QuestLynk Terms of Service Agreement

This Terms of Service Agreement (“Agreement”) forms a contract and agreement between QuestLynk, Inc. (“QuestLynk” or “we” or “us”), the customer who purchased the QuestLynk Services (“Subscriber”) as set forth in one or more Orders, and the user of the Services (“End User”).

If Subscriber is a natural person, Subscriber affirms that they are either more than 18 years of age or have reached the age of legal majority in Subscriber’s jurisdiction of residence, and if Subscriber is a legal entity, that the natural person accepting the Agreement possesses the requisite authority to enter into this Agreement on behalf of such legal entity. Subscriber further represents that they are not a competitor of QuestLynk, nor do they represent, directly or indirectly, a competitor of QuestLynk.

BY USING THE SITE OR SERVICES, THE SUBSCRIBER AND END USER AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. ANY SUBSCRIBER OR END USER WHO DOES NOT AGREE WITH THESE TERMS SHOULD NOT USE THE SITE OR SERVICES!

SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND

1.1. Definitions

“Account” means a digital space within QuestLynk Sites and Services created and maintained by the Subscriber and/or End User.

“Billing Period” means the period for which you agree to prepay fees under an Order, which will be the same as or shorter than the Subscription Term specified in the Order. For example, if you subscribe to the Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” means all information, whether oral or written, electronic or other form or media, that could reasonably be understood to be confidential given the nature of the information or circumstances surrounding the disclosure. Confidential Information includes but is not limited to information relating to a party’s software or hardware, computer programs, source code, API data files, documentation, specifications, databases, system design, and development methods, as well as information relating to the party’s past, present, and future business, financial, commercial, and marketing information and plans, trade secrets, intellectual property, ideas, inventions, discoveries, processes, know-how, financials and financial forecasts and projections, product plans, designs, technical data and information, formulae, analyses, products, equipment, product roadmaps, prototypes, samples, designs, data sheets, schematics, configurations, specifications, techniques, draws, customer lists, business processes and any other data or information disclosed, whether orally, visually, or in writing. QuestLynk considers the source and object code, processes, algorithms, methods, and related know-how and residual knowledge developed, created, or used by QuestLynk or its agents in connection with the performance of the QuestLynk Service, including, without limitation, any software products, processing platforms or other tools named in the Order, and any documentation relating to it, including any modifications, enhancements, new versions, or derivative works thereof, and all trade secrets, copyrights, patents, and other intellectual and proprietary rights therein as QuestLynk’s Confidential Information. Confidential Information shall not include data or information which (i) is or becomes part of the public domain without breach of any obligation of confidentiality, as evidenced by the Receiving Party’s written records; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without any obligation of confidentiality, as evidenced by the Receiving Party’s written records; (iii) is received from a third party without any obligation of confidentiality; (iv) is disclosed after written approval of the Disclosing Party; or (v) was independently developed by the Receiving Party without recourse or use of the Confidential Information disclosed under this Agreement as demonstrated by written records.

“Dispute” means any claim, conflict, controversy, or disagreement between the parties arising out of, or related in any way to, the Agreement (or any Terms, supplement, or amendment contemplated by this Agreement), including, without limitation, any action in tort, contract, or otherwise, at equity or law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation, or enforcement of this Agreement or any Terms contemplated by the Agreement.

“Data” means all of Subscriber’s and Subscriber’s End User’s data and information, in any form or media, (i) submitted to QuestLynk by Subscriber or Subscriber’s End User or on Subscriber’s or Subscriber’s End User’s behalf, (ii) generated by the QuestLynk Services specifically in response to such data and information, or (iii) captured by the QuestLynk Service regarding data or information supplied by Subscriber or Subscriber’s End User.

“Documentation” means user documentation, in all forms, relating to the QuestLynk Services (e.g., user manuals, online help files, training materials, presentations, videos, etc.).

“End User” is an individual authorized by Subscriber and QuestLynk to access the QuestLynk Services and may include, for example, Subscriber’s employees, agents, and third parties with whom Subscriber transacts business. The End User must be 18 years of age or older to use the Services. If the End User uses the Services on behalf of a Subscriber, then they represent and warrant that (a) they are an authorized representative of the entity with the authority to bind the entity to the Agreement, and (b) they agree to this Agreement on the entity’s behalf. By using the Services, the End User represents and warrants that they meet these requirements.

“Free Services” means the Service or other products or features made available by QuestLynk to Subscriber on an unpaid trial or free basis. QuestLynk is under no obligation to provide Free Services. If QuestLynk does offer Free Services, QuestLynk has, in its sole discretion, the unilateral right to suspend access to Free Services for any Subscriber or End User at any time.

“Healthcare Provider” means any Healthcare Provider, Covered Entity, Health Plan, Healthcare Clearinghouse, or Business Associate, as defined by the Health Insurance Portability and Accountability Act of 1996, or any authorized third party with access to PHI.

“Material Breach” means any breach of this Agreement upon the occurrence of which a reasonable person in the position of the non-breaching party would wish to terminate this Agreement because of that breach immediately.

“Order” or “Order Form” means the QuestLynk-approved form or online subscription process by which you agree to subscribe to the Services and/or purchase Consulting Services. Most Orders are completed through our online payment process or in-application purchase by entering a payment method. An Order may be referred to as a “Statement of Work” if you only purchase Consulting Services.

“Party” or “Parties” means the customer who purchased the QuestLynk Services (“Subscriber”) and QuestLynk Inc. (“QuestLynk”).

“Protected Health Information” or “PHI” means personal health information defined and protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). PHI is defined as personally identifiable information about an individual’s past, present, or future physical or mental health or condition of a patient, the provision of health care to an individual, or the past, present, or future payment for such care.

“Services” means cloud-based document retrieval and management platforms that enable the Subscriber and End User to create and manage their workflows and business tasks, including, but not limited to, the facilitation of record release requests for PHI and any other services or products that we may offer from time to time. It includes all of our web-based applications, tools, and platforms that you have subscribed to by an Order or that we otherwise make available to Subscriber, and are developed, operated, and maintained by QuestLynk, accessible via http://questlynk.com or another designated URL, and any ancillary products and services that we provide to you.

“Site” means the Websites bearing the URLs www.questlynk.com, app.questlynk.com, and legal.questlynk.com, collectively, as well as any other Sites owned or operated by QuestLynk under the QuestLynk brand.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Subscription Term” means the initial term of your subscription to the applicable Service, as specified on an Order, and each subsequent renewal term (if any). For Free Services, if offered, the Subscription Term will be the period during which Subscriber has an account to access the Free Services.

“Us,” “we,” “our,” and/or “QuestLynk” mean QuestLynk, Inc., a corporation.

“You,” “Your,” or “User” means the Subscriber and/or End User of the Site and Services.

1.2. Agreement to be Bound

The Agreement and the relevant information on this Site, including any features and services available, such as RSS feeds, podcasts, videos and photographs, publications, and other materials, are subject to the terms set forth herein. Please read them carefully, as any use of the Site or Services constitutes an agreement, without acceptance, to be bound thereby by the Subscriber and End User. By using the Site or Services, you represent that you are at least eighteen (18) years old, have read and understand the Agreement, and agree to be bound by the Agreement.

SECTION II: GENERAL PROVISIONS

2.1. About Us

QuestLynk provides an online resource for individuals, personal representatives, healthcare providers, attorneys, and authorized third parties to request and receive PHI and otherwise facilitate the exchange of PHI between parties authorized to release and receive such PHI.

2.2. Right to Modify

We reserve the right, in our sole discretion, to change, modify, add, or remove any portion of the Agreement, in whole or in part, at any time, by posting revised terms on our Site. Notification may also be sent via email to the Subscriber. The Subscriber should review the Agreement periodically for changes. Such changes shall be effective immediately upon posting. Your continued use of the Site or Services following the posting of changes to the Agreement will mean you accept those changes.

2.3. Compliance with Applicable Laws and Regulations

Use of the Site and Services is subject to compliance with all applicable laws and regulations. By using the Site or Services, you represent that you are not barred from using the Site or Services under the laws of any applicable jurisdiction. QuestLynk reserves the right to suspend or terminate your use of the Site or Services if we find that you are not complying with the Agreement or any applicable law or regulation.

2.4. Privacy Policy

Your privacy is important to us. The QuestLynk Privacy Policy is incorporated into the Agreement by this reference. Please read the Privacy Policy carefully for information on how we collect, use, and disclose personally identifiable information from our users. By using the Site or Services, you agree to the terms of the Privacy Policy and acknowledge that you have read it.

SECTION III: SERVICE TERMS

3.1. Service Access

QuestLynk will provide access to the Services under the terms of this Agreement. QuestLynk will use reasonable efforts to make the Services available to Subscriber and End Users 24 hours a day, 7 days a week, except for planned downtime or any unavailability caused by circumstances beyond QuestLynk’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-QuestLynk Application, or denial of service attack. QuestLynk will provide the Services in accordance with laws applicable to QuestLynk's provision of the Services to its customers generally (i.e., without regard to your particular use of the Services) and subject to Subscriber’s use of the Services in accordance with this Agreement, the Documentation, and the applicable Order.

3.2. Service Levels

The Services are designed to provide Subscribers with the ability to request and receive PHI in a secure manner, and access various tools and features related to document retrieval and management. Subscribers can manage their workflows and business tasks, including, but not limited to, the facilitation of record release requests for PHI. QuestLynk does not guarantee the accuracy, completeness, or timeliness of any information received via the Services and is not responsible for any decisions made based on such information. Subscriber is solely responsible for its use of the Services and any decisions made or actions taken based on the information obtained through the Services.

3.3. Fees and Payment

Subscriber agrees to pay all fees specified in the Order. Except as otherwise specified herein or in an Order, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term. Subscriber will provide QuestLynk with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to QuestLynk. If Subscriber provides credit card information to QuestLynk, Subscriber authorizes QuestLynk to charge such credit card for all Services listed in the Order for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 3.4. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. If the Order specifies that payment will be by a method other than a credit card, QuestLynk will invoice Subscriber in advance and otherwise per the relevant Order. Unless otherwise stated in the Order, invoiced charges are due net 30 days from the invoice date. Subscriber is responsible for providing complete and accurate billing and contact information to QuestLynk and notifying QuestLynk of any changes to such information.

3.4. Subscription Term and Renewal

The Subscription Term shall be as specified in the applicable Order. Except as otherwise specified in the Order, subscriptions will automatically renew for additional one-year terms unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current Subscription Term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless QuestLynk has given Subscriber written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior Subscription Term, unless the pricing in the prior term was designated in the relevant Order as promotional or one-time.

3.5. Termination

3.5.1. Termination for Cause

Either party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

3.5.2. Termination for Convenience

Subscriber may terminate this Agreement at any time upon thirty (30) days' written notice to QuestLynk, provided, however, that Subscriber will not be entitled to any refund of fees paid to QuestLynk.

3.5.3. Effects of Termination

Upon termination of this Agreement for any reason, (i) any amounts owed to QuestLynk under this Agreement before such termination will be immediately due and payable, (ii) all licensed rights granted in this Agreement will immediately cease to exist, and (iii) Subscriber must promptly discontinue all use of the Services, erase all copies of the Documentation from Subscriber’s computers, and return or destroy all copies of the Documentation on tangible media in Subscriber’s possession or control.

3.5.4. Survival

Sections 1.1 (Definitions), 3.5 (Termination), 4 (Confidentiality), 5.2 (Disclaimer of Warranties), 5.3 (Indemnification), 5.4 (Limitation of Liability), 6 (Dispute Resolution), and 7 (Miscellaneous) will survive any termination or expiration of this Agreement.

SECTION IV: CONFIDENTIALITY

4.1. Confidential Information

4.1.1. Protection of Confidential Information

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its proprietary and confidential information of like kind (but in no event using less than reasonable care). The receiving party shall (i) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the disclosing party in writing, limit access to Confidential Information of the disclosing party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.

4.1.2. Compelled Disclosure

The receiving party may disclose Confidential Information of the disclosing party if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. If the receiving party is compelled by law to disclose the disclosing party's Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to such Confidential Information.

4.2. Return of Confidential Information

Upon request by the disclosing party made within 30 days after the effective date of termination or expiration of this Agreement, the receiving party will return all Confidential Information of the disclosing party in the receiving party's possession, or certify in writing that such Confidential Information has been destroyed.

SECTION V: WARRANTIES, DISCLAIMER OF WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY

5.1. Warranties

QuestLynk warrants that during the Subscription Term, (i) this Agreement, the Order, and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Subscriber Data, (ii) QuestLynk will not materially decrease the overall security of the Services, and (iii) the Services will perform materially in accordance with the applicable Documentation.

5.2. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. QuestLynk SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5.3. Indemnification

Subscriber will indemnify, defend, and hold harmless QuestLynk, its officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) Subscriber's use of the Services in violation of this Agreement, (ii) Subscriber's violation of any applicable law or regulation, (iii) Subscriber's infringement or misappropriation of any third-party rights, or (iv) any breach of Subscriber's obligations under this Agreement.

5.4. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SECTION VI: DISPUTE RESOLUTION

6.1. Governing Law

This Agreement and any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles.

6.2. Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, shall be finally settled by binding arbitration. The arbitration shall be conducted by a single arbitrator under the rules of the American Arbitration Association. The place of arbitration shall be [City, State], and the language of the arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

6.3. Injunctive Relief

Nothing in this Agreement shall prevent either party from seeking injunctive relief in any court of competent jurisdiction to prevent irreparable harm.

SECTION VII: MISCELLANEOUS

7.1. Entire Agreement

This Agreement, together with any Orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

7.2. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

7.3. Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Orders), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

7.4. No Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

7.5. Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any right under this Agreement shall be effective unless in writing and signed by the party to be charged.

7.6. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.

7.7. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a payment obligation) if the delay or failure is due to events which are beyond the reasonable control of such party, including any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.