HealthTap Enterprise Premium Services Subscription Agreement

1. HealthTap, Inc. ("HealthTap") will provide the subscription services (for access to software and services hosted by HealthTap) and professional services ("Service" or "Services") identified in one or more Order Schedules signed by the parties, including any exhibits thereto ("Order" or "Orders"). These Order Terms and all Orders (collectively referred to as the "Agreement") represent the parties' entire understanding regarding the Services and shall control over any different or additional terms of any Order or other document. In the event of a conflict between this Agreement and an Order, the terms of this Agreement will control over the terms in the Order unless the Order specifically states that it is intended to modify and override one or more specific terms in this Agreement. Subject to Section 5 of this Agreement, Customer will provide reasonable access to information, documentation, facilities, equipment, hardware and personnel as agreed by the parties from time to time to facilitate HealthTap's performance of the professional services, if any, set forth in the Orders.
2. During the Subscription Term set forth in an Order ("Subscription Term"), HealthTap grants to Customer a nontransferable (except as permitted in Section 13.4), nonexclusive, worldwide right to permit those individuals authorized by Customer ("Covered Users") to access and use the Services and Documentation subject to the terms of this Agreement. Customer acknowledges that each Covered User's use of the Services will be further subject to the Covered User's acceptance of HealthTap's standard terms and conditions for the use of the Services. "Documentation" means any user instructions or other materials that are generally provided by HealthTap in connection with the Services or otherwise made available by HealthTap which describe the features, functionality and/or operation of the Services.

1. HealthTap will provide Customer with general product support for Covered Users by phone, email, or chat during HealthTap's standard support hours. A resource library is also available with product details and frequently asked questions. User support can be found at HealthTap.com/Support. Customer support for billing and other business inquires is offered during normal business hours.
2. Monthly reporting will be made available on data such as Activated Members, utilization, engagement, and satisfaction.

1. Customer may use the Services for its internal business purposes only, and will not sublicense, redistribute, or otherwise allow third parties to use the Services directly or indirectly, whether on a time sharing, remote job entry or service bureau arrangement. Customer may not: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, algorithms of the Services or any software, documentation or data related to or provided with the Services ("Software"); (ii) modify, translate, or create derivative works based on the Services or Software; or copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or Software; (iii) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to HealthTap; or (iv) remove any proprietary notices or labels from the Services or Software, including confidentiality notices or disclaimers. Customer understands and agrees that the Service is not a substitute for health insurance and agrees not to promote or to provide the Service as a substitute benefit for health insurance.
2. Each Order defines specific usage rights and restrictions ("Usage Rights"), and Customer shall adhere to its Usage Rights. Customer will not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with HealthTap's provision of the Services. Customer and HealthTap agree to make reasonable efforts to prevent unauthorized third parties from accessing the Services.

1. Customer acknowledges that HealthTap will retain all right, title and interest in and to the Services and Software, all technology, inventions and pre-existing content incorporated therein, all derivative works, modifications and enhancements thereto and all intellectual property rights in any of the foregoing. Customer acknowledges that HealthTap will retain all right, title and interest to transactional and performance data (but not to Customer Data as defined below) related to use of the Services, which HealthTap may use to improve or personalize the Service and may aggregate and collect in such a way as to not allow identification of Customer, any Covered User or any Customer suppliers or service providers, and use such data for HealthTap's business purposes (including Software use optimization) provided that such use does not reveal the identity of Customer, any Customer employee, agent, contractor, supplier or service provider or specific Software use characteristics identified to Customer, Covered User, supplier or service provider. HealthTap's trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Services and Software are and will remain the exclusive property of HealthTap or its licensors.
2. Customer owns any and all data, information or material provided or originated by Customer or its authorized third parties in the course of using the Services ("Customer Data"). All Customer Data is deemed to be Customer Confidential Information, regardless of marking, pursuant to Section 5 below.
3. If Customer provides input and suggestions regarding problems with or proposed modifications or improvements to the Services ("Feedback"), then Customer hereby grants to HealthTap an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose proprietary or confidential information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information"). Such information includes, without limitation, Customer Data, information related to Customer's login identifiers and credentials for Covered User accounts. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as expressly permitted in this Section 5 or otherwise by written consent of the Disclosing Party) or divulge to any third person any such Confidential Information, except that the Receiving Party may disclose such Confidential Information, in connection with providing the Services, to employees and subcontractors who have agreed in writing to protect the confidentiality thereof in substantially the same manner as the provisions of this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without the use of, reference to, or reliance on any Confidential Information of the Disclosing Party; or (e) is required by law.

1. Customer will pay the fees for the Services as specified in the applicable Order(s). Customer will be billed on a monthly basis only for the number of new members activated in each month. Monthly charges for new members will reflect the current annual price. Subscription for each user added will be active for a period of one year from the initial date of activation. All payments are due within 30 days of the date of HealthTap's invoice. If Customer provided HealthTap with an automated payment method such as a credit card, Customer hereby authorizes HealthTap to charge the fees due to that payment method. If Customer believes that any adjustments to any invoices are necessary, it will give written (including electronic) notice to HealthTap detailing the nature and basis of the requested adjustment within 30 days of receipt of such invoice. Any mutually agreed adjustment will be reflected in a subsequent invoice issued after any such adjustment is determined.
2. Customer will pay any and all applicable federal, state and local sales, use, value added, excise, duty and any other taxes of any nature assessed on the use or consumption of the Services, except to the extent Customer has provided HealthTap with a valid tax exemption or direct pay certificate that exempts Customer from such payment. If Customer is required by any applicable law to deduct or withhold amounts otherwise payable to HealthTap, Customer will pay the required amount to the relevant governmental authority and provide HealthTap with an official receipt or certified copy or other documentation evidencing the payment.

1. The initial term of this Agreement will commence upon the Effective Date specified in the initial Order and (unless otherwise specified in the applicable Order) continue for a period of one (1) year ("Initial Term"). After the Initial Term, this Agreement will be automatically renewed for additional 1-year terms (each, a "Renewal Term" and collectively with the Initial Term, the "Term") unless either party gives written notice of non-renewal to the other party within 90 days prior to the end of the then current term. Pricing for such renewal term will be at HealthTap's then-current rates.
2. Either party may terminate this Agreement (or any Order) upon 30 days' prior notice, if: (i) the other party breaches any material term of this Agreement and fails to cure after a reasonable period not to exceed 30 days following receipt of notice of such breach; or (ii) the other party becomes insolvent or bankruptcy or receivership proceedings are initiated by or against such party which remain undismissed after 60 days.
3. Upon any termination or expiration of this Agreement or any Order, Customer's right to access and use the Services covered by the Agreement or the applicable Order will terminate. Customer acknowledges and agrees that HealthTap has no obligation to retain Customer Data or materials and that HealthTap may irretrievably delete and destroy all such materials 30 days following the termination of the Agreement.
4. If this Agreement or any Order Form is terminated prior to the expiration of the Agreement or Order Form, all amounts payable under this Agreement shall become immediately due, except that, in the event of a termination by Customer under Section 7.3, HealthTap will refund to Customer any prepaid fees covering the remainder of the term in the applicable Order after the effective date of the termination.
5. The following provisions will survive any termination or expiration of the Agreement: Sections 4, 5 and 7 through 13.

1. Each party represents and warrants that it has the right and power to enter into this Agreement, consummate the transactions contemplated hereby, and perform the obligations hereunder; that the execution of this Agreement has been duly authorized by all necessary corporate action on its part; that it is not party to any other agreement inconsistent or in conflict with this Agreement; and that this Agreement is its legal, valid, and binding obligation.
2. HealthTap warrants that (a) the Services will perform substantially in accordance with the Documentation; and (b) neither the Services nor their authorized use by Customer constitutes an infringement or other violation of any intellectual property rights of any third party. Customer warrants that neither Customer Data, nor its storage or use by HealthTap as contemplated in this Agreement will in any way violate any applicable law or regulation or constitute an infringement or other violation of any intellectual property rights of any third party.
3. Except as expressly set forth in this Agreement, (i) HealthTap makes no warranties to Customer or to any third party, whether express, implied, or statutory, regarding or relating to the Services, and (ii) HEALTHTAP HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. CUSTOMER ACKNOWLEDGES THAT NEITHER SUP HEALTHTAP PLIER NOR ITS THIRD-PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. HEALTHTAP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY HEALTHTAP, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS.

1. HealthTap will defend, indemnify and hold harmless (including payment of reasonable attorney's fees) Customer, its corporate affiliates and their respective officers, directors, agents and employees (the "Customer Indemnified Parties") from and against any and all liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees and costs, resulting from third party claims or actions (each a "Claim") made or recovered against them, to the extent arising from an allegation that the Services violate intellectual property rights of any third parties. Notwithstanding any of the foregoing, HealthTap shall have no liability with respect to any Claim to the extent it arises out of or is based upon: (i) Customer Data or its use by HealthTap as contemplated herein; (ii) use of any portion of the Services in combination with any software or services not supplied by HealthTap, if such claim would not have arisen but for such combination; (iii) modification of any portion of the Services other than by HealthTap; or (iv) use of any portion of the Services not in accordance with this Agreement. The foregoing provisions of this Section 8.1 state the entire liability of HealthTap, and the sole remedy of Customer, with respect to any actual or alleged claim of infringement or misappropriation of intellectual property rights.
2. Customer will defend, indemnify and hold harmless (including payment of reasonable attorney's fees) HealthTap, its corporate affiliates and their respective officers, directors, agents and employees (the "HealthTap Indemnified Parties") against all Claims made or recovered against them to the extent arising from (a) Customer's unauthorized use of, or misuse of, the Services; (b) Customer's violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) Customer's violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, including with respect to the Customer Data; or (d) any dispute or issue between Customer and any third party.
3. The obligations of the parties in Sections 9.1 and 9.2 and subject to the following: The HealthTap Indemnified Parties and the Customer Indemnified Parties will notify Customer or HealthTap, respectively, in writing promptly of any Claim or demand, and the indemnitor will have sole control of the defense of any Claim or demand and of all negotiations for its settlement or compromise provided that any settlement or compromise which requires contribution from the Customer Indemnified Parties or the HealthTap Indemnified Parties must be approved by them respectively. The Customer Indemnified Parties and the HealthTap Indemnified Parties will cooperate reasonably at the indemnitor's expense to facilitate the settlement or defense of Claims.

EXCEPT FOR LIABILITY ARISING OUT OF A PARTY'S INDEMNIFICATION OBLIGATIONS, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) HEALTHTAP'S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNTS PAID BY CUSTOMER TO HEALTHTAP UNDER THIS AGREEMENT FOR THE 12 MONTH PERIOD PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Any notice, request or demand must be provided in writing referencing this Agreement and will be deemed to be properly given after deposit with an express courier, with written confirmation of receipt. All notices must be sent to the addresses set forth on the most recent Order (or to another address or person as designated by a party by giving notice pursuant to this Section).

A delay by either party in the performance of its obligations under the Agreement will not be deemed a default of the Agreement to the extent that the delay is attributable to a Force Majeure Event and could not have been prevented by the non-performing party taking reasonable precautions. If a Force Majeure Event prevents or delays performance of Services by HealthTap for more than 30 consecutive days, Customer may terminate the affected part of the Agreement or the entire Agreement without paying termination for convenience charges. The term "Force Majeure Event" means an act of war or terrorism, a riot, civil disorder, or rebellion, a fire, flood, earthquake, or similar act of God or a strike, lockout or similar labor dispute, electrical, internet or telecommunications outage that is beyond the reasonable control of the affected party.

1. Governing Law. Any action, Claim, or dispute related to the Agreement will be governed by California law, excluding its conflicts of law provisions, and controlling U.S. federal law. Each party waives any objections against and expressly agrees to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California. The Uniform Computer Information Transactions Act will not apply to the Agreement.
2. Waiver; Severability. The failure of either party to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect.
3. Entire Agreement. This Agreement, together with the Orders, exclusively and completely states the rights, duties and obligations of the parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions and understandings by or between the parties. This Agreement may only be amended by a written document that is signed by both parties. The parties, by their representatives signing below, agree to the terms of this Agreement and further certify that their respective signatories are duly authorized to execute this Agreement. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect.
4. Relationship of the Parties; Assignment. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between HealthTap and Customer as a result of the Agreement or use of the Services. Neither party may assign, transfer or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld. Notwithstanding the above, either party may assign the Agreement (without obtaining the other party's prior written consent) to any of its respective current or future worldwide divisions, subsidiaries and/or affiliated companies or in connection with a merger or acquisition of such party or a sale of all or substantially all of that party's assets.
5. Headings. The section headings set forth in this Agreement are for convenience only and do not control or affect the meaning or construction of this Agreement or limit in any way the scope or intent of any of the provisions of this Agreement.