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CITY
<br /> CORVEL ENTERPRISE COMP,INC.
<br /> CAREMC LICENSE AGREEMENT
<br /> This CareMC License Agreement(this"License Agreement")is entered into as July 1,2018,(the"Effective Date")by and
<br /> between CorVel Enterprise Comp,Inc., a wholly-owned subsidiary of CorVel Corporation("CorVel"), 2010 Main Street,Suite
<br /> 600,Irvine,CA 92614("CorVel")and City of Everett,WA("Customer").
<br /> RECITALS
<br /> WHEREAS,CorVel has developed a proprietary software solution(the"CareMC Application")which is accessible via the
<br /> CorVel web site located at URL www.caremc.com(the"CareMC Site"),through which CorVel provides its customers with the
<br /> option of utilizing certain Third Party Claims Administration Services and bundled Managed Care Services,including certain Bill
<br /> Review Services,online(such automated and online components of CorVel's Managed Care Services,"Online Services");and
<br /> WHEREAS,CorVel has developed a proprietary smartphone application("My Care Services"smartphone app)for Customer
<br /> and Customer's claimants accessible via claimant's own independent smartphone including but not limited to Apple's iOS 7.0+or
<br /> Android 4.0+or other smartphone device with such access capabilities;and
<br /> WHEREAS,CorVel provides its customers with the option of accessing certain Third Party Claims Administration Services
<br /> and bundled Managed Care Services by means of CorVel's proprietary software solution(the"CareMC Application")via the
<br /> CorVel web site located at the URL"www.caremc.com"(the"CareMC Site");and
<br /> WHEREAS,CorVel and Customer have entered into the Services Agreement dated_July 1,2018;and
<br /> WHEREAS,Customer desires to be provided with access to and use of the CareMC Application by means of an Internet
<br /> browser under the terms and conditions set forth in this License Agreement.
<br /> NOW,THEREFORE, in consideration of the premises set forth above, the promises made herein, and other good and
<br /> valuable consideration the receipt which is hereby acknowledged,the parties agree as follows:
<br /> 1. ACCESS TO THE CAREMC APPLICATION
<br /> A. Terms of Use. The parties acknowledge and agree that the terms and conditions under which particular Third Party Claims
<br /> Administration Services and bundled Managed Care Services are provided by CorVel and the terms and conditions under which
<br /> Customer may access and use the CareMC Application in order to utilize the online and automated components of such Third Party
<br /> Claims Administration Services and bundled Managed Care Service(the"Online Services")shall be governed by the terms and
<br /> conditions of this License Agreement.
<br /> B. My Care App. Customer agrees and acknowledges the terms and conditions that Customer's claimants shall agree upon
<br /> by utilizing CorVel's My Care App as described hereunder as Attachment A-1 to this License Agreement.
<br /> C. Registration Information. Prior to accessing the CareMC Application, Customer shall provide CorVel with certain
<br /> registration information requested therein("Registration Information"). Customer represents and warrants that(i)the Registration
<br /> Information Customer provides is true, accurate, current and complete, and (ii)the Registration Information will be updated as
<br /> necessary to keep such data true,accurate,current and complete.
<br /> D. Passwords and Levels of Access. As soon as practicable after the execution of this License Agreement, CorVel shall
<br /> provide a master password to Customer that allows Customer initial access to the Online Services (the "Master Password").
<br /> Customer shall then designate two groups of Authorized Users.The first group of Authorized Users("Restricted Users")shall have
<br /> access to all data available on the CareMC Site except data that constitutes or contains"protected health information"("PHI Data")
<br /> as such term is defined in any applicable state or federal statutes or regulations.Each Restricted User shall initially access the Online
<br /> Services by means of the Master Password,then shall be required to choose his/her own unique password(each, a"Restricted
<br /> Password") for all future access. The second group of Authorized Users("Non-Restricted Users")shall have access to all data
<br /> available through the CareMC Application,including PHI Data,but shall only have access to PHI Data to the extent necessary for
<br /> Customer to render payment on a claim,and then only to those portions or amounts of PHI Data that are determined by CorVel,in
<br /> its sole discretion,to be the minimum necessary for Customer to render payment on such claim. Each Non-Restricted User will be
<br /> required to choose a second unique password(each,a"Non-Restricted Password")which will enable his/her to access PHI Data on
<br /> the foregoing terms.
<br /> E. Non-Restricted Users.Customer represents and warrants to CorVel that each Non-Restricted User who accesses PHI Data
<br /> will do so solely in order for Customer to render payment on the applicable claim.
<br /> F. Security of Passwords.Customer acknowledges and agrees that it shall be solely responsible for(i)selecting Authorized
<br /> Users,(ii)assigning the various levels of authority and access each Authorized User may have to the CareMC Application,Online
<br /> Services and Customer Data,including by determining which Authorized Users shall be Non-Restricted Users,(iii)ensuring that
<br /> only Authorized Users have access to the Master Password,only Restricted Users have access to the Restricted Passwords and only
<br /> Non-Restricted Users have access to Non-Restricted Passwords,(iv)implementing a system to control, track and account for all
<br /> Restricted Passwords and Non-Restricted Passwords, (v) strictly maintaining the confidentiality and integrity of the Master
<br /> Password,Restricted Passwords and Non-Restricted Passwords and levels of authority among Authorized Users,and(iv)ensuring
<br /> that Authorized Users shall at all times comply with the terms and conditions of this License Agreement. Customer further agrees
<br /> that it shall notify CorVel immediately in writing if the security or integrity of a password has been compromised.
<br /> G. Customer Data.Responsibility for ensuring that the content and data input into the CareMC Application by Customer or
<br /> Authorized Users("Customer Data")is accurate,reflects Customer's requirements and is entered correctly lies solely with Customer.
<br /> All data generated by and through Customer's use of the CareMC Application and Online Services shall reside on CorVel's server
<br /> City of Everett WA CareMC License Agreement with My Care App 6-1-18
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