As provided by the Sales Agreement, Customer and Corral Solutions, Inc., have agreed to be bound by these terms and conditions. Corral Solutions, Inc. are referred to herein as “Corral Solutions”. Customer and Corral Solutions agree as follows:

1. Definitions.  Certain capitalized terms, not defined above, have the meanings set forth below: 1.1 “Affiliate” means any person or entity that owns or controls, is owned or controlled by, or is owned or under common control with either Party to the Agreement.
   1.2 “Authorized Users” means persons or entities that are authorized by Customer to access and use the Services. 
   1.3 “Documentation” means the written materials provided to Customer, including training manuals, support policies and other documentation, to assist or describe the Services and/or the Software provided by Corral Solutions.
   1.4 “Equipment” means the computer systems, including any computer hardware, operating system software, network infrastructure, and any peripheral devices located at the Facilities and used to access or make use of the Software or the Services.
   1.5 “Facility/Facilities” means the physical locations of the healthcare facilities at which Customer provides healthcare services, and which are the locations at which Customer will use the Corral Solutions software.
   1.6 “Software” means the computer software, platforms, and applications including all enhancements, updates, upgrades, modifications or new releases of such Software provided to Customer during the term of this Agreement.
   1.7 “Payment Device” means a Corral Solutions approved payment terminal that is utilized by Customer to access the Services.

2. Services. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, during the Term, Provider shall use commercially reasonable efforts to provide to Customer and its Authorized Users the services described in the Corral Solutions Technical Support Policy.

3. License and Use Restrictions. Corral Solutions hereby grants to Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable, worldwide right and license to access, use, display and execute the Software in connection with the Services solely for Customer’s internal business purposes. Corral Solutions will manage, operate and maintain the Software for remote access and use by Customer and its Authorized Users.

4. Compliance. Customer shall execute any and all documents and comply with any and all applicable procedures, rules and regulations which Corral Solutions, , or applicable law may require in connection with the Software, including without limitation, Customer shall adhere to such rules and regulations as are required by governmental agencies having jurisdiction.

5. Documentation.  Corral Solutions shall provide Customer, at no additional cost, access to electronic versions of all Documentation and information services that Corral Solutions makes generally available to its other customers of the same Services.  The Documentation shall describe the Services, the Software, and configurations, procedures and protocols to be followed in connection therewith.  Customer may print and reproduce the Documentation provided that: (i) the number of such copies is limited to those reasonably required for use by Customer, including, without limitation, training and archival purposes; and (ii) proprietary notices contained in the original copies of the Documentation are reproduced and included in all copies, whether such copies are made in whole or in part. 

6. Customer Responsibilities. Customer is responsible for assuring the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all data as it is entered or uploaded in connection with Customer’s use of the Services. Corral Solutions is not responsible for inability to perform services due to Customer’s use of improperly formatted or corrupt files, viruses on media provided, or incompatible backup media or software. Customer agrees that it will not transmit, store data that is subject to the rights of any third parties without first obtaining all required authorizations and rights in writing from such third parties.

7. Authorized Users.  Customer shall be responsible for ensuring Authorized Users' compliance with the applicable laws or other agreements, all acts or omissions by Authorized Users, and for any damages incurred as a result thereof.  Customer is responsible for designating user IDs and passwords for Providers. Customer agrees to hold all passwords, user IDs or other system access credentials and information under close control and shall notify Corral Solutions immediately if access to such information is, or is thought to have been, released to any unauthorized party.  Customer agrees not to allow multiple users to access the Software using a common account or user credentials.  Security control of Corral Solutions-assigned user ID's and passwords are the sole responsibility of Customer and Corral Solutions shall not be held responsible in any way for any breach in system security as a result of Customer’s actions or inactions.  Customer shall have sole responsibility for terminating the access previously granted to any Authorized User, whether for termination of employment, reassignment, or any other cause. Corral Solutions may disable an Authorized User’s access to the Services at any time in its sole discretion if Corral Solutions has reason to believe that such Authorized User poses a security risk

8. User IDs.  Customer is solely responsible and liable for all activity occurring under the user IDs and passwords issued in connection with this Agreement whether or not such activities have been authorized by Customer.  Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Services as contemplated by this Agreement, including those related to data privacy, international communications and the transmission of technical or personal data. Customer shall: (i) notify Corral Solutions immediately of any unauthorized use of any password or user ID or any other known breach of security, including the loss or theft of any password or user ID or computer or device containing such information; (ii) take all steps reasonably necessary to prevent access and use of the Services by unauthorized users; and (iii) not provide false identity information to gain access to or use of the Services or the Software.

9. Payment Terms. Customer shall pay Corral Solutions on behalf of the Facilities and its Authorized Users for the Services rendered and licenses granted in accordance with the terms and subject to the conditions of the Corral Solutions Sales Agreement.

10. Taxes.  The fees and amounts specified to be payable by Customer hereunder do not include any sales, use, excise, value added, utility or other similar tax or charge which may be or hereafter become applicable to the Services provided hereunder.  Customer is responsible for payment of any and all such taxes.  Corral Solutions shall be entitled at any time without prior notice to pass through any access fees and/or fees resulting from changes in regulation or statute directly related to the Services, and any fees assessed against Corral Solutions and outside of its reasonable control.  Corral Solutions agrees to make available any documentation related to any such fees upon Customer request. 

11. Fee Increases. Corral Solutions may increase the monthly fees from time to time.

12. Equipment.  Customer shall be responsible for the purchase, installation and maintenance of any and all Equipment necessary for the provision of Services and to access the Software.  All Equipment that is required for use of the Software, including the specific make, model and configuration (including processor, memory (RAM), hard disk space, graphics, operating system, and any other operating requirements necessary for operation) that is compatible with and meets or exceeds the performance requirements of the Software is specified in the Documentation.  

13. Telecommunications; Internet access.  For the avoidance of doubt, Corral Solutions does not provide telecommunication or other wireless or internet services.  Customer is responsible for obtaining access to the Internet using appropriate Equipment and for ensuring proper security of Customer’s systems and access to the Services.  Customer agrees to access the Software and to store, retrieve, and process data using third party programs, including specifically internet “browser” programs that support appropriate data security protocols compliant with applicable laws. Corral Solutions makes no warranties of any kind and expressly disclaims in regard to the services provided by any third party telecommunication or any wireless or internet provider.  Corral Solutions shall not be responsible or liable for any failure for any failure, delay or deficiency in communications or transmission facilities, infrastructure or services.

14. Improper Use.  Failure to comply with the terms of this Agreement or the Documentation may result in damage to Customer’s or Facilities’ Equipment, Software, data, and other devices.  Corral Solutions shall have no liability for damage to the extent that it resulted from Customer’s failure to comply with the terms of this Agreement, the Documentation, or any instructions provided by Corral Solutions to Customer.

15. Additional Services.  In the event Customer requires services beyond those provided in this Agreement, or as a result of Customer’s use of the Software other than in conformity with the Documentation, then to the extent that Corral Solutions agrees to provide additional services, the services shall be provided at Corral Solutions’ hourly rates at the time Corral Solutions agrees to perform such additional services.

16. Ownership.  Nothing herein shall be deemed to grant to Customer or any Authorized User any ownership interest in the Software, Documentation, or Services.  All Software, Documentation, Services, and any derivative works based thereon, including any improvements, enhancements, modifications, updates, versions and releases, whether or not patentable or registered, will remain the exclusive property of Corral Solutions (collectively, the “Corral Solutions Materials”).  Corral Solutions expressly reserves all rights to the Corral Solutions Materials not specifically granted herein.  Customer shall not: (i) attempt to assign the Software or the right to access the Software to any third party; (ii) allow or authorize access to or use of the Software to any persons other than Authorized Users; (iii) use the Software for any purpose other than Customer’s own internal business purposes; (iv) reverse engineer, disassemble or decompile the Software or attempt in any fashion to obtain the source code to the Software; (v) knowingly use the Software to send or store infringing, obscene or unlawful material or information; (vi) knowingly use the Software to send or store material containing harmful computer codes, viruses, files, scripts, agents, or programs; (vii) interfere with or disrupt the integrity of the Software or the data contained therein, or (viii) attempt to gain unauthorized access to the Software or related systems or networks.  Customer acknowledges that it has not relied on the future availability of any programs, services, functionality, features or updates in entering into the payment obligations in this Agreement. 

17. Confidential Data.  The Services enable Customer to transmit, store, and receive certain information relating to clinical services, patients, including, but not limited to, claims for payment for professional services rendered to a patient and eligibility requests and responses (the “Services Data”). The Services Data will include confidential information of patients and of other third parties. State and Federal laws, as well as ethical and licensure requirements of the medical profession, may impose obligations with respect to patient confidentiality and other obligations that may limit the right of physicians, health care providers, and persons acting on their behalf to make use of the Services or to transmit certain information to third parties. Customer represents and warrants that it will, at all times during the term of this Agreement and thereafter, comply with all laws that are directly or indirectly applicable to that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Services Data, It shall be Customer’s responsibility to cause all persons or entities under its direction or control to comply with any such applicable laws. Customer, at all times during the term of this Agreement and thereafter, shall be solely responsible for obtaining and maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Services Data transmitted, stored, or received in connection with the Services. Customer agrees that Corral Solutions and all other persons or entities involved in the operation of Services, have the right to monitor, retrieve, store and use Services Data in connection with the operation of the Services, and are acting on behalf of Customer in transmitting Data.  CORRAL SOLUTIONS IS NOT LIABLE OR RESPONSIBLE FOR ANY CUSTOMER ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY APPLICABLE LAWS OR OTHER REQUIREMENTS OR CUSTOMER’S USE OR MISUSE OF DATA TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SERVICES. It is acknowledged that any and all data related to transactions, credit or debit card numbers, transaction numbers, ACH credentials or any and all other data related to customer financial transactions shall be the sole and exclusive property of Corral Solutions and Customer shall have no ownership rights in such data at any time during the Term or hereafter. Further, Customer shall have no right to extract, remove, download or otherwise obtain, directly itself or through any other persons, such data in any manner during the Term or after termination, and Corral Solutions shall have no obligation to provide such data to Customer at any time.

18. Equitable Relief.  The parties acknowledge that monetary remedies may be inadequate to protect rights in Confidential Information and that, in addition to legal remedies otherwise available, injunctive relief is an appropriate judicial remedy to protect such rights.

19. Protected Health Information.  The proper use and disclosure of Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder, in connection with the performance of the Services set forth herein shall be governed by the Business Associate Agreement set forth in Exhibit A.

20. No Debarrment.  Neither Corral Solutions nor any of its employees, officers, directors, owners or affiliates (a) is or has been excluded from participation in any federal health care program, as defined under 42 U.S.C. §1320a-7b(f), for the provision of items or services for which payment may be made under such federal health care programs; or (b) has knowingly arranged or contracted (by employment or otherwise) with any employee, contractor or agent that such party or its affiliates knows or should know is excluded from participation in any federal health care program to provide items or services hereunder.

21. Disclaimers. THE SERVICES AND SOFTWARE ARE PROVIDED TO CUSTOMER ON AN “AS IS,” WITH ALL FAULTS BASIS.  CORRAL SOLUTIONS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT FOR THE EXPRESS WARRANTIES AND COVENANTS HEREIN.  CORRAL SOLUTIONS MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES DATA OR THE SOFTWARE IS ACCURATE, COMPLETE, OR RELIABLE.  CORRAL SOLUTIONS FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, UNAUTHORIZED CODE, OR POTENTIALLY HARMFUL COMPONENTS, OR IS COMPLETELY SECURE.

22. Damages; Limitations of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, NON-COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF DATA OR BUSINESS OPPORTUNITY, ANY GOVERNMENTAL, AGENCY, AND/OR REGULATORY FINES OR COSTS, OR OTHER INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES OR ERRORS, INACCURACIES, OMISSIONS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY CORRAL SOLUTIONS OR ANY THIRD PARTY PROVIDERS.  THE FOREGOING EXCLUSION SHALL APPLY WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.  IF, DESPITE THE OTHER TERMS OF THIS AGREEMENT, CORRAL SOLUTIONS HAS ANY LIABILITY TO CUSTOMER FOR ANY LOSS, HARM OR DAMAGE, THE PARTIES AGREE THAT CORRAL SOLUTIONS’ LIABILITY TO CUSTOMER UNDER OR RELATED TO SUCH LOSS, HARM, OR DAMAGE EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO CORRAL SOLUTIONS FOR THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE FIRST OCCURRENCE GIVING RISE TO THE CLAIM FOR LIABILITY.  THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREIN AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

23. Indemnification.  Corral Solutions shall defend and hold harmless Customer and its Affiliates, officers, directors and employees harmless from any claim that the use of the Services or Software violates or infringes any third party’s patent, copyright, trade secret or any other intellectual property rights.  Customer shall give Corral Solutions prompt notice of any such claim, shall cooperate fully with Corral Solutions in its defense of the claim, and Corral Solutions shall have sole control of the defense and settlement of any such claim.  Should the Software and/or the Services hereunder be made the subject of any claim alleging misappropriation or infringement of any patent, copyright, trade secret, trademark or other intellectual property rights of any third person, Corral Solutions’ sole liability shall be, at its option, to procure the right to use the Software and provide the Services free of such liability or to replace or modify the Software and the Services to make them non-infringing.  In the event that neither of the foregoing options are commercially reasonable, Corral Solutions shall have the right to terminate this Agreement without further obligation and shall return to Customer any prepaid fees.  Corral Solutions shall have no obligation to defend or indemnify Customer for any claim arising from Customer’s use of the Software inconsistent with its Documentation or in combination with any software not provided or approved by Corral Solutions.

24. Term.  This Agreement is on a month-month basis.

25. Termination for Cause.  Either Party may terminate this Agreement upon written notice to the other Party in the event (i) of a material breach of the terms and conditions of this Agreement by the other Party which is not cured within thirty (30) days following receipt of written notice thereof; or (ii) the other Party becomes insolvent, commences dissolution proceedings or ceases to operate in the ordinary course of business, in which event such termination shall be effective thirty (30) days after the giving of such notice.

26. Effect of Termination.  Upon termination of this Agreement for any reason, all licenses granted hereunder shall terminate and Customer must immediately cease using the Software and Services for any purpose.

27. Survival.  Termination of this Agreement or any license granted hereunder shall not affect the respective rights and responsibilities of the Parties to the extent that they arose prior to such termination.

28. Assignment.  Neither this Agreement, nor any of the rights, licenses or duties set forth herein, may be assigned by Customer without the prior written consent of Corral Solutions, which may be withheld for any reason or no reason. Any such purported assignment shall be null and void. Notwithstanding the foregoing, Customer may assign any of its rights and obligations under this Agreement, in whole or in part, without Corral Solutions’ consent, to a successor entity as part of a merger, acquisition, internal reorganization or other change of control.  Corral Solutions may assign any of its rights and obligations under this Agreement, in whole or in part, without the Customer’s consent.  This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.

29. Independent Contractors.  The Parties are independent contractors.  This Agreement does not designate either Party as the agent, employee, legal representative, partner or joint venturer of the other Party for any purpose whatsoever and neither shall have the right, power or authority to create any obligation or responsibility on behalf of the other. Each Party shall be fully liable for the acts and omissions of their employees, subcontractors, and agents hereunder.

30. Force Majeure.  Neither Party shall be in breach of this Agreement to the extent nonperformance is due to causes beyond the control and without the fault or negligence of such Party.  Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, or strikes (each, a “Force Majeure Event”).  In such event, the Parties agree that prompt written notice shall be given to the other Party within seven (7) days of the Force Majeure Event. A Party’s performance will only be excused for the duration of the Force Majeure Event, provided that a Force Majeure Event shall not excuse Customer from timely payment of fees.

31. Change in Facility Status.  In the event that Customer ceases to provide healthcare services at any Facility that is then receiving any Services Corral Solutions will not refund any prepaid fees. Customer acknowledges that in the event of such a divestiture it shall have sole responsibility for terminating access to the Services by any individual required as a result of such termination. Nothing contained herein shall be construed as preventing Corral Solutions from offering to provide Services to the new owner or operator of a Divested Facility.

32. Non-solicitation.  During the Term of this Agreement and for a period of one (1) year thereafter, neither party shall recruit, hire, offer employment to or refer for employment any of the employees of the other Party, without such Party’s prior written permission except as that neither Party shall be deemed to have violated this provision if the action involved or resulted from general advertising, posting open positions on the internet or other general recruitment efforts that are not targeted to any individual.

33. Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to its conflict of laws provisions.

34. Notices.  All notices required or permitted under this Agreement shall be in writing and delivered via a nationally recognized overnight courier (for next business day delivery, receipt requested), or certified mail (return receipt requested), or in person to the other Party at its addresses set forth herein, or to such other address as either Party may designate subsequently in writing, and shall be deemed effective upon receipt.

35. Entire Agreement; Amendment. This Agreement, together with the Schedules hereto, sets forth the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof.  This Agreement may be amended, modified, superseded or supplemented only by an instrument in writing executed and delivered by Corral Solutions and Customer.

36. Rights Cumulative; Waiver. All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently.  The failure by either party to enforce any term of this Agreement shall not be deemed to be a waiver of future enforcement of that or any other term of this Agreement.

37. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to constitute an original, but which together shall constitute one and the same instrument.

38. Severability.  In the event that any provision hereof is prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or unenforceability of such provision in any other jurisdiction.

39. Payment Device Ownership. Payment Devices provided to the Customer by Corral Solutions at no cost or an upgrade fee (“Loaned Devices”) are considered property of Corral Solutions at all times. Payment devices that Customer paid retail cost for remain the property of the Customer. In the event that the Customer pays an upgrade fee for a different device from that as part of the standard Loaned Terminal program, at Corral Solutions’ discretion, such device shall remain the property of Corral Solutions and be considered a Loaned Device hereunder.

40. Payment Device Maintenance. Customer agrees to keep the Loaned Devices in its physical possession and in good working order. Customer agrees that it is responsible for any loss, damage or use of the Loan Devices, and shall reimburse and indemnify Corral Solutions for any and all losses or liabilities related to the Loaned Devices. Customer shall at not at any time allow the Loaned Devices to be used by any persons other than Customer’s employees and Customer’s patients, and shall ensure that such use is for the intended use of the Loaned Devices.

41. Payment Device Termination Policy. Loaned Devices must be returned to Corral Solutions by the Customer within ten (10) business days after the account closure in good, working order free of damage. Failure to return such Loaned Devices within the period of time and in good, working order free of damage will result in a charge equivalent to the full retail cost of the Payment Device. Customer hereby grants Corral Solutions the right to ACH Customer’s bank account, or set off on any amounts owed to Customer by Corral Solutions, for such cost.

42. Payment Device Replacement. In the event that a Payment Device is no longer functioning and Corral Technical Support has deemed that a replacement is required, Customer will work with Corral Solutions to replace such Payment Device to continue to utilize the services hereunder based upon the provisions set forth below. 42.1 Loaned Devices – Corral Solutions will provide at no cost to Customer a replacement Payment Device if their existing Loaned Device no longer works due to, as determined by Corral Solutions, either 1) a hardware issue within 90 days of shipment by Corral Solutions or 2) malfunction directly caused by Corral Solutions (“Replacement Reasons”). Corral Solutions will deploy replacement device via 2 day shipping at Corral Solutions expense. Expedited shipping will be available at additional cost to Customer. In no event shall a Replacement device be covered by Corral Solutions if the Payment Devices has been damage from droppage, spillage, power surge, or other damage. Replacement devices may be either new or reconditioned Payment Devices, may not be the same device as previously provided to Customer, and shall be subject to the same terms as set forth herein. In the event that the Loaned Device requires replacement for a reason other than a Replacement Reason, Customer is responsible for paying retail cost of the Payment Device, shipping, and applicable taxes.
    42.2 Customer Owned Payment Devices – For any Payment Devices owned by the Customer, if the Payment Device needs to be replaced for a Replacement Reason, then Corral Solutions will replace the Payment Device and cover the cost of the Payment Device and shipping. Corral Solutions will deploy replacement device via 2 day shipping at Corral Solutions expense. Expedited shipping will be available at additional cost to Customer. For any replacements of such devices after the 90th day from shipment of the Payment Device, Customer is responsible for paying retail cost of the Payment Device, shipping, and applicable taxes.
    42.3 Replaced equipment must be returned to Corral Solutions within ten (10) business days. Failure to return such Loaned Devices within the period of time and in good, working order free of damage will result in a charge equivalent to the full retail cost of the Payment Device. Customer hereby grants Corral Solutions the right to ACH Customer’s bank account, or set off on any amounts owed to Customer by Corral Solutions, for such cost.
    42.4 Payment Device Upgrades – In the event that a Payment Device is no longer supported by the Services, Customer will be notified by Corral Solutions and Customer will beresponsible to purchase a new Payment Device that is supported by Corral Solutions.