Ancillary Advantage, Inc. (“Ancillary”) provides MyAncillary®, a software as a service ("SaaS") practice management system (the "Service"), to Practice (“Practice”) subject to the following Terms of Use Statement (“Terms”) and the SaaS Subscription Agreement entered into between Ancillary and Practice. MyAncillary maintains Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”). Ancillary provides these Terms to define the scope of responsibility of every user granted access.

Ancillary reserves the right to make changes to Service and to modify the Terms at any time. Therefore, you should check these policies frequently to review the then-current policies because they are binding on you.

By accessing this service, you agree to these Terms. If you do not agree to these terms, please logout.

TERMS OF USE

Ancillary offers Service as an online software service to assist orthopaedic and sports medicine physician practices in the management of their ancillary practice programs. Service includes inventory management, product ordering, revenue management, and reporting.

The information contained in Service is not intended as medical advice and should not be used for diagnosis.

COPYRIGHT AND TRADEMARK INFORMATION

© 2018 Ancillary Advantage, Inc. All Rights Reserved.

All content included in Service, such as text, graphics, logos, button icons, images, digital downloads, and software is the property of Ancillary or its content suppliers, and is protected by copyright laws. The compilation of all content within Service is the exclusive property of Ancillary and is protected by copyright laws. All software used within Service is the property of Ancillary or its software suppliers and protected by copyright laws.

"Ancillary Advantage" and "MyAncillary" are registered trademarks of Ancillary. All other brands and names are the property of their respective owners.

LICENSE FOR PRACTICE USE OF SERVICE

Ancillary grants Practice a limited, revocable and nonexclusive license to access and make use of Service, and not to download (other than page caching) or modify it, or any portion of it, except with the express written consent of Ancillary. Service or any portion of Service may not be reproduced, duplicated, copied, sold, visited or otherwise exploited for commercial purposes without the express written consent of Ancillary. You may not utilize framing to enclose any trademark, logo or other proprietary information contained within Service without express written consent. You may not use any meta tags or any other "hidden text" utilizing Ancillary's name or trademarks without our express written consent. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Service so long as the link does not portray Ancillary, its affiliates or its services in a false, misleading, derogatory or otherwise offensive manner.

Use of Site. Practice agrees to use Service only for lawful purposes, and you acknowledge that your failure to do so may subject you to civil or criminal liability. You are responsible for ensuring that any materials you post to Service does not violate the copyright, trademark, trade secret or other personal or proprietary rights of any third party. You agree not to disrupt, modify, or interfere with Service or its associated software, hardware and servers in any way and you agree not to impede or interfere with others' use of Service. You further agree not to alter or tamper with any information or materials on or associated with Service.

Practice recognizes the right of the patient to privacy and acknowledges the need of caregivers for adequate information to perform clinical analysis. Practice recognizes the confidentiality of patient specific diagnosis and outcome information as well as physician specific practice data.

Practice will complete a MyAncillary User Authorization Form (“Form”) for each authorized user and may submit a new Form to change the authorized users’ granted access as deemed necessary. Practice understands that each authorized user is required to log on with an individually assigned login ID and password, and each authorized user will not share his/her login ID or password with any other authorized user, third party, or company. Lost or forgotten passwords will not be replaced or provided to the authorized user by telephone or fax. A request must be submitted to the Help Desk to support@myancillary.zendesk.com requesting login information.

Practice agrees to not attempt access another Practice’s database without expressed written consent from the respective Practice.

Ownership. Practice acknowledges and agrees that Ancillary is the sole and exclusive owner of all right, title and interest to Service. Ancillary acknowledges and agrees that Practice is the sole and exclusive owner of Practice's data. In the event of termination of the Service, upon written request of Practice, Ancillary shall delete all of Practice's data from Service and shall provide Practice with a copy of the data in a flat file format.

Responsibility for Authorized Users. Practice hereby accepts responsibility for the acts and omissions of all Authorized Users as if Practice engaged in such acts and omissions.

Any unauthorized use terminates the permission or license granted Ancillary.

WEB SITE LINKS

Service may provide links or references to other sites. Ancillary cannot be held responsible for information, products or services obtained on such other sites and will not be liable for any damages arising from access to such sites. Any links to other sites are provided merely as a convenience to the users of this web site and any inclusion of such links in this web site does not imply an endorsement or warranty of the linked sites or their content, products or services. Users are cautioned that linked sites are governed by their own use and privacy policies, so users linking to such sites should make sure to visit the appropriate pages of those sites to determine what policies will apply.

WARRANTIES AND WARRANTY DISCLAIMER

Ancillary Warranties. Ancillary represents and warrants that: (a) it has full right and authority to enter into these Terms; and (b) Service will be operated in a professionally diligent manner.

Disclaimer. EXCEPT AS STATED HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE.

MUTUAL LIMITATION OF LIABILITY

Limitation. EXCEPT FOR PRACTICE'S RESPONSIBILITY FOR AUTHORIZED USERS AND THE INDEMNIFICATION TERMS BELOW, (I) NEITHER PARTY, INCLUDING EACH PARTY'S PARENTS, SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN GENERAL DAMAGES, SUCH AS, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS AND LOST REVENUES ("EXCLUDED DAMAGES"), ARISING OUT OR RESULTING FROM THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES, THE NEGLIGENCE OF EITHER PARTY, AND THE THEORY OF LEGAL LIABILITY; AND (II) IN NO EVENT SHALL EITHER PARTY'S MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID HEREUNDER.

Disclaimer of Actions Caused by and/or Under the Control of Practice and Third Parties. ANCILLARY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM ANCILLARY'S NETWORK AND OTHER PORTIONS OF THE INTERNET OR THE ADMINISTRATION, CONTROL AND MAINTENANCE OF PRACTICE'S NETWORK AND COMPUTERS (THE "PRACTICE NETWORK"). SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES AND THE PRACTICE NETWORK AS PROVIDED AND CONTROLLED BY THIRD PARTIES AND/OR PRACTICE. THE ACTIONS OR INACTIONS OF THIRD PARTIES, PRACTICE, AND THE AUTHORIZED USERS CAN IMPAIR OR DISRUPT PRACTICE'S CONNECTIONS TO THE INTERNET OR PORTIONS THEREOF AND THE TRANSMISSION OF DATA. ACCORDINGLY ANCILLARY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO SUCH EVENTS.

INDEMNITY

Indemnification. Any claim against Ancillary asserting a violation of HIPAA which arises from the Practice's provision of the Data to the Service and/or Ancillary's use of the Data in compliance with all terms and conditions of this Addendum will be handled as follows: Practice (the "indemnifying party") will defend or settle such claim at its sole expense, and indemnify and hold harmless Ancillary (the "indemnified party") from and against any settlements, liabilities, damages, expenses and costs relating to such claim; provided the indemnified party permits the indemnifying party to control the defense or settlement, gives the indemnifying party reasonable access to the indemnified party's documents and personnel necessary to conduct such defense and settlement, and notifies the indemnifying party promptly in writing of the claim (except that failure to give prompt notice shall not relieve a party of its indemnification obligations hereunder unless such failure materially prejudices the defense of such claim). The indemnified party may participate in the indemnifying party's defense and settlement negotiations of any claim at the indemnified party's expense.

Failure to Defend. If the indemnifying party, within ten (10) days after receipt of notice of any such claim, fails to assume the defense thereof, the indemnified party shall, upon further notice to the indemnifying party, have the right to undertake the defense and settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to the settlement or final determination thereof.

APPLICABLE LAWS AND JURISDICTION

By using Service, you agree that this Terms of Use for all purposes shall be governed and construed in accordance with the laws of the State of Texas. This is without regard to principles of conflict of laws and that any action based on or alleging a breach of these provisions must be brought in a state or federal court located in the State of Texas. In addition, you agree to submit to the personal jurisdiction and venue of such courts.

GENERAL

Ancillary may make changes to the information contained within Service at any time. We therefore make no commitment and undertake no obligation to update the information contained herein. Ancillary reserves the right to make changes to Terms at any time, without notice. If any of these provisions shall be deemed invalid, void or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provision.

Updated 08/01/2015