Terms of Use: Patients and Caregivers

PLEASE READ THE FOLLOWING TERMS OF USE ("TERMS") CAREFULLY. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE INSIDE OUT CARE PLATFORM AND SERVICES AS A PATIENT OR THEIR PERSONAL REPRESENTATIVE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM OR SERVICES.

These Terms are a binding legal contract between you and Inside Out Medicine, Inc. ("Inside Out Medicine," "we" and "us"). These Terms govern your access to and use of the Inside Out Care website, hosted online service, application, and all other portions of the Inside Out Care Platform, defined below, and all features, functionality, information and services available through the Inside Out Care Platform (collectively, the "Services"). By using the Services you are telling us that you agree to these Terms. These Terms will remain in effect while you use the Services. Our Privacy Policy describes how we collect, use and share your information, and is important to read along with these Terms.

1. Overview of Our Platform and Services

The Inside Out Care website, online services and technology platform used to provide the Services (collectively, the "Inside Out Care Platform" or "Platform") enable you to have access to and interact with relevant health care information, forms, checklists, questionnaires, surveys and educational materials made available by your health care providers with the goal of improving the overall patient experience.

Also, if you or your child (or someone else for whom you are a personal representative) is a patient or research participant at a hospital or other health care entity or provider that is using the Inside Out Care Platform (a "Participating Health Care Provider"), you may choose to disclose individually identifiable personal health information through the Services to those Participating Health Care Providers and authorize them to see, update and otherwise interact with information you are using (for example, checklists) via the Services.

We will be developing the Platform and Services over time. We may introduce new features, remove features or restrict access to parts of the Platform and Services. We would like to give you notice whenever we make a material change to the Services, but this may not always be practical. You agree that we will not be liable to you or to any third party for any modification or termination of the Platform or Services, in whole or in part.

2. We Do Not Provide Medical Care or Medical Advice

USE OF THE PLATFORM AND SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911.

Although the Platform and Services provide access to certain health care information prepared by Participating Health Care Providers, Inside Out Care or others, and also provide ways for you to deliver information to Participating Health Care Providers, the Services are not intended to provide medical advice. Do not avoid or delay seeking medical attention because of something you have read, seen or heard through the Services. You should always seek the advice of a qualified medical professional for questions regarding medical conditions. Information available on the Services may not be specific to your health care needs and may not have been prepared or reviewed by a medical professional. The Services are meant only to support communications with Participating Health Care Providers and provide supplemental information you may find interesting or helpful. Your Participating Health Care Providers are not employees or agents of Inside Out Care, and each Participating Health Care Provider with whom you have interactions through the Services is responsible for establishing an independent relationship with you in accordance with relevant laws, rules of the medical profession and policies of that provider. Any information provided to you by a Participating Health Care Provider as a result of your use of the Services is not provided by Inside Out Care.

NO LICENSED HEALTH CARE PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING THE PLATFORM OR SERVICES. THE CONTENT OF THE SERVICES IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR TREATMENT OR DIAGNOSIS. INFORMATION PROVIDED THROUGH THE SERVICES IS USED AT YOUR OWN RISK. NOTHING AVAILABLE THROUGH THE PLATFORM OR SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE.

3. Establishing and Maintaining Your Account

YOU MUST BE 13 OR OLDER TO USE THE SERVICES

By going through our registration process and creating and maintaining an Inside Out Care account (your "Account"): (a) you represent and warrant that you are of legal age to form a binding contract; (b) you agree to provide us only with accurate, complete and current information about yourself as prompted in the registration process; (c) you agree to keep Account-related information about yourself updated and accurate when you use the Services; (d) you will at all times comply with these Terms, as they may change over time; and (e) you agree to the use of email and other electronic forms of notification and to the use of electronic records to store information related to your Account, your use of the Services, and interactions with your Participating Health Care Providers. Note that we may use and share your information as described in our Privacy Policy.

You may not transfer your Account to anyone without our prior written permission. You agree to protect the security of your Account and your password and not allow anyone else to access your Account. You are solely responsible for any activity associated with your Account, even if you have not authorized such activity. If you believe the security of your Account has been compromised in any way, then you must notify us immediately.

As part of the Services you may be able to: enter information into a patient's profile stored on the Platform (this may be the profile for you or a patient for whom you are a personal representative; in either case, these Terms refer to the profile as "your Inside Out Care Profile"), such as symptoms and comments on your current health situation; access details regarding your medical history; view articles and other information relevant to your current medical situation; track your review of this information and completion of checklists and other activities enabled by the Services; complete surveys, questionnaires and other forms provided by Participating Health Care Providers, including with respect to treatments, medications or devices, your experiences with the provider, and outcomes; and receive notices and informational bulletins from your Participating Health Care Providers. Your Participating Health Care Providers may be able to access your Inside Out Care Profile to review information and updates you have provided for their review, and to assign, submit or modify checklists, surveys, questionnaires and other forms and information relevant to your use of the Services. We also may access your Inside Out Care Profile to verify information as part of the delivery of the Services, to monitor compliance with these Terms and to comply with legal process.

IF YOU INTEND TO AUTHORIZE US TO SHARE YOUR INDIVIDUALLY IDENTIFIABLE PERSONAL HEALTH INFORMATION ELECTRONICALLY WITH ONE OR MORE PARTICIPATING HEALTH CARE PROVIDERS, PLEASE PROVIDE THAT AUTHORIZATION USING THE FORM AVAILABLE HERE.

PLEASE READ OUR PRIVACY POLICYFOR INFORMATION ON HOW WE COLLECT, USE AND SHARE your INFORMATION.As further described in our Privacy Policy, Participating Health Care Providers are subject to the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and other federal, state and local laws and regulations regarding your health information that they receive via the Services. We recommend that you review their privacy policies.

4. Acceptable Use and Conduct

The Services may be used for lawful purposes only. In addition, when using the Services, you agree that you will not:

A. Upload, post, transmit, send, email, display, distribute or otherwise provide, include or make available on, through or in connection with the Services ("Submit") any messages, articles, health records, information, text, music, sound, photographs, graphics or other materials ("Content") unless you have the lawful right to do so;

B. Submit Content that (i) you do not own or have the right to use, or (ii) infringes the intellectual property rights of others, or (iii) violates a person's privacy rights, or (iv) contains the confidential or proprietary information of a third-party person or business entity;

C. Submit Content that may be harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable;

D. Take any action that jeopardizes or limits the security, stability or proper operations of the Inside Out Care Platform or other Services;

E. Attempt, in any manner, to obtain or control the password or use the Account of any other user of the Inside Out Care Platform or Services;

F. Modify or add any information to any Inside Out Care Profile except for (i) a profile that is yours (as a patient) or (ii) a profile that is regarding another user for whom you are an authorized personal representative;

G. Knowingly include false or misleading information in your Inside Out Care Profile or in your communications with Inside Out Care, any Participating Health Care Provider or any other authorized user of the Platform or Services (collectively, the "Inside Out Care Community"); or

H. Re-distribute any portion of the Content found through the Services (with the exception of Content you Submit) to any other website, platform or public forum.

5. Rights and Restrictions on Content

The Platform, Services and Content contained in or accessed through the Services are all protected by United States and international intellectual property and other relevant laws. In using the Services you do not acquire any rights in or to our trademarks, our copyrighted materials, the Inside Out Care Platform, Services or the Content contained in or accessed through the Services (with the exception of Content you Submit) other than the following limited license:

Subject to your compliance with these Terms, Inside Out Care grants you a limited, non-exclusive, non-transferable and revocable license, without the right to sublicense, to access and use the Services and to download, save and print any Content provided through the Services solely for your personal and non-commercial purposes. You may not use, reproduce, distribute, perform (in public or otherwise), display (in public or otherwise), create derivative works of, adapt, modify, aggregate or otherwise exploit the Services or any Content contained in or accessed through the Services, except as expressly permitted in these Terms.

Individually identifiable personal health information included in your Inside Out Care Profile is subject to our Privacy Policy, and to the obligations of Participating Health Care Providers as described in our Privacy Policy. For any Content you Submit (including personally identifiable information) through your use of the Services, you grant to Inside Out Care a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, and (solely in connection with operation of the Platform and Services) transferable and sub-licensable right and license to use, copy and distribute such Content as necessary to operate and provide the Services. Our exercise of rights under this license is subject to our Privacy Policy.

You also grant to Inside Out Care a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable right and license to use, copy, distribute and publicly display, for purposes of promoting and marketing the Platform and Services, comments and feedback you provide in response to surveys and similar functionality regarding the Services, but only if such comments and feedback are presented in an anonymized manner that does not include any personally identifiable information.

We reserve the right to remove from any part of the Services Content alleged to be infringing, and we reserve the right to terminate or block the accounts of repeat alleged infringers in accordance with all relevant United States laws and regulations.

6. Privacy Policy; Services for Use in U.S. Only

When you use the Platform and Services, we collect and have access to certain personal information, including individually identifiable personal health information. Please review our Privacy Policy for details on how we may collect, use, share and distribute such information. We will not voluntarily share information that is stored on the Inside Out Platform except as set forth in our Privacy Policy.

The Inside Out Care Platform and the Services currently are for use within the United States. If you are outside the United States, you hereby consent to having your personal data transferred and processed in the United States in accordance with relevant United States laws and these Terms.

7. Disclaimer of Warranties

While our goal is to make the Content available through the Services accurate, up-to-date and useful, we make no guarantees as to the accuracy, completeness or reliability of the Services or any Content contained in or accessed through the Services.

WE PROVIDE THE INSIDE OUT CARE PLATFORM, THE SERVICES AND ALL CONTENT AND SERVICES CONTAINED IN OR ACCESSED THROUGH THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO EXPRESS WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY CONTENT OR SERVICES IN CONNECTION THEREWITH, OR THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY.

TO THE FULLEST EXTENT OF THE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT GUARANTEE THAT THE INSIDE OUT CARE PLATFORM OR SERVICES WILL FUNCTION WITHOUT INTERRUPTION. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY INTERRUPTIONS, ERRORS OR MALFUNCTIONS DUE TO REASONS WITHIN OUR CONTROL OR BEYOND OUR CONTROL. WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

YOU ARE SOLELY RESPONSIBLE FOR MATERIAL DOWNLOADED THROUGH THE SERVICES. YOU HEREBY WAIVE CLAIMS WITH RESPECT TO ANY DAMAGE TO YOUR OWN SYSTEMS AND DEVICES THAT RESULTS FROM ACCESS TO OR DOWNLOAD OR ATTEMPTED DOWNLOAD OF ANY SUCH MATERIAL.

WE DO NOT HAVE AN OBLIGATION TO VERIFY THE IDENTITY OF OUR USERS OR TO MONITOR THE ACTIVITIES OF USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH THE INSIDE OUT CARE COMMUNITY, INCLUDING YOUR INTERACTIONS AND COMMUNICATIONS WITH ANY PARTICIPATING HEALTH CARE PROVIDERS. WE MAKE NO WARRANTIES IN CONNECTION WITH, AND TAKE NO RESPONSIBILITY FOR, THE COMMUNICATIONS OR SERVICES OF ANY PARTICIPATING HEALTH CARE PROVIDER.

THE INCLUSION OF ANY LINK OR OTHER CONNECTION FROM THE SERVICES TO A THIRD-PARTY SITE OR SERVICE DOES NOT IMPLY THAT INSIDE OUR CARE ENDORSES THE THIRD PARTY OR ITS SITE, SERVICE OR ANY CONTENT THEREON. IF YOU CHOOSE TO ACCESS ANY THIRD PARTY-SITE, SERVICE OR CONTENT THEREON, YOU DO SO AT YOUR OWN RISK. WE DO NOT REVIEW OR CONTROL, AND WE TAKE NO RESPONSIBILITY FOR, ANY THIRD-PARTY SITES, SERVICES OR CONTENT.

Google Translate Disclaimer: The "Google Translate" service is available from a third party and may assist you in using the Services in languages other than English. "Google Translate" cannot translate all content on the Services, and may not provide an exact translation. Your use of any translated content is at your own risk. Inside Out Care does not make any promises, assurances or guarantees as to the availability or quality of the translations provided. We have no ability or obligation to review or control the accuracy, quality or reliability of any translations. We disclaim all liability for damages whatsoever arising out of or in connection with your use of "Google Translate."

SOME JURISDICTIONS DO NOT PERMIT US TO DISCLAIM WARRANTIES IN ALL OF THESE WAYS. IN SUCH EVENT THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

8. Limitations on Liability

IN NO EVENT WILL INSIDE OUT CARE BE LIABLE TO YOU (OR TO ANYONE FOR WHOM YOU ARE A PERSONAL REPRESENTATIVE) FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, YOUR INTERACTIONS WITH ANY PARTICIPATING HEALTH CARE PROVIDER OR OTHER MEMBER OF THE INSIDE OUT CARE COMMUNITY, THE INSIDE OUT CARE PLATFORM, OR ANY CONTENT CONTAINED IN OR ACCESSED IN CONNECTION THEREWITH, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT INSIDE OUT CARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

NOTHING IN THESE TERMS ACTS TO LIMIT ANY OBLIGATION OR LIABILITY OF ANY PARTICIPATING HEALTH CARE PROVIDER ARISING FROM ITS, THEIR, HIS OR HER PROFESSIONAL RESPONSIBILITIES UNDER RELEVANT FEDERAL, STATE OR LOCAL LAWS AND RELEVANT CODES OF PROFESSIONAL CONDUCT. HOWEVER, INSIDE OUT CARE WILL NOT BE LIABLE IN ANY WAY FOR THE CONDUCT OR MISCONDUCT OR NEGLIGENCE OF ANY HEALTH CARE PROVIDER WHETHER ACTING THROUGH THE SERVICES OR OTHERWISE.

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN ALL OF THESE WAYS. IN SUCH EVENT THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BUT IN NO EVENT WILL THE CUMULATIVE LIABILITY OF INSIDE OUT CARE TO YOU HEREUNDER FROM ALL CLAIMS, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED $50, AND SUCH LIMITATION SHALL APPLY EVEN IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Indemnification

You agree to defend, indemnify and hold Inside Out Care, its affiliates, officers, employees, agents, licensees, licensors, advertisers, contractors, and Participating Health Care Providers harmless from and against any loss (actual and consequential), demand, damage (direct and indirect) and expense (including attorneys' fees) arising from claims in connection with or related to (a) your use of the Services (including without limitation any actions taken by a third party using your Account), (b) any Content you Submit, or (c) your violation of these Terms. Inside Out Care reserves the right, at our own expense, to assume exclusive defense and control of any such matter and you agree to cooperate with us in asserting relevant available defenses.

You also agree that any communications, interactions or transactions you undertake with Participating Health Care Providers or other members of the Inside Out Care Community are between you and such party and you agree that Inside Out Care will not be responsible or liable for or in connection with any such communications, interactions or transactions.

10. Termination

You have the right to terminate your Account and your access to the Platform and Services at any time by emailing us at: info@insideoutcare.com.

We have the right to terminate (or limit or block access to) your use of the Services or your Account with or without notice if you are in breach of any of these Terms. Inside Out Care has the sole right and may use its sole discretion to decide whether you are in breach of any of Terms. We shall not be liable to you or to any third party for any termination of your Account or terminating, limiting or suspending your access to the Services.

Upon termination, your use of the Services and all licenses granted to you by these Terms will cease and, except as may otherwise be required under the law, we will have no further obligation to provide you access to any Content available through the Services. Following termination, we will retain certain information from your Account and otherwise, as discussed in our Privacy Policy. We are not responsible for removing information from the databases or records of third parties who already have received information about you in accordance with these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: our disclaimers; any limitations on our liability; terms regarding ownership and intellectual property rights; indemnity obligations; and terms regarding disputes between us.

11. Governing Law and Dispute Resolution

These Terms and the relationship between you and us are governed by the laws of the state of Washington, without regard to its conflict of law provisions, and all claims and disputes arising out of these Terms or the Services shall be brought exclusively in the courts located in King County, Washington or the U.S. District Court for the Western District of Washington located in Seattle, Washington. You and we agree to submit to the personal jurisdiction of the courts located in King County, Washington and the U.S. District Court for the Western District of Washington located in Seattle, and agree to waive any objections to the exercise of jurisdiction over us by such courts and to venue in such courts.

If there is a dispute between you, any Participating Health Care Provider or any other member of the Inside Out Care Community or other third party, you agree that Inside Out Care is under no obligation to become involved. In the event that you have a dispute with a Participating Health Care Provider or any other member of the Inside Out Care Community or other third party, you release Inside Out Care from claims, demands and damages of every kind or nature arising out of or in any way related to such dispute.

12. Updating these Terms

As we develop, grow and improve our Services, these Terms may need to change. We reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Inside Out Care website, by sending you an email or by some other means. If you do not agree with the new Terms, you are free to reject them, which means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and one of Inside Out Care's executive officers.

13. Entire Agreement, Waiver and Severability

These Terms, as may be updated from time to time, constitute the entire agreement between you and us and govern your use of and access to the Services, superseding any prior agreements between you and us regarding the Services. The failure of Inside Out Care to exercise or enforce any right under, or any provision of, these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you hereby agree with us that the court should try to give effect to the intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

14. Notices and Questions

If you have any questions, comments or concerns regarding these Terms or our Services, then please contact us at info@insideoutcare.com. When we need to provide you with notices, we will contact you through the Inside Out Care Platform or use your email or other contact information we have on file for you. Please be certain to keep your contact information current and accurate in your Account.

Terms of Use: Health Care Providers

PLEASE READ THE FOLLOWING TERMS OF USE ("TERMS") CAREFULLY. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE INSIDE OUT CARE PLATFORM AND SERVICES AS A HEALTH CARE PROVIDER OR REPRESENTATIVE OF A HEALTH CARE PROVIDER OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM OR SERVICES.

These Terms are a binding legal contract between you and Inside Out Medicine, Inc. ("Inside Out Care," "we" and "us"). These Terms govern your access to and use of the Inside Out Care website, hosted online service, application, and all other portions of the Inside Out Care Platform (as defined below), and all features, functionality, information and services available through the Inside Out Care Platform (collectively, the "Services"). By using the Services, you are telling us that you agree to these Terms. These Terms will remain in effect while you use the Services. Our Privacy Policy describes how we collect, use and share your information, and is important to read along with these Terms.

1. Overview of Our Platform and Services

The Inside Out Care website, online services and technology platform used to provide the Services (collectively, the "Inside Out Care Platform" or "Platform") enable individual patients and their personal representatives to have access to and interact with relevant health care information, surveys and educational materials with the goal of improving the overall patient experience. Once such a person has registered for an account on the Inside Out Care Platform, either as a patient or the personal representative of a patient, such person is referred to as an "Inside Out Care Patient."

The Platform also enables health care providers and health care entities (including authorized employees, contractors and agents of such providers or entities) who are authorized to use the Services (any of the foregoing, a "Participating Health Care Provider") to make available relevant health and health services-related checklists, forms, articles and other information. In addition, Participating Health Care Providers can use the Services to 1) monitor the engagement of individual Inside Out Care Patients with the content made available by Participating Health Care Providers (e.g., by viewing a patient's progress on tasks included on a checklist), and 2) submit or modify information relevant to applicable Inside Out Care Patients' use of the Services (e.g., by adding tasks or personalized instructions for a patient's use).

If you are a Participating Health Care Provider, you may establish a Health Care Provider account on the Inside Out Platform or (where available) log in to the Services using your applicable Participating Health Care Provider account.

We will be developing the Platform and Services over time. We may introduce new features, remove features or restrict access to parts of the Platform or Services. We would like to give you notice whenever we make a material change to the Platform or Services, but this may not always be practical. You agree that we will not be liable to you or to any third party for any modification or termination of the Platform or Services, in whole or in part.

2. Establishing Your Account

By going through our registration process and creating and maintaining an Inside Out Care Health Care Provider account, or (where available) logging in to the Services using your applicable Participating Health Care Provider account (in either case, your "Account"), you represent and covenant that:

A. you are of legal age and have the legal capacity and authority to form a binding contract;

B. your Account will include only accurate and complete information about yourself and you will keep this information updated and accurate throughout your use of the Services;

C. you will at all times comply with these Terms, as they may change over time; and

D. you have all necessary right and authority to use your Account, including without limitation to access Inside Out Care Patient protected health information and other sensitive and identifying information that may be protected under the federal Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"; the foregoing are referred to collectively in these Terms as "HIPAA"), regulations promulgated under HIPAA and amendments thereto, and other federal, state and local laws. This includes information and content that is uploaded or otherwise submitted by Inside Out Care Patients or by you or other Participating Health Care Providers via the Services. If you use your Account to submit or modify information relevant to an individual Inside Out Care Patient's use of the Services, you represent and covenant that you are authorized to do so by an entity (e.g., the hospital or other institution where you work) that is also a Participating Health Care Provider. You and we will comply with the terms of any Business Associate Agreement between Inside Out Care and the Participating Health Care Provider under whose authorization you use the Services.

By creating or using your Account, you agree to the use of email and other electronic forms of notification and to the use of electronic records to store information related to your Account, your use of the Services and your interactions with Inside Out Care Patient information. Note that we collect, use and share your information as described in our Privacy Policy.

You may not transfer your Account to anyone without our prior written permission. You agree to protect the security of your Account and your password and not allow anyone else to access your Account. You are responsible for any activity associated with your Account, even if you have not authorized such activity. If you believe the security of your Account has been compromised in any way, then you must notify us immediately. If you are authorized by more than one Participating Health Care Provider to use an Account, these Terms apply to each Account that you create or use.

The relationship between you and us is that of independent contractors. Neither party will represent that it has any authority to assume or create any obligation on behalf of the other party or to represent the other party as an agent, employee or in any other capacity.

The Services are only permitted to be offered within the United States.

3. Acceptable Use and Conduct

The Services may be used for lawful purposes only. In addition, when using the Services, you agree that you will not:

A. Upload, post, transmit, send, email, download, modify, display, distribute or otherwise provide, include or make available on, through or in connection with the Services ("Submit") any messages, articles, health records, information, text, music, sound, photographs, graphics or other materials ("Content") unless you have the lawful right to do so;

B. Submit Content that (i) you do not own or have the right to use and make available to others via the Services, or (ii) infringes upon the intellectual property rights of others, or (iii) violates a person's privacy rights, or (iv) would, by your Submission of it, violate HIPAA, other federal, state or local laws, or any applicable Participating Health Care Provider's policies, including without limitation regarding the protection of protected health information;

C. Submit Content that may be harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable;

D. Take any action that jeopardizes or limits the security, stability or proper operations of the Inside Out Care Platform or the Services;

E. Attempt, in any manner, to obtain or control the password, account profile, or security-related information of any Participating Health Care Provider, Inside Out Care Patient, or other authorized user of the Platform or Services (collectively, the "Inside Out Care Community");

F. Knowingly include false or misleading information in your Inside Out Care profile or in your communications with any person or entity in the Inside Out Care Community;

G. Extract, use or disclose any Content from or regarding any Inside Out Care Patient except to the extent you take such actions, and protect the security and privacy of any Content that you extract, in full compliance with all applicable Participating Health Care Provider legal obligations, policies and requirements; or

H. Publish any portion of the Content found through the Services to any other website, platform or public forum, except as contemplated by and in accordance with the previous paragraph (G).

4. Proprietary Rights

The Inside Out Care Platform, Services and the Content contained in or accessed through the Services are all protected by United States and international intellectual property and other relevant laws. In using the Services, you do not acquire any rights in or to our trademarks, our copyrighted materials, the Inside Out Care Platform, Services or the Content contained in or accessed through the Services other than the following limited license:

Subject to your compliance with these Terms, Inside Out Care grants you a limited, non-exclusive, non-transferable and revocable license, without the right to sublicense, to access and use the Services solely in the furtherance of patient care for Inside Out Care Patients by the applicable Participating Health Care Provider(s). You may not use, reproduce, distribute, perform (in public or otherwise), display (in public or otherwise), create derivative works of, adapt, modify, aggregate or otherwise exploit the Services or any Content contained in or accessed through the Services, except as expressly permitted in these Terms.

For all Content that you Submit through methods we provide to support Content Submissions intended for use by Inside Out Care Patients, in addition to the above requirements in 3. Acceptable Use and Conduct, you grant to Inside Out Care with respect to such Content a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, and (solely in connection with operation of the Platform and Services) transferable and sub-licensable right and license under all applicable intellectual property rights to use, reproduce, distribute, perform (in public or otherwise), display (in public or otherwise), transmit, adapt, modify, translate and aggregate in any format or medium now known or developed in the future, for purposes of making the Services available to the Inside Out Care Community. Our exercise of rights under this license is subject to our Privacy Policy.

You also grant to Inside Out Care a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable right and license to use, copy, distribute and publicly display, for purposes of promoting and marketing the Platform and Services, comments and feedback you provide in response to surveys and similar functionality regarding the Services, but only if such comments and feedback are presented in an anonymized manner that does not include any personally identifiable information.

We reserve the right to remove from all or any part of the Services Content alleged to be infringing, and we reserve the right to terminate or block the accounts of repeat alleged infringers in accordance with all relevant United States laws and regulations.

5. Privacy Laws

We will not voluntarily share information that is stored on the Inside Out Platform except as set forth in our Privacy Policy.

As a Participating Health Care Provider, you could be an entity (or an authorized user on behalf of an entity) deemed a "Covered Entity" for the purposes of compliance with HIPAA and you also may be subject to other federal, state and local laws regarding the security of protected health information. As such, information you Submit or access through the Services could be protected by HIPAA and such other federal, state and local laws. YOU UNDERSTAND THAT COMPLIANCE WITH SUCH LAWS IS YOUR RESPONSIBILITY.

6. Disclaimers of Warranties

INSIDE OUT CARE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE PLATFORM, SERVICES OR ANY CONTENT AVAILABLE IN CONNECTION WITH THEM. TO THE FULLEST EXTENT OF THE LAW, WE DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES AS TO THE ACCURACY OR AVAILABILITY OF THE PLATFORM, SERVICES OR ANY CONTENT IN CONNECTION WITH THEM. WE DO NOT GUARANTEE THAT THE INSIDE OUT CARE PLATFORM OR SERVICES WILL FUNCTION WITHOUT INTERRUPTION. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY INTERRUPTIONS, ERRORS OR MALFUNCTIONS DUE TO REASONS WITHIN OUR CONTROL OR BEYOND OUR CONTROL. WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

YOU ARE SOLELY RESPONSIBLE FOR CONTENT YOU USE OR SUBMIT VIA THE SERVICES. YOU HEREBY WAIVE CLAIMS WITH RESPECT TO ANY DAMAGE TO YOUR OWN SYSTEMS AND DEVICES THAT RESULTS FROM ACCESS TO OR DOWNLOAD OR ATTEMPTED DOWNLOAD OF ANY SUCH MATERIAL.

WE DO NOT HAVE AN OBLIGATION TO VERIFY THE IDENTITIES OF OR MONITOR THE ACTIVITIES OF USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH THE INSIDE OUT CARE COMMUNITY, INCLUDING WITHOUT LIMITATION ANY INSIDE OUT CARE PATIENTS. YOU ALSO ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND COMMUNICATIONS WITH OTHER PARTICIPATING HEALTH CARE PROVIDERS THROUGH OR IN RELATION TO YOUR ACCOUNT OR THE SERVICES.

THE INCLUSION OF ANY LINK OR OTHER CONNECTION FROM THE SERVICES TO A THIRD-PARTY SITE OR SERVICE DOES NOT IMPLY THAT INSIDE OUT CARE ENDORSES THE THIRD PARTY OR ITS SITE, SERVICE, OR ANY CONTENT AVAILABLE ON OR THROUGH THEM. IF YOU CHOOSE TO ACCESS OR USE ANY THIRD-PARTY SITE, SERVICE OR CONTENT THEREON, YOU DO SO AT YOUR OWN RISK. WE DO NOT REVIEW OR CONTROL, AND WE TAKE NO RESPONSIBILITY FOR, ANY THIRD-PARTY SITES, SERVICES OR CONTENT.

Google Translate Disclaimer: The "Google Translate" service is available from a third party and may assist you in using the Services in languages other than English. "Google Translate" cannot translate all content on the Services and may not provide an exact translation. Your use of any translated content is at your own risk. Inside Out Care does not make any promises, assurances or guarantees as to the availability or quality of the translations provided. We have no ability or obligation to review or control the accuracy, quality or reliability of any translations. We disclaim all liability for damages whatsoever arising out of or in connection with your use of "Google Translate."

SOME JURISDICTIONS DO NOT PERMIT US TO DISCLAIM WARRANTIES IN ALL OF THE WAYS ABOVE. IN SUCH EVENT, THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

7. Limitations on Liability

IN NO EVENT WILL INSIDE OUT CARE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, YOUR INTERACTIONS WITH OTHER PARTICIPATING HEALTH CARE PROVIDERS, ANY INSIDE OUT CARE PATIENTS, THE INSIDE OUT CARE PLATFORM, ANY OTHER SERVICES, OR ANY CONTENT CONTAINED IN OR ACCESSED IN CONNECTION THEREWITH, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT INSIDE OUT CARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN ALL OF THESE WAYS. IN SUCH EVENT THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BUT IN NO EVENT WILL THE CUMULATIVE LIABILITY OF INSIDE OUT CARE TO YOU HEREUNDER FROM ALL CLAIMS, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED $50, AND SUCH LIMITATION SHALL APPLY EVEN IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Indemnification

You agree to defend, indemnify and hold Inside Out Care, its affiliates, officers, employees, agents, licensees, licensors, advertisers and contractors harmless from and against any loss (actual or consequential), demand, damage (direct or indirect) and expense (including attorneys' fees) arising from claims in connection with or related to (a) any Content you Submit; or (B) your violation of these Terms. Inside Out Care reserves the right, at our own expense, to assume exclusive defense and control of any such matter and you agree to cooperate with us in asserting relevant available defenses.

9. Termination

We may terminate your Account and your access to the Platform and Services upon notice to you at any time if you breach these Terms, or upon your termination of employment or professional affiliation with the Participating Health Care Provider that has authorized your use of the Services, or upon your death. Following termination, we will retain certain information from your Account and otherwise, as discussed in our Privacy Policy.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: our disclaimers; any limitations on our liability; terms regarding ownership and intellectual property rights; indemnity obligations; and terms regarding disputes between us.

10. No Assignment

Your Account is non-transferable. You may not assign these Terms or your rights to use the Services to any person or entity.

11. Governing Law and Dispute Resolution

These Terms and the relationship between you and us are governed by the laws of the state of Washington, without regard to its conflict of law provisions, and all claims and disputes arising out of these Terms or the Services shall be brought exclusively in the courts located in King County, Washington or the U.S. District Court for the Western District of Washington located in Seattle. You and we agree to submit to the personal jurisdiction of the courts located in King County, Washington and the U.S. District Court for the Western District of Washington located in Seattle, Washington and agree to waive any objections to the exercise of jurisdiction over us by such courts and to venue in such courts.

If there is a dispute between you and any other Participating Health Care Provider (including without limitation any institution that has authorized you to use the Services), any Inside Out Care Patient, or any other third party, you agree that Inside Out Care is under no obligation to become involved. In the event that you have a dispute with any member of the Inside Out Care Community or other third party, you release Inside Out Care from claims, demands and damages of every kind or nature arising out of or in any way related to such dispute.

12. Updating these Terms

As we develop, grow and improve our Services, these Terms may need to change. We reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Inside Out Care website, by sending you an email or by some other means. If you do not agree with the new Terms, you are free to reject them, which means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and one of Inside Out Care's executive officers.

13. Entire Agreement, Waiver and Severability

These Terms, as may be updated from time to time, constitute the entire agreement between you and us and govern your use of and access to the Services, superseding any prior agreements between you and us regarding the Services. The failure of Inside Out Care to exercise or enforce any right under, or any provision of, these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you hereby agree with us that the court should try to give effect to the intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

Notwithstanding the previous paragraph, if these Terms conflict with the terms of a separate, signed agreement (a "Separate Agreement") between Inside Out Care and you (or the Participating Health Care Provider that authorizes you to use the Services; e.g., an Inside Out Care Enterprise Agreement with a participating hospital), the terms of such Separate Agreement will apply to the extent of the conflict.

14. Notices and Questions

If you have any questions, comments or concerns regarding these Terms or our Services, then please contact us at info@insideoutcare.com. When we need to provide you with notices, we will contact you through the Inside Out Care Platform or use your email or other contact information we have on file for you. Please be certain to keep your contact information current and accurate in your Account.

Version: January 31, 2023