LICENSE AND USAGE AGREEMENT

The Wellpath ERMA Software Application and Web Portal is comprised of a web site and its associated software, hardware & services and is operated by Wellpath, LLC.

The ERMA Software and its associated services are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Software and its associated services constitutes your agreement to all such terms, conditions, and notices. If, at any time, you do not accept the Agreement, in whole or in part, you may not use or continue to use the site. You agree that Wellpath may revise the Agreement.If a revision is made, Wellpath will notify you andposti the revised Agreement on the Site. Continued use of the Site after any such changes shall constitute your consent to such changes.

You agree to familiarize yourself with the Terms of Use and other terms and guidelines found throughout the ERMA web site and abide by them if you choose to use the Site, pages or services to which they apply.

SERVICES

This Site is intended to provide health care practitioners working in the correctional setting with a tool for preparing medical records as well as the ability for practitioners to store and access medical records electronically. Each User acknowledges that this website is not intended as a "paperless" substitute for printed office files and records, and each User accepts the sole responsibility for printing and maintaining paper copies of its records and synchronizing and/or updating its files and records with respect to information stored on this website. Each User acknowledges that, like all websites, this website may experience periodic and unexpected loss of services or slowdowns in response time and agrees that Wellpath ERMA shall not be held liable for loss, damage or injury sustained as a result thereof.


SUBSCRIPTION AND MEMBERSHIP

Wellpath shall have no responsibility to provide any equipment, access to the World Wide Web, or any other products or services. In consideration of the use of the website, each User agrees to provide current, complete and accurate information about the User and/or the User's organization as requested from time to time, and to maintain and update such registration information and data as necessary to keep it current, complete and accurate.

TERM & TERMINATION

Term: The term of this Agreement will begin on the date you successfully register with the Site and shall remain in effect until it is terminated by either party, subject to the terms and conditions herein.

Termination: Either party may terminate this Agreement immediately in the event of default by the other party. You may terminate this Agreement for convenience at any time upon written notice to the Site. ERMA reserves the right, in its sole discretion, to terminate your access to the ERMA Web Site and the related services or any portion thereof at any time, without notice. Upon any expiration or termination of this Agreement, you shall immediately discontinue the use of the Site and its Services, and remove any Patient Data or Practice Data stored by you in the ERMA Data Facilities.

LEGAL REQUIREMENTS

Use and disclosure of health information and patient records ("health information") is subject to extensive United States Federal and state regulation, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). You agree to comply at all times with the respective obligations under HIPAA, all regulations promulgated there under from time to time and all other applicable Federal and state laws and regulations. While ERMA provides an infrastructure for efficient storage, retrieval and distribution of health information, making medical and/or legal determinations on disclosure, sharing and distribution of information is solely the responsibility of User and its advisors.

You may from time to time wish to share health information with insurance companies, HMOs, other health care providers, and laboratories. It is your responsibility to comply with HIPAA and all other applicable laws in connection with such sharing. Without limitation, you understand that written patient consent to disclose or release health information is required in some or all circumstances prior to disclosure or release of health information.

ACCESS

Access to health information and patient records will be strictly controlled by passwords, issued to individual practitioners employed by User. It is the responsibility of each practitioner to maintain secrecy of passwords, and other security measures at all times to prevent unauthorized use and access. Access may further be restricted to specific equipment or sites as required by the User or Wellpath.

USER CONDUCT

As a condition of your use of the ERMA Software and services, you warrant to ERMA that you will not use the ERMA Web Site or services for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

You may not use the software or its associated services in any manner which could damage ERMA, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site or its associated services. You agree not to upload, post, or otherwise transmit through or on this Site any viruses or other harmful, disruptive or destructive files;

You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

You agree not to attempt to decipher, decompile, disassemble or reverse engineer the Software or Services or allow others to do so. You further agree not to modify or create derivative works of the Software or Services. You shall not grant rights to any third party to reproduce, implement, modify, translate, or reverse engineer the ERMA Technology, or otherwise determine or attempt to determine source code for the ERMA Technology or to create derivative works thereof without ERMA written authorization.

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this Site. This Site is controlled and operated in the United States . If you are in a jurisdiction which restricts you from accessing this Site, do not access or use this Site. Wellpath makes no representation that the Site is appropriate or available for use outside the United States.

LICENSE TO USER

ERMA grants User a single, non-exclusive, non-transferable and limited personal license to access and use ERMA as long as complete compliance with the terms and conditions in the Agreement is maintained.

CONFIDENTIAL INFORMATION


You acknowledge that information related to the Software, ERMA Technology and Services, including the method and manner of providing the Services, are confidential information owned by Wellpath ERMA ("ERMA Confidential Information"). You agree to use the ERMA Confidential Information only for the Services Period and solely for the purpose of participating in the Services, and to take all steps reasonably necessary to maintain and protect the ERMA Confidential Information in the strictest confidence for the benefit of ERMA. You agree that it will not, at any time, without the prior written permission of ERMA, disclose the ERMA Confidential Information directly or indirectly to any third person.

ASSIGNMENT

You cannot assign or otherwise transfer, directly or indirectly, by operation of law or otherwise, this Agreement or any of your rights or obligations hereunder without express and written permission from Wellpath ERMA. ERMA reserves the right to suspend or terminate your account if it determines in its sole discretion that you have attempted to make any such assignment or transfer without obtaining permission. ERMA may assign this agreement, in whole or in part, at any time.

INDEPENDENT CONTRACTORS

You agree that no joint venture, partnership, employment, or agency relationship exists between you and ERMA as a result of this agreement or use of the ERMA Web Site or services.

SEVERABILITY

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed invalid and the remainder of the agreement shall continue in effect.

ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the User and ERMA with respect to the ERMA Web Site and services and such agreements supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and ERMA with respect to the ERMA Web Site and services.

COPYRIGHT AND TRADEMARK NOTICES

All rights reserved. No part of the Site may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, and/or otherwise, without the permission of Wellpath ERMA.

TRADEMARKS. Wellpath ERMA , and other names of Wellpath products and/or services referenced herein are trademarks or registered trademarks of Wellpath, LLC. The names of actual companies and products mentioned on the ERMA Web Site may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Pursuant to 17 U.S.C. 230, as amended by Title II of the Digital Millennium Copyright Act, you agree to send all notices of alleged or claimed infringement to:

Kip Hallman, President

Wellpath, LLC

1283 Murfreesboro Pike, Suite 500

Nashville, TN 37217