Introduction:

MMM Holdings, LLC, has created this internet-accessible health care information portal defined by https://www.Innovamd.com, and all applications or portals related thereto or arising there from, (cumulatively referred to as the "InnovaMD Portal") for the benefit of you and your practice according to the Provider Services Agreement you have with MMM Healthcare, LLC. The purpose of the InnovaMD Portal is to provide a confidential internet accessible tool to assist providers in the provision and coordination of care to their managed care patients.

In order to access and use the InnovaMD Portal, you must agree to comply with the terms of this agreement, ("Agreement"). If you do not agree to comply with the terms of this Agreement, then you are not authorized to use the InnovaMD Portal, and you must not access or otherwise use the InnovaMD Portal, or permit any other persons to do so. Accordingly, in consideration of the covenants, conditions, representations, warranties and restrictions set forth herein, you agree as follows:

1. Portal Usage. Except for the permission granted hereunder, all rights and interests in and to the InnovaMD Portal are expressly reserved by MMM Holdings, LLC, and you agree not to take, or to authorize or permit others to take, any action that will interfere with or diminish any rights, title or interests of MMM Holdings, LLC, in the system.
2. Grant of Permission. MMM Holdings,LLC, hereby grants to you the non-exclusive, revocable right to access the InnovaMD Portal subject to and in accordance with the terms of this Agreement, and such communications media, access controls, policies and procedures, and security mechanisms as may be established from time to time during the term of this Agreement for remote access to and use of the InnovaMD Portal. Each authorized user shall be given a unique password. The sharing of passwords is strictly prohibited, even with others within your office, whether or not listed in the Subscription Agreement. MMM Holdings, LLC allows you to grant limited access to one or more persons (also known as “delegates”) to your InnovaMD Portal. Before granting access to a delegate, user shall agree to the User Access and Confidentiality Agreement provided by MMM Holdings, LLC through the InnovaMD Portal and agree to obligate delegates to abide by the terms and conditions of this Agreement and all federal and local laws and regulations relating to confidentiality of patient information, including without limitation, the provisions of Section 5 of this Agreement. You also agree to assume sole and complete responsibility for any unauthorized use or disclosure of protected health information incurred by the person assigned as delegate of your InnovaMD account.
3. Use Limitations. You agree not to use, or to authorize or permit others to use, the InnovaMD Portal except as expressly authorized in this Agreement. You also agree not to, and not to authorize or permit others to, copy, modify, adapt, sell, license, create derivative works from, or otherwise transfer all or any part of InnovaMD Portal or any user data relating thereto. You further agree that you will not, and will not authorize or permit others to, reverse engineer, reverse assemble, reverse compile, decompile, disassemble, or otherwise translate all or any part of the InnovaMD Portal, nor will you use or authorize or permit others to use any mechanical, electronic or other methods to trace, decompile, disassemble or identify the source code or data model of the system or any part thereof. You shall not assign or transfer any the rights granted hereunder, except as permitted in this Agreement.
4. Inputs. You acknowledge and agree that during the term of this agreement, if you are authorized to input any information into the InnovaMD Portal, or provide MMM Holdings, LLC, or its designee with information to be input into, or otherwise used in conjunction with the InnovaMD Portal, then you agree to assume sole and complete responsibility for the accuracy, completeness, reliability, quality and timeliness of that information, including user names, login, password, and security information, and for promptly reporting to provide MMM Holdings,LLC, any and all errors, omissions and updates to the foregoing (the foregoing information is collectively referred to as the "User Data"). In addition, you agree that you will not, and will not authorize or permit others to, input, import, export or transmit to the InnovaMD Portal any User Data that: (i) constitutes or encourages the commission of a criminal offense, gives rise to civil liability or violates any local, state, federal or international law, statute, ordinance or regulation; (ii) infringes on any InnovaMD Portal or non-party copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is obscene or pornographic, sexually explicit or contains child pornography; (v) violates any laws regarding confidentiality of patient-related information; (iv) constitutes unfair competition or false advertising; (vii) interferes with, disrupts or otherwise disturbs the colloquy, dialogue, conversations or communications of other users; or (viii) contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
5. Regulatory Compliance. You agree at all times during the term of this Agreement, to use the InnovaMD Portal, and to perform its obligations under this Agreement, in compliance with all federal, state and local laws and regulations applicable to the provision of health care services or payment for such services, including in particular, but without limitation, laws relating to confidentiality of patient-related information, and laws governing billing and collecting payments from users and arrangements between providers and sources of referrals of patients, medical services or supplies (collectively "Applicable Laws"). You understand and agree that the information contained within the InnovaMD Portal may be shared with other providers or members, as authorized by you, in accordance with Applicable Laws. Without limiting the foregoing, you agree to assume sole and complete responsibility for ensuring that its use of the InnovaMD Portal and all of its policies and procedures relating thereto, are at all times during the term of this Agreement in compliance with the security and privacy requirements of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and regulations promulgated thereunder, as such laws and regulations may be amended or replaced from time to time, including the standards for the security of individually identifiable health information within the meaning of the regulations proposed by HCFA at 45 C.F.R. Part 162 (the "Security Regulations"), and the standards for the privacy of individually identifiable health information, within the meaning of the final regulations published by HCFA at 45 C.F.R. Part 164 (the "Privacy Regulations"). Violations maybe subject to civil and/or criminal liability and penalties under State and Federal laws. This Section 5 shall expressly remain in effect after termination of this Agreement as it pertains to the confidentiality of patient identifiable information.
6. Term and Termination. This Agreement shall become effective on the date that you indicate your agreement, and shall continue thereafter until terminated as provided herein. Either party may terminate this Agreement in its entirety, or any portion as it may pertain to any particular application, at any time, without cause, upon the provision of notice to the other party. In addition, MMM Holdings, LLC, may immediately terminate this Agreement if you engage in any activity or practice that constitutes a violation of either or both of the Security Regulations, or the Privacy Regulations.
7. DISCLAIMER OF WARRANTIES. MMM HOLDINGS, INC., EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING IN CONNECTION WITH THIS AGREEMENT, OR ITS IMPLEMENTATION, OR ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR UNINTERRUPTED OR ERROR-FREE USE OR OPERATION OF THE SYSTEM. YOU ACKNOWLEDGE THAT THE SYSTEM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
8. LIMITED REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MMM HOLDINGS, INC., SHALL IN NO EVENT BE HELD LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING DAMAGES DERIVED FROM THE LOSS OF EARNINGS, PROFITS OR GOODWILL OR FROM INCREASED EXPENSES OR COSTS, FORESEEABLE OR UNFORESEEABLE), THAT MAY BE INCURRED OR SUFFERED BY YOU OR ANY OTHER PERSON, WHETHER UNDER THE LAWS OF CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AS A RESULT OF THE USE OR INABILITY TO USE THE INNOVAMD PORTAL. THE LIMITATIONS CONTAINED IN THIS SECTION APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY).
9. Assignment. You agree not to assign any of its rights or delegate any of its duties under this Agreement, in whole or in part, by operation of law or otherwise, except with the prior written consent of MMM Holdings, LLC, which consent may not be unreasonably withheld, conditioned or delayed.
10. Interpretation of Agreement. Each party to this Agreement is acting as an independent contractor, and nothing in this Agreement shall create or be construed to create any partnership, joint venture, agency, franchise, sales representative, fiduciary or employment relationship between the parties. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this agreement. You acknowledge that you have read this agreement and understand and agree to be bound by its terms and conditions.