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This Sharecare Health Data Services (SHDS) ROI Request Form (the “Form”) is operated by SHDS. This Form is
offered to you conditioned on your acceptance of the terms, conditions, and notices contained herein without
modification. These terms (the “Agreement”) relate to the use of the SHDS ROI Request Form only. As used
herein, “you/You/your” shall include the requestor as well as the company, employer, agents and affiliates thereof,
as well as clients represented thereby. You agree that you will not use the Form for any purpose that is unlawful or prohibited by these terms, conditions,
and notices. You may not use the Form in any manner which could damage, disable, overburden, or impair this
Form or the website it is on or interfere with any other party's use and enjoyment of the Form. You may not obtain
or attempt to obtain any materials or information through any means not intentionally made available or provided
for through the Form. SHDS reserves the right to alter this Form and remove any materials, information or files in
its sole discretion. SHDS reserves the right to terminate your access to any or all of the Form at any time without
notice for any reason whatsoever. SHDS reserves the right at all times to disclose any information as necessary to
satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to
remove any materials, information or files, in whole or in part, in SHDSs sole discretion. In using this Form, you are requesting copies of medical records from a health care facility serviced by SHDS. You
acknowledge that this Form does not constitute a “patient portal” and that there will be manual effort in SHDSs
retrieval of the records on behalf of its clients and delivery of the records to you. You agree to pay any costs
applicable to your request, after which SHDS will fulfill your authorized request. You will submit document requests
that comply with the provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and any other
applicable state and federal law. You further agree to only submit requests that possess signed authorizations or
directives as required under HIPAA provisions and meet all state and federal requirements. By submitting a
request through the Form, you represent and warrant that you have received all appropriate permissions and
authorizations required by applicable law to access the health information of the individual whose records you are
requesting. You agree not to submit subpoenas through this Form, and acknowledge that any subpoena submitted through
this Form will not be deemed received by, or served upon, SHDS or its clients. In order to submit your requests for medical records, you may be required to have certain hardware and software,
which are your sole responsibility. SHDS does not guarantee, represent or warrant that your uploading of requests
by electronic transmission with be uninterrupted, error-free, or free from loss, corruption, attack, viruses,
interference, hacking or other security intrusion and SHDS disclaims any liability for such issues. You agree to abide by all federal and state privacy and security laws in uploading the requests electronically. In
that regard, should SHDS inadvertently provide you with any records that were not part of your records request,
you agree to contact SHDS immediately and to delete any and all copies of the information inadvertently disclosed
without any further dissemination. By using this Form, you agree to defend, indemnify and hold SHDS, its officers,
directors, employees, affiliates, agents, contractors, clients and licensors (“Affiliates”) harmless with respect to any
claims arising out of your upload of the request, including but not limited to claims regarding your access to the
requested records with patient permissions and authorizations required by applicable law. You further agree not to, nor permit another party to: (a) publish, post, submit, upload or otherwise transmit data
that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming
routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any
systems, data, personal information or property of another; or (b) use or permit the use of any tools in order to
probe, scan or attempt to penetrate or benchmark the Form or the website it is on. You agree that SHDS and its Affiliates liability with respect to the Form and delivery of records requested through
the Form, including but not limited to associated billing and collection, whether based on an action or claim in
contract, equity, negligence, tort, or otherwise for all events, acts, or omissions under this Agreement shall not
exceed the fees paid or payable for the records you have requested in the instance giving rise to such liability. IN
NO EVENT WILL SHDS OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, REGARDLESS OF
WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,
HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO
DAMAGES ARISING FROM A SHDSS GROSS NEGLIGENCE OR WILFULL MISCONDUCT. Should any dispute, claim or cause of action arise between you, your principals, your agents or SHDS, then you
agree to attend mediation in Atlanta, Fulton County, Georgia. You further agree to engage in the mediation in good
faith and that the mediation shall be a pre-requisite toward pursing any action for arbitration or litigation as set
forth in this Agreement. Should any dispute, claim or cause of action not be settled in the mandatory mediation set
forth in this Agreement, then you, your principals, your agents and SHDS all agree to arbitrate the dispute, claim
or cause of action. You, your principals, your agents and SHDS agree to resolve any dispute, claim or cause of
action through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules
and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Atlanta, Fulton
County, Georgia. The AAA rules will govern payment of all arbitration fees and attorneys' fees. You and SHDS
may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member
in a class, consolidated, or representative action. Should you not proceed with arbitration and elect to file a
lawsuit, you acknowledge that the obligation to mediate and arbitrate are conditions precedent to the filing of any
lawsuit under this Agreement which would subject your claims to dismissal. You hereby irrevocably waive, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. This Agreement shall be construed under and governed by the laws of the State of Georgia, USA, excluding its
conflict- of-laws principles. The parties agree to bring any legal proceedings arising under this Agreement in a
state or federal court of competent jurisdiction within the State of Georgia, USA, excluding its conflict-of-laws
principles. YOU, YOUR COMPANY, YOUR EMPLOYER, YOUR AGENTS AND/OR ANYONE YOU REPRESENT,
EXPRESSLY CONSENT TO PERSONAL JURISDICTION IN ATLANTA, FULTON COUNTY, GEORGIA. This Agreement constitutes the entire Agreement between you and SHDS. This Agreement cannot be assigned
by you without the prior express written consent of SHDS. SHDS, including any of its parents, subsidiaries,
agents, officers or directors, can assign its interest in this Agreement at any time without notice. This Agreement
governs your relationship with SHDS and its Affiliates, as well as the relationship of anyone whom you represent
or serve as an agent for and SHDS and its Affiliates. Should any term or condition in this Agreement be found by a
court of competent jurisdiction to be unenforceable, the unenforceable provision shall be severed from this
Agreement and the remainder of this Agreement shall remain binding. SHDS may cancel this Agreement at any
time and for any reason. By agreeing to these terms and conditions, you agree to accept these terms on behalf of
yourself as well as any company or individual you serve as an agent for regarding the requested records. |