APALY HEALTH INC. – PLATFORM ACCESS AGREEMENT

 09/09/2024

This Platform Access Agreement (this “PAA” or “Agreement”) is a legal contract between your company/business (collectively “you” or “Company”) and us, Apaly Health Inc. (“Apaly” “we, our, us”), and is effective as of the date and time that you click “I Accept” on the Platform. In doing so, you agree to this PAA for your Company, and you represent that you are authorized by the Company to agree to these terms. This PAA controls your use of the Apaly Health Inc. Platform. Our Privacy Policy and Business Associate Agreement (“BAA”) are incorporated herein as Terms of this PAA. Capitalized terms are defined in Section 2.0 – Definitions.

1.0 Introduction.

Apaly is an online B2B marketplace Platform that enables Suppliers of Healthcare Services to offer their services to Consumers of Healthcare Service. The Platform facilitates direct relationships between Suppliers and Consumers and Apaly is not a party to any contractual relationships that may be established between these parties. Apaly is not a Supplier or a Consumer and does not deliver Healthcare Services to anyone.

Examples of Suppliers: Healthcare Providers, Point Solution Vendors. If you are a Supplier, please see Addendum A of this PAA for additional terms that apply to you.

Examples of Consumers: Self-Funded Employers and Insurance Carriers. If you are a Consumer, please see Addendum B of this PAA for additional terms that apply to you.

Consumers of healthcare services may designate other third-parties to manage their account on the Platform as well as activate and manage Solutions for their health plans. These organizations are called Administrators. Apaly does not serve as an Administrator for any Consumers.

Examples of Administrators: Third-party administrators, brokers, coops, associations, service conveners or aggregators, service facilitators and other types of organization that may be granted authorization by Consumer to serve in this manner. If you are an Administrator, please see Addendum C of this PAA for additional terms that apply to you.

All Healthcare Services that are offered on the Platform are done so in the form of Solutions. The companies who offer Solutions on the Platform are called Solution Facilitators. A Solution Facilitator may also be a Supplier, a Consumer, or another company that isn’t a Supplier or a Consumer (see examples below).

Examples of Solution Facilitators: Healthcare Providers, Point Solution Vendors, Third Party Administrators, Brokers, Service Conveners, Aggregators, Associations, and Cooperatives. (if you are a Solution Facilitator, please see Addendum D of this PAA for additional terms that apply to you)

A Solution Facilitator can offer multiple Solutions on the Platform. Each Solution contains its own Solution Specific Terms that are defined by the Solution Facilitator. Suppliers and Consumers can decide for themselves, on a Solution-by-Solution basis, if a Solution’s terms are acceptable, and determine those Solutions (if any) in which they choose to participate. Apaly does not have any control over the Solutions offered by Solution Facilitators or any Solution Specific Terms.

Invoice Factoring is used to facilitate payment for Healthcare Services that are delivered by Suppliers through the Platform. Supplier invoices are either generated within, or submitted to, the Platform, and immediately purchased by Apaly. Apaly submits its own invoice and medical billing claim, to the appropriate Consumer or Consumer’s designee who received the Supplier’s Healthcare Services. Although Apaly factors the invoices for those Healthcare Services that are accessed through the Platform, Apaly is in no way involved in the delivery of any Healthcare Services and is not a money transfer agent.

2.0 Definitions.

2.1 “Account Debtor” means a person or company who owes money on an Account Receivable.

2.2 “Account Receivable” means the money owed to someone under this arrangement. In the case of a Supplier, it refers to their right to receive payment for their fees and charges. Essentially, it’s the entitlement to be paid the money that is owed to each party.

2.3 “Administrator” means a third-party organization that has been authorized by Consumer to administer Consumer’s Platform account and Solutions.

2.4 “Administrative User” means a User that serves as the Company’s designated point of contact with us.

2.5 “Apaly Content” means text, copy, audio, video, and/or photographs made available by Apaly.

2.6 “Apaly Marks” means all names, logos, products or service names, trademarks, service marks, trade dress, or copyrights of Apaly or its licensors.

2.7 “Platform” means our multipurpose online B2B platform that enables relationships between the parties who offer and receive the Healthcare Services offered on the Platform’s marketplace.

2.8 “Apaly Terms of Use” means the terms and conditions that govern the use of and access to the Platform by Users and are incorporated by reference herein. Apaly Terms of Use. In the event of any conflict between the Apaly Terms of Use and this PAA, this PAA controls.

2.9 “BAA” means the Business Associate Agreement between Company and us, which is applicable if Company is a HIPAA-covered entity and we are a HIPAA-business associate or Company is a HIPAA-business associate and we are a HIPAA-subcontractor.

2.10 “Collection or Invoice Factoring” is the process where a business sells its accounts receivable (invoices) to a third party, who then has the right to collect the receivable from the original customer.

2.11 “Company Content” means, collectively, Company Information and/or any other content or materials made available through the Platform by or on behalf of Company or Company’s users.

2.12 “Company Information” means any information Company or Company Administrative User provide, publish or post to or through the Platform or send through the Platform in connection with or during Company or Company user’s use of the Platform. Company is the sole owner of Company Information, including all intellectual property rights in such Company Information.

2.13 “Consumer” means those who access Healthcare Services through Solutions on the Platform for the benefit of Plan Members and are responsible to pay for these Healthcare Services.

2.14 “Content” means, collectively, Apaly Content, Company Content, and Third-Party Content.

2.15 “Healthcare Services” are healthcare-related services performed by a Supplier and made available through a Solution on the Platform.

2.16 “Invoice” means any form of electronic data or tangible document that evidence or is intended to evidence an Account Receivable including, but not limited to, medical billing claims.

2.17 “Notice of Assignment” means notice that is delivered by the party to whom an account is due and owing (i.e., either / or both a Company and Apaly) to the entity who is obligated to pay the invoice.

2.18 “Participating Company(ies)” means you and any company making use of the Platform.

2.19 “Personal Information” is user information that identifies or could reasonably be used to identify a User.

2.20 “Plan Member(s)” means individual patients enrolled or covered in a health plan by Consumer.

2.21 “Platform IP” means any and all trademark, copyright, patent, trade secret, and/or other intellectual property rights in the Platform and includes, without limitation, the Apaly Content and Apaly Marks.

2.22 “Privacy Policy” means Apaly’s Privacy Policy available online and on the Platform, which is applicable to the collection, use, and sharing of Personal Information.

2.23 “Proceeds” means (a) whatever is acquired upon the sale, lease, license, exchange, or other disposition of an Account Receivable, (b) whatever is collected on, or distributed on account of, an Account Receivable, (c) rights arising out of Accounts Receivable, (d) to the extent of the value of collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the collateral.

2.24 “Solution(s)” means a program or offering made available on the Platform.

2.25 “Solution Facilitator(s)” means an entity that offers a Solution on the Platform.

2.26 “Solution Specific Terms” means any terms and conditions, contract(s), privacy policy, and/or other terms that a Solution Facilitator requires of a Participating Company or User, as applicable, to agree to in order to participate in a Solution.

2.27 “Supplier(s)” means healthcare providers, vendors, and other service providers that provide Healthcare Services on the Platform, including without limitation, Company.

2.28 “Third-Party Content” means textual, audio, and/or visual content and information, and any other materials submitted by Participating Companies (excluding Company) and by third-party licensors to Apaly.

2.29 “Third-Party Services” means, collectively, any third-party websites, services, and/or links, or any Healthcare Services delivered through the Platform.

2.30 “Third-Party Terms” means, collectively, any terms and conditions applicable to the access or use of any Third-Party Service.

2.31 “Users” means, collectively, any individuals who use the Platform.

3.0 Apaly Services

3.1 Apaly performs the services as defined in Addendum E of this Agreement, as updated from time-to-time at Apaly’s sole discretion.

4.0 Important Notices.

4.1 BY ENTERING INTO THIS PAA, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THE PAA AND ARE AUTHORIZED ON BEHALF OF YOUR COMPANY TO ENGAGE UNDER THE TERMS OF THIS PAA.

4.2 THE PLATFORM IS NOT INTENDED TO DIAGNOSE, TREAT OR PREVENT ILLNESS OR AILMENTS. THE CONTENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR RECOMMENDATIONS OF ANY KIND. YOU SHOULD INSTRUCT YOUR USERS TO ALWAYS SEEK THE ADVICE OF QUALIFIED HEALTHCARE PROFESSIONALS WITH ANY QUESTIONS OR CONCERNS REGARDING INDIVIDUAL NEEDS AND ANY MEDICAL CONDITIONS. WE DO NOT RECOMMEND, ENDORSE, OR MAKE REFERRAL TO ANY SPECIFIC TESTS, PHYSICIANS, PHYSICIAN GROUPS, PRODUCTS, PROCEDURES, DIAGNOSIS, OPINIONS OR OTHER INFORMATION THAT MAY BE INCLUDED ON THE PLATFORM. RELIANCE ON ANY CONTENT APPEARING ON THE PLATFORM, WHETHER PROVIDED BY US, OUR LICENSORS, ANY USERS, IS SOLELY AT YOU AND YOUR USER’S OWN RISK. ANYONE THAT IS EXPERIENCING A MEDICAL EMERGENCY SHOULD BE INSTRUCTED TO DIAL 911.

5.0 Changes to this PAA.

5.1 We may make changes to the PAA from time to time. If we make changes, we will send you an email describing the changes. If we are required to make changes to the PAA by law, the changes will be effective immediately. For any other changes to this PAA, we will provide you with ninety (90) days’ written notice and a copy of the proposed changes. If you do not agree to the changes, you and your Users will stop accessing and using the Platform. Your lack of response within this 90-day period, and continued use after the 90 days, will be deemed as acceptance of the changes.

6.0 Company Content, Information, and Privacy.

6.1 Company Content. Through the course of using the Platform, Company may submit Company Content therein. Any Company Content is the property of the Company. Apaly, at its sole discretion, may remove Company Content immediately if: a) Customer Content is infringing, libelous or otherwise unlawful or tortious material or b) in order to comply with any law, regulation, court order or other governmental request or order which requires immediate action. Apaly expressly disclaims any liability with respect to Company Content. Apaly is not responsible for the use of or access to any Company Content that Company shares on the Platform. Apaly will promptly restore Customer Content as soon as the event giving rise to the suspension has been resolved to Apaly’s reasonable satisfaction.

6.2 Company Information. Company will exercise commercially reasonable efforts to provide and maintain accurate, current and complete Company Information including Company TaxID, NPIs, Location Information and Clinician Information on the Platform. Company gives Apaly a non-exclusive, worldwide, royalty-free, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity and database rights (but no other rights) in Company Information solely for providing the Platform to Company in accordance with this Agreement while this Agreement is in effect, and the foregoing right includes the right to use, copy, perform, display and distribute such Company Information on the Platform but excludes the rights to prepare derivative works of Company Information, provided, that any such sublicense granted shall be pursuant to a written agreement and each sublicense shall be subject to all relevant restrictions and limitations set forth in this Agreement.

7.0 Third-Party Content and Services.

7.1 Third-Party Content. Opinions, advice, statements, offers, or other information or content made available through the Platform, but not made by Apaly, are the property of the authors. The authors are solely responsible for what they share. Under no circumstances will Apaly be responsible for any loss or damage resulting from Third-Party Content. Apaly may remove Third-Party Content at any time without notice.

7.2 Third-Party Services. The Healthcare Services and Solutions on the Platform are provided by Solution Facilitators and Suppliers, and not Apaly. The Solutions, Healthcare Services, and Third-Party Services are not controlled by Apaly. Therefore, Company may be subject to Other Terms or Third-Party Terms when it receives or participates in a Solution or Healthcare Services or accesses or uses other Third-Party Services. Company agrees that the providers of the Third-Party Services are solely responsible for liabilities arising in connection with the access and use of such Third-Party Services, and Solution Facilitators are solely responsible for liabilities arising in connection with the access and use of Solutions, and Suppliers are solely responsible for liabilities arising in connection with Healthcare Services. Apaly does not investigate, monitor or check Solutions, Healthcare Services, or Third-Party Services for accuracy, completeness, and/or quality. Apaly does not endorse Solutions, Healthcare Services, or Third-Party Services and in no event will Apaly be responsible or liable for any products or services of third-party providers. Company acknowledges and agrees that Suppliers, Solution Facilitators, and Third-Parties are not agents or employees of Apaly in any way.

8.0 Fees Associated with the Platform

8.1 Apaly Fees. Apaly charges for the use of the Platform (“Platform Fees”). Platform Fees may be paid by Supplier, Consumer, or Solution Facilitators. The determination of who pays the Platform Fee, and the amount of Platform Fee, is determined within each Solution. Platform Fees may be changed at any time; provided that if a Platform Fee is changed it will only apply to the Participating Companies that sign up for the affected Solution after the new Platform Fees are implemented.

8.2 TPA Fees. TPAs can decide to charge an administrative fee for their administration of the Solutions they activate for their clients (“TPA Fee”). The TPA Fee, if there is one, will be shown in the Solution Specific Terms or through separate agreement.

8.3 Broker Fees. Solution Facilitators can decide to charge a Broker fee to compensate Brokers for selling and supporting the Solution to clients (“Broker Fee”). The Broker Fee, if there is one, will be shown in the Solution Specific Terms or through a separate agreement.

8.4 Solution Facilitator Fees. Solution Facilitators can decide to charge an administrative fee for their administration of the Solutions that they created and operate on the Platform (“Solution Fees”). The Solution Fee, if there is one, will be shown in the Solution.

8.5 Supplier Fees. Suppliers charge a fee for the Healthcare Services that are delivered through certain Solutions on the Platform (collectively, “Supplier Fees”). Supplier Fees may be available on the Platform and are subject to change at any time, at Supplier’s discretion.

8.6 APALY DOES NOT DECIDE SUPPLIER FEES, TPA FEES, BROKER FEES, OR SOLUTION FEES. THESE FEES ARE SOLELY CONTROLLED BY SUPPLIERS, TPA’S, BROKERS, AND SOLUTION FACILITATORS.

9.0 Collection or Invoice Factoring.

9.1 True Sale and Assignment of Accounts Receivable Pursuant to The Collection Factoring Facilities. In exchange for the services offered by Apaly to a Supplier, Solution Facilitator, or Consumer, including the payment services under the Collection Factoring facility, each Account Receivable will be sold to Apaly as follows: Each Supplier or Solution Facilitator agrees to sell and transfer all rights, ownership and claims in their Accounts Receivable to Apaly as a Collection Factoring facility. This includes all rights and ownership in all monetary obligations related to Healthcare Services provided to Consumers through a Solution on the Platform, all with any proceeds from those services.

9.2 In the event that Apaly holds any funds (including Account Receivables) received from a Consumer for Healthcare Services performed by Company (“Funds”), these Funds will be held separately from and shall not be used or connected with Apaly’s operational expenses.

9.3 In the event Company is not paid by Apaly within 90 days from the date that funds are received by Apaly from Consumer, and upon Supplier’s demand, Apaly will re-transfer all rights, ownership and claims in that specific unpaid Account Receivable back to the Company following the expiration of the ninety (90) day period. This includes all rights and ownership in those monetary and nonmonetary obligations related to the specific Healthcare Services for which the unpaid obligation is related. Any UCC-1s or other security instruments filed must be promptly revised to reflect this re-transfer.

9.4 Invoices.

9.4.1 If Company is a Supplier, it will either a) submit to the Platform its own invoice, or b) authorize Apaly to create an Invoice on the Platform on Supplier’s behalf, for Supplier’s charges related to the Healthcare Services that were delivered by Supplier to Consumer through the Platform (either option a or b to be determined by Apaly). The Invoice will show the name of the entity responsible for payment and clearly state that the account has been sold and payment should be made to Apaly.

9.4.2 If Company charges any fees on the Platform, it will authorize Apaly to create an Invoice on the Platform on its behalf. The Invoice will show the name of the entity responsible for payment and clearly state that the account has been sold and payment should be made to Apaly.

9.5 Payment Terms. When an Invoice is created by or submitted to the Platform, Apaly will pay the Invoice amount to the applicable entity after deducting its fees as described in Section 7.1. This payment will be made on the first of the calendar month following the date Apaly receives full payment of the invoice. If Apaly receives a final payment that is less than the invoice amount, Apaly will reduce payment to the recipient by the difference between the invoice amount and the collected amount, minus Apaly’s fee (“Purchase Price”).

9.6 Notification of Assignment of Accounts Receivable. If any charges related to Healthcare Services that are facilitated through the platform do not fully qualify as an Account Receivable as defined herein, Company irrevocably gives Apaly permission to treat such charges or fees as such and generate Notices of Assignment related to these Healthcare Services. Invoices for outstanding Accounts Receivable must include contact information and instructions for getting direct confirmation of the Invoice from the Company. These instructions will confirm our agreement with the entity and authorize and request Apaly to coordinate automated payment processes for Healthcare Services and other Fees.

9.7 Conditional Security Agreement Provisions. Apaly’s purchase is a true sale of Accounts Receivable making Apaly a Collection Factoring facility. This relationship is not a loan from Apaly to Company or the transmission of funds from Apaly to sellers of Accounts Receivable. Apaly has the right to file an initial UCC-1 financing statement naming the seller of the Accounts Receivable as Debtor with the collateral being all Accounts Receivable and Proceeds reflected in the Invoice. In the event that any tribunal treats this Collection Factoring facility relationship as anything other than a true sale, each party selling their Accounts Receivable to Apaly will be deemed to have granted to Apaly a continuing first priority ownership interest and a senior first priority security interest in the Accounts Receivable.

9.8 Not a Consumer. Apaly is not a Consumer and assumes no responsibility to pay for Healthcare Services under this PAA. All payment responsibility rests with the applicable Consumer. Any transmission of funds by Apaly made in relation to the operation of the Platform will either be considered Purchase Price payments for the sale of the Accounts Receivable, or as funds integral to the sale and collection of healthcare goods and/or services by the entity or person handling the funds.

9.9 Currency Transmission. The parties acknowledge that Apaly does not receive any funds for the purpose of acting as an intermediary to transmit currency. Any funds transmitted in connection with the platform will either qualify as Purchase Price Payments or the transmission of funds only integral to the sale of the Accounts Receivable.

10.0 Term and Termination; Effect; Survival.

10.1 Term. This Agreement is effective as of the date and time Company User clicks “I ACCEPT” and will continue until terminated by Company or Apaly.

10.2 Termination by Company. Company may terminate this Agreement with or without cause at any time upon thirty (30) days’ prior written notice to Apaly.

10.3 Deactivation. Company agrees that Apaly can temporarily suspend access to the Platform, with or without notice to Company, to investigate any suspected deceptive, fraudulent, unsafe, illegal, or reputation damaging activity, or any violation of this PAA by Company (together, a “Suspension”). In the event of a Suspension, Apaly shall continue to pay all fees due and owing under this Agreement by Apaly.

10.4 Immediate Termination. A Party may terminate this Agreement, and in the case of Apaly may permanently deactivate the PAA or Accounts, for material breach of this Agreement by the other Party upon thirty (30) days’ written notice specifying the nature of the breach, if such breach has not been cured within such thirty (30)-day period.

10.5 Effect of Termination and Survival. Once terminated, each party will be responsible for its liabilities or obligations from before or as a result of termination. Once the PAA is terminated, the Company and its Users (including any Plan Members) will no longer access the Platform. Sections 2, 5, 6, 9, and 10-15 will survive any termination or expiration of this PAA.

11.0 Confidentiality; Intellectual Property.

11.1 Confidentiality.

11.1.1 Confidential Information. Apaly and Company (the “Receiving Party”) acknowledge and agree that in the negotiation, execution, or performance of this PAA it may have access to or may be exposed to the Confidential Information of the other party or of other Participating Companies (“Disclosing Party”). “Confidential Information” means all user information, marketing or business plans, business, financial, technical, operational and other, non-public information of a party, in any form, that the Disclosing Party describes as proprietary or confidential or information that the Disclosing Party should reasonably know should be treated as confidential. Confidential Information does not include any information that: (a) was in the Receiving Party’s lawful possession before it was disclosed, (b) that has become public through no fault of the Receiving Party or was lawfully disclosed to the Receiving Party by a third-party, or (c) is independently developed by the Receiving Party without the use of or access to the Confidential Information.

11.1.2 Obligations. Each party acknowledges and agrees that: (a) all Confidential Information will remain the exclusive property of the Disclosing Party; (b) it will not use Confidential Information of the Disclosing Party for any purpose other than as described in this PAA; (c) it will not disclose Confidential Information to any third-party other than to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as reasonably necessary to perform their responsibilities under this PAA. Permitted Persons must be bound in writing to the obligations of confidentiality and non-use of Confidential Information that are no less protective than the terms here; and (d) it will return or destroy all Confidential Information of the Disclosing Party, when the PAA is terminated or at the request of the Disclosing Party, unless needed under applicable law and for internal record-keeping requirements. Either party may share the terms to access or participate in any Healthcare Services or Solutions made available through the Platform, including any contractual agreement entered into between and among Users, Participating Companies, and any third parties, only for its legal obligations and as otherwise reasonably necessary to follow the law and for lawful business purposes.

11.2 Intellectual Property. Subject to the limited licenses granted herein, neither Company nor Apaly acquires any right, title or interest from anyone in or to any intellectual property of the other. Excluding Company Content or any derivatives, all data gathered through the Platform and all Platform IP are and will remain the property of Apaly and/or its licensors. Neither this PAA nor Company’s use of any of the Apaly Marks or the Platform IP gives Company any rights in or related to the Platform IP, or related intellectual property rights, including the Apaly Marks, except for the limited license granted in this PAA.

11.3 Use of Names, Logos, and Trademarks.

11.3.1 Company Marks. During the Term of this PAA, Company will allow Apaly to post its name, logo, business address, address, phone number(s), available services, and service location information on the Platform, provided that anything posted about Company on the Platform must be reviewed and approved by Company. Apaly will use reasonable efforts to make any changes the Company reasonably requests. Use of information by Apaly for solicitation materials must also be reviewed and approved by the Company (not to be unreasonably withheld).

11.3.2 Apaly Marks. Neither party will (a) use, display, or manipulate any of the other party’s Marks for any purpose other than to participate on the Platform; (b) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include other party’s Marks or any substantially similar mark, name, title, or work; (c) use other party’s Marks as social media profile picture or wallpaper; (d) purchase keywords (including, Google AdWords) that contain any of the other party’s Marks; (e) apply to register, reference, use, copy, and/or claim ownership in other party’s Marks, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted herein.

11.4 Remedies. The parties agree and acknowledge that a breach of Sections 10.1 – 10.3 or any other provisions regarding intellectual property, confidentiality, or restrictive covenants may cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to seek immediate equitable relief to enjoin any breach of the foregoing, in addition to any other rights or remedies allowed under applicable law or otherwise.

12.0 Non-Solicitation; Non-Circumvention.

12.1 Excluding then-current customers of Company, Company will not: (a) solicit, approach or enter into any contract for Healthcare Services with a Participating Company or User that Company knows is a Participating Company or User, without the prior written consent of Apaly; or (b) use the Platform or any information on the Platform to circumvent, or attempt to circumvent Apaly. Provided however, nothing herein shall restrict Company from contracting directly with a Consumer or a related entity: (i) when requested by such Consumer or related entity, or (ii) when, in the reasonable estimation of Company, direct contracting with a Consumer will better ensure or facilitate payment of funds for the Healthcare Services by or on behalf of such Consumer or related entity.

13.0 Disclaimers and Warranties.

13.1 What Apaly Is and Is Not.

13.1.1 APALY IS A B2B HEALTHCARE MARKETPLACE PLATFORM THAT ALLOWS CONSUMERS AND SUPPLIERS OF HEALTHCARE SERVICES TO EASILY INTERACT, CONTRACT, AND TRANSACT. APALY IS MERELY A CONDUIT TO FACILITATE THESE RELATIONSHIPS.

13.1.2 APALY IS NOT A HEALTHCARE PROVIDER, HEALTHCARE SERVICE VENDOR, SUPPLIER, CONSUMER, INSURER, OR Consumer, AS DEFINED IN THIS PAA. APALY IS NOT A PROVIDER NETWORK VENDOR OR A PPO NETWORK, AND DOES NOT CONTRACT WITH HEALTHCARE PROVIDERS TO DELIVER THEIR SERVICES TO EMPLOYERS. APALY IS NOT A THIRD-PARTY ADMINISTRATOR AND DOES NOT ADMINISTER OR ADJUDICATE CLAIMS OR BENEFITS. APALY IS NOT A MONEY TRANSMITTER OR A GUARANTOR OF ANY PAYMENTS. APALY DOES NOT BROKER PATIENTS OR CONDUCT IN ANY FEE SPLITTING ARRANGEMENTS WITH SUPPLIERS OF HEALTHCARE SERVICES.

13.2 No Participation in Healthcare Services. Although Apaly acquires ownership in and the related rights to payment of Accounts Receivable from the delivery of healthcare services or products related to Healthcare Services delivered via the Platform, Apaly is in no way involved in offering, delivering, or receiving any services or products that are exchanged on the Platform by Participating Companies.

13.3 Platform Warranty. Apaly warrants that the Platform will perform in all material respects as demonstrated through the features of the Platform. Company’s sole and exclusive remedies for a breach of the warranty will be: (a) for Apaly to correct any portion of the Platform that does not meet this warranty; (b), provide Company with a refund for just the Platform Fees paid by Company for the non-conforming Platform features.

13.4 No Warranties in respect to Providers. Apaly does not provide credentialing services and makes no representations or warranties about the qualifications of any healthcare providers on the Platform and any of provider’s physicians or allied healthcare professionals, and has no responsibility to confirm the qualifications or credentials of any provider (including anything uploaded or presented by providers to the Platform) or the credentialing process of any Participating Company (including any material uploaded by any Participating Company to the Platform).

13.5 No Warranties for Third-Parties or Content. Apaly does not control, manage or direct any Platform Users including Suppliers, Solution Facilitators, Consumers, Consumers, or any other Third-Parties. Apaly does not control, endorse, or take responsibility for any content available on or linked to the Platform. Apaly is not responsible for the conduct, whether online or offline, of any User or Participating Company.

13.6 AS-IS.

13.6.1 THE ENTIRE RISK ARISING OUT OF COMPANY’S PARTICIPATION ON, ACCESS TO, OR USE OF THE PLATFORM, AND ANY SOLUTIONS OR HEALTHCARE SERVICES REQUESTED, RECEIVED, PERFORMED, OFFERED, OR OBTAINED THROUGH THE PLATFORM IN CONNECTION THEREWITH, REMAINS SOLELY WITH COMPANY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

13.6.2 EXCEPT AS DESCRIBED IN SECTION 12.3 – PLATFORM WARRANTY, APALY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THE PLATFORM OR ANY PARTICIPATING COMPANIES. APALY PROVIDES THE PLATFORM, “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND WHATSOEVER. ACCESS TO OR USE OF THE PLATFORM, ANY SOLUTION, OR ANY HEALTHCARE SERVICE IS NOT GUARANTEED TO RESULT IN ANY BENEFIT, EITHER FINANCIAL OR OTHERWISE. APALY DOES NOT WARRANT THAT THE PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET COMPANY’S REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APALY WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT ACCESS TO THE PLATFORM. APALY DOES NOT SCREEN OR EVALUATE ANY PARTICIPATING COMPANY.

14.0 Limitation of Liability and Indemnity.

14.1 Liability.

14.1.1 NEITHER PARTY (INCLUDING ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, AND/OR SERVICE PROVIDERS) WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE PARTY SOUGHT TO BE CHARGED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.1.2 NEITHER PARTY (INCLUDING ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, AND/OR SERVICE PROVIDERS) WILL BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES, OF ANY KIND, ARISING OUT OF: (i) ANY USE OF, MISUSE OF, RELIANCE ON, OR INABILITY TO USE THE PLATFORM, OR ANY CONTENT OR SOLUTIONS ON THE PLATFORM, OR RECEIPT OR PERFORMANCE OF ANY HEALTHCARE SERVICES; (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN COMPANY AND ANY OTHER PARTICIPATING COMPANY, AND/OR (iii) ANY LOSS OF INTEGRITY, CONFIDENTIALITY, AND/OR AVAILABILITY OF ANY DATA IN THE PLATFORM AND/OR AN UNAUTHORIZED USE OR DISCLOSURE OF PERSONAL INFORMATION, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY WILL BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE APALY GROUP’S REASONABLE CONTROL. THE APALY GROUP IS NOT LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY ANY USE OF, MISUSE OF, RELIANCE ON, OR INABILITY TO USE THE PLATFORM, OR ANY CONTENT OR SOLUTIONS ON THE PLATFORM, OR RECEIPT OR PERFORMANCE OF ANY HEALTHCARE SERVICES. EACH PARTY’S MAXIMUM LIABILITY HEREUNDER WILL NOT EXCEED THE TOTAL FEES PAYABLE UNDER THIS AGREEMENT TO APALY IN THE 12 MONTH PERIOD PRIOR TO THE EVENT OR OTHER MATTER GIVING RISE TO THE APPLICABLE CLAIM; PROVIDED HOWEVER THAT SUCH LIMITATION WILL NOT APPLY TO SHIELD EITHER PARTY FROM ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED AS A MATTER OF LAW.

14.1.3 Any claims arising in this PAA or in connection with any use of, misuse of, reliance on, or inability to use the Platform, or any content or Solutions on the Platform, or receipt or performance of any Healthcare Services must be brought within two (2) years of the date of the event giving rise to such action. Except as set forth herein, remedies under this PAA are exclusive and are limited to those expressly provided for in this PAA.

14.2 Indemnity. Company agrees to indemnify and hold Apaly and its officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) any use of, misuse of, reliance on, or inability to use the Platform, or any Content or Solutions on the Platform; (ii) breach or violation of this PAA; (iii) use of Content by Company or its Users (including Plan Members); (iv) all acts or omissions of Company’s Users; (v) Company’s violation of the rights of any third party, including other Participating Companies and/or Users; and/or (vi) any claims by Consumers or Plan Members that arise out of or are related to the acts or omissions of Company.

15.0 Dispute Resolution; Arbitration; Waiver of Jury Trial.

15.1 Mandatory Arbitration of Disputes. Company and Apaly agree that any dispute, claim, or controversy arising out of or relating to this PAA or the breach, termination, enforcement, interpretation, validity, use of the Platform, Solutions, or any Healthcare Services (collectively, “Disputes”) will be resolved only by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Company and Apaly agree that the U.S. Federal Arbitration Act will control the interpretation and enforcement of this Section 14, and Apaly and Company waive their right to a trial by jury or to participate in a class action. This arbitration provision will survive termination of this PAA.

15.2 Exceptions. As limited exceptions to Section 14.1 above: (i) Company or Apaly, may resolve a Dispute in small claims court if it qualifies; and/or (ii) Company or Apaly, may seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights or as otherwise contained in this PAA.

15.3 Conducting Arbitration and Arbitration Rules. The arbitration will be directed by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”), except as changed by this Section 14. The JAMS Rules are at this link https://www.jamsadr.com/. To start arbitration, you have to give a written Demand for Arbitration to JAMS and give notice to the other party according to JAMS Rules. JAMS has a template for a Demand for Arbitration at https://www.jamsadr.com/. Any arbitration hearings (excluding the final hearing) will take place in the county where Apaly is located, unless the Company and Apaly agree to a different location. The parties agree that the arbitrator will have the authority to decide all issues relating to this arbitration agreement. The arbitration will provide the parties with at least sixty (60) days’ notice of the date and time of the final hearing. The award will be given within forty-five (45) days after the hearing is completed by the arbitrator. If one of the parties fails to pay its share of expenses, the non-paying party will be considered to have defaulted and the arbitrator, at the request of the non-breaching party, will enter an award against the breaching party

15.4 Arbitration Costs. Payment of all fees will be directed by the JAMS Rules, and Apaly won’t seek to recover the fees Apaly is responsible for paying, unless the arbitrator finds the Dispute frivolous.

15.5 Severability. Except for Section 14.6 of this PAA, if an arbitrator or court decides that any part of this PAA is invalid or unenforceable, the other parts of this PAA will still apply.

15.6 IF A DISPUTE ARISES BETWEEN COMPANY AND ANY OTHER PARTICIPATING COMPANY OR USER OF THE PLATFORM OR ANY OTHER THIRD PARTY, COMPANY RELEASES APALY FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY APALY’S ACTIONS OR OMISSIONS.

16.0 General.

16.1 Non-Discrimination. Neither Party will discriminate against any User based on race, creed, color, national origin, sex, age, religion, sexual orientation, gender identity, veteran status, handicap, place of residence, health status, source of payment, credit history, or any other grounds prohibited by applicable law.

16.2 Status as Independent Contractor. It is expressly agreed that the Parties are independent contractors and that the relationship between the Parties is not a partnership, joint venture or agency.

16.3 Severability. If any part of this PAA is found invalid, it will not affect the rest of this PAA. The parties will replace the invalid or non-binding part with one that is valid and binding and that has a similar effect as the invalid or non-binding provision.

16.4 Assignment. Either party may assign or transfer this PAA or any of its rights or obligations in them, in whole or in part, with the other party’s prior consent; provided however, that either party may assign this Agreement without consent of the other party, to an affiliate or in connection with a merger, acquisition or sale of substantially all of the assets of its business.

16.5 Entire Agreement. This PAA constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.

16.6 Choice of Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware without regard to any choice of law principles.

16.7 Notice. Apaly will give notice via email to the email address of the Administrative User on the Platform, or by first class mail or pre-paid post to the administrative address connected with the Account on the Platform of the Administrative User. Notice will be deemed to have been given upon emailed reply for emailed notice, or confirmation of receipt for written communication. Company may give notice to Apaly, with such notice deemed given when received by Apaly, at any time by first class mail or pre-paid post to Apaly Health Inc. 802 E. Whiting, Tampa, Florida 33602. The name and current contact information for the registered agent in each state are available online at www.sunbiz.org. If another provision of this PAA addresses any specific notice (for example, notice of updates to this PAA, or notice of a dispute or arbitration demand), those specific notice provisions will prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.

16.8 Waiver. Any failure to enforce any right or provision in this PAA will not constitute a waiver of such right or provision. This provision does not affect the Severability Section 15.3.

16.9 Jury Trial Waiver. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION RELATED TO THE PAA, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES NOW OR IN THE FUTURE, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

By clicking “I ACCEPT,” on the Platform or through other electronic means, you expressly acknowledge that you have read, understood, and considered the consequences of this PAA, that you agree to be bound by this Agreement, any of the attached Addenda that apply to you, and that you are legally competent and authorized to enter into this PAA on behalf of yourself and your Company.

Addendum A – Supplier Specific Terms

Terms Applicable to All Suppliers. Suppliers are organizations that provide Healthcare Services through Solutions on the Platform.

Examples of Suppliers: Healthcare providers, vendors, and other service providers. If you fit into this category the terms in this Addendum A apply to you.

1.0 Requirements of Participation. You represent and warrant that if you decide to participate in a Solution on the Platform, that you agree to the terms of this PAA as well as the Solution Specific Terms applicable to any Solution that you may access. This includes the definition and scope of the Healthcare Services that are to be delivered through the Solution, the rates and fees associated with the Solution, and any other Solution Specific Terms.

2.0 Choice to Participate in Solutions. You can participate in any number of Solutions on the Platform, or none at all.

2.1 You may receive requests to participate in a particular Solution on the Platform, and you may accept, decline or ignore them. You are not required to participate in any minimum number of Solutions to access the Platform and it is entirely in your discretion whether to provide Healthcare Services or not. You understand, however, that User’s experiences with Healthcare Services provided by you may affect your ability to access the Platform or participate in Healthcare Service Solutions.

2.2 You may request to participate in a particular Solution on the Platform, and the Solution Facilitator may accept, decline, or ignore your request to participate. The mechanism for making or receiving, accepting, declining, or ignoring Solution participation requests vary depending on the type of Solution.

2.3 You are not required to participate in any minimum number of Solutions to access the Platform and it is entirely in your discretion whether to provide Healthcare Services.

3.0 Direct Contact and Collaboration. Your participation in a Solution on the Platform authorizes us to contact and collaborate directly with you and all other parties who are accessing the Solution to: a) coordinate automatic payment of the rates & fees associated with the Solution, through the Platform’s payment mechanism, this may include direct ACH banking transactions to & from the participating party’s bank account; b) facilitation of marketing communications and member engagement campaigns; and, c) other ongoing efforts to support the implementation, ongoing operation, and growth of the Solution.

4.0 Use of Your Name on the Platform. You will allow Apaly to list on the Platform, your name, logo, business address, business phone number(s), available services, and other necessary information. You will provide updated information to Apaly as necessary, and you will promptly notify Apaly of any change in the information. You may disclose the fact of your participation status with Apaly in your communications with third parties and in your participating provider listings.

5.0 Payment from Consumer. Apaly will process payments owed to those parties defined in the Solution Specific Terms, under the Terms of the Solution and this PAA. Notwithstanding the foregoing, you agree that Apaly will use reasonable efforts to submit process payments within thirty (30) days of receipt; however, a failure to do so shall not constitute a material breach of this Agreement. You shall hold Apaly financially harmless for the payment of any funds that are not paid or paid slowly by Consumer. Apaly will pay you through the Platform’s automated payment process, which may include direct ACH transactions to your bank account. Your banking institution must participate in the ACH network. Any fees incurred by you related to payment are your responsibility, not Apaly’s.

6.0 Direct Contract Relationship. Your participation in a Solution creates a direct business relationship between each Consumer that accesses the Solution, and you. Apaly is not a party to this direct relationship.

7.0 Compliance with the Applicable Laws Related to Providing Healthcare Services. You are responsible for identifying, understanding, and complying with all laws rules and regulations that apply to your provision of Healthcare Services (including, without limitation, whether you are permitted to provide Healthcare Services at all) in the jurisdiction(s) in which you operate, including, but not limited to, as applicable, the Americans with Disabilities Act, HIPAA, all applicable licensing requirements, and/or other applicable laws governing the collection, use, disclosure, security, processing and transfer of data.

8.0 Terms For Suppliers who are Healthcare Providers. If you are a healthcare provider, the following provisions shall also apply:

8.1 Healthcare Provider as a Group Practice. Where you own, or operate a group physician practice, you will use commercially reasonable efforts to maintain on the Platform a true, complete, and accurate roster of your physicians, allied health professionals, and locations.

8.2 Health Care Delivery. This PAA, Apaly, Solution Facilitators, Consumers, Administrators for Consumers, and the Consumer’s benefits program do not dictate the health care services that are delivered, even if those patients are Users of the Platform. The decision about what care is delivered is up to the patient and their provider.

Addendum B – Consumer Specific Terms

Terms for Consumers: Consumers are those who access Healthcare Services through Solutions on the Platform for the benefit of Plan Members and are responsible to pay for these Healthcare Services.

Examples of Consumers: Employers, employer health plans, and insurers. If you fit into this category the terms in this Addendum B apply to you.

1.0 Requirements of Participation. You represent and warrant that if you decide to access a Solution on the Platform, that you agree to the terms of this PAA as well as the Solution Specific Terms applicable to any Solution that you may access. This Includes the definition and scope of the Healthcare Services that are to be delivered through the Solution, the rates and fees associated with the Solution, and any other Solution Specific Terms.

2.0 Choice to Participate in Solutions. You can participate in any number of Solutions on the Platform, or none at all.

2.1 You may receive requests to participate in a particular Solution on the Platform, and you may accept, decline or ignore them. Unless otherwise agreed, you are not required to participate in any minimum number of Solutions to access the Platform and it is entirely in your discretion whether to access Healthcare Services or not.

2.2 You may request to participate in a particular Solution on the Platform, and the Solution Facilitator may accept, decline, or ignore your request. The mechanism for making or receiving, accepting, declining, or ignoring requests to access a particular Solution may vary depending on the type of Solution.

2.3 You are not required to participate in any minimum number of Solutions to access the Platform and it is entirely in your discretion whether to receive Healthcare Services.

3.0 Direct Contact and Collaboration. Your participation in a Solution on the Platform authorizes us to contact and collaborate directly with you and all other parties who are accessing the Solution to: a) coordinate automatic payment of the rates & fees associated with the Solution, through the Platform’s payment mechanism, this may include direct ACH banking transactions to & from the participating party’s bank account; b) facilitation of marketing communications and member engagement campaigns; and, c) other ongoing efforts to support the implementation, ongoing operation, and growth of the Solution.

4.0 Use of Your Name on the Platform. You will allow Apaly to list on the Platform, your name, logo, business address, business phone number(s), available services, and other necessary information. You will provide updated information to Apaly as necessary, and you will promptly notify Apaly of any change in the information. You may disclose the fact of your participation status with Apaly in your communications with third parties and in your participating provider listings.

5.0 Payment Requirement. You are obligated to pay for all Healthcare Services and Solutions that are received by your Plan Members and activated by you or your authorized Administrator, based on the terms of this PAA, and the Solution Specific Terms of the Solutions that have been activated. Apaly will collect payments for these Healthcare Services from you through the Platform’s automated payment process, which may include direct ACH transactions from your bank account. Your banking institution must participate in the ACH network. Any fees incurred by you related to payment are your responsibility.

6.0 Direct Contract Relationship. Your participation in a Solution creates a direct business relationship between each Supplier that accesses the Solution, and you. Apaly is not a party to this direct relationship.

7.0 Authorization of Administrator. You may directly activate Solutions on the Platform for your health plans, or you may authorize an Administrator to do so on your behalf. You may also authorize an Administrator to engage you under this PAA. If your engagement and acceptance of this PAA and/or activation of Solutions on the Platform is facilitated through an Administrator, then you may grant this authorization through a separate agreement off the Platform. As evidence of this authorization, we will request a copy of your agreement with your Administrator, and we will accept your confirmation and acknowledgement that you have granted authorization and appointment of this Administrator through email. Your response to which will serve as your acknowledgement and acceptance of this Agreement and any Solution Specific Terms for Solutions that your Administrator may activate for you. When Solutions are activated for you, you will coordinate with us to implement the Platforms payment mechanism for the Solution charges and fees. When you grant authority to an Administrator, then all actions taken by the Administrator on your behalf are as if you performed those actions directly yourself. For clarification, all actions taken by your Administrator are binding on you.

Addendum C – Administrator Specific Terms

Terms for Administrators: Administrators are organizations who have been designated by Consumers of Healthcare Services to create and manage their account on the Platform as well as activate and manage Solutions for Consumer’s health plans.

Examples of Administrators: Third-party administrators, brokers, coops, associations, service conveners or aggregators, service facilitators and other types of organization that may be granted authorization by Consumer to serve in this manner. If you are an Administrator, this Addendum C applies to you.

1.0 Requirements of Participation. You represent and warrant that if you decide to activate a Solution on the Platform for your Consumer client, that you have received approval from Consumer to do so and understand that you are binding the Consumer to the terms of this PAA as well as the Solution Specific Terms applicable to the Solution. This includes the definition and scope of the Healthcare Services that are to be delivered through the Solution, the rates and fees associated with the Solution, and any other Solution Specific Terms.

2.0 Choice to Participate in Solutions. Your Consumer clients can participate in any number of Solutions on the Platform, or none at all.

2.1 You may receive requests for your Consumer clients to participate in a particular Solution on the Platform, and you may accept, decline or ignore them. Unless otherwise agreed, your Consumer client is not required to participate in any minimum number of Solutions to access the Platform and it is entirely in your and your Consumer client’s discretion whether to access Healthcare Services or not.

2.2 On behalf of your Consumer client, you may request to participate in a particular Solution on the Platform, and the Solution Facilitator may accept, decline, or ignore your request. The mechanism for making or receiving, accepting, declining, or ignoring requests to access a particular Solution may vary depending on the type of Solution.

2.3 You and your Consumer client are not required to participate in any minimum number of Solutions to access the Platform and it is entirely in your and your Consumer client’s discretion whether to receive Healthcare Services.

3.0 Direct Contact and Collaboration. Your or your Consumer client’s participation in a Solution on the Platform authorizes us to contact and collaborate directly with you, your Consumer client, and all other parties who are accessing the Solution to: a) coordinate automatic payment of the rates & fees associated with the Solution, through the Platform’s payment mechanism, this may include direct ACH banking transactions to & from the participating party’s bank account; b) facilitation of marketing communications and member engagement campaigns; and, c) other ongoing efforts to support the implementation, ongoing operation, and growth of the Solution.

4.0 Use of Your Name on the Platform. You will allow Apaly to list on the Platform, you and your Consumer client’s name, logo, business address, business phone number(s), available services, and other necessary information. You will provide updated information to Apaly as necessary, and you will promptly notify Apaly of any change in the information. You may disclose the fact of your participation status with Apaly in your communications with third parties and in your participating provider listings.

5.0 Payment Requirement. Your Consumer client is obligated to pay for all Healthcare Services and Solutions that are activated and received by them and their Plan Members, based on the terms of this PAA, and the Solution Specific Terms of the Solutions that have been activated. Apaly will collect payments for these Healthcare Services from your Consumer client through the Platform’s automated payment process, which may include direct ACH transactions from their bank account. Your Consumer client’s banking institution must participate in the ACH network. Any fees incurred by your Consumer client related to payment are their responsibility.

6.0 Direct Contract Relationship. Your Consumer client’s participation in a Solution creates a direct business relationship between each Supplier that accesses the Solution, and your Consumer client. Apaly is not a party to this direct relationship.

7.0 Authorization by Consumer. You represent and warrant that any Consumer for which you are serving as an Administrator on the Platform, you have been granted full authority by Consumer to do so. This authorization includes both their grant for you to engage them under the terms of this PAA, and activate Solutions on their behalf. You agree that you will furnish us a copy of your agreement with the Consumer that granted you this authority, by emailing it to us at [email protected]. When your Consumer client grants you the authority to serve as their Administrator, then all actions taken by you on their behalf are as if Consumer performed those actions directly themself. For clarification, all actions taken by you are binding on your Consumer client.

Addendum D – Solution Facilitator Specific Terms

Terms for Solution Facilitators: Solution Facilitators are businesses that offer Solutions on the Platform.

Examples of Solution Facilitators: Some examples of Solution Facilitators include Healthcare Providers, Point Solution Vendors, Third Party Administrators, Brokers, Service Conveners, Aggregators, Associations, and Cooperatives. In their capacity as a Healthcare Provider, Point Solution Vendors, Third Party Administrators, Brokers, Service Conveners, Aggregators, Associations, and Cooperatives, or Consumer, these Parties are not Solution Facilitators. However, they may separately offer Solutions, and thus meet the definition of a Solution Facilitator. In their role as a Solution Facilitator, they do not deliver healthcare services to anyone. If you fit into this category the terms in this Addendum D apply to you.

1.0 Requirements of Participation. You represent and warrant that if you decide to host a Solution on the Platform, that you agree to comply with the Terms of this PAA, as well as any Solution Specific Terms that you may define in your Solution. This includes the definition and scope of Services that are to be delivered through the Solution, the rates and fees associated with the Solution, and any other Solution Specific Terms.

2.0 Choice to Participate. As a Solution Facilitator you can offer multiple Solutions on the Platform. Each Solution contains its own Solution Specific Terms that are defined by you. Suppliers and Consumers can decide for themselves, on a Solution-by-Solution basis, if a Solution’s terms are acceptable, and determine those Solutions (if any) in which they choose to participate.

2.1 You can offer any number of Solutions on the Platform.

2.2 You may receive requests from others to participate in your Solution on the Platform, and you may accept, decline or ignore them. You are not required to grant participation in your Solution to anyone.

2.3 You may send requests to others to participate in your Solution on the Platform, and they may accept, decline, or ignore your request. They are not required to accept your participation request.

3.0 Direct Contact and Collaboration. Your offering of a Solution on the Platform authorizes us to contact and collaborate directly with you and all other parties who are accessing the Solution to: a) coordinate automatic payment of the rates & fees associated with the Solution, through the Platform’s payment mechanism, this may include direct ACH banking transactions to & from the participating party’s bank account; b) facilitation of marketing communications and member engagement campaigns; and, c) other ongoing efforts to support the implementation, ongoing operation, and growth of the Solution.

4.0 Use of Your Name on the Platform. You will allow Apaly to list on the Platform, your name, logo, business address, business phone number(s), available services, and other necessary information. You will provide updated information to Apaly as necessary and you will promptly notify Apaly of any change in the information. You may disclose the fact of your participation status with Apaly in your communications with third parties and in your participating provider listings.

5.0 Payment Requirement. Consumers are obligated to pay for all Healthcare Services that are received through your Solution, based on the terms of this PAA and your Solution Specific Terms. Apaly will collect payments for these Healthcare Services through the Platform’s automated payment process, which may include direct ACH transactions from their bank account. Your banking institution must participate in the ACH network. Any fees incurred by you are your responsibility.

6.0 Direct Contract Relationship. Consumer and Supplier participation in your Solution creates a direct business relationship between each Supplier and each Consumer that accesses your Solution. Apaly is not a party to this direct relationship.

Addendum E – Apaly Services

Apaly Services: As applicable, based on the specific Solution, Apaly may perform the following services:

1.0 Eligibility Checks. Through a tool on the Platform Apaly may enable Supplier to check Plan Member eligibility to receive services under the Consumer’s plan benefits, using information on the Member’s standard health insurance identification card and additional required information.

2.0 Claim Filing. Apaly may submit agreed upon claim data in a standard acceptable format to Consumer’s designated plan administrator both for payment and for reporting encounter data using one or more accepted billing IDs (either TIN or NPI). Apaly may use the information received from Consumer’s plan administrator to determine if the Member is covered under a High Deductible Health Plan and if the Member has a financial responsibility related to the visit. Such as the case, Apaly will use its best effort to collect these amounts from the Member and update the Consumer’s plan administrator with the information needed to update the Member’s deductible in compliance with Internal Revenue Code Section 223.

3.0 Network Posting. Contingent upon Supplier providing Apaly with the necessary information, Apaly may post information regarding Supplier’s designated clinics in accordance with the posting requirements established by the Consumer for in-network providers and regularly update the clinic locations.

4.0 Payments from Apaly. Apaly will process payments owed to those parties defined in the Solution Specific Terms, under the Terms of the Solution and this PAA. Notwithstanding the foregoing, you agree that Apaly will use reasonable efforts to submit process payments within thirty (30) days of receipt from Consumer; however, a failure to do so shall not constitute a material breach of this Agreement. You shall hold Apaly financially harmless for the payment of and funds that are not paid or paid slowly by Consumer.