TERMS & CONDITIONS

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

User Agreement

Effective date: April 15, 2025

Welcome to Nsight. The following terms of use (“Terms”) and Privacy Policy (together, the “User Agreement”) are a binding contract between you and NSIGHT HEALTH INC., a Florida corporation, (“Nsight”, “we” and “us”) and govern your use of our websites, products, services and applications, including but not limited to the services you purchase under the Services Addendum as updated from time to time on our website www.Nsightcare.com (the “Services”). By accessing or using the Services in any manner, you agree to be bound by the User Agreement. You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to this User Agreement on your behalf). If you are agreeing to this User Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this User Agreement on that organization or entity’s behalf and bind them to this User Agreement (in which case, the references to “you” and “your” in this User Agreement, except for in this sentence, refer to that organization or entity). Your use of the Services is expressly conditioned upon your assent to all of the terms and conditions of this User Agreement to the exclusion of all other terms. If you do not agree to any of these terms and conditions, then please do not use the Services.

If you have any questions, comments, or concerns regarding the User Agreement or the Services, please contact us at [email protected] or at 1-888-270-4225.

Updates to the Services and the User Agreement

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.

Nsight reserves the right, in its sole discretion, to modify the User Agreement at any time by posting a notice on the Nsight website, by sending you a notice through the Services, via email or by some other means. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you following such notice constitutes your acceptance of the terms and conditions of the User Agreement as modified.

Eligibility and Access to the Services

You understand and agree that Nsight is located in the United States, that we will process and store your information, including your Personal Information, in the United States, and that your use of the Services will be governed by the laws of the State of Florida, United States. If you do not agree, you may not use the Services.

You may be required to register and select a password and username (“Nsight User Name”) to use certain Services. You may sign up for the Services directly or through the use of a Services access code (“Access Code” or “Test Code”) provided by a third party entity ( “Provider”). For clarity, the term “Provider” is deemed to include all applicable third party providers processing your data on behalf of such Provider, which may include, without limitation, health care providers, insurance companies, managed care plans and medical facilities.

You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Nsight User Name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You shall only use third party accounts owned by you and not by any other person or entity.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You will keep all your registration information accurate and current. You are responsible for any activity associated with your account. Any failure to comply with this provision may result in immediate termination of your account. Nsight reserves the right to refuse registration of, or cancel a Nsight User Name in its discretion.

You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party that Nsight has not authorized in advance, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at [email protected].

Your User Materials

In the course of using the Services, you and other users may provide information which may be used by Nsight and which may be visible to other users. Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Any results, conclusions, reports or other materials derived from your User Submissions that are specific and identifiable to you are “Results,” and together with User Submissions are “User Materials.”

In order to display your User Materials on the Services, to allow other users to enjoy them (where applicable) and to provide and improve the Services, you grant us certain rights in those User Materials, as follows:

• For all User Materials, you hereby grant Nsight a license to (1) use, translate, modify (for technical purposes, for example, making sure your content is viewable on both iOS devices and desktop computers), reproduce and otherwise act with respect to such User Materials, in each case, in order to enable us to provide and/or improve the Services, and (2) use any and all such User Materials in an aggregated and anonymized form for any purpose, provided that any such use does not identify you individually.
• For all Results, you hereby grant Nsight a license to use, translate, modify, reproduce, create derivative works of, distribute and otherwise freely act with respect to such Results in an anonymized form for any purpose.
• If you share any User Materials in a manner that only certain users, clinicians, individuals or entities specified by you (“Specified Users”) can view (for example, sharing your Results with an individual or entity of your choosing) (a “Limited Audience User Material”) then you grant Nsight the licenses above, as well as a license to display, perform, share and distribute your Limited Audience User Material for the purpose of making such Limited Audience User Material accessible to such Specified Users and you grant such Specified Users a license to access that Limited Audience User Material and to use and exercise all rights in it as permitted by the functionality of the Services. Please note that if you register with Nsight using an Access Code, the Provider is considered a Specified User, and User Materials may be shared with such Provider. Also any clinician with whom you share User Materials is a Specified User.
• If you share any User Material publicly on the Services or elsewhere (“Public User Material”), you grant Nsight the licenses above and a license to display, perform and distribute your Public User Material for the purpose of making it accessible to all users of the Services. You also grant all other users of the Services a license to access such Public User Material, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that all the licenses you grant above are non-exclusive, royalty-free, sublicensable, perpetual, transferable, irrevocable and worldwide.

By providing any User Material in any way, you represent and warrant that you have all necessary rights to do so and to grant the licenses set forth above. The foregoing license grant to Nsight does not affect your ownership of or right to grant additional non-exclusive licensees to the material in your User Materials, unless otherwise agreed in writing. You, not Nsight, remain solely responsible for all User Materials that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services.

Finally, you understand and agree that Nsight, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Materials to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Sharing of your personal data is solely at your own risk. You expressly agree and consent to share your personal data with Nsight, any Provider and any clinician you may engage.

Ownership and Feedback

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user content, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Nsight’s) rights.

You understand that Nsight owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.

To the extent you provide any feedback, suggestions, improvements, enhancements and/or feature requests relating to the Services (“Feedback”) you hereby assign all right, title and interest in and to such Feedback to Nsight, and understand and agree Nsight may use such Feedback for any purpose without any further obligation to you.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Responsibility for Content

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such information or Content originated. We cannot guarantee the identity of any users with whom you interact in using the Services, are not responsible for which users gain access to the Services and cannot guarantee the authenticity of any data, information or Content available to you through the Services, including any data other users may provide about themselves. You access all information and Content at your own risk and we are not and will not be liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We are in no way responsible for any content created by any third party including content provided by a Provider.

You are responsible for all Content (including User Materials) that you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You are responsible for all your activity in connection with the Services and you will be solely responsible for any damage or loss to any party resulting therefrom.

Service Restrictions

You represent, warrant, and agree that you will not contribute any Content or User Material or otherwise use the Services or interact with the Services in a manner that:

1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Nsight or a Provider);
2. Violates any law or regulation, including, without limitation, any applicable export control laws;
3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. Jeopardizes the security of your Nsight account or anyone else’s (such as allowing someone else to log in to the Services as you);
5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
7. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
9. Copies or stores any significant portion of the Content;
10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Third Party Interactions

The Services may contain links or connections to third party websites or services that are not owned or controlled by Nsight. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Nsight is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Nsight has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services, including, but not limited to Providers or clinicians. In addition, although Nsight may monitor or record your usage of such third party sites or interactions, Nsight will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with Providers, clinicians, organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Providers, clinicians, organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Nsight does not recommend or endorse any Providers, clinicians, organizations and/or individuals. You agree that Nsight shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You also agree that Nsight may but is not required to receive a fee from such Providers, clinicians, organizations and/or individuals as a result of your usage of such third parties’ sites or interactions.

Electronic Communications

When you use our Services, or send emails to us, you are communicating with us electronically. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Services, “push” mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this User Agreement.

Release of Claims

To the fullest extent allowed by applicable law, you hereby release Nsight, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of (i) having acquired or not acquired any Content through the Services, or (ii) any disputes with any third party or our Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Service Fees

Nsight currently only charges the Provider for the services pursuant to an agreed upon Clinic/Provider Treatment Plan, which Provider may in turn be paid by insurance or Medicare/Medicaid, your access to the Services may be contingent upon (1) your maintaining a relationship with a Provider (2) your Provider receiving payment from insurance or Medicare/Medicaid and (3) your Provider maintaining an active service agreement with Nsight. Although your Provider is obligated to pay Nsight regardless of reimbursement, Nsight reserves the right to require payment of fees for certain or all of the Services directly from you if payment is not received. Nsight reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be posted on our websites, sent by via email or postal mail. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges. To the fullest extent allowed by applicable law, all fees paid hereunder are non-refundable unless otherwise permitted by this User Agreement. Nsight is in no way responsible for any liability, damages, fees or expenses arising out of or relating to medical bill reviews and audits by insurance companies or Medicare/Medicaid and you agree to indemnify defend and hold harmless Nsight from such liability, damages, fees or expenses.

Service Termination

Nsight reserves the right to modify, discontinue, terminate or suspend any and all Services without prior notice. In addition, Nsight may terminate or suspend your access to the Services (and/or any feature thereof) or your membership at any time, for any reason, and without warning. You may terminate your use of the Services at any time by following the instructions on the Services. Upon termination of your account for any reason, your right to access and use the Services and any User Materials will immediately cease. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you have provided to us after you have stopped using the Services. Provisions that by their nature should survive termination of this User Agreement (for example, indemnification obligations, limitation of liability, disclaimers of warranties, terms regarding ownership or intellectual property rights, and terms relating to disputes between us) shall survive termination.

Miscellaneous

No Medical or Other Professional Advice. Nsight does not offer medical advice or diagnoses, or engage in the practice of medicine. Similarly, the Services are not intended to provide any medical diagnosis or treatment, or serve as a substitute for professional medical advice, diagnosis, treatment, or for any other professional advice of any kind (including without limitation legal or financial advice). You acknowledge and agree that although a Provider may be involved in or related to the medical profession, the provision of the Services through an Access Code does not create a medical professional/patient relationship between you and Nsight or between you and any other individual or entity. If you seek treatment from a medical professional or  clinician you do so as a result of your own choice and decision, after thorough diligence and investigation. Additionally, although Nsight may provide a review of summary of your data to you or a clinician such a review is never a medical diagnosis and in no way shall be considered medical advice or treatment. Such treatment may only be provided by a licensed medical professional and Nsight is not a licensed medical professional. Do not ignore professional advice, or delay in seeking treatment because of anyone or any Content on the Services. Always seek the advice of your physician or other qualified health provider with any questions regarding your health or medical condition. If you think you may have a medical emergency, call your doctor or 911 immediately. Nsight does not recommend or endorse any specific tests, physician, products, procedures, opinions, or other information that may be mentioned on the Services. Reliance on any such information is solely at your own risk.

Warranty Disclaimer. Neither Nsight nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. To the fullest extent allowed by applicable law, we (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Nsight or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY NSIGHT (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT NSIGHT IS NOT A HEALTH CARE PROVIDER, THAT THE SERVICES DO NOT CONSTITUTE OR REPLACE MEDICAL ADVICE, AND THAT NSIGHT IS NOT RESPONSIBLE FOR THE RESULTS THAT MAY (OR MAY NOT) BE OBTAINED FROM THE USE OF THE SERVICES. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL NSIGHT (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100; (II) THE AMOUNTS PAID BY YOU TO NSIGHT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold harmless Nsight, its affiliates, officers, agents, employees, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your violation of this User Agreement, and (c) any liability, damages, fees or expenses arising out of or relating to a medical bill review or audits by insurance companies or Medicare/Medicaid. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer this User Agreement or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Nsight’s prior written consent. We may transfer, assign, or delegate this User Agreement and our rights and obligations without consent.

Agency. No agency, partnership, joint venture, or employment is created as a result of this User Agreement and you do not have any authority of any kind to bind Nsight in any respect whatsoever.

International Use. The Services are offered by Nsight from its facilities in the United States of America. Nsight makes no representations that the Services are appropriate or available for use in other locations. Users who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local laws. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export control laws. No software may be downloaded from the Services or otherwise exported or re-exported in violation of the export control laws of the United States.

Choice of Law; Arbitration. This User Agreement is governed by and will be construed under the laws of the State of Florida, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of this User Agreement shall be finally settled in San Francisco County, Florida, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this User Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Dade County, Florida. Any arbitration under this User Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS USER AGREEMENT, YOU AND NSIGHT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Nsight may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

Other. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this User Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this User Agreement shall otherwise remain in full force and effect and enforceable. You and Nsight agree that this User Agreement are the complete and exclusive statement of the mutual understanding between you and Nsight, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this User Agreement. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Nsight, and you do not have any authority of any kind to bind Nsight in any respect whatsoever. You and Nsight agree there are no third party beneficiaries intended under this User Agreement.

SERVICES ADDENDUM (Effective April 15, 2025)

1. SERVICES

Services Overview:

Nsight will deliver certain turnkey, end-to-end care management program support services on behalf of the Customer as agreed in a written Clinical Treatment Plan with Nsight (the “CMP Services”) pursuant to this Services Addendum, the below Services Addendum Terms and Conditions, the applicable Order Form, the applicable Clinical Treatment Plan and the Business Associate Agreement executed with Customer. The CMP Services may include the following as communicated to and agreed upon by Nsight:

☐  Remote Patient Monitoring (RPM)

☐  Chronic Care Management (CCM)

☐  Principle Care Management (PCM)

☐  Behavioral Health Integration (BHI)

☐  Annual Wellness Visits Questionnaire (AWV)

☐  Device Procurement (DP)

1. Nsight Responsibilities: 

Identification of patients for Customer that may be eligible for the CMP Services based on EMR access and/or patient report from Customer.

Following physician approval and receipt of patient consent to contact regarding the CMP Services, contact approved patients, on behalf of Customer, for consent to enroll in the CMP Services and acceptance.

Assist in enrolling patients in CMP Services following initial patient outreach. 

To the extent required for the CMP Services, provide remote monitoring device to Customer patient as set forth in this SOW.

EHR and Patient Accounting System Integration as mutually agreed:

Engage in patient education and onboarding.

Provide technical support to both Customer’s patients and Customer’s clinic for any issue related to the software platform.

Provide direct line of contact for Customer’s patients and provide escalations to Customer physicians.

Establish escalation workflows aligned with Customer’s clinical criteria, which shall be provided to Nsight in writing.

1. Customer Responsibilities

Identify physicians for initial roll out to act as program champions to build awareness of the care management programs to Customer personnel.

Provide access to the Nsight enrollment team to EHR to determine which patients may be eligible for services.  Obtain consent from the patient for Nsight to contact these patients for enrollment purposes.

Allow Nsight to mimic caller-ID for the purpose of contacting patients.

Generate and submit claims.

Inform staff of Nsight’s services and phone calls prior to beginning so enrollment calls with Customer patients are successful.

1. PAYMENT METHOD

To access the Services, Customer agrees to pay all amounts due on a monthly basis in one of the following methods

( ) Credit card (3% fee applies, must execute authorization)

( ) ACH transfer (no fee, must execute authorization)

Nsight will provide a billing report to Customer after the close of each month reflecting Services performed by Nsight in that month. Customer may use that report to bill Medicare, Medicaid or other commercial payor for the Services. Nsight will then issue a pre-adjusted invoice at the beginning of the following month for the full amount reflected in the billing report. Within 10 days of transmittal of the pre-adjusted invoice, Customer may contact Nsight to request adjustments for Services performed by Nsight in the previous month that were rejected, denied or partially paid in an amount less than billed by Nsight. Nsight may then waive its fees relating to any unpaid charges in its sole discretion. If Customer does not contact Nsight or if no adjustments are made, payment for the full amount of the pre-adjusted invoice is due at the end of 10-day adjustment period. 

If adjustments are made by Nsight then payment for the adjusted amount is still due 10 days after the pre-adjusted invoice date is issued. If any unforeseen delay occurs or timely adjustments are not possible, Customer may request an additional 5-day grace period for adjustment which will be granted at Nsight’s discretion. If late adjustments are requested, Nsight may charge the full pre-adjusted invoice amount and may issue a credit to Customer against future invoices at a later date. Payment is not subject to receiving payment or reimbursement from insurance, including Medicare, Medicaid or any other commercial payor. 

Summary

Close of Month – Billing report distributed

Following Month – Pre-adjusted invoice sent, on 1st of the month

10 Day Adjustment Period – Payment due at end of 10 days, on the 10th of the month

1. SERVICE TERM

(   ) 90 day periods – Retail (Default)

90 days with automatic and successive 90 day periods unless Customer provides at least 90-days written notice of non-renewal prior to expiration of the current term 

(   ) One Year Agreement – 5% Discount (Subject to Order Form)

1-year fixed term agreement w/ auto-renewal of 1 year term unless Customer provides at least 90-days written notice of non-renewal prior to expiration of the current term 

(   ) Two Year Agreement – 7.5% Discount (Subject to Order Form) 

2-year fixed term agreement w/ auto-renewal of 2 year term unless Customer provides at least 90-days written notice of non-renewal prior to expiration of the current term 

(   ) Three Year Agreement – 10% Discount (Subject to Order Form) 

3-year fixed term agreement w/ auto-renewal of 3 year term unless Customer provides at least 90-days written notice of non-renewal prior to expiration of the current term 

(   ) Five Year Agreement – 15% Discount (Subject to Order Form) 

5-year fixed term agreement w/ auto-renewal of 4 year term unless Customer provides at least 90-days written notice of non-renewal prior to expiration of the current term

If Customer terminates Services for any reason prior to the completion of the applicable term, Customer will pay Nsight Liquidated Damages equal to 65% of the highest monthly invoice sent to Customer prior to termination multiplied by the number of months left on the applicable agreement term. Customer agrees that this is a reasonable approximation of damages which would be otherwise be difficult to determine and is not a penalty.

Additionally, all underlying patients are subject to a 90-day minimum.

The CMP Fees are not a portion of the professional fees charged by Customer to patients for the professional services. The CMP Fees shall be due and payable to Nsight when delivered and are not contingent or dependent upon Customer’s reimbursement/collections from any third party-payor.

1. PRICING

The CMP Fees are due and payable monthly by the Customer at the rates specified below, which are locked in for the duration of the initial term selected. Following the initial term, Nsight may increase the amount of the CMP Fees for any renewal term by providing sixty (60) days’ notice to Customer prior to commencement of the renewal term. Customer may terminate this Agreement within thirty (30) days of its receipt of notice from Nsight to adjust the CMP Fees; provided, however, that if Customer fails to object to the adjustment in writing within the foregoing thirty (30) days, then Customer will be deemed to have agreed to the adjustment.

G0402-$100 

G0438-$100 

G0439-$80

99490-$35

99439-$30

99453-$15

99454-$35

99457-$30

99458-$30

99484-$35

99426-$40

99427-$35

Provided Customer timely submits all billable services for payment Nsight will guarantee that Customer is only charged a fee on paid CPT codes (“Get Paid First Guarantee”). If Services are not billable because they fail to meet required thresholds, then Customer will not be charged. If Customer elects not to submit billable services for payment for any reason, then Customer agrees Nsight may increase rates at its discretion to cover such unbilled work and the Get Paid First Guaranty will not apply. Further, to receive the benefit of the Get Paid First Guarantee, Customer must submit a collection report to Nsight prior to the 10th of each month. Failure of the Customer to submit a collection report by the 10th will result in payment for all services being processed by Nsight. If the collection report is later submitted by the Customer, then Nsight may issue credit to Customer on their next month’s invoice for invalid charges that as established to Nsight’s satisfaction. 

1. PATIENT ENROLLMENT

Customer agrees that Nsight will be responsible for enrolling Customer patients in the CMP Services, and that only Customer patients or Nsight may disenroll Customer patients from the CMP Services. Customer may advise Nsight that a Customer patient is deceased or is ineligible for the CMP Services due to an insurance claim denial and will provide Nsight with written proof in each instance. In these limited circumstances, disenrollment will be automatic. Customer agrees that no more than 10% of all Customer patients receiving services may be disenrolled in any given thirty (30) day period, and Customer will continue to pay Nsight directly for any disenrolled services that exceed this percentage based on historic averages, regardless of whether any services are actually provided. 

Customer and Nsight will collaborate to design an enrollment campaign based on forecasts and Customer assumptions. Once the enrollment campaign is agreed upon, Customer acknowledges that Nsight will immediately incur costs and expenses. Customer acknowledges that once an enrollment campaign is agreed upon and commences, Customer may not cease, pause or terminate the enrollment campaign. Nsight will be entitled to damages equal to the amount of estimated revenue that Nsight determines it would have received during such period of pause or termination as determined by Nsight in its sole discretion. 

1. DEVICES

FDA cleared devices will be provided. If the services for each patient exceeds ninety (90) days the devices will be without charge, however if usage is less due to a clinic initiated patient discharge, a $250 fee per device kit will be charged. Devices are not returnable and non-refundable.

1. ACKNOWLEDGEMENTS

Customer expressly agrees and warrants the following 

Customer has the authority to bind the medical practices servicing services. 

Customer has read and agrees to this Services Addendum, the below Terms and Conditions, any Oder Form, the Clinical Treatment Plan and a Business Associate Agreement with Customer.

The Clinical Treatment Plan incorporated herein (the “Protocols”) reflects any required Customer revisions or edits to the Protocols. 

Nsight Health, Inc. may mimic the caller-ID of the practice for the purpose of contacting patients on behalf of Customer.

Customer will inform its staff of Nsight’s services and conduct phone calls prior to beginning services to give enrollment calls the best chance at success.

Customer will encourage patients that have received a device to continue participating and will ensure to the best of its ability that all staff is trained to do the same.

if Customer discontinues services, It will provide the required prior written notice and help Nsight get their devices back from all patients.

Customer agrees and understands that RPM code 99454 is billable for 16 days of reading or programmed alerts within 30-day periods and those 16 days can be met by a combination of days with readings or alerts.

Customer agrees and understands that its patients may be billed for CCM time when a patient call has not occurred due to the many circumstances in which clinical time is needed to build care plans and other required work after the patient has consented to services.

Customer agrees that it is responsible for timely billing of the claims within 48 hours of receiving the billing file from Nsight and is responsible for the timely submission of a payment report by the 10th of every month when an invoice is due from Nsight.

Customer agrees that Nsight may access Customer’s electronic healthcare records (“EHR”) to determine which patients may be eligible for services and direct Nsight to contact such patients for enrollment purposes.

Customer agrees to immediately notify Nsight through proper communication channels when a patient tells Customer they no longer want to be enrolled, when they return a device to the clinic or if Customer finds out a patient is deceased so that Nsight can remove the patient from the services and the billing files.

Customer agrees to the general diagnoses and device assignment recommendation list as referenced in the Protocols. 

Customer agrees to work with Nsight to create an enrollment campaign based on forecasts and assumptions and once that enrollment campaign has been agreed upon, Customer acknowledges that Nsight will incur costs and fees and agrees not to stop, pause or terminate applicable services related to enrollment call campaigns and will compensate Nsight forsuch costs and fees if it does so as determined by Nsight.

SERVICES ADDENDUM TERMS & CONDITIONS (4/15/2025)

1. PRODUCTS & SERVICES
2. Services. Customer shall select the products and services Customer wishes to purchase through Nsight when you agree to your Clinical Treatment Plan with Nsight (“Services”). By selecting a particular product or service, Customer agrees to the relevant terms associated with that product or service set forth herein and in the Clinical Treatment Plan. Customer understands and agrees that Services require access to Customer’s electronic Healthcare Records (“EHR”) system relating to all patient and other related data (“Customer Data”) and hereby grants Nsight unrestricted access for such purpose. Customer must also agree to a Business Associate Agreement (“BAA”). 
3. Devices.  Nsight offers, for purchase, certain devices to be utilized with the Software (“Devices”) and Nsight agrees to sell Devices to Customer during the Term as set forth on an SOW. Any additional or different terms not set forth in an SOW or this Agreement and proposed by Customer for the purchase of Devices are unacceptable to Nsight, are expressly rejected by Nsight, and will not become part of any SOW. Devices are shipped FOB Destination and title and risk of loss shall pass to Customer upon delivery to Customer’s facility. Any time quoted by Nsight for delivery is an estimate only and Nsight is not liable for any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery. Nsight does not provide any guarantees regarding Device pricing or availability and may reject any Device purchase in its commercially reasonable discretion. Customer acknowledges that Nsight is serving as a reseller of the Devices and the terms of such purchase, and any remedies for any issues relating thereto, shall be subject to Device availability and separate terms and conditions and warranties, if any, issued by the Device manufacturer. Customer acknowledges that the Devices may collect and transmit information about Authorized Users or any individual utilizing a Device to the Software and the Device manufacturer. Customer is responsible for providing all users, including Authorized Users with all information, notices, and disclosures required by applicable law and, if necessary, to obtain all consents, permission, and authorization necessary for the transmission of such information. Nsight does not endorse or make any representations, warranties, or guarantees with respect to the Devices and any warranties, implied or express, are purposefully and entirely disclaimed. Customer shall be responsible for complying with all terms and conditions, disclaimers, warning notices, and other documentation and instructions provided with Devices or issued by Device manufacturers. 
4. SOFTWARE
5. Application  Software.  During the Term and subject to Customer’s payment of all relevant fees, Nsight will provide Customer and its employees and contractors, providers, and patients (its “Authorized Users”) a non-exclusive, non-transferable, non-sublicensable right to access and use Nsight’s application software (the “Software”) as set forth in an SOW.  Customer and its Authorized Users may access and use the Software:  (a) only in accordance with Nsight’s Online Terms and Conditions available at https://nsightcare.com/terms-conditions/, as amended from time to time (“T&Cs”), which is incorporated by reference, and the then-current documentation, specifications, and instructions regarding the Services and Software made generally available by Nsight to its customers and modified from time to time (the “Documentation”), (b) to upload and/or transmit Customer Data by and through the Software; and (c) to access and use reports generated from time to time by Nsight. Customer shall be responsible and liable for all access and use by its Authorized Users. Customer is responsible for ensuring its Authorized Users comply with all relevant terms of this Agreement, including the T&Cs, and any failure to comply will constitute a breach by Customer. If Customer is required to agree to any third-party software licenses, Customer shall be responsible for complying with the terms and conditions of those third-party software licenses and shall maintain such licenses during the Term of this Agreement. Nsight does not control and is not responsible for any third-party software or services accessed or used by Customer in connection with Customer’s use of the Software. The ability to use third party software in connection with the Software does not imply any endorsement by Nsight and Nsight makes no representations or warranties with respect to any third party software.
6. Restrictions. Except as expressly authorized by this Agreement, Customer will not, and will not allow any Authorized User or other third party: (i) to permit any third party, other than an Authorized User, to access or use the Software or Services, (ii) to decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Software, except to the extent expressly permitted by applicable law, (iii) to use the Software or Services, or any Nsight Confidential Information to develop a competing product or service, (iv) to use any Software in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency, (v) to remove, minimize, block, or modify any copyright, trademark, proprietary rights, disclaimer, digital watermark, or warning notice included on or embedded in any part of the Software, Services, or Documentation, including any screen displays, etc., or any other products or materials provided by Nsight hereunder, (vi) to use the Software or Services in a manner that violates privacy rights or that constitutes infringement of the intellectual property or other proprietary rights, (vii) to use the Software or Services for fraudulent or illegal purposes, and/or (viii) to use the Software or Services or in any manner that otherwise violates Nsight’s policies, applicable laws, ordinances or regulations. Under no circumstances will Nsight be liable or responsible for any use, or any results obtained by the use, of the Software or Services in conjunction with any services, software, content, or hardware that are not provided by Nsight. All such use will be at Customer’s sole risk and liability.
7. Connectivity; Internet. Customer and its Authorized Users are solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software, including all hardware, software, operating systems, networking, web servers, and telecommunication or Internet connections, and paying for all equipment and telecommunications costs, fees and services required for Customer’s and its Authorized Users’ access. Nsight shall not be responsible for not performing, or for a delay or interruption in performing, the Services or Software if due to a network communications error, failure, or interruption beyond the control of Nsight.
8. Support Services.  During the Term, Nsight will provide Customer with reasonable telephone and email support in connection with Customer’s authorized use of the Software during Nsight’s then-current business hours. Nsight will provide Client with Software updates and bug fixes that Nsight in its sole discretion makes generally available to its other similarly situated customers at no charge. However, Customer shall not be entitled to receive updates or new releases that include new or different functionality for which Nsight imposes an additional charge to its customers. New or different functionality may be purchased by Customer, in its discretion, at Nsight’s then current pricing. Nsight will use commercially reasonable efforts to correct reproducible failures of the Software to perform in substantial accordance with the then-current Documentation. 
9. CUSTOMER RESPONSIBILITIES
10. T&CS.  Customer shall require its Authorized Users to review and accept the T&CS prior to accessing the Services.  Customer shall abide by and require its Authorized Users to abide by the T&CS. Customer’s continued use of the Software and Services constitutes Customer’s consent to any revisions to the T&CS. In the event of an irreconcilable conflict between the T&CS (which includes the online privacy policy) and this Agreement, the provisions of this Agreement shall govern. No other agreements, representations, or warranties have been made by either Party to the other with respect to the subject matter of this Agreement, except as referenced herein.
11. Billing; Patient Copays and Deductibles.  Customer shall have the sole and exclusive responsibility to bill and collect from all patients, health plans, governmental agencies, third party payers, and other financially-responsible parties. Nsight may not, and shall not, bill any patient, governmental agencies, or third party payer for the Services rendered to Customer or any Authorized User under this Agreement. In billing and collecting for the Services Customer shall be responsible for all billing, coding, documentation, claims submission, and collections associated with the Services including the determination of whether or not the Services are covered by health plans, governmental agencies, third party payers or other financially-responsible parties. Nsight shall not be responsible to refund, offset or indemnify Customer for any claim denials, audits, adjustments, or overpayments in connection with Customer’s billing of the Services. Customer shall comply with all billing laws, regulations, instructions, interpretative guidelines, incident to rules, and other requirements established by governmental and commercial payers when billing for the Services. Customer further agrees to hold Nsight harmless and indemnify Nsight from any responsibility or claim of any kind relating to Customer’s billing and collection of fees for the Services. Customer is responsible for collecting from a participating patient any applicable patient copays or deductible amount as required by any health insurance plan, whether commercial or government sponsored.
12. PAYMENTS
13. Fees.  As compensation for the Services, Customer shall pay the fees listed in the applicable SOW (the “Fees”).
14. Payment.
15. Nsight shall invoice Customer monthly the Fees.
16. Currency.  All amounts set forth in this Agreement are denominated and shall be paid in U.S. dollars.
17. Overdue Payments.  Any payment owed by Customer to Nsight hereunder and not timely paid to Nsight (an “Overdue Payment”) may accrue, at Nsight’s discretion, late charges of 5% of the amount due plus interest at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.  If there are payments outstanding for more than one (1) day and such payments have not been disputed in good faith, Nsight will provide a fifteen (15) day grace period to cure.  If, after the fifteen (15) day cure period, payments remain overdue, the late fee shall apply and Nsight reserves the right to suspend Customer’s and its Authorized User’s access to the Software and Services until such amounts are paid in full.  Customer shall continue to be obligated to pay the Fees during such suspension period.
18. Disputed Payments.  Customer must indicate that they are disputing any of the Fees or expenses, in writing, to Nsight within ten (10) business days of receipt of the invoice specifying such Fees or expenses (a “Dispute Notice”).  In the event Customer disputes any fees or expenses owed pursuant to this Agreement and withholds payment, Nsight and Customer agree to attempt to resolve such dispute through informal meetings and discussions in good faith between appropriate representatives of the Parties within ten (10) days of receipt of the Dispute Notice before resorting to any other dispute resolution procedure.  
19. Taxes.  All amounts payable by Customer to Nsight pursuant to this Agreement are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature (“Taxes”), and all payments to Nsight are payable in full without reduction for Taxes.  Customer is responsible for payment of all Taxes, excluding taxes owed by Nsight based on Nsight’s net income.  If Nsight has the legal obligation to pay or collect Taxes for which Customer is responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Nsight with a valid tax exemption certificate authorized by the appropriate taxing authority.
20. PROPRIETARY RIGHTS
21. Nsight Intellectual Property.  Nsight’s “Intellectual Property” shall mean the Services (which is defined to include the Software), Documentation, Nsight Developments and all discoveries, ideas, concepts, designs, inventions (e.g., compositions of matter, machines, processes, algorithms, models, protocols, formulae, methods of doing business), source code, improvements, works, works of authorship (e.g., computer programs and associated documentation, drawings, flow charts, schematics and other works subject to copyright, design right or other like protection), trade secrets, patents, registered designs, works, copyrights, registrations, applications, and other intellectual property of Nsight. Nsight’s Intellectual Property shall also include its technology, knowledge and work product relating to the Services and Documentation, including formulation, design, ideas, inventions, innovations, discoveries, concepts, processes, techniques, architecture, user interfaces, know-how, engineering and research data, proprietary clinical service protocols, algorithms, database design and architecture, templates and associated macros, expert-developed content for patient care management, monitoring and reporting, medical record databases, preclinical and clinical data, specifications, drawings, diagrams, descriptions, reports, and records. Customer understands, acknowledges and agrees it has no right to transfer, distribute or reproduce the Services or Software, in whole or in part, or prepare any derivative works with respect to, or disclose Confidential Information pertaining to any Services or Intellectual Property. Customer further acknowledges and agrees that Nsight owns all right, title, and interest in and to the Services, Software, Documentation, and Intellectual Property including any changes or modifications or improvements made thereto in connection with or independent of this Agreement. Under no circumstances will Customer be deemed to receive title to any portion of the Services or Intellectual Property, title to which at all times will vest exclusively in Nsight. Customer will not use any Confidential Information disclosed by Nsight to Customer to contest the validity of any intellectual property rights of Nsight or its licensors. Any such use of Nsight’s Confidential Information or data will constitute a material, non-curable breach of this Agreement.
22. Nsight Developments.  All inventions, works of authorship, and developments conceived, created, written, or generated by or on behalf of Nsight, its subcontractors, vendors, licensors and providers whether solely or jointly, including without limitation, in connection with the Software hereunder (“Nsight Developments”) and all intellectual property rights therein, shall be the sole and exclusive property of Nsight or its subcontractors, vendors, licensors and providers as applicable.  Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Nsight may reasonably request, to perfect ownership of the Nsight Developments. 
23. Trademarks.  Nothing in this Agreement shall grant any Party any ownership interest, license or other right to any other Party’s trade names, trademarks or service marks, except as expressly provided herein.
24. Customer Data.  As between Nsight and Customer, all right, title and interest in the Customer Data belong to and are retained solely by Customer.
25. Customer hereby grants to Nsight, its subcontractors and vendors a limited, non-exclusive, royalty-free, worldwide right and license (the “License”) to:
26. Use, reproduce, aggregate and modify the Customer Data and to perform all acts with respect to the Customer Data as may be necessary for Nsight to provide the Services to Customer and its Authorized Users; and
27. Use or modify the Customer Data for the purposes of creating de-identified data from PII and PHI contained in the Customer Data (“De-identified Data”).  
28. Access Customer’s EHR upon commencement of the Services and from time to time at Nsight’s discretion to perform the Services, including but not limited to, reviewing Customer’s patient medical records to assist and recommend to Customer patients who may benefit from the Services.  Customer shall cooperate with Nsight to perform outreach to patients which Customer agrees may benefit from receipt of the Services. Nsight is authorized to call, email, and/or text message eligible patients on an ongoing basis to enroll them into the Services.
29. Customer shall comply with all intellectual property, marketing laws, advertising laws, privacy laws, and all other laws and regulations related to the Customer Data and shall comply with all legal duties applicable to Customer. Customer shall obtain from and provide to all Authorized Users all authorizations, consents, information, notices, or permissions from all patients and Authorized Users required by applicable privacy and data privacy and security laws to permit Nsight to perform the Services, including, but not limited to, the authorization or consents necessary to call (through the use of an autodialer or pre-recorded messages), email, and/or text message patients and authorized users in compliance with all applicable laws.

iii. Customer Data will be included in and treated as Customer’s Confidential Information under this Agreement.

1. Feedback.  Nsight owns all right, title and interest in and to any suggestion, enhancement, request, recommendation, or other feedback related to the Software or Services provided by Customer or its Authorized Users (any “Feedback”).  Feedback shall not be considered Customer’s Confidential Information pursuant to this Agreement.  Nsight may use Feedback for any purpose without obligation of any kind. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer grants Nsight an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with Nsight’s business, including the enhancement of the Software and Services.
2. Contact Information License.  Customer also grants Nsight a license during the Term to mimic the Caller ID of Customer in all communications with Customer’s or its Authorized Users’ patients so that all patient questions will be sent directly to Customer for medical treatment and referral, not to Nsight which is unable to, and does not, give any medical treatment or advice.  The sole purpose is to permit Customer to provide medical care to each such patient not to defraud, cause harm, or wrongfully obtain anything of value from the patient.
3. De-identified Data.  Nsight may use PII and PHI (a subset of Customer Data) to create De-identified Data.  Nsight may use, create, modify, aggregate, and disclose De-identified Data for any purposes not prohibited by law.  Nsight owns all rights, title and interest in such De-identified Data and any data, information and material created by Nsight with such De-identified Data, including all Intellectual Property Rights therein.  De-identified Data is NOT Customer Data.  For the avoidance of doubt, the second and third sentences of this Section shall survive the expiration or earlier termination of this Agreement.
4. Usage Data. Subject to any applicable restrictions under HIPAA, Nsight shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, Software, and related systems and technologies (including information concerning Customer Data and data derived therefrom) (“Usage Data”), and Nsight may (a) use Usage Data to improve and enhance the Services, Software and for other development, diagnostic, and corrective purposes in connection with the Services, Software and other Nsight offerings, and (b) disclose Usage Data solely in aggregated or other de-identified form in connection with its business, provided such data does not include (directly or by inference) any information identifying Customer or any identifiable individual. No rights or licenses are granted except as expressly set forth herein.
5. Third Party Data. The Services and Documentation may contain material, data, or information provided by third parties (“Third Party Data”). Nsight does not control Third Party Data and is not responsible for its content. Nsight’s inclusion of Third Party Data in the Services does not imply any endorsement of the information and Nsight makes no representations or warranties with respect to any Third Party Data.
6. All Rights Reserved. All rights and license not expressly granted by Nsight under this Agreement are reserved.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8. Mutual Representations and Warranties.  Each Party represents, warrants and covenants that such Party has conducted reasonable inquiry and based thereon is informed and believes that: (i) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (ii) its acceptance of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust; and (iii) it will comply with any and all applicable local, state, and/or national laws or regulations applicable to such party, including, without limitation, those related to PHI, Covered Entities, and Business Associates as each term is defined under HIPAA, and to any other laws or regulations regarding data privacy and transmission of personal data.
9. Customer Representations and Warranties.  Customer represents, warrants and covenants that: (i) any Customer Data provided by Customer for use in connection with the Services or Software does not and will not infringe the intellectual property, publicity, or privacy rights of any person and is not defamatory, obscene, or in violation of applicable foreign, federal, state and local laws, rules and regulations (including but not limited to applicable policies and laws related to spamming, such as CAN-SPAM, Telephone Consumer Protection Act of 1991, privacy, and consumer protection); (ii) neither Customer nor any Authorized Users shall make any representations with respect to Nsight, the Services or Software, or this Agreement (including, without limitation, that Nsight is a warrantor or co-seller or provider of any of Customer’s services); and (iii) neither Customer nor any of its respective officers, directors, employees, or contractors is or has ever been: (1) convicted of a criminal offense related to health care or the provision of healthcare items and services payable by a federal or state health care program (for example, Medicare and Medicaid); (2) assessed civil money penalties for an offense related to health care or to the provision of healthcare items or services payable by a federal or state health care program; (3) excluded, debarred, or suspended from participation in any federal or state health care program; or (4) excluded, debarred, or suspended by any federal agency from receiving federal contracts. Customer shall notify Nsight immediately of any breach of any representation or warranty in this Section or any other Section under this Agreement or of any information or situation which could reasonably lead to a breach of this Section.
10. Practice of Medicine.  CUSTOMER HEREBY AGREES AND ACKNOWLEDGES THAT NSIGHT, ITS SUBCONTRACTORS, VENDORS, LICENSORS AND PROVIDERS, AS APPLICABLE ARE IN NO WAY ACTING AS A MEDICAL PROVIDER WITH RESPECT TO ANY PATIENT OR ANY OF CUSTOMER’S RELATED PARTIES AND PROVIDERS, NOR IS NSIGHT PROVIDING 24/7 CONTINUOUS, SYNCHRONOUS, OR EMERGENCY ALERTING.  CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE TREATMENTS, PROCEDURES, WORKFLOW, INFORMATION, MEDICATIONS, PROCESSES, PRODUCTS AND OTHER ITEMS REFERENCED BY NSIGHT OR ITS SOFTWARE ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE OF TREATMENT, PROCEDURE, INFORMATION, PRODUCT OR MEDICATION AND THAT THE ULTIMATE RESPONSIBILITY FOR DIAGNOSING AND TREATING ANY PATIENT RESTS WITH THE PHYSICIANS TREATING SUCH PATIENT.
11. Disclaimer.  THE SERVICES AND SOFTWARE ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.  CUSTOMER’S AND ITS AUTHORIZED USER’S USE IS AT ITS OWN RISK.  NSIGHT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NSIGHT OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF NSIGHT’S OBLIGATIONS HEREUNDER. THE SERVICES AND SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. THE SERVICES AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  NSIGHT DOES NOT OPERATE OR CONTROL THE INTERNET AND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.  CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER’S DATA, WEBSITES, COMPUTERS, OR NETWORKS. NSIGHT WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES AND SOFTWARE, INCLUDING WITHOUT LIMITATION ANY INFORMATION, DATA, PRODUCTS, PROCESSES, AND OTHER MATTERS REFERENCED BY THE SERVICES REMAINS WITH THE CUSTOMER.  NSIGHT DOES NOT GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO THE SERVICES OR SOFTWARE, OR THAT DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED. NSIGHT DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICES OR SOFTWARE ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. NSIGHT DOES NOT WARRANT ANY DATA PROVIDED BY NSIGHT OR THROUGH THE SERVICES OR SOFTWARE WILL BE ACCURATE OR COMPLETE. CUSTOMER IS RESPONSIBLE FOR PRESERVING AND MAKING ADEQUATE BACKUPS OF ITS DATA.
12. Basis of the Bargain.  CUSTOMER ACKNOWLEDGES AND AGREES THAT NSIGHT HAS OFFERED ITS SERVICES AND ENTERED INTO THIS AGREEMENT TO WHICH IT IS A PARTY IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR 

ALLOCATION OF RISK BETWEEN CUSTOMER AND NSIGHT, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND NSIGHT.  CUSTOMER ACKNOWLEDGES AND AGREES THAT NSIGHT WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO CUSTOMER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

7. CONFIDENTIALITY
8. Confidential Information Defined.  “Confidential Information” means any and all non-public technical and non-technical information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure and/or receipt ought to be treated as confidential and proprietary information, including but not limited to:  (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatuses, formulae, equipment, algorithms, software programs, software source and object codes and documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) the business relationships and affairs of either party and its clients, patients, and referral sources; (d) the internal policies and procedures of either Party; (e) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (f) the terms of this Agreement.  Nsight’s Confidential Information includes the Software, De-identified Data, and Usage Data.  Confidential Information of Customer includes Customer Data.  Confidential Information also includes all summaries and abstracts of Confidential Information.  In addition, Confidential Information excludes PHI, which must be protected according to the Business Associate Agreement between the Parties.
9. Confidential Information Terms.  Each Party acknowledges that, in the course of the performance of this Agreement, it may obtain the Confidential Information of the other Party.  The Receiving Party will, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information.  The Receiving Party will not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under this Agreement.  Notwithstanding the above, if the Receiving Party is required to disclose the other Party’s Confidential Information upon the order of any competent court or government agency, such disclosure shall not be considered a breach of this Agreement; provided that, prior to disclosure, to the extent possible, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.  Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care), and to appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section
10. The Receiving Party will not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.
11. Exceptions.  The term “Confidential Information” shall not include any information which:  (i) was known by the Receiving Party without restriction prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party, as evidenced by Receiving Party’s written records; (ii) was developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written records; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party.
12. Injunctive Relief.  The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damage.
13. HIPAA Compliance.  Each Party, to the extent applicable, will comply with laws and regulations applicable to the privacy and security of individually identifiable health information, including but not limited to state laws and regulations and the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and/or regulations promulgated thereunder (“HIPAA Regulations”).  State law, HIPAA, HITECH, HIPAA Regulations and other federal laws and regulations are hereafter referred to collectively as “Privacy Laws”.  The Business Associate Agreement executed between the Parties further describes the Parties’ obligations with respect to compliance with HIPAA, HITECH, and HIPAA Regulations, and is hereby incorporated into this Agreement by reference.
14. Security.  Each of Customer’s Authorized Users will create a unique user login and password to be used to access and use the Software.  Customer will be, and will ensure that its Authorized Users are, responsible for maintaining the confidentiality of all Authorized User logins and passwords and for ensuring that each Authorized User login and password is used only by the Authorized User to which it was issued.

  Customer shall restrict its Authorized Users from sharing passwords.  Customer agrees to immediately notify Nsight of any unauthorized use of any account or login and password issued to its Authorized Users, or any other breach of security known to Customer.  Nsight will have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.  Customer will ensure its Authorized Users do not circumvent or otherwise interfere with any user authentication or security of the Software.

8. INDEMNIFICATION
9. Indemnification by Customer.  Customer shall indemnify and hold harmless Nsight and its officers, directors, employees, agents subcontractors, vendors, licensors and providers, as applicable (“Nsight Indemnified Parties”), from and against any and all damages, liabilities, penalties, interest, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) (“Losses”), arising, directly or indirectly, out of or relating to any claim, action or proceeding (a “Claim”) brought by a third party based on:  (i) the improper use or operation of the Services by Customer or patients, including, without limitation, any non-authorized use of user logins, provided, however,

 that Customer shall have no indemnification obligation for any Claim for which the sole proximate cause was the gross negligence or willful misconduct of Nsight; (ii) a breach of this Agreement or the T&CS by Customer or any of its Authorized Users, (iii) the accuracy, quality, integrity, legality, reliability or appropriateness of Customer Data or any other content or data of Customer or its Authorized Users (including any patients), (iv) any allegation that Customer Data infringes the intellectual property, publicity, or privacy rights of any person, (v) violation of any applicable law, rule or regulation by Customer or its Authorized Users, (vi) the diagnosis and/or treatment of any of Customer’s or its Authorized Users’ patients, (vii) the negligent acts or willful misconduct of Customer or its Authorized Users, and/or (viii) the Excluded Claims.  Customer will pay all Losses (whether by settlement or award of by a final judicial judgment) incurred by the Nsight Indemnified Parties from any such Claim.

1. Indemnification by Nsight.  Subject to limitations of liability as set forth in Section 9, Nsight agrees to or will require that its subcontractors, vendors, licensors and providers, as applicable defend Customer and its officers, directors, employees and agents (a “Customer Indemnified Party”) from and against any Claims brought by a third party resulting from or arising out of a successful Claim that Customer’s or its Authorized User’s authorized use of the Software infringes or misappropriates the patent, trade secret, trademark, copyright or other Intellectual Property Rights of any third party (an “Infringement Claim”).  Nsight shall have no obligation to indemnify Customer to the extent the claimed infringement arises from or is based on (a) any Customer data, (b) specifications provided by Customer or its agents, (c) use of the Software in combination with any hardware, software, products, data, or other materials not provided by Nsight, or (d) misuse of the Software (the “Excluded Claims”). In the event of an Infringement Claim, or if Customer’s use of the Software becomes, or in Nsight’s opinion is likely to become, the subject of an Infringement Claim, Nsight may, at its or its subcontractors, vendors, licensors and providers, as applicable, election and expense, (i) modify the Services to be non-infringing and functionally equivalent; or (ii) obtain the right for Customer and Customer’s patients to continue using the Software at no additional cost to Customer.  If none of the foregoing is commercially practicable, Nsight may terminate this Agreement and return a prorated portion of any pre-paid, unused fees for the Software . The provisions of this Section 8(b) states the sole and exclusive obligations and liability of Nsight and its vendors, licensors, and suppliers, and Customer’s sole and exclusive remedy for any claim of intellectual property infringement arising out of or relating to this Agreement and are in lieu of any implied warranties of non-infringement and title, all of which are expressly disclaimed.
2. Procedure.  Each Party shall provide to the other Party prompt notice of any Claim for which they are seeking indemnification. The indemnified Party shall cooperate with the indemnifying Party (at the indemnifying Party’s expense).  The indemnified Party may have counsel reasonably acceptable to the indemnifying Party observe the proceedings at the indemnified Party’s expense, provided the indemnifying Party retains sole control of the defense of the Claim.  The indemnified Party has the right to approve any settlement that affirmatively places on the indemnified Party an obligation that has a material adverse effect on the indemnified Party other than requiring the indemnified Party to cease using the Services or to pay sums indemnified hereunder.  Such approval shall not be unreasonably withheld.
3. LIMITATIONS OF LIABILITY
4. No Consequential Damages.  EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, INFRINGEMENT OF THE NSIGHT’S INTELLECTUAL PROPERTY RIGHTS, AND CUSTOMER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF NSIGHT’S PROVISION OR CUSTOMER’S USE OF THE SOFTWARE OR THE RESULTS THEREOF.  IN NO EVENT WILL NSIGHT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
5. Limits on Liability.  EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, INFRINGEMENT OF THE NSIGHT’S INTELLECTUAL PROPERTY RIGHTS, AND CUSTOMER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF APPLICABLE LAW, NSIGHT SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE AMOUNTS PAID AND PAYABLE BY CUSTOMER TO NSIGHT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
6. Essential Purpose.  CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION (LIMITATION OF LIABILITY) ARE A BARGAINED FOR REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND (B) EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
7. Limitation of Action.  No action (regardless of form) arising out of this Agreement may be commenced by Customer against Nsight more than two (2) years after the cause of action arose.
8. TERM AND TERMINATION
9. Term. The term of this Agreement shall commence on the Effective Date and shall continue for the term set forth in the SOW (the “Term”).
10. Termination For Convenience:  This Agreement may be terminated by Nsight for any other reason Nsight feels could reasonably jeopardize the integrity or reputation of its operations or systems or for any other reason without cause by providing Customer thirty (30) days’ notice.
11. Termination For Cause.  Either Party may terminate this Agreement following a material breach of this Agreement by the other Party which is not cured during the Cure Period.  The non-breaching Party shall notify the breaching Party of the breach in writing and the breaching Party shall have thirty (30) days (the “Cure Period”) to cure the breach following receipt of the notification.  If the breaching Party fails to cure the breach within the Cure Period, then the non-breaching Party may terminate this Agreement upon written notice to the breaching Party.
12. Other Cause.  Nsight may terminate this Agreement immediately by providing written notice to Customer upon the occurrence of any of the following events:
13. Nsight reasonably determines that Customer and/or its Authorized User(s) have been or are engaged in unlawful activity associated with the use of the Software and/or the Services;
14. The indictment or conviction of Customer or its principals, employees, or agents for any felony or misdemeanor involving moral turpitude;

iii. The filing, with respect to Customer, of a voluntary or involuntary petition in bankruptcy if such petition is not dismissed within thirty (30) days of such filing; and

1. Upon the appointment of a receiver or trustee to take possession of all, or substantially all, of Customer’s assets, if such appointment is not terminated within thirty (30) days.
2. Suspension of Services. Nsight may, in its sole discretion, immediately suspend or terminate Customer’s and its Authorized Users’ access to the Software for any of the following reasons (a) to prevent damages or risk to, or degradation of, the Software; (b) to comply with any law, regulation, court order, or other governmental request; (c) to otherwise protect Nsight from potential legal liability; or (d) in the event an invoice remains unpaid for more than forty-five (45) days from the invoice date. Nsight will use reasonable efforts to provide Customer with notice prior to or promptly following any suspension of the Software. Nsight will promptly restore access to the Software as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on Nsight to monitor use of the Software. Nsight may also terminate or suspend access of Customer or any Authorized User for violation of the T&CS.
3. Effect of Termination.
4. Unless otherwise stated below, upon expiration or termination of this Agreement for any reason, (a) the License shall terminate (for clarity, which shall not prevent Nsight from using any De-identified Data after expiration or termination of this Agreement) and the Customer shall not use or access, directly or indirectly, the Software or Services; (b) Nsight’s obligation to perform support services shall cease; and (c) all fees and other amounts owed to Nsight will be immediately due and payable by Customer up through the effective date of termination for any support services completed.
5. If Customer has made any copies of any Nsight Documentation, intellectual property, or other materials furnished or made available hereunder, including without limitation the Software, Customer shall (and shall instruct its Authorized Users to) either destroy or return to Nsight all such copies along with a certificate signed by Customer that all such copies have been either destroyed or returned, respectively, and that no copy or any part of the aforementioned software, data or materials has been retained by Customer in any form.

iii. Within thirty (30) days after the effective date of applicable termination or expiration, Nsight will make any Customer Data stored on the Software available upon written request to Customer in its native form.

1. Upon any termination for cause by Nsight, Customer will pay any unpaid fees earned up to the effective date of termination.  In no event will any termination relieve Customer of the obligation to pay any fees payable to Nsight for the period prior to the effective date of termination.
2. Upon termination without cause by Nsight, or termination for cause by Customer, Customer shall be entitled to a refund of any fees pre-paid but unearned as of the effective date of termination.
3. MISCELLANEOUS
4. Insurance.  Each party shall maintain, at its own expense and in the minimum amounts specified herein:
5. Professional Errors & Omissions insurance with limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in aggregate.
6. Commercial General Liability insurance with limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in aggregate.

iii. Cyber liability insurance with limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in aggregate.

Upon Nsight’s request, Customer shall provide certificates of insurance issued by Customer’s insurance carrier showing such policies in force during the Term of this Agreement. Customer shall give thirty (30) days’ prior written notice to Nsight of cancellation, non-renewal, or material change in coverage, scope, or amount of any policy.

1. Subcontractors.  Nsight may use its licensors, providers, subcontractors, vendors and affiliates to perform its obligations hereunder.
2. Notices.  Any notices, requests, consents, demands or other communications required or permitted under this Agreement will be in writing and deemed to have been duly given either:  (a) when delivered, if delivered by hand, sent by United States registered or certified mail (return receipt requested), delivered personally by commercial courier, or (b) on the second following business day, if sent by United States Express Mail or a nationally recognized commercial overnight courier; and in each case to the parties at the following addresses (or at other addresses as specified by a notice) with applicable postage or delivery charges prepaid.  Notices to Nsight shall be sent to the following address:  Nsight Health, Inc., 382 NE 191st St., Suite 17537, Miami, FL 33179.  
3. Amendment.  Except as may otherwise be specified in this Agreement, this Agreement may be modified, changed or amended only by a dated written instrument executed by a duly authorized person of each Party.
4. Waiver; Severability.  The failure of any Party to insist in any one or more instances upon performance of any term of this Agreement will not be construed as a waiver of future performance of the term, and the Party’s obligations for the term will continue in full force and effect.  The provisions of this Agreement are severable.  The invalidity or unenforceability of any term or provision in any jurisdiction will be construed and enforced as if it has been narrowly drawn so as not to be invalid, illegal or unenforceable to the extent possible and will in no way affect the validity or enforceability of any other terms or provisions in that jurisdiction or of this entire Agreement in that jurisdiction.
5. Governing Law.  This Agreement and each Party’s rights and obligations under it will be governed by and construed in accordance with the laws of the State of Florida without giving effect to conflicts of law principles.
6. Assignment.  Neither Party may assign or transfer this Agreement without the prior written consent of the other Party; provided, however, that Nsight may assign or transfer this Agreement, without Customer’s consent, to any of Nsight’s affiliates, subsidiaries, entities controlled by or under common control with Nsight, or in the event of a merger, change of control or sale of substantially all of its assets.  This Agreement will bind the Parties and their respective successors and assigns and will insure to the benefit of the Parties and their respective permitted successors and assigns.
7. Force Majeure.  If any Party is unable to perform any of its obligations under this Agreement (other than payment obligations) because of any cause beyond the reasonable control of and not the fault of the Party invoking this Section, including any act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection or material unavailability, and if the non-performing Party has been unable to avoid or overcome its effects through the exercise of commercially reasonable efforts, such non-performing Party will give prompt notice to the other Party, its performance will be excused, and the time for its performance will be extended for the period of delay or inability to perform due to such occurrences.  If performance is extended under this Section for more than sixty (60) days, then at any time before reinstatement of the performance, the other Party may terminate this Agreement upon notice to the non-performing Party.
8. Relationship of the Parties.  The sole relationship between the Parties is that of independent contractors.  This Agreement will not create a joint venture, partnership, agency, employment or other relationship between the Parties.  Nothing in this Agreement will be construed to create any rights or obligations except among the Parties; and no person or entity will be regarded as a third-party beneficiary of this Agreement, except as otherwise provided in this Agreement.
9. Survival.  Any term of this Agreement that contemplates performance after termination of this Agreement, including Sections 2(b), 4, 5, 6(c)-(e), 7, 8, 9, 10(f), and 11, will survive expiration or termination and continue until fully satisfied.
10. Dispute Resolution.  In case of disputes in connection with the negotiation, execution, interpretation, performance or non-performance of this Agreement, the Parties agree to seek

 non-binding mediation, which shall be conducted remotely by a single mediator selected by the Parties.  If the Parties fail to agree on the mediator within thirty (30) days of the date one of them invokes this mediation provision, either Party may apply to the American Arbitration Association to make the appointment.  The mediator shall conduct the proceedings pursuant to the rules of the American Arbitration Association, as now or hereafter amended.  In the event that any such mediation does not produce a settlement, unless the dispute is otherwise settled, the dispute shall be determined by binding and final arbitration in Dade County Florida by one (1) arbitrator selected by the Parties (or by the American Arbitration Association if the Parties cannot agree) in accordance with the law of the State of Florida and the rules of the American Arbitration Association.

1. Entire Agreement.  This Agreement, including the T&CS, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.
2. Counterparts.  This Agreement may be executed in one or more counterparts.  Each counterpart will be an original, but all such counterparts will constitute a single instrument.
3. Compliance with Laws.  Nsight and Customer shall at all times during the Term comply with and observe all applicable local, state and federal laws, rules and regulations that in any way apply to its business.  The Parties enter into this Agreement with the intent of conducting their relationship and implementing the terms of this Agreement in full compliance with applicable federal, state and local law, including without limitation, Section 1128B of the Social Security Act (the “Anti-Kickback Statute”) and Section 1877 of the Social Security Act (the “Stark Law”), as amended.  Notwithstanding any unanticipated effect of any of the provisions of this Agreement, neither party will intentionally conduct itself under the terms of this Agreement in a manner that would constitute a violation of the Anti-Kickback Statute or the Stark Law or any similar State law, rule or regulation.
4. Change in Laws.  In the event any state or federal laws or regulations, now existing or enacted or promulgated after the date of this Agreement, are interpreted by judicial decision, a regulatory agency or legal counsel in such a manner as to indicate that the structure or any provision of this Agreement may be in violation of such laws or regulations, Customer and Nsight shall amend this Agreement as necessary to be in compliance with such laws or regulations.  To the maximum extent possible, any such amendment shall preserve the underlying economic and financial arrangements between the Parties.  If the Parties fail to reach an agreement satisfactory to both Parties within ninety (90) days after the receipt of the request for renegotiation by a Party, the matter shall be submitted to binding arbitration in accordance with this Agreement.
5. Exclusive.  Customer agrees that Nsight shall be its exclusive provider of RPM, CCM, PCM, AWV, and BHI technology services and solutions during the Term of this Agreement.
6. Publicity. Nsight may identify Customer as a customer in its customer listings, web sites, and other promotional materials. In addition, Nsight may issue a press release regarding the Parties’ relationship under this Agreement.

r. Non-Solicitation.  (a) Neither Party, without the prior written consent of the other Party (the “Original Employer”), shall solicit, induce, or attempt to solicit or induce any employee of the Original Employer to become an employee or contractor of the soliciting or inducing Party during the Term of this Agreement.  (b) Notwithstanding the above, nothing in this Section is intended or shall be construed to prevent (i) hiring former employees of the other Party who were not solicited during their employment by the other Party; (ii) with prior notice to the other Party, either Party from hiring employees of the other Party that have not been solicited; (iii) either Party from soliciting or hiring any employees of the other Party in the event of the other Party’s insolvency, bankruptcy, receivership, or any other cessation of business; or (iv) either Party from hiring employees of the other Party responding to a general solicitation for application for employment made through advertising not involving the direct solicitation of a specific person.