Advertising Terms and Conditions

This Advertising Agreement (this “Agreement”) is by and between you (the “Advertiser” or “Customer”) and Patient Guide Solutions, LLC, and/or its subsidiaries and affiliates, as applicable (“Patient Guide Solutions,” both Patient Guide Solutions and Advertiser individually as “Party” and collectively as the “Parties”).

1. Services. Patient Guide Solutions will provide the services set forth in the applicable enrollment agreement and described further herein on behalf of Advertiser (“Services”) as agreed upon in the Advertising Agreement and as further described in these Additional Terms and Conditions.

2. Process. For all Services, the Advertiser will designate a contact liaison on the applicable enrollment agreement. Patient Guide Solutions will conduct a kickoff call to confirm all agreed upon solutions. Your assigned Patient Guide Solutions Account Manager will schedule and conduct this kickoff call. Fulfillment timeframes and expectations will be discussed.

3. Advertisement Approval. As part of the fulfillment process, Patient Guide Solutions, as applicable, will deliver proof of the purchased solution (when applicable) for Advertiser’s approval. Once requested changes have been made by Patient Guide Solutions and Advertiser provides final approval, the solution(s) will be approved for market distribution.

4. Advertiser Responsibilities.

a) Advertiser will make its personnel, vendors, and other partners available to facilitate Patient Guide Solutions delivery of Services.

b) Advertiser shall not provide content that contains inaccurate information (including inaccurate medical information), false or misleading claims or any content that results or may result in a material detriment to Patient Guide Solutions business. The Advertiser shall promptly provide notice of such items to Patient Guide Solutions, and Patient Guide Solutions, and the Advertiser shall discuss and mutually agree upon modifications to the Services as necessary to address such matters.

c) If the purchased solution(s) require assets (logos, photos, content, etc.), Advertiser agrees to provide Patient Guide Solutions in a timely fashion. Any delay in providing these assets to Patient Guide Solutions will delay the fulfillment timeframe. Any delay in the Advertiser’s delivery of required assets will not delay the monthly billing.

5. Confidentiality. Except as otherwise provided herein, each party shall treat any confidential, secret or proprietary information that has been disclosed by such party (the “Disclosing Party”) to the other party (a “Receiving Party”), or that has been learned by the Receiving Party as a result of this Agreement, and which is not generally known to the public (collectively, the “Confidential Information”), as confidential and exercise at least the same degree of care to safeguard the confidentiality of the Confidential Information as the Receiving Party would exercise to safeguard its own Confidential Information, but not less than a reasonable degree of care. The Receiving Party shall use the Confidential Information only as provided in this Agreement and shall not disclose, transfer, publish or otherwise make the Confidential Information available by any means to any individual, firm or entity other than employees of the Receiving Party who have a need to know and have been directed to treat the Confidential Information as confidential in accordance with this Agreement or except as otherwise provided herein. The Receiving Party shall immediately notify the Disclosing Party if any Confidential Information has been lost, stolen, or inadvertently disclosed. The restrictions contained in this Agreement will not apply to any information which (i) was known to the Receiving Party prior to tits receipt thereof, (ii) was in the public domain prior to the disclosure thereof; (iii) comes into the public domain through no fault of the Receiving Party; or (iv) is disclosed without restriction by a third party who has a legal right to make such disclosure. In the event either Party breaches any of its obligations under this section, the non-breaching Party, in addition to any other rights or remedies available, will be entitled to seek injunctive relief against the breaching party without the necessity of posting a bond or other security.

6. LIMITED WARRANTY. PATIENT GUIDE SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ALL SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE, AND PATIENT GUIDE SOLUTIONS HEREBY DISCLAIMS THE SAME. ADVERTISER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES AND ASSOCIATED SOFTWARE PLATFORMS OR THE INFORMATION IN TABLETS OR SCREENS AND ASSOCIATED SOFTWARE PLATFORMS, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. Advertiser warrants that it has or will have before any content is displayed on any screens or platforms covered by this Agreement, the rights or secured the rights and permissions to display such content through the screens and/or platforms in and to physician offices.

7. Indemnification. Advertiser agrees to indemnify and hold harmless Patient Guide Solutions and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all losses, claims, suits, damages, fines, penalties, bodily injuries (including death), judgments, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) Advertiser's content or use of the Services; (ii) any actual or alleged violation or breach of any term of this Agreement; or (iii) violation of an applicable state or federal law.

8. Limitation on Liability. In no event will Patient Guide Solutions liability in connection with the Services, the hardware, the associated software or this Agreement, whether caused by failure to deliver, nonperformance, defects, or otherwise, exceed the aggregate amounts paid by Advertiser to Patient Guide Solutions hereunder during the twelve (12) month period immediately preceding the event giving rise to such liability or $1,000, whichever is greater, other than as otherwise provided for in this Agreement. IN NO EVENT SHALL PATIENT GUIDE SOLUTIONS BE LIABLE IN ANY WAY TO ADVERTISER FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT. The limitations contained in this Agreement apply to all causes of action in the aggregate, whether based in contract, tort (including negligence) or any other legal theory (including strict liability), other than as a result of fraud or intentional misrepresentations or omissions by Patient Guide Solutions.

9. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Arkansas without regard to its conflicts of law rules. The parties consent to the jurisdiction and venue of the state and federal courts located in Pulaski County, Arkansas for any dispute arising out of this Agreement.

10. Waivers. Any term or condition of this Agreement may be waived at any time by the Party, which is entitled to the benefit thereof, but only if such waiver is evidenced in writing signed by such Party that makes specific reference to this Agreement. No failure on the part of any Party hereto to exercise, and no delay in exercising, any right, power, or remedy created hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any Party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver by any Party hereto of any breach of or default in any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof.

11. Entire Agreement. This Agreement, in conjunction with the terms and conditions stated in any Enrollment Agreement, constitutes the sole and entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all previous discussions, representations, agreements, and commitments with respect to the subject matter hereof.

12. Assignment. Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that this Agreement may be assigned by Patient Guide Solutions without the prior written approval of Provider to an affiliate of Patient Guide Solutions. Notwithstanding the foregoing, either Party may assign this Agreement to a parent company, subsidiary, or affiliate, or in connection with the sale of substantially all of the assets or business to which this Agreement relates or its merger or consolidation with another company.

13. Severability. All rights and restrictions contained herein may be exercised, shall be applicable, and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary to render this Agreement legal, valid, and enforceable. If any term of this Agreement, or part thereof, not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid, or unenforceable under applicable law, it is the intention of the Parties that the remaining terms hereof, or part thereof, shall constitute their agreement with respect to the subject matter hereof, and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible any illegal, invalid, or unenforceable provision of this Agreement shall be replaced by a valid provision, which will implement the commercial purpose of the illegal, invalid, or unenforceable provision.

14. Force Majeure. Neither Party will be deemed to be in default under this Agreement because of the failure to perform any obligation hereunder if such failure is caused by fire, embargo, strike, war, acts of God, or other cause beyond such Party's reasonable control (whether or not similar to the foregoing).

15. Advertiser Information: Advertiser acknowledges and agrees that if Patient Guide Solutions identifies any Required Content that is inaccurate or contains errors (e.g., the incorrect spelling of a city name or a wrong zip code), or non-compliance with a publisher's formatting guidelines (e.g., use of unsupported special characters), Patient Guide Solutions may, in its sole discretion, in addition to its other available rights and remedies, modify the Required Content. Advertiser acknowledges that various Services involve the provision of Required Content to publishers for use and publication, and that such publishers may require the license grant described herein. Advertiser grants Patient Guide Solutions and its affiliates and each applicable publisher worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Required Content, including, but not limited to, rights to publish and syndicate such Required Content.

16. Additional Services: From time-to-time Advertiser may request information or services beyond the contracted Services. Such services may be available from Patient Guide Solutions on an hourly fee basis. If such additional services are requested by Advertiser and are in line with the services normally provided by Patient Guide Solutions, then such services and the related fees can be agreed upon in writing between the parties either as an addendum to this Agreement or within a separate new agreement.

17. Term: The term of this agreement is stated on the face of the applicable enrollment agreement.  Required terms may differ per solution. Once the term is agreed upon and the applicable enrollment agreement is executed, the term may not be revisited until the initial term, on this agreement, has been fully executed. Patient Guide Solutions does not allow for an early cancellation of any agreement.

18. Discontinuation of Services: It is the Advertiser's full responsibility to store the information provided by Patient Guide Solutions as of the termination of the Agreement. Upon termination, Advertiser will be responsible for hosting any Services (websites, mobile websites, etc.) beyond the contracted dates. Advertiser shall also be responsible for the set-up and maintenance of new accounts upon receipt of the information and Patient Guide Solutions will not be liable in any way for any such information after the Agreement is terminated.

19. Fees: Fees are applicable only to contracted Services selected on the applicable enrollment agreement, and all fees are due monthly.  Unless prior approval was granted, all enrollment agreements must specify a credit card on file for monthly billing.  Any and all set-up fees shall be invoiced immediately and will be due prior to the go-live date of any contracted solution(s).