dentist; (2) any reporting responsibilities and obligations pursuant to HealthSouk or its policies and procedures and/or the requirements of the Medicare Contract; (3) monitoring and oversight activities by HealthSouk including without limitation review and approval by HealthSouk or Health Plan of Participating Dentist’s credentialing process, as applicable, and audit of such process on an ongoing basis; and (4) corrective action measures, up to and including termination or revocation of the delegated activities or functions and reporting responsibilities if CMS or HealthSouk or Health Plan determines that such activities have not been performed satisfactorily. [42 C.F.R. § 422.504(i)(3)(iii); 422.504(i)(4)(i)-(v).] Participating Dentist acknowledges and agrees that in the event that a service is paid for but not completely provided to the standard of care within a reasonable amount of time, they will reimburse the patient for the cost of the patient appointment and HealthSouk will then subsequently refund the booking fee collected from the patient, if any was in fact collected. Participating Dentist agrees not to incentivize the patient financially not to use HealthSouk.com to book appointments. Participating Dentist agrees to comply with all applicable international, state and federal laws, rules and regulations, Medicare program requirements, and/or requirements in the Medicare Contract regarding privacy, security, confidentiality, accuracy and/or disclosure of records (including, but not limited to, medical records), personally identifiable information and/or protected health information and enrollment information including, without limitation: (1) HIPAA and the rules and regulations promulgated thereunder, (2) 42 C.F.R. § 422.504(a)(13), and (3) 42 C.F.R. § 422.118; (iv) 42 C.F.R. § 422.516 and 42 C.F.R. § 422.310 regarding certain reporting obligations to CMS. Participating Dentist also agrees to release such information only in accordance with applicable international, state and/or federal law or pursuant to court orders or subpoenas. Participating Dentist shall comply with all applicable policies and procedures of HealthSouk and Health Plans including, without limitation, written standards for the following: (a) timeliness of access to care and member services; (b) policies and procedures that allow for individual medical necessity determinations (e.g., coverage rules, practice guidelines, payment policies); (c) Participating Dentist consideration of Covered Person and Medicare Advantage Member input into Participating Dentist's proposed treatment plan; and (d) Health Plan's compliance program which encourages effective communication between Participating Dentist and Health Plan's Compliance Officer and participation by Participating Dentist in education and training programs regarding the prevention, correction and detection of fraud, waste and abuse and other initiatives identified by CMS. The aforementioned policies and procedures are identified in HealthSouk and Health Plan Participating Dentist Manuals which are incorporated herein by reference and may be amended from time to time by HealthSouk or Health Plan. [42 C.F.R. § 422.112; 422.504(i)(4)(v); 42 C.F.R. § 422.202(b); 42 C.F.R. § 422.504(a)(5); 42 C.F.R. § 422.503(b)(4)(vi)(C) & (D) & (G)(3).] II When the Dental Benefit Plan under which a Covered Person is covered is secondary under coordination of benefit rules, Participating Dentist will receive as payment an amount no greater than the difference between the amount payable to the Participating Dentist by the primary payor and the Reimbursement Amount, if any. In any event, HealthSouk shall have no obligation to Participating Dentist for any claims for Reimbursement Amounts not paid by or on behalf of a self-funded group plan sponsor, individual or employee for which HealthSouk administers a Dental Benefit Plan. Participating Dentist acknowledges that the Participating Dentist has the option, in the Participating Dentist’s sole discretion, to participate or not to participate in HealthSouk Discount Plans that provide discounts for services that are not covered by insurance or other 3rcl party reimbursement. These preceding services can be customized in the Participating Dentists online account as either an activated (offered) or deactivated (not offered) procedure. Participating Dentist agrees to ensure that services listed as activated are kept up to date in accordance with his/her practice capabilities. Participating Dentist acknowledges that HealthSouk has not restricted in any manner the choice of the Participating Dentist to participate or not to participate in a HealthSouk Discount Plan. If Participating Dentist chooses to participate in a HealthSouk Discount Plan, Participating Dentist may cancel such participation at anytime by providing written notice to HealthSouk. HealthSouk will not take any action against the Participating Dentist based on the Participating Dentist's decision to not participate, or to cancel participation, in a HealthSouk Discount Plan. Participating Dentist acknowledges that from time to time, Participating Dentist can reduce fee schedule in real-time using the HealthSouk system at his/her own discretion and liability. A. Under no circumstances shall Participating Dentist bill Covered Persons for the balance, if any, between Participating Dentist’s usual charges and the Reimbursement Amount. In the event that the Reimbursement Amount is found to be greater than the pre-negotiated or estimated amount Covered Person has the option of not moving forward with treatment. Any non-rendered services are not billable to the Covered Person, but if Covered Person chooses to proceed with treatment still, the difference between the actual amount due minus the reimbursement amount will be paid in person directly to the provider. The provider would adjust that amount in the Healthsouk.com invoice and the balance would subsequently be released by Healthsouk after treatment or after default amount of time set by Healthsouk system to release funds not disputed by the patient. In the event the amount due is less than the pre-negotiated amount that amount is subtracted from the total amount of the patient’s funds to be released by Healthsouk’s system after treatment has been completed. The remainder amount is then returned back to the patient as credit. B. Covered Persons are responsible for all Dental Services that are not covered under their Dental Benefit Plan; Covered Persons are also responsible for all deductibles, co-payments and coinsurance amounts required under the Dental Benefit Plan or partner plans. Participating Dentist agrees to charge and collect any applicable co-payments, coinsurance and/or deductible amounts required under the Dental Benefit Plan via HealthSouk’s online credit card payment system before service is rendered. Participating Dentist further agrees that any deductibles, coinsurance and/or co-payments shall be calculated based on the Reimbursement Amount. Failure to collect co-payment, coinsurance or deductible at or before time of service from Covered Person can be cause to withhold any reimbursement amount to Participating Dentist until payment from Covered Person is collected. Participating Partner agrees that HealthSouk has the ability to lease its Participating Dentist network to other Dental Benefit Plans which may be able to use HealthSouk’s system to negotiate discounted or even higher rates than it has itself actually negotiated rate with that same provider in real-time. Any fee collected by Healthsouk for this service by third party Dental Benefit Plan is solely owned and due to HealthSouk only and not subject to be shared or split. C. Participating Dentist shall submit bills to HealthSouk within ninety (90) days or as set forth in applicable law, whichever is less, of the date of service using online platform portal. Participating Dentist shall not backdate claims or services since provider contract is available for signature electronically in real-time. Participating Dentist shall not separately bill Covered Persons for purposes of additional payments with respect to Dental Services other than for copayments, coinsurance, or deductibles in accordance with the Covered Person’s contract. Participating Dentist agrees that failure to submit claims in accordance with the requirements herein may result in the denial of such claims. Participating Dentist has until the later of (i) one (1) year from the date that the Dental Service was rendered, or (ii) such other period as set forth in applicable international, state or federal law, to appeal a payment made by Health Plan. After such period, no further adjustments to payments shall be made. The appeal must be made in writing to Health Plan. In the case Covered Person makes an appeal of a claim filed, Participating Dentist agrees that appeal decision is final after it is decided by Health Plan. Participating Dentist agrees to return any received monies within 14 days to Health Plan, and further agrees that Participating Dentist can withhold due amount from future payments if necessary. D. HealthSouk will process and pay or deny claims (funds placed into a patient’s account for release to a provider) for Dental Services within thirty (30) calendar days of receipt of such claims in accordance with the Agreement. Participating Dentist agrees to prompt submission of information for claims payment. E. Participating Dentist agrees to obtain and maintain in full force and effect professional liability insurance for itself and each Dentist providing Dental Services hereunder, at its sole cost and expense, in coverage amounts of not less than $200,000 per occurrence and $600,000 annual aggregate, or such higher amounts as may be required under applicable law. Participating Dentist shall maintain general and premises liability insurance, insuring against personal injury and death, workers' compensation, fire and casualty insurance and all other policies of insurance required by international, federal, state and local law or ordinance. Upon request, Participating Dentist shall provide to HealthSouk, a "Certificate of Insurance" evidencing such coverage and all renewals thereof and shall notify HealthSouk within ten (10) days of receipt of notice of the revocation, cancellation, amendment or modification of any such policies. Participating Dentist shall notify HealthSouk in writing within forty-eight (48) hours of the receipt of verbal or written notice of a threatened or asserted claim, demand, action or complaint alleging medical malpractice, change in medical condition or ability to practice, or the initiation of an investigation or inquiry with respect to a violation of any law, regulation, rule or administrative guideline pertaining to Participating Dentist. F. Participating Dentist shall permit anonymous, unannounced or announced inspection, evaluation and clinical or non-clinical audit directly by HealthSouk, OIR, the Department of Health and Human Services (DHHS), the Comptroller General, the Office of the Inspector General, the General Accounting Office, CMS and/or their designees, and as the Secretary of the DHHS may deem necessary to enforce any applicable Medicare Contract, Medicaid Contract, physical facilities and equipment and any pertinent information including books, contracts (including any agreements between Participating Dentist and its employees, contractors and/or subcontractors providing services related to the Agreement), documents, papers, medical records, patient care documentation and other records and information involving or relating to the provision of services under the Agreement, and any additional relevant information that HealthSouk may require (collectively, “Books and Records"). All Books and Records shall be maintained in an accurate and timely manner and shall be made available for such inspection, evaluation or audit for a time period of not less than ten (10) years, or such longer period of time as may be required by law, from the end of the calendar year in which expiration or termination of this Agreement occurs or from completion of any audit or investigation, whichever is greater, unless CMS, an authorized federal agency, or such agency’s designee, determines there is a special need to retain records for a longer period of time, which may include but not be limited to: (i) up to an additional six (6) years from the date of final resolution of a dispute, allegation of fraud or similar fault; or (ii) completion of any audit should that date be later than the time frame(s) indicated above; (iii) if HealthSouk determines that there is a reasonable possibility of fraud or similar fault, in which case HealthSouk may inspect, evaluate, and audit Books and Records at anytime; or (iv) such greater period of time as provided for by law. Participating Dentist shall cooperate and assist with and provide such Books and Records to HealthSouk or its designee for purposes of the above inspections, evaluations, and/or audits, as requested by HealthSouk or its designee and shall also ensure accuracy and timely access for Covered Persons to their medical, health and enrollment information and records. Participating Dentist agrees and shall require its employees, contractors and/or subcontractors and those individuals or entities performing administrative services for or on behalf of Participating Dentist and/or any of the above referenced individuals or entities: (i) to provide HealthSouk with timely access to records, information and data necessary to meets its obligations under its Medicare Contract(s) or Medicaid Contract(s); and/or (2) HealthSouk to administer and evaluate the MA program; and (ii) to submit all reports and clinical information required by the Health Plan(s) under the Medicare Contract or Medicaid Contract. Participating Dentists agrees to permit any international, federal or state agency having jurisdiction over HealthSouk’s and/or Participating Dentist's provision of services and/or any accrediting organization to conduct periodic site evaluations of Participating Dentist's facilities, offices and records. Upon HealthSouk’s written request, Participating Dentist shall provide a copy of the written response to any questions or comments posed by the agencies listed in the preceding sentence. G. Notwithstanding anything to the contrary in the Agreement, Participating Dentist agrees that HealthSouk may audit Participating Dentist's records for payment and claims review purposes. HealthSouk shall not be required to reimburse Participating Dentist for expenses related to providing copies of patient records or documents to any international, local, State or Federal agency or Health Plan (i) pursuant to a request from any local, international, State or Federal agency (including, without limitation, the Centers for Medicare and Medicaid (“CMS") or such agencies’ subcontractors; (ii) pursuant to administration of Health Plans’ quality improvement, utilization review, and risk management programs; (iii) in order to assist Health Plans in making a determination regarding whether a service is a covered service for which payment is due under a Dental Benefit Plan; or (iv) as otherwise may be required for Health Plans to meet their obligations. To the extent permissible under applicable international, federal or state law, a Participating Dentist may require a Covered Person reimburse the Participating Dentist for expenses related to providing copies of patient records to a Covered Person for transfer to another provider. H. Except as provided herein, neither Participating Dentist nor HealthSouk may use the other party’s symbols, trademarks or service marks in advertising or promotional materials or otherwise without the prior written consent of that party. The Participating Dentist agrees to have his or her name, specialty, office address, office telephone number and office hours listed in the HealthSouk dental directory of contracted dentists. I. Participating Dentist agrees that when HealthSouk contracts with other entities for use of Participating Dentist's services under this Agreement, Participating Dentist will provide services to Covered Persons in accordance with the terms of this Agreement. In all events, however, Participating Dentist shall look for payment only to the particular Health Plan that covers the particular services for which Participating Dentist seeks to be compensated (except for applicable deductibles, co-payments or other obligations of Covered Persons). J. Participating Dentist shall comply with HealthSouk’s credentialing and re-credentialing procedures and Health Plans’ quality improvement, utilization review, peer review, grievance and appeal, and coordination of benefit procedures, and any other reasonable policies that Health Plans may implement. K. The parties agree to keep the confidential and proprietary information or trade secrets of each other in trust and confidence and agree that such information shall be used for the purposes contemplated in this Agreement. Without limiting the generality of the foregoing, it is agreed that all compensation arrangements between the parties and the identities of Covered Persons shall specifically be considered proprietary and confidential. For group plans for which HealthSouk is providing administrative services, in the event of a failure to fund submitted claims by a self-funded group plan sponsor, HealthSouk shall notify Participating Dentist of such failure to fund in writing in a timely manner and shall have no further responsibility therefore. L. Participating Dentist agrees to cooperate with HealthSouk and/or Covered Persons in resolving billing or grievance disputes. Participating Dentists will contact the Dental Benefit Plan directly for eligibility verification and benefit breakdown prior to treatment online. Term and Termination The term of this Agreement shall begin on the Effective Date listed on the signature page of this Agreement and shall continue in effect until terminated by either party pursuant to the terms of this Agreement. This Agreement may be terminated (i) without cause by either party by giving the other party (30) thirty days prior written notice delivered by certified mail, fax, or email using latest version of HealthSouk provider cancelation form. In addition this agreement will be terminated (ii) immediately by HealthSouk if Participating Dentist's license(s) is/are revoked, suspended or restricted or if his or her professional liability insurance is terminated or restricted, or (iii) immediately by HealthSouk upon the death or disability of participating dentists. Nonpayment for goods or services shall not affect Participating Dentist’s obligation to provide thirty (30) day notice of intent to terminate this Agreement or Participating Dentist's obligation to render Dental Services until the termination date, and to complete all work in progress. If this Agreement is terminated, each party shall remain liable for any obligations or liabilities arising from activities carried on by it hereunder prior to termination. Participating Dentist agrees that except in instances of immediate termination by HealthSouk or Health Plan for reasons related to professional competency or conduct and upon expiration or termination of the Agreement, Participating Dentist will continue to provide Dental Services to Covered Persons as indicated below and to cooperate with HealthSouk or Health Plan to transition Covered Persons to other Participating Dentists in a manner that ensures medically appropriate continuity of care. In accordance with the requirements of any applicable Medicare Contract, HealthSouk’s or Health Plan’s accrediting bodies and applicable law and regulation, Participating Dentist will continue to provide Dental Services to Covered Persons after the expiration or termination of the Agreement, whether by virtue of insolvency or cessation of operations of HealthSouk or Health Plan, or otherwise: (i) for those Covered Persons who are confined in an inpatient facility on the date of termination until discharge; (ii) for all Covered Persons through the date of the applicable Medicare Contract for which payments have been made by CMS to Health Plans; (iii) for those Covered Persons undergoing active treatment of chronic or acute medical conditions as of the date of expiration or termination through their current course of active treatment not to exceed ninety (90) days unless otherwise required by item (ii) above; and (iv) for all other courses of treatment of Covered Persons that began prior to expiration or termination of this Agreement until such treatment is completed. Dispute Resolution HealthSouk and Participating Dentist agree to meet and confer in good faith to resolve any problems or disputes that may arise. In the event that any problem or dispute arising under this Agreement and/or concerning the terms of this Agreement is not satisfactorily resolved, HealthSouk and Participating Dentist will arbitrate such problem or dispute. Such arbitration shall be initiated by either party making a written demand for arbitration to the other party. The arbitration will be conducted by the American Arbitration Association under the Commercial Rules of the American Arbitration Association, unless otherwise mutually agreed in writing by HealthSouk and Participating Dentist. In the event that it is mutually agreeable by both parties, a third party dentist panel of three dentists who are not Participating Dentists can choose to arbitrate the dispute as well, but only if mutually agreeable by both parties. Participating Dentist and HealthSouk agree that the arbitration results shall be binding on both parties in any subsequent litigation or dispute. Miscellaneous Participating Dentist shall be solely responsible to Covered Persons for the method or means by which Participating Dentist renders dental treatment or service to Covered Persons. Participating Dentist shall be solely responsible for any acts or omissions relating to the diagnosis and treatment of Covered Persons. Nothing herein shall be construed as granting HealthSouk the right to engage in the practice of dentistry. The parties are independent contractors, and nothing in this Agreement is intended to create nor shall it be construed to create any employment, agency, joint venture or partnership relationship between the parties. HealthSouk shall have no dominion or control over Participating Dentist, the dentist-patient relationship, Participating Dentist's personnel or facilities, or Participating Dentist's services. HealthSouk and Participating Dentist hereby acknowledge and agree that Health Plans shall oversee the provision of Dental Services by Participating Dentist and shall be accountable under any applicable Medicare Contract for Dental Services provided to Covered Persons under the Agreement regardless of the provisions of the Agreement or any delegation of administrative activities or functions to Participating Dentist under the Agreement. The parties agree: (i) that nothing contained in the Agreement nor any payment made by HealthSouk or Health Plan to Participating Dentist is a financial incentive or inducement to reduce, limit or withhold Medically Necessary services to Covered Persons; and (ii) that any incentive plans between HealthSouk or Health Plan and Participating Dentist and/or between Participating Dentist and its employed or contracted physicians and other health care practitioners and/or Participating Dentists shall be in compliance with applicable international, state and federal laws, rules and regulations and in accordance with the Medicare Contract or Medicaid Contract. Upon request, Participating Dentist agrees to disclose to HealthSouk or Health Plan the terms and conditions of any “physician incentive plan" as defined by CMS and/or any international, state or federal law, rule or regulation. Participating Dentist agrees not to reduce procedure fees in such a way that creates a violation of CMS, Medicare, Medicaid or other Federal Program, which provisions that fees may not be reduced below government stipulated fees. Participating Dentist agrees to accept full liability, responsibility and holds Health Plan harmless in the event it reduces its fees in a manner that violates any government program, international, state or federal law, rule or regulation. If Participating Dentist is not an individual but rather is a professional association, limited liability company, corporation or other entity whose staff of dental health care professionals consists wholly or partially of employees or independent contractors, Participating Dentist represents, warrants and covenants that it has the unqualified authority to bind all such employees or contractors to the terms of this Agreement. HealthSouk and/or Health Plans reserve the right to limit practice of one or more individuals in the Participating Dentist’s group that are found to be in breach of the terms of this Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit or successors and assigns of the parties. HealthSouk may assign, convey or transfer this Agreement to any of its subsidiaries or affiliates without the approval of Participating Dentist, except in Illinois. In Illinois, HealthSouk will not subcontract, assign, convey or transfer HealthSouk's rights or duties under this Agreement without the prior written consent of Participating Dentist. Participating Dentist will not subcontract, assign, convey or transfer his or her rights or duties under this Agreement, in whole or in part, without the prior written consent of HealthSouk. If any portion of this Agreement is found to be void or illegal, the validity or enforceability of any other portion shall not be affected. This Agreement shall be governed by the laws of the State of California. No waiver or any breach, privilege or provision hereunder shall be construed as a waiver of any other breach hereunder. Any notice, with the exception of a provider termination notification, shall be in writing and sent by mail or fax to the first address listed on the Participating Dentist's agreement. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof. This Agreement may be amended at any time during its term upon thirty- (30) days' prior written notice to Participating Dentist from HealthSouk or via an email sent to the Participating Dentist from HealthSouk. HealthSouk is not responsible if email does not reach intended recipient or recipient (Participating Dentist) fails to check email in a timely fashion. In the event that an amendment to the contract is made ad Participating Dentist does not respond within 30 days prior written notice, the parties agree that it will be deemed that Participating Dentist has accepted the revised agreement in its entirety. Participating Dentist shall arrange for emergency call coverage on his office phone via voice mail, answering service/machine after hours or arrange for on call coverage during after hours to accommodate emergency patients and shall check this service periodically when office is closed to ensure emergencies are handled or directed in a timely manner. Hold Harmless Participating Dentist hereby agrees: (i) that in no event, including, but not limited to, nonpayment by a Health Plan, or a Health Plan insolvency, shall Participating Dentist bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a Covered Person or persons other than Health Plan for Dental Services covered under a Dental Benefit Plan. This Section does not prohibit Participating Dentist from collecting copayments, coinsurance, or deductibles in accordance with the Covered Persons’ contract. This Section shall survive termination of the Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of the Covered Person. This Section supersedes any oral or written contrary agreement now existing or hereafter entered into between Participating Dentist and a Covered Person or a person acting on Covered Person’s behalf. Participating Dentist shall indemnify and hold harmless HealthSouk, its director, officers, employees, subsidiaries, affiliates and Groups, Covered Persons enrolled in Health Plans and the Governmental Agencies from and against any and all liabilities, demands, claims, suits, losses, damages, fines, judgments, costs, expenses and causes of action, including costs and reasonable attorneys' fees at all levels, arising out of or by reason of any damage or injury to persons or property suffered, or claimed to have been suffered, by any negligent act or omissions of Participating Dentist, its directors, officers, agents and employees. HealthSouk shall indemnify and hold Participating Dentist, its directors, officers, and employees, Governmental Agencies and Covered Persons harmless from and against any and all liabilities, claims, suits, losses, damages, fines judgments, costs, expenses, and causes of action, including costs and reasonable attorney's fees at all levels, arising out of or by reason of any damage or injury to persons or property suffered, or claimed to have been suffered, by any grossly negligent act or omission of HealthSouk, its directors, officers and employees. Participating Dentist shall make all reasonable efforts, consistent with advice of counsel and requirements of applicable insurance policies and carriers, to coordinate the defense of all claims in which HealthSouk or HealthPlan are either named as a defendant or may be named. The obligations, duties and responsibilities of this Paragraph shall survive the termination or expiration of this Agreement. Group Practices If a group practice (“Group Practice") is a party to this Agreement: The Group Practice assumes all the duties, obligations and responsibilities of Participating Dentist as described above. The Group Practice shall require each Participating Dentist to comply with all duties, obligations and responsibilities of a Participating Dentist under this Agreement. Large group practices that represent a large portion of any area agree not to purposefully price fix or drastically reduce rates for the sole purpose of outbidding or overtaking local competitors. All payments for Dental Services provided to Covered Persons treated at the Group Practice shall be paid to the Group Practice. HealthSouk shall have no responsibility to any person associated with the Group Practice beyond paying the Group Practice the compensation provided by this Agreement. HealthSouk Corporation Terms of Use PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY HEALTHSOUK, INC.. BY VISITING THE WEBSITES OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF COMPANY& ITS SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. 1. ACCESS TO THE SERVICES The www.healthsouk.com website and domain name and all other websites and domain names affiliated with Company, and any other linked pages, features, content, or application services offered from time to time by Company in connection therewith. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services, as described more fully on the Website, and which are selected by you through the process provided on the Website (together with the Website, & Services), solely for your own use, and not for the use or benefit of any third party. The term & services; shall include, without limitation, any service Company performs for you and the Content (as defined below) offered by Company on the Website. Company may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. You represent and warrant to Company that: (i) you are an individual or can act, represent and speak for a business or corporation and you are of legal age to form a binding contract; (ii) all registration information you submit is accurate and truthful; (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions; and (iv) you will not retain, remit or reuse any of the pricing information listed on this website. You agree that you are not affiliated with or linked with an insurance or other indemnity corporation or benefits company and agree not to use any of the doctor’s fees for research, competitive analysis or other reason. You understand that all providers’ fee schedules, contracts, goodwill and other items are the full copyrighted property of HealthSouk Inc and it’s respective owners and cannot be used for any use other than negotiating doctor-patient fees. NO DOCTOR-PATIENT RELATIONSHIP and NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOCATING A DOCTOR, LINKS TO OTHER SITES OR ANY ASSISTANCE COMPANY MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE PHYSICIAN, MEDICAL PROFESSIONAL OR SPECIALIST (EACH, A 'PROVIDER') IN ANY FIELD. COMPANY MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OR OTHER INFORMATION HEREIN. COMPANY DOES NOT IN ANY WAY ENDORSE ANY PROVIDER ON THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH INFORMATION. We have no control over, and cannot guarantee the availability of any Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Services whatsoever. You are responsible for performing your own investigation prior to selecting a Provider to verify listed credentials and education, and to further verify information about a Provider by confirming with the doctor's office, your current physician, the medical association relative to the doctor's specialty, procedural competence and your state or country medical board. FEES AND SERVICES: A Provider may quote you prices for certain procedures. This price represents a pre-negotiated price for a consultation and possible procedure prices. Company shall in no event be liable to you or to anyone for any decision made or action taken by you in the reliance on information provided on the Website or through your use of the Services. It is your responsibility to confirm the price and availability of a procedure prior to scheduling your appointment. Providers agree not to knowingly offer the same discount to a patient who tries to sidestep or book an appointment for a procedure at a price that was first discovered by the patient on Healthsouk.com or its partner web sites. Provider acknowledges that the HealthSouk service is a useful service and if patients were to continually sidestep the online service it would make Company’s service unviable long-term. Therefore, if Providers knowingly sidestep the HealthSouk online or mobile system to make bookings for patients in order to save the patient on any booking fees or service fees, Provider agrees that his/her contract with Company can be terminated at any time by HealthSouk at its sole discretion and Provider can be banned or suspended from the system. If you are an employee of a company by joining HealthSouk as part of an employer account you agree that you have the ability to bind the company. Employers who pay a fee for the HealthSouk dental plan will do so on a per patient basis. This fee is for setup fee payable for Healthsouk consulting services of accounts for employees and not for access or for the dental plan. This fee is refundable only to the extent is required by law. However, in no circumstance can the fee paid by an employer on behalf of an employee be construed as paying a periodic or other fee for access to a dental program. In the case where an employer funds an employee account, that fee is solely for usage of our technology platform to find and acquire health-related services and for the booking of appointments and procedures. The dental program itself and access to it is offered without a fee for the purposes of contractual agreement. If an employer decides to terminate with HealthSouk, employer account must give notice via writing to HealthSouk at the address listed within the file. Payment to the doctor will be made in doctor’s local currency and currency exchange rates for booking fees will be based on the purchase date’s European Bank daily exchange rates or other standard exchange rate. In certain instances, a Provider may wish to provide in-house financing for certain procedures listed on our Web site. Company charges fees for certain types of the Services. When you use a Service that has a fee, you will have an opportunity to review all information before accepting the fees that you will be charged for. Occasionally, we may choose to temporarily change the fees or remove the fees for our services for both listed and unlisted promotional events (for example, free listing days or months) or new services, and such changes are effective when we post the temporary promotional event or new service on the Website. We shall not be responsible or liable for mistakes in prices listed by a Provider (i.e price was erroneously listed at $1 instead of $100) or system malfunctions where a procedure price was listed lower or higher than entered. In this situation you as Provider, agree that the negotiated price is null and void and cannot be used as the basis for entering a contractual obligation unless both parties freely agree so. You as a Provider, agree that a pre-negotiated price does allow for the patient not to have to pay any extra fees for the particular services that were pre-negotiated as part of a Services. The Provider has a right to discontinue offering a particular pre-negotiated price if Patient does not exercise or attempt to contact the Provider within a reasonable time after successfully negotiating the procedure using the Services. This time length is specified on each processed transaction on HealthSouk. You, if you are a Provider, shall be responsible for, and make good-faith efforts to treat, patients who purchase treatments that you advertise through the Services. For example, if a Provider drops their prices by changing their price schedule to a Free (Sale) or Not Busy (Super Sale) price schedule and it results in an overwhelming large number of patients who purchase the treatments, Provider must make good effort to provide the treatment to all the Patients in the order purchased. If Provider cannot offer services at specified times, Provider at his/her sole discretion has the ability but not the obligation to issue rainchecks for this procedure at a future time. Unless otherwise stated, all charges and fees are quoted in U.S. Dollars. ADDITIONAL TERMS Certain Services may have additional terms (such as policies, guidelines, and rules) that will further govern your use of that particular Service and supplement these Terms of Use. If you choose to register for or access any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules. A Provider agrees to indemnify HealthSouk from all claims related to violation of any contracts it may have with private and public payor systems who mandate it must not provide services below that system's fee schedule to other patients. If you are CMS, Medicare, Medicaid or other private party provider, you should consult with your legal department to ensure you are not violating any Medicare/Medicaid contractual obligations and/or policy by setting your prices for Company patients outside maximum reimbursable ranges or rates. Company shall have no liability with your failure to comply with any of such obligations or any other contractual obligations in connection with your use of the Services. WEBSITE CONTENT The Website and its contents are intended solely for the personal, non-commercial use of Website customers and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the 'Content')) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 2), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You may download or copy the Content (and other items displayed on the Website for download) for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than personal, noncommercial use is expressly prohibited without prior written permission from Company or from the copyright holder identified in such Content's copyright notice. You shall not link to the Website without Company's prior written consent. In the course of using the Services, you and other users may provide information which may be used by Company in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Website or otherwise providing content, materials or information to Company or in connection with the Services (collectively, 'User Submissions'), Company hereby is and shall be granted a non-exclusive, worldwide, royalty free, perpetual, irrevocable, and transferable right to fully exploit such User Submissions (including all related intellectual property rights) and to allow others to do so; however, Company will only share your personally identifiable information in accordance with Company's current Privacy Policy. You also hereby do and shall grant each user of the Services a non-exclusive license to access your User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Services and under this Agreement. Furthermore, you understand that Company retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content. You understand that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. Physician and practice information found on the Services is intended for general reference purposes only. Physician and other health provider information found on the Services is both self-reported, by the physician and/or office staff, and collected from multiple other data sources that may not be confirmed by the physician, Provider or Company. Such information often changes frequently and may become out of date or inaccurate. Neither Company nor the Services provide any advice or qualification certification about any particular physician or provider. Company's relationship with sponsors or physicians is based on criteria established by the Company, but is intended for evaluation purposes only and may not be based on fact. The procedures, products, services and devices discussed and/or advertised within the Services are not applicable to all individuals, patients or all clinical situations. Company makes no claims as to the effectiveness of any such procedures, products, services and devices. Any products and/or services represented on the Services by advertisers, sponsors, and other participants, either paid or unpaid, are presented for your awareness and do not represent or imply appropriateness for any particular individual or prediction of effectiveness, outcome or success. We cannot monitor and verify the integrity of the postings, reviews, questions and answers in our Questions and Answers or Procedure Reviews section. You agree to use at your own risk and will verify the information on this site independently. YOUR WARRANTY- You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Company; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein. If you are a Provider, you represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable law and fulfill your obligations in accordance with these Terms and in accordance with your use of the Services. Upon Company's request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that Company will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or your use of the Services. In addition, you shall notify HealthSouk within 30 days if there is any incident that impacts your dental license, certificates or ability to practice. RESTRICTIONS - You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Company user. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or 'spam' on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to 'crawl' or 'spider' any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services. WARRANTY DISCLAIMER Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you accesses via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. THE SERVICES, CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN 'AS IS' BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. MEDICAL ADVICE PROVIDED ON THE WEBSITE AND THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTH CARE PROFESSIONAL BECAUSE OF ANY CONTENT. DO NOT USE THE SITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY WITHIN THE UNITED STATES CALL 9-1-1, OR IF OUTSIDE THE UNITED STATES, THE APPROPRIATE NUMBER OF YOUR EMERGENCY SERVICE. YOUR USE OF CONTENT PROVIDED ON THE WEBSITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE WEBSITE OR AVAILABLE THROUGH ANY OF THE SITE'S SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY APPEAR ON THE WEBSITE. IF YOU RELY ON ANY OF THE INFORMATION PROVIDED BY THE SITE, YOU DO SO SOLELY AT YOUR OWN RISK. PRIVACY POLICY For information regarding Company's treatment of personally identifiable information, please review Company's current Privacy Policy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Company's Privacy Policy. REGISTRATION AND SECURITY As a condition to using some aspects of the Services, you may be required to register and select a password and user name ('User ID'). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Company User ID a name of another person with the intent to impersonate that person; or (ii) use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization. Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password. In order to register, you may be required to provide certain personal and medical information about yourself. This includes, but is not limited to information pertaining to your medical history and medical conditions. At its discretion, Company may take certain information provided by you as an indication of risk with respect to some procedures, which may restrict the number of procedures you are allowed to view and bid upon while using the Services. To help ensure that limitations on your access to procedures on the Services are minimized as much as possible, the following points are required by all users of the Services at all times and will be duly enforced by Company: When uploading a consult, the consult must be signed by the patient, and be printed from a registered EMR computer system; Each user's data and consultation be signed by a Provider or verified as authentic. Company may require that general releases of liability signed by both the Provider and you be on file which can be agreed to electronically INDEMNITY You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity. LIMITATION OF LIABILITY IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF FEES PAID BY YOU THEREFOR OR $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL. SOME COUNTRIES OR STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. FEES AND PAYMENT - Company reserves the right to collect the entire fee upfront, In addition, you agree to reduce the online fee if the actual fee charges were less than quoted, and increase the online fee if what was charged was more than quoted require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Company reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. THIRD PARTY WEBSITES - The Services may contain links to third party websites that are not owned or controlled by Company, or the Services may be accessible by logging in through a third party website or service; for example, you may access the Services through Facebook by using its 'Facebook Connect' functionality. When you access third party websites, you do so at your own risk. You hereby represent and warrant that you have read and agreed to be bound by all applicable policies of any third party websites or services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites. In addition, Company will not and cannot monitor, verify, censor or edit the content of any third party site. By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any third party website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings whatsoever. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: 'A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor. TERMINATION - This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services or your membership at any time by following the instructions on the Website. Company may terminate your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Company may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. MISCELLANEOUS - The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including 'line-noise' interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ('JAMS') then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. COPYRIGHT DISPUTE POLICY - Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Company's Designated Agent to Receive Notification of Claimed Infringement ('Designated Agent') is listed at the end of this Section. It is Company's policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders. Procedure for Reporting Copyright Infringements: If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below: A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed; Identification of works or materials being infringed; Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence; Contact information about the notifier including address, telephone number and, if available, email address; A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent: It is Company's policy: to remove or disable access to the infringing material; to notify the content provider, member or user that it has removed or disabled access to the material; and that repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider's, member's or user's access to the Services. Procedure to Supply a Counter-Notice to the Designated Agent: If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below: A physical or electronic signature of the content provider, member or user; 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 disabled; A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and Content provider's, member's or user's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or, if the content provider's, member's or user's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion. Please contact Company's Designated Agent to Receive Notification of Claimed Infringement at the following address: Designated Agent to Receive Notification of Claimed Infringement: Neilesh Patel - HealthSouk HealthSouk Inc. 809B Cuesta Drive #141, Mountain View, CA 94040 Phone Number is 310-928-3611 Fax: 650-887-2533 administrator@healthsouk.com APPLE DEVICE AND APPLICATION TERMS In the event you are using the Services in connection with a device provided by Apple, Inc. ('Apple') or a Company application obtained through the Apple App Store (collectively, such uses are henceforth the 'Application'), the following shall apply: You acknowledge and agree that this Agreement is concluded between you and the Company only, and not with Apple, and that Apple is not responsible for the Application or the Content; The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Services; You will only use the Application in connection with an Apple device that you own or control; You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application; You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application; You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a 'terrorist supporting' country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; You acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; You acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary thereof. DISCLOSURES For Florida residents purchasing services where the Provider is a healthcare provider: The patient and any other person responsible for payment has a right to refuse to pay, cancel payment or be reimbursed for payment for any service, examination or treatment that is performed as a result of and within 72 hours of responding to the advertisement for the free, discounted fee or reduced fee service, examination or treatment. All contracts entered into using the Services are void where prohibited or against applicable law. The DISCOUNT PLAN IS NOT INSURANCE. THIS IS NOT A MEDICARE PRESCRIPTION DRUG PLAN. This plan does not meet the minimum creditable coverage requirements under M.G.L. c. 111M and 956 CMR 5.00. The plan provides discounts at certain health care providers for medical services. The range of discounts will vary depending on the type of provider and service and the amount of discount is indicated at purchase time. You may access a list of participating health care providers at this website. Upon request the plan will make available a written list of participating health care providers. The program and its administrators have no liability for providing or guaranteeing service by providers or the quality of service rendered by providers. CONTACT. If you have any questions, complaints, or claims with respect to the Services, you may contact us at (310) 928-3611 and/or administrator@healthsouk.com In accordance with Cal. Civ. Code '1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at HealthSouk Inc., 809B Cuesta Drive #141, Mountain View, CA 94040, or by telephone at (310) 928-3611 | administrator@healthsouk.com. Privacy Policy We at Healthsouk.com ("Healthsouk", "we," "us," "our") know that our users ("you," "your") care about how your personal information is used and shared, and we take your privacy seriously. Please read the following to learn more about our Privacy Policy. By visiting or using the www.healthsouk.com website and domain name, and any other linked pages, features, content, or any other services we offer from time to time by in connection therewith (collectively, the "Website"), you acknowledge that you accept the practices and policies outlined in this Privacy Policy, and you hereby consent that we will collect, use, and share your information in the following ways. I. WHAT DOES THIS PRIVACY POLICY COVER? This Privacy Policy covers our treatment of personally identifiable information ("Personal Information") that we gather when you are accessing or using our Website. This policy does not apply to the practices of companies that we do not own or control, or to individuals that we do not employ or manage. Company does not knowingly collect or solicit Personal Information from anyone under the age of 18 or knowingly allow such persons to register. If you are under 18, please do not attempt to register for the Website or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 may provide any personal information to Company or on the Website. In the event that we learn that we have collected personal information from a child under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 18, please contact us at administrator@healthsouk.com. II. WHAT INFORMATION DOES HEALTHSOUK COLLECT? We gather various types of Personal Information from our users, as explained more fully below. We may use this Personal Information to personalize and improve our services, to allow our users to set up a user account and profile, to contact users, to fulfill your requests for certain products and services, to analyze how users utilize the Website, and as otherwise set forth in this Privacy Policy. We may share certain types of Personal Information with third parties (as set forth in this Section and in Section III below). We collect the following types of information: A. Information You Provide to Us: We receive and store any information you knowingly provide to us. For example, during the registration process, we collect Personal Information such as your name, user name, address, email address, IP address, and browser information. We may collect other Personal Information you provide us through your use of our services, such as professional license numbers, social security numbers, insurance data, medical information (such as previous medical service providers, conditions, and other medical information), financial information (including credit card or bank account numbers), and correspondence with other users through the Website. B. Information Collected Automatically:" Whenever you interact with our Website, we automatically receive and record information on our server logs from your browser including your IP address, "cookie" information, transactional information based on your activities on the Website, and the page you requested. Some of this automatically collected information may or may not be Personal Information, depending on whether it is personally identifiable in nature or not." "Cookies" are identifiers we transfer to your computer through your browser that allow us to recognize your browser and tell us how and when pages in our site are visited and by how many people. You may be able to change the preferences on your browser to prevent or limit your computer's acceptance of cookies, but this may prevent you from taking advantage of our Website’s best features. Our advertising partners may also transmit cookies to your computer, when you click on ads that appear on our site. This Privacy Policy does not cover the use of cookies by any advertisers." When we collect usage information (such as the numbers and frequency of visitors to our site), we only use this data in aggregate form, and not in a manner that would identify you personally. For example, this aggregate data tells us how often customers use parts of the Website, so that we can make the Website appealing to as many customers as possible. We may also provide this aggregate information to our partners, so that they can understand how often people use their services and our Website, so that they, too, can provide you with an optimal online experience. We never disclose aggregate information to a partner in a manner that would identify you personally. C. E-mail and Other Communications: We may contact you, by email or other means; for example, we may send you promotional offers on behalf of other businesses, or communicate with you about your use of the Website. If you do not want to receive email or other mail from us, please indicate your preference by emailing us at administrator@healthsouk.com. Also, we may receive a confirmation when you open an email from us. This confirmation helps us make emails more interesting and improve our service. III. WILL HEALTHSOUK SHARE ANY OF THE INFORMATION IT RECEIVES? We neither rent nor sell your Personal Information to anyone. We share your Personal Information (in personally identifiable form) with third parties only as described below. A. Advertisers - We may allow advertisers to choose the demographic information of users who will see their advertisements and we may provide information we have collected from you to an advertiser in non-personally-identifiable form, in order for that advertiser to select the appropriate audience for its advertisements. For example, we might use the fact you "wrote" about soccer on our white boards to show you ads for soccer equipment, but we do not tell the soccer equipment company who you are. B. Affiliated Businesses - We Do Not Control In certain situations, businesses we’re affiliated with may sell items or provide services to you through the Website (either alone or jointly with us). We may, for example, sell products or provide services jointly with affiliated businesses. You can recognize when an affiliated business is associated with such a transaction or service, and we will share your Personal Information with that affiliated business only to the extent that it is related to such transaction or service. C. Agents - We employ other companies and people to perform tasks on our behalf and need to share your information with them to provide products or services to you. Unless we tell you differently, our agents do not have any right to use the Personal Information we share with them beyond what is necessary to assist us. For example, if you were to engage in a credit card transaction via the Website, we would need to allow a credit card processing company to verify the transaction; however, that company would only be authorized to use your credit card information to the extent we needed their assistance in completing your transaction. D. User Profiles and Submissions - You understand that we cannot control what other users do with any content (including without limitation images, captions, and comments) you voluntarily disclose for such users to view on the Website ("User Submissions"). We cannot control if other users you have allowed access to your User Submissions make such User Submissions publicly available and to be collected and used by others, or to be redistributed through the internet and other media channels. For example, if you post anything on a message board, you understand that information will be available to anyone who has an access code to that board, and we cannot control what other users will do with that information. E. Business Transfers - We may choose to buy or sell assets. In these types of transactions, customer information is typically one of the business assets that is transferred. Also, if we (or substantially all of our assets) are acquired, or if we go out of business or enter bankruptcy, Personal Information would be one of the assets transferred to or acquired by a third party. F. Protection of Healthsouk and Others - We may release Personal Information when we believe in good faith that release is necessary to comply with that law; enforce or apply our conditions of use and other agreements; or protect the rights, property, or safety of Healthsouk, our employees, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. G. With Your Consent Except as set forth above, you will be notified when your Personal Information may be shared with third parties, and will be able to prevent the sharing of this information. IV. IS PERSONAL INFORMATION ABOUT ME SECURE? Your account is protected by a password for your privacy and security. You need to prevent unauthorized access to your account and Personal Information by selecting and protecting your password appropriately and limiting access to your computer and browser by signing off after you have finished accessing your account. We endeavor to protect the privacy of your account, but we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time. The Website may contain links to other sites. We are not responsible for the privacy policies and/or practices on other sites. When following a link to another site you should read that site’s privacy policy. Doctors, dentists, and other providers ("Providers") and their employees, and their agents should be particularly aware of their obligations of patient confidentiality, including without limitation their obligations under the Health Insurance Portability and Accountability Act ("HIPAA"), both in communicating with HealthSouk and in responding to a review of their services posted on the Website. HealthSouk has no obligations of confidentiality with respect to any communications other than those expressly stated in this Privacy Policy and HealthSouk’s Terms of Use, and it the responsibility of the Provider to ensure compliance with HIPAA and all applicable laws. HealthSouk is not liable in the event of patient medical records being accidentally disclosed. V. WHAT PERSONAL INFORMATION CAN I ACCESS? Through your account settings, you may access and, in some cases, change or delete the following information you’ve provided to us: "Username and password, Email Address, User profile information." The information you can view and update through your account may change as the Website changes. If you have any questions about viewing or updating information we have on file about you, please contact us at 650-468-3631 and/or administrator@healthsouk.com. VI. “WHAT CHOICES DO I HAVE?" You can always opt not to disclose information to use, but keep in mind some information may be needed to take advantage of some of our special features. You may be able to add or update certain information as explained in Section V above. When you update information, however, we may maintain a copy of the unrevised information in our records. You may request deletion of your account by sending an e-mail to administrator@healthsouk.com. Please note that some information may remain in our private records after deletion of your account. We may use any aggregated data derived from or incorporating your personal information after you delete your account. If you do not wish to receive email or other mail from us, contact us at administrator@healthsouk.com. Please note that if you do not want to receive legal notices from us, such as this Privacy Policy, those legal notices will still govern your use of the Website, and you are responsible for reviewing such legal notices for changes. VII. CHANGES TO THIS PRIVACY POLICY We may amend this Privacy Policy from time to time. Use of information we collect now is subject to the Privacy Policy in effect at the time such information is used. If we make changes in the way we use Personal Information, we will notify you by posting an announcement on our Website or sending you an email. You are bound by any changes to the Privacy Policy when you use the Website after such changes have been first posted. VIII. QUESTIONS OR CONCERNS. If you have any questions or concerns regarding our privacy policies, please send us a detailed message to administrator@healthsouk.com. You may also call us at (310) 928-3611, or write us for any legal correspondence at: HealthSouk, Inc.809B Cuesta Drive Ste. 141Mountain View, CA 94040. We will make every effort to resolve your concerns.

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