HealthForce Terms of Service

Effective Date: January 1, 2019

This Agreement of Service and our Privacy Policy (together, this "Agreement") describe the terms and conditions on which HealthForce Partners, Inc., a Washington corporation, with offices at 11810 North Creek Parkway N., Suite 105, Bothell, WA 98011 ("HealthForce," "we," "us" or "our") offers you access to MyHealthForce.com or a private labeled website or mobile applicable (however branded) and any related website or service in or to which this Agreement is linked or referenced (collectively, the "Services").

Before accessing and using the Services, please read this Agreement carefully because it is a legal agreement between HealthForce and you.

BY ACCESSING AND USING THE SERVICES, YOU AFFIRM THAT:

• YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
• YOU WILL COMPLY WITH THIS AGREEMENT; AND
• YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO A LEGAL AGREEMENT.

Important Note: Please read carefully the sections titled "DISCLAIMER OF WARRANTIES," "LIMITATIONS OF LIABILITY" and "DISPUTE RESOLUTION." These provisions limit HealthForce's liability to you and affect how disputes are resolved.

If you do not agree to any term of this Agreement, please do not use the Services.

1. CHANGES TO TERMS The Effective Date of this Agreement is set forth at the top of this webpage. As we add new features, we may revise or supplement this Agreement. We will provide you with advance notice of material revisions to this Agreement. We will not make revisions that have a retroactive effect unless we are legally required to do so or to protect other users of the Services. Your continued use of the Services after the Effective Date constitutes your acceptance of this Agreement, as amended. As of the Effective Date, the amended Agreement supersedes all previous versions of or agreements, notices or statements about this Agreement.

2. HEALTHFORCE CONTENT
HealthForce and its licensors retain full and complete title to all information and materials provided on or through or submitted to the Services, including any artwork, graphics, text, video and audio clips, trademarks, logos and other content (collectively, "HealthForce Content"). The name "HealthForce" and the HealthForce Logo, and other trademarks used in the Services are trademarks of HealthForce or its affiliates and may not be used in connection with the products or services of others in any manner that is likely to cause confusion. All other trademarks not owned by HealthForce that appear in the Services are the property of their respective owners.

If you agree to this Agreement, then you may download, print and/or copy HealthForce Content solely for your own personal use.

Except for content that is in the public domain or unless HealthForce provides you with written authorization to do so, you may not:

• Incorporate any HealthForce Content into any other work (such as your own website) or use HealthForce Content in any public or commercial manner;
• Copy, modify, reproduce, adapt, reverse engineer, distribute, frame, republish, upload, display, post, transmit, transfer, license or sell HealthForce Content in any form or by any means; or
• Change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the HealthForce Content.

EXCEPT FOR HEALTHFORCE CONTENT PROVIDED BY HEALTHFORCE OR HEALTHFORCE'S AGENTS, HEALTHFORCE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION ON THE SERVICES OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY ANY THIRD PARTY.

3. USING THE SERVICES
Your Account: You are required to create an account ("Account") to use certain features of the Services. You agree that you will maintain your Account information to ensure that it is always current, complete and accurate. If you provide untrue, incomplete, misleading or inaccurate information, you understand that we have the right to terminate your Account and use of the Services.

You agree to protect the security of your Account. You are responsible for all use of your Account, including your login credentials (i.e., username and password) and activation codes and passwords. HealthForce treats access to the Services through your account credentials as authorized by you. Unauthorized access to password-protected or secure areas is prohibited and may lead to criminal prosecution. Please immediately notify HealthForce using the contact information provided below if you believe that information you provided to us is no longer secure or if you need to deactivate your account or password.

Accessing the Services: You are responsible for the software, hardware and Internet service needed to access and use the Services. If you access and use the Services on your smartphone, tablet or other mobile device ("Mobile Device"), you are solely responsible for any and all data and other fees related to use of the Services through your Mobile Device.

Certain Services may offer text messaging (SMS or MMS) services. Message and data rates may apply. Once you opt-in to receive text messages from us, the frequency of text messages that we send to you depends on your transactions with us. All charges are billed by and payable to your wireless service provider. Please contact your wireless service provider for pricing plans and details. Text message services are provided on an "as is" basis and may not be available in all areas at all times.

By agreeing to receive text messages, you understand and agree that HealthForce may use an automatic dialing system to deliver text messages to you and that your consent to receive text messages is not required as a condition of purchase for any goods or services.

We do not guarantee availability of the Services at all times of the day. HealthForce may from time to time perform upgrades, updates or otherwise make the Services unavailable. To the maximum extent authorized under applicable law, we reserve the right to change, remove, delete, restrict, block access to, or stop providing any or all of the Services at any time and without notice. Except as provided in our customer agreements, HealthForce has no obligation to provide access to or support for the Services.

Restrictions on Your Use of Services: You may use the Services for lawful, non-commercial purposes only.

You agree that you will not (and you agree not to encourage or allow any third party to):

• Breach, test, circumvent (or attempt to breach, test or circumvent) any security, copy protection or rights management feature in the Services or otherwise attempt to gain unauthorized access to the Services, other users' Accounts or HealthForce's computer systems or networks,
• Copy, modify, translate, adapt or otherwise create derivative works or improvements (whether or not patentable) of any part of the Services;
• Decompile, reverse engineer, disassemble or decode the Services or otherwise attempt to derive or gain access to the source code of any part of the Services (unless applicable laws specifically prohibit such restriction);
• Remove, alter or obscure any copyright, trademark or other intellectual property or proprietary notices contained in the Services;
• Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services;
• Use the Services to advertise, buy or sell any products or services;
• Distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer, transmit, stream, broadcast or otherwise make available or exploit any features or functionality of the Services including though time-sharing, use of service bureau or by otherwise making the Services available on a network on which it is accessible by more than one device at any time;
• Reformat or frame any portion of the web pages that are part of the Services without HealthForce's written consent;
• Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services;
• Create an Account under fraudulent pretenses; or
• Collect or store Personal Data (as defined in the Privacy Policy) about any other user without his or her express prior written consent.

4. DISCLAIMER OF WARRANTIES
HealthForce warrants that HealthForce has validly entered into this Agreement and has the legal power to do so. You warrant that you have validly entered into this Agreement and have the legal power to do so.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE HEALTHFORCE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. HealthForce specifically disclaims all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. HealthForce does not warrant that (a) the Services will meet your requirements, (b) operation of the Services will be uninterrupted or virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by HealthForce or its authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

5. LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES
YOU AGREE THAT IN NO EVENT WILL HEALTHFORCE BE LIABLE (i) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF HEALTHFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR (ii) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BODILY INJURY, EMOTIONAL DISTRESS OR DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE SERVICES.

The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law in the jurisdiction of your place of residence. You acknowledge and agree that the above limitations of liability together with the other provisions in this Agreement that limit liability are essential terms and that HealthForce would not be willing to grant you the rights set forth in this Agreement but for your agreement to the above limitations of liability.

6. DISPUTE RESOLUTION
If you have a complaint about the Services, please contact HealthForce via email at customerservice@HealthForcePartners.com.

Except where prohibited by local law, this Agreement is governed by and construed and enforced in accordance with the internal laws of the State of Washington (without giving effect to the principles of conflicts of laws of such state) and is binding on HealthForce and you in the United States and worldwide.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, THE CAUSE OF ACTION IS PERMANENTLY BARRED.

If you are a resident of the US: Any dispute between you and HealthForce and its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates arising from or relating to this Agreement and its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement is subject to the exclusive jurisdiction of the federal and state courts in the Western District of Washington, other than for actions to enforce any order or judgment entered by such courts.

If you are not a resident of the US: If local law requires, you may bring an action against HealthForce in the local courts of your place of domicile and nothing in this Agreement is intended to limit your rights to do so. All disputes arising under this Agreement between you and HealthForce are subject to the non-exclusive jurisdiction of the courts located in your place of domicile and you and HealthForce hereby submits to the personal jurisdiction and venue of these courts.

7. NOTICE TO CALIFORNIA RESIDENTS
BY USING THE SERVICES, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

If the Services are at any time deemed an electronic commercial service (as defined under California Civil Code Section 1789.3), California residents are entitled to the following specific consumer rights information:

The provider of the Services is:

HealthForce Partners, Inc. 11810 North Creek Parkway N. Suite 105 Bothell, WA 98011

If the Services are deemed as electronic commercial service, you may file a complaint regarding the Services or to receive further information regarding use of the Services by sending a letter to the attention of "Legal Department" at the above address.

8. INTERNATIONAL USE
HealthForce's servers and operations are located primarily in the United States and our policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including Submissions and Personal Data) to and in the United States and/or other countries; (ii) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department's list of "Specially Designated Nationals," you are not authorized to access or use the Services; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Services. The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which that would subject HealthForce or its affiliates to any registration requirement within such jurisdiction or country.

9. TERMINATION
You may terminate your Account at any time for any reason effective upon written notice to HealthForce. HealthForce reserves the right immediately to suspend or terminate your account and access to the Services without notice if HealthForce believes you violated this Agreement. HealthForce reserves the right to notify your employer or other users about the termination of your access to the Services.

Termination will not limit any of HealthForce's other rights or remedies. Sections 2, 4, 5, 6 and 17 and any other provision that is by its terms intended to survive termination shall survive termination of this Agreement.

10. DMCA COPYRIGHT NOTICE AND TAKEDOWN POLICY
If you are a copyright owner and you believe your work has been copied and used improperly on the Services, please contact our copyright compliance officer. Pursuant to 17 U.S.C. § 512(c), to be effective, the notification to us must include the following information: (1) physical or electronic signature of a person authorized to act on behalf of the copyright owner; (2) description of the work you claim has been infringed and the description and location of the alleged infringement the Services; (3) your contact information including address, telephone number and e-mail address; (4) a written statement that you have a good faith belief the accused usage is infringing; and (5) a statement by you under penalty of perjury that the information in the notice is accurate and that you are duly authorized to act on behalf of the copyright owner.

Contact us at HealthForce Partners, Inc., 11805 North Creek Parkway N., Suite 105, Bothell, WA 98011, email: customerservice@HealthForcePartners.com.

Please note that under Section 512(f) of the Digital Millennium Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability. If you are unsure whether material on the Services is infringing, we suggest that you contact an attorney prior to sending notice.

11. ADDITIONAL TERMS; LINKS TO OTHER WEBSITES AND SERVICES
Certain features of the Services, such as services offered by business partners, may be subject to additional terms ("Additional Terms") presented in conjunction with them. Regardless of how they are presented to you, you must agree to Additional Terms before using the features of the Services to which they apply. Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into this Agreement. If you do not agree to Additional Terms, then you may not use the Services to which they relate. This Agreement and Additional Terms apply equally but, if any Additional Term is inconsistent with any provision of this Agreement, the Additional Term will prevail for the Services to which the Additional Terms apply.

The Services also may contain links to other websites and services that we think may interest you but that are not our business partners (collectively, "Linked Services"). Linked Services are not under the control of HealthForce and HealthForce is not responsible for Linked Services or for any information or materials on, or any form of transmission received from, any Linked Service. The inclusion of a link does not imply endorsement by HealthForce of the Linked Services or any association with the operators of the Linked Services. HealthForce does not investigate, verify or monitor the Linked Services. HealthForce provides links to Linked Services for your convenience only. You access Linked Services at your own risk.

12. EXPORT REGULATION. Certain Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release those Services to or make them accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

13. US GOVERNMENT RIGHTS. The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. U+00A7 (167)§227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

14. GENERAL TERMS

• This Agreement (i) inures to the benefit of and will be binding upon HealthForce's and you and your successors and assigns, respectively and (ii) may be assigned by HealthForce but you may not assign them without the prior express written consent of HealthForce.
• This Agreement, together with our Privacy Policy, contain the entire understanding by and between HealthForce and you with respect to the matters contained herein.
• If any provision of this Agreement is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.
• If HealthForce fails or you fail to perform any term of this Agreement and you do not enforce the term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
• Nothing contained in this Agreement will be deemed to constitute HealthForce or you as the agent or representative of the other or as joint venturers or partners.
• If HealthForce is or you are prevented from performing or unable to perform any obligation under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such occurrence.
• The headings and captions contained herein are for convenience only.
• This Agreement and all related documentation will be drafted in English. While certain text in this Agreement may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.

QUESTIONS ABOUT THE SERVICES
If you have a question about the Services, please contact HealthForce via email at customerservice@HealthForcePartners.com.

HealthForce Partners, Inc. 11810 North Creek Parkway N. Suite 105 Bothell, WA 98011 (425) 806-5700 customerservice@healthforcepartners.com

© 2019 HealthForce Partners, Inc.