This Agreement states the Terms and Conditions of the relationship between Prosocial Applications, Inc. (Prosocial) and individuals with authorized access (“Users”) to Smart PHR™ Accounts (“System”). System access is granted only to Users who have agreed electronically to the following.

TERMS AND CONDITIONS.

1. The Customer is the person who purchases a Smart PHR account subscription or other Smart PHR services.
2. The Client is the person whose information is stored in a Smart PHR client account.
3. A User is a person with a unique User-ID and a user account that provides access to client accounts consistent with client-authorized privileges.
4. A user may occupy the client role on only one client account.
5. A client may self-administer a client account or appoint an account administrator.
6. The client or the account administrator may grant client account privileges (and unique User-IDs) to any other users they select. The limit of authorized users depends upon the type of client account subscription.
7. Users employ their unique User-IDs and personally selected passwords to logon to client accounts consistent with client-conferred privileges.
8. Sharing of User-IDs and passwords is not necessary, because clients grant account-specific user privileges (and unique User-IDs) to individuals they select. Sharing of User-IDs and passwords threatens system security and is strictly prohibited.
9. Prosocial actively monitors security and privacy risks and actively intervenes to avert and minimize such risks. Prosocial reserves the right to deny user privileges or take legal action regarding any individual who shares User-IDs, threatens system security and data privacy, or violates HIPAA Privacy and Security Rules.
10. The User agrees to employ user privileges so as to protect System security and the privacy of all users' data. As such, the User agrees to immediately and comprehensively report in writing any and all System security or privacy breaches to Prosocial Applications, Inc.
11. The Customer will receive email notification prior to expiration of the account subscription. The Customer may extend the account subscription period or export all account data and let the account expire.
12. Expired accounts are automatically archived in perpetuity and will be escrowed with an appropriate third party in the event that Prosocial ceases business operations. Retrieval of archived accounts requires proof of identity and payment of the company’s prevailing retrieval and subscription renewal fee.
13. If the User is a HIPAA covered entity (CE), the User agrees to employ the Smart PHR in a manner that conforms to current HIPAA Privacy and Security Rules and other governing law. As such, the User agrees not to share User ID or password with employees or business associates, but to request from each client account administrator unique User IDs for employees and business associates.
14. If the User is a HIPAA covered entity (CE), this message grants the client's consent (or the consent of the client's parent or legal guardian) to the CE's applicable Privacy Practices. If this message does not satisfy the CE's Notice Requirements or other HIPAA-related policies and procedures, it is the responsibility of the CE to send Notice of Privacy Practices and other requirements to the account administrator and to direct any questions regarding the CE's role on the client account to the account administrator.

INTELLECTUAL PROPERTY.

The User acknowledges Prosocial's complete ownership of the System and all copyrighted materials related to the System. Prosocial reserves the right to access data stored in the System, stripped of personal identifiers, for the purposes of benchmarking and research.

LIMITATION OF LIABILITY.

1. In no event, shall Prosocial be liable to the User for any damages whatsoever, including any lost profits, or other special, incidental or consequential damages arising out of any use of the System, even if Prosocial has been advised of such damages.
2. Prosocial shall not be liable for any access-related or technical difficulties arising from malfunctions including those related to: breaches of security, hardware and software, data lines, or Internet connectivity.
3. Prosocial shall not be liable for violation of any person's legal or privacy rights resulting from deliberate or inadvertent System misuse.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

ENTIRE AGREEMENT: This Agreement shall constitute the entire agreement between Prosocial and User.