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TERMS OF SERVICE AGREEMENT
<br /> THIS TERMS OF SERVICE AGREEMENT("Agreement")is entered into by and between Public Consulting Group,Inc.("PCG"),a Matcarhusetts corporation and
<br /> any person("User")whose contact information has PCG received from and Accountable Community of Health("ACH")and who completes the registration process to
<br /> open and maintain an account with PCG's web portal service("Service").Each of PCG and User are referred to as a"Party"and are collectively referred to as the
<br /> "Parties."
<br /> BY CLICKING THE ACCEPTANCE BUTTON,ACCESSING,OR USING ANY PART OF THE SERVICE,USER EXPRESSLY AGREES TO AND
<br /> CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS
<br /> AGREEMENT,THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED,PCG WILL PROMPTLY INACTIVATE USER'S ACCOUNT,
<br /> AND USER SHALL NOT ACCESS OR USE ANY PART OF THIS SERVICE.
<br /> 1. Service Terms and Limitations.
<br /> A. Description.The Service is proprietary to PCG and is protected by intellectual property laws and treaties.User's access to the Service is licensed and not
<br /> sold.Subject to the terms and limitations set forth in this Agreement,PCG agrees to provide User with a personal,non-transferrable,and non-exclusive
<br /> account to enable User to access and use the Service during the term of this Agreement.
<br /> B. Limitations.User shall not:
<br /> i Sell,market,rent,sub-license,or license any aspect of the Service or PCG's intellectual property or otherwise use the Service for any purpose
<br /> other than as specifically provided in this Agreement;
<br /> i. Decipher,decompile,disassemble,reverse assemble,modify,translate,reverse engineer,or otherwise attempt to derive source code,algorithms,
<br /> tags,specifications,architecture,structure,or other elements of the Service in whole or in part,for competitive purposes,or otherwise;
<br /> ii. Allow access to,provide,divulge,or make available the Service to any person other than those who have licenses to access the Service;
<br /> iv. Write or develop any derivative works based upon the Service;
<br /> v. Modify,adapt,translate,or otherwise make any changes to the Service or any part thereof;
<br /> vi. Use the Service to provide processing services to third parties,or otherwise use the same on a"service bureau"basis;
<br /> vu. Disclose or publish,without PCG's prior written consent,performance or capacity statistics or the results of any benchmark test performed on the
<br /> Service;or
<br /> viii. Remove from the Service identification,patent,copyright,trademark,or other notices or circumvent or disable any security devices,functionality,or
<br /> features.
<br /> User obtains no ownership rights or any other rights in PCG's intellectual property or the Service,other than those specified in this Agreement.User grants
<br /> PCG a limited license to use User's transactional and performance data related to User's use of the Service(e.g.,statistical information about the number
<br /> of claims processed)solely on an aggregated and de-identified basis as part of PCG's overall statistics for marketing and analytical purposes.
<br /> C. Accessibility.User agrees that from time to time the Service may be inaccessible or inoperable for any reason and without notice,including,without
<br /> limitation:
<br /> i Equipment malfunctions;
<br /> i. Periodic maintenance procedures or repairs which PCG may undertake from the time to time;or
<br /> iii. Causes beyond the control of PCG or which are not reasonably foreseeable by PCG.
<br /> D. Equipment and Data.User shall be solely responsible for providing,maintaining,and ensuring compatibility with the Service,all hardware,software,
<br /> electrical,and other physical requirements for User's use of the Service,including,without limitation,telecommunications and intemet access connections
<br /> and links,web browsers,or other equipment,programs,and services required to access and use the Service.User shall have sole responsibility for the
<br /> accuracy,quality,integrity,legality,reliability,appropriateness,and ownership of any and all data that User submits to the Service.
<br /> 2. Limitations.
<br /> A. Security.User shall be solely responsible for the security,confidentiality,and integrity of all messages,content,and other information that User receives,
<br /> transmits through,or stores on the Service.User shall be solely responsible for any authorized or unauthorized access to User's account by any person.
<br /> User agrees to bear all responsibility for the confidentiality of User's password and all use of the Service with User's password.PCG shall have no liability
<br /> for any loss or damage arising from User's failure to comply with these requirements.
<br /> B. Privacy.When reasonably practicable,PCG will attempt to respect User's privacy.PCG will not monitor,edit,or disclose any personal information about
<br /> User or User's account,including its contents or User's use of the Service,without User's prior consent unless PCG has a good faith belief that such
<br /> action is necessary to:
<br /> i Comply with legal process or other legal requirements of any governmental authority;
<br /> i. Protect and defend the rights or property of PCG;
<br /> iii. Enforce this Agreement;
<br /> iv. Protect the interests of users of the Service other than the User or any other person;or
<br /> v. Operate or conduct maintenance and repair of PCG's services or equipment,including the Service as authorized by law.
<br /> User has no expectation of privacy with respect to the Internet generally.User's IP address is transmitted and recorded with each of User's uploads or
<br /> messages through the Service.PCG reserves the right to provide certain information in aggregate form collected from and related to User to third persons.
<br /> 3. User Representations.User represents and warrants to PCG that:
<br /> A. User is over the age of eighteen(18)and has the prower and authority to enter into and to perform its obligations under this Agreement;
<br /> B. All information provided by User to PCG is truthful,accurate,and complete;provided.further,that User acknowledges(i)PCG shall accept information
<br /> provided by User on an as-is basis and under no circumstances shall PCG be responsible for the truthfulness,accuracy,or completeness of such
<br /> information provided by User.and(ii)PCG shall accept information regarding payments to be made to User from User's ACH on an as-is basis and under
<br /> no circumstances shall PCG be responsible for the truthfulness,accuracy,or completeness of such information provided by User's ACH;
<br /> C. User shall comply with all teems and conditions of this Agreement,including,without limitation,the provisions set forth in Section 4;and
<br /> D. User has provided and will provide accurate and complete registration information,including,without limitation,User's legal name,address,email address,
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