PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE DESCRIBED BELOW OR CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE, YOU ARE AGREEING TO BE BOUND BY THESE PATIENT PORTAL TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE PATIENT PORTAL TERMS OF SERVICE, DO NOT ACCESS OR USE THE SERVICE.
These Patient Portal Terms of Service (Terms) are between Tebra Technologies, Inc. (Tebra), and the user agreeing to these Terms (User).

These Terms provide User access to and use of the Tebra Patient Portal service, as requested by a customer of Tebra (Service).

1. Restrictions and Responsibilities. User may not:
   • (i) sell, resell, rent or lease the Service, use the Service beyond their personal use or reverse engineer the Service;
   • (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights);
   • (iii) interfere with or disrupt the integrity or performance of the Service;
   • (iv) attempt to gain unauthorized access to the Service or its related systems or networks;
   • (v) remove or modify any proprietary marking or restrictive legends in the Service;
   • (vi) use the Service in violation of any law’;
   • (vii) access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes.
2. User Information. All data, information, images and files entered or uploaded by User to the Service remains the sole property of User, as between Tebra and User (User Information), subject to the other terms of this agreement. User grants Tebra a non-exclusive, royalty-free license to modify, store, transmit and otherwise use the User Information for purposes of Tebra performing under these Terms. User is solely responsible for User Information, must use commercially reasonable efforts to prevent unauthorized access to the Service, must notify Tebra promptly of any such unauthorized access, and may use the Service only in accordance with its user guide and applicable law.
3. Accuracy of Information Provided by User. User represents and warrants to Tebra that all User Information provided under User’s account, by User or on their behalf, are true, correct and accurate (if User learns that any information provided to Tebra as part of the Service is not true, correct or accurate, User must immediately notify Tebra in writing of this fact, and provide the true, correct and accurate information). Tebra relies on User representations regarding the truth, accuracy and compliance with laws regarding User Information.
4. Use of the Services by and on behalf of Minors. User is not eligible to use the Service unless they are at least 18 years old and otherwise have the legal capacity to enter into a binding contract in their jurisdiction.
   • If User is an unemancipated minor over the age of 13, User may only use the Service if: (i) such use has been approved of by User’s parent or legal guardian, (ii) User uses the Service under their supervision, and (iii) User’s parent or legal guardian has agreed to these Terms on User’s behalf.
   • If User is the parent or guardian of an unemancipated minor, User may use the Service and enter into these Terms on behalf of such minor. By doing so, User represents and warrants that they have the legal capacity to act on behalf of such minor; and they agree, in such capacity, that all provisions of this agreement that applicable to them are equally applicable to such minor.
     • Under no circumstances may the Service be used by a child under 13 years old.
5. Data Aggregation Services and De-identified Data. Tebra may use protected health information to provide it Clients with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c) retaining any and all ownership claims relating to the de-identified data it creates from protected health information. Tebra may use, during and after this agreement, all aggregate anonymized information and de-identified data for purposes of enhancing the Service, technical support and other business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.

1. Mutual Compliance with Laws. Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under these Terms.
2. NO MEDICAL ADVICE PROVIDED BY TEBRA. The Service does not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the Service is not a substitute for the User’s or the User’s medical provider’s judgment in making decisions regarding his or her medical care. User agrees that he or she, along with User’s medical provider, are solely responsible for verifying the accuracy of information and for all of their decisions or actions with respect to medical care and treatment, including without limitation, all of their acts or omissions. Any use or reliance by User upon the Service will not diminish that responsibility. Neither Tebra nor its licensors assume any liability or responsibility for damage or injury (including death) to User, a patient, other person, or tangible property arising from any use of the Service or any medical decisions made by User or User’s medical provider based on data collected, transmitted or displayed by or on the Services.
3. USER’S COMPLIANCE WITH MEDICAL RETENTION LAWS AND PATIENT RECORDS ACCESS. User and their medical provider are responsible for understanding and complying with all state and federal laws related to retention of medical records, access to information and authorization to release data.
4. DISCLAIMERS. TEBRA DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE TEBRA TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURE TO SECURE THE SERVICE, TEBRA DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED.

1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Tebra’s Confidential Information includes without limitation the non-public portions of the Service.
2. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of Discloser for any purpose outside the scope of this agreement. Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations.
3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by Recipient without use or access to the Confidential Information.

1. Reservation of Rights by Tebra. The software, workflow processes, user interface, designs, know-how and other technologies provided by Tebra as part of the Service are the proprietary property of Tebra and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Tebra.
2. Tebra reserves all rights unless expressly granted in there Terms.

1. No Indirect Damage. Tebra will not be not liable for any indirect, special, or consequential damages (including without limitation, costs of delay, loss of data or information, lost profits or revenues or anticipated cost savings) arising under or related to these Terms, even if advised of the possibility of such loss or damage.
2. Limit. Tebra’s total liability for all damages arising under or related to this agreement (in contract, tort or otherwise) does not exceed five hundred dollars ($500).

1. Term. These Terms continue until all Services are terminated with or without cause by Tebra, User or the User’s medical provider. Notwithstanding the foregoing, Tebra may terminate User’s access to and use of the Services, including for security and compliance purposes
2. Suspension of Service for Violation of Law or the Agreement. Tebra may immediately suspend User’s access to the Service and remove applicable User Information if it in good faith believes that, as part of using the Service, User may have violated a law or any term of this agreement. Tebra may try to contact User in advance, but it is not required to do so.

To the maximum extent allowed by law, User must indemnify, defend (at Tebra’s option), and hold harmless Tebra against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: User’s breach of any of these Terms; any unauthorized use, access or distribution of the Service by User; violation of any individual’s privacy rights related to information submitted under User’s account; or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under User’s account or by User.

1. California Law. These Terms and any Dispute (as defined below) will be governed exclusively by the laws of the State of California, without regard to its conflicts of laws principles. The Federal District Court for the Central District of California or Orange County Superior court will be the exclusive venue for any resolution of any Dispute. The parties hereby submit to and consent irrevocably to the jurisdiction of such courts for these purposes. The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of any Dispute.
2. General Mediation Process.
   1. The parties shall submit any and all disputes, claims, or controversies arising out of or relating to these Terms (each a “Dispute”) as follows:
      1. the parties will submit the dispute to non-binding mediation in Orange County under the mediation rules of the American Arbitration Association (AAA); and
      2. if no settlement is reached within sixty (60) days of the start of mediation, either party may seek legal redress in a forum of competent jurisdiction.
   2. Either party may commence mediation by providing to AAA and the other party a written request for mediation, which must set forth the subject of the Dispute, the relief requested, and the factual and legal bases for such relief. The parties shall cooperate with AAA and with one another in selecting a mediator from the AAA panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share the costs of the mediation.
   3. If the Dispute is not resolved through mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of this Agreement.
   4. Notwithstanding this Section, either party may (i) terminate this Agreement according to its terms, or (ii) seek injunctive or equitable relief.
3. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS
   1. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
   2. THE MEDIATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.

1. Entire Agreement and Changes. Notwithstanding anything to the contrary herein, these Terms are subject to change by Tebra on a going-forward basis in its sole discretion at any time. When changes are made to these Terms of Service, Tebra will make a new copy of the modified Terms available on the Services and will also update the “Last Updated” date at the bottom of the Terms. Any changes to the Terms will be effective immediately for new Users and will be effective for continuing Users upon the earlier of: (i) thirty (30) days after posting notice of such changes on the Services for existing Users; (ii) thirty (30) days after dispatch of an e-mail notice of such changes to you; or (iii) you providing consent to the updated Terms in a specified manner, as applicable. Unless otherwise stated, your continued use of the Services constitutes your acceptance of such change(s). If you do not agree to any change(s) after receiving a notice of such change(s), then, notwithstanding anything to the contrary herein, your sole recourse is to stop use of the Services. Please regularly check the Services to view the then-current Terms.
2. Feedback. If User provides feedback or suggestions about the Service, then Tebra (and those it allows to use its technology) may use such information without obligation to User.
3. Beta Features. If User is invited to access any beta features of the Service or a User accesses any beta features of the Service, User acknowledges that: (a) such features have not been made commercially available by Tebra; (b) such features may not operate properly, be in final form or fully functional; (c) such features may contain errors, design flaws or other problems; (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) Tebra is not obligated in any way to continue to provide or maintain such features. These beta features are provided AS IS, with all faults. User assume all risk arising from use of such features, including, without limitation, the risk of damage to User’s computer system or the corruption or loss of data.
4. Assignment. Tebra may assign or transfer these Terms (or its rights and/or obligations) to any third party without User’s consent. User may not assign or transfer these Terms to a third party without the prior written consent of Tebra. The Terms will bind and inure to the benefit of each party’s successors and permitted assigns
5. Survival of Terms. All terms survive termination that, by their nature, survive for a party to assert its rights and receive the protections of this agreement. The Convention on Contracts for the International Sale of Goods does not apply.

Last updated: October 16, 2023