This End User License Agreement ("Agreement") is a binding agreement between the end user ("you", "your" or "End User") of the ValereCare software platform ("ValereCare") and Valere Bundled Solutions, LLC ("Valere", "We", "Us" or "Our"). This Agreement governs your use of ValereCare and the website used to access ValereCare and all related documentation. The ValereCare Software is subject to the terms of this Agreement and, if applicable, any Agreements that your employer or the company to which you/your employer are providing services has entered into.

INOV8 Healthcare, LLC, ("INOV8") is referred to herein as a "Group." Each party to this Agreement shall be referred to as a "Party" and collectively, as the "Parties."

BY DOWNLOADING/INSTALLING OR USING VALERECARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; (C) REPRESENT THAT THIS IS BINDING UPON YOU AND ALSO YOUR COMPANY (OR ANOTHER PRINCIPAL FOR WHOM YOU MAY BE AN AGENT) TO THE EXTENT YOU ARE USING THIS FOR YOUR COMPANY (OR PRINCIPAL), AND THAT YOU ARE AUTHORIZED TO SO BIND YOUR COMPANY (OR PRINCIPAL); (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE VALERECARE.

• 1. DEFINITIONS
• 1.1. "End User Data" means data entered or uploaded by you to ValereCare.
• 1.2. "Services" means a web-based software platform with Interactive tools to initiate and monitor a bundled episode of care. This includes the collection of payer, provider, patient, procedure and other data at predefined times. This data may be used within ValereCare or outside of ValereCare with those authorized to utilize the data.
• 1.3. "Group's Clients" means any health care provider (whether an entity or individual) or other third party with which Group contracts related to health care services and in connection therewith requires or desires that the party access ValereCare.


• 2. LICENSE GRANT. ValereCare provides the Services to you pursuant to your employment, contractual, ownership, or patient relationship with Group or a Group Client. ValereCare is proprietary to Valere and you acquire no right to ValereCare or information and data contained in ValereCare, except for the right to use such information and data solely for Group or Group's Client, in accordance with this Agreement. Subject to your compliance with the terms of this Agreement, ValereCare grants you, solely for business use In accordance with this Agreement, a limited, terminable, non-exclusive, non-transferable license to:
• 2.1. use ValereCare solely for business purposes in accordance with this Agreement; and
• 2.2. access and use the Services made available in or otherwise accessible through ValereCare, strictly in accordance with this Agreement.


• 3. LICENSE RESTRICTIONS. You shall not:
• (a) copy the ValereCare Software;
• (b) modify, translate, adapt or otherwise create derivative works or improvements, of the ValereCare Software;
• (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the ValereCare Software or any part thereof;
• (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the ValereCare Software;
• (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, publicly perform or display, transfer or otherwise make available the ValereCare Software or any features or functionality of the ValereCare Software, to any third party for any reason;
• (f) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the ValereCare Software; or,
• (g) upload or introduce any virus or malware to the ValereCare Software.
• (h) permit access to ValereCare by a competitor.
• (i) assist, permit, or authorize any third party entity to perform any of the activities prohibited by this Agreement.
• (j) You are responsible for keeping your account login credentials (user name and password) confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your End User Data. You may also be responsible for any related damages Valere sustains as a result of unauthorized access or use of ValereCare.


• 4. RESERVATION OF RIGHTS. You acknowledge and agree that the ValereCare Software is provided under license to Group, and not sold, to you. You do not acquire any ownership interest in the ValereCare Software under this Agreement or any other rights thereto other than to use the ValereCare Software in accordance with this Agreement, and subject to all terms, conditions and restrictions, under this Agreement. Valere and its licensors and service providers reserve and shall retain each of their entire right, title and interest in and to the ValereCare Software. All rights not specifically granted in this Agreement are reserved by Valere. Valere shall own all rights in any functionality, features, modification or customization of the ValereCare Software.


• 5. COLLECTION AND USE OF VALERECARE INFORMATION. You must provide current, complete, and accurate information when you register to use ValereCare. Although Valere disclaims any legal duty to verify the accuracy of any personal data that you provide to us, if Valere believes that the details you provide are not current, complete and accurate, Valere has the right to refuse you access to ValereCare or any of its resources, and to terminate or suspend your account. You are responsible for keeping your login information confidential and for the use of your account, whether or not such use has been authorized by you. You are prohibited from sharing your password or account with other users. You must immediately notify us of any unauthorized use of your password or your account by contacting us at the email address below. You are solely responsible for the accuracy and completeness of any information that you enter into ValereCare. You acknowledge and agree that Valere is not responsible for any materials or information posted to or otherwise available on ValereCare provided by you or another user, or provided by us relying upon information submitted to us by you or another user. Any reliance on such materials is at your own risk. Furthermore, you agree that you will be responsible for each of the following, as applicable, when accessing ValereCare: (i) entering information into ValereCare accurately and completely; (ii) reporting any errors or suspected errors discovered in the course of accessing ValereCare; and (iii) testing of all critical areas in ValereCare before accessing it.


• 6. PRIVACY. "PHI" has the same meaning as the term "protected health information" as defined in 45 C.F.R. § 160. 103. In your capacity (if any) as an employee, contractor, or owner of Group, you may create, access, use, and disclose PHI in connection with the Services only for the purpose of performing your duties for Group. In your capacity (if any) as an employee, contractor, or owner of a Group Client, you may create, access, use, and disclose PHI only for performing services on behalf of the Group Client consistent with the terms of the underlying agreements between Group and the Group Client. Valere and Group have entered into agreements, including a HIPAA business associate agreement, that govern Valere's obligations with respect to the Services and the PHI of Group Clients. Valere's Privacy Policy also addresses and governs Valere's use of certain types of information.


• 7. UPDATES. ValereCare may from time to time in its sole discretion develop and provide ValereCare Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that ValereCare has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the ValereCare Software and be subject to all terms and conditions of this Agreement.


• 8. THIRD PARTY MATERIALS. The ValereCare Software may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services. You acknowledge and agree that ValereCare is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. ValereCare does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.


• 9. TERM AND TERMINATION
• 9.1. The term of this Agreement is governed by the Group Software Subscription and License Agreement with Valere.
• 9.2. Valere may immediately terminate this Agreement, at its sole discretion, with or without any notice, if you violate any of the terms and conditions of this Agreement.
• 9.3. Upon termination:
• (a) all rights granted to you under this Agreement will also terminate;
• (b) you must cease all use of the ValereCare Software; and
• (c) your access to ValereCare's Software, your account and your End User Data will be terminated.
• 9.4. Termination will not limit any of Valere's rights or remedies at law or in equity.


• 10. DISCLAIMER OF WARRANTIES
• 10.1. VALERECARE SOFTWARE IS PROVIDED TO YOU "AS IS, AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VALERE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND ANY OTHER THIRD PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, VALERE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
• 10.2. WITHOUT LIMITING THE FOREGOING, NEITHER VALERE NOR ANY VALERE CUSTOMER, SUBCONTRACTOR OR THIRD PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE VALERECARE SOFTWARE, OR THE INFORMATION, CONTENT AND MATERIALS OR PRODUCTS INCLUDED THEREON: (II) THAT THE VALERECARE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE VALERECARE SOFTWARE; OR (IV) THAT THE VALERECARE SOFTWARE, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF VALERECARE ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.
• 10.3. You agree that Valere assumes no responsibility for any content you submit, upload, create or make available through the ValereCare Software.
• 10.4. Valere is not liable for the acts or omissions of its contractors, service providers or any other third party.


• 11. LIMITATION OF LIABILITY
• 11.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VALERE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS OR ANY OTHER THIRD PARTY HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
• (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;
• (b) DAMAGES ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR VALERE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
• 11.2. VALERE DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO VALERECARE SOFTWARE, VALERECARE SERVICES, OR ANY RELATED SERVICES. THE OPERATION OF THE VALERECARE SOFTWARE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF VALERE.
• 11.3. UNDER NO CIRCUMSTANCES SHALL VALERE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE VALERECARE SOFTWARE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE VALERECARE SOFTWARE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO VALERECARE RECORDS, PROGRAMS, OR SERVICES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED THROUGH THE VALERECARE SOFTWARE AND YOU TO THE VALERE SERVICES AVAILABLE THROUGH THE VALERECARE SOFTWARE.


• 12. COPYRIGHT AND CONFIDENTIALITY. You acknowledge that ValereCare, the process and technologies included therein, as well as any other information or materials made available to you by Valere are valuable assets, trade secrets, and/or copyrighted material of Valere or its Third Party Licensors and that Valere or its Third Party Licensors retains title to this confidential Information. You shall not use any of Valere's confidential information for any purpose other than in connection with your use of ValereCare. You recognize that irreparable injury would result to Valere In the event of your failure to comply with any of the terms of this Section 12, and that the full amount of the damages that would be incurred by Valere as a result of any such breach would be difficult to ascertain. Accordingly, you hereby agree that, in the event of any such breach, threatened breach, Valere shall be entitled to seek appropriate injunctive relief, in addition to other remedies and causes of action available to Valere, without the need to post bond or prove the inadequacy of monetary damages.


• 13. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Valere and its officers, directors, employees, agents, affiliates, service providers, third parties, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the ValereCare Software or your breach of this Agreement.


• 14. GOVERNING LAW. This Agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the ValereCare Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in Guilford County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.


• 15. MODIFICATIONS. This Agreement is subject to change from time to time. Valere will post on ValereCare or its website, or otherwise send you, a notice of modification and changes will be effective immediately. Therefore, you are advised to review applicable pages of ValereCare and the Valere website regularly, as this will always be the most current Agreement. If you do not agree to the modified Agreement, you should discontinue your use of ValereCare. For information on how to do so, contact us at the email address below. Your continued use of the ValereCare and related services shall constitute your acceptance of the modified Agreement.


• 16. ASSIGNMENT. Valere may assign its rights and delegate its duties under this Agreement in whole or in part at any time, at its sole discretion, and without your consent. You may not assign, sublicense, or otherwise transfer your rights or obligations, in whole or in part, under this Agreement to anyone else.


• 17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and Valere with respect to the ValereCare Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.


• 18. CORRESPONDENCE. Please use the following email for all Valere correspondence: info@valerebundles.com.