1.

HospiceMD, Inc. ("HospiceMD" or "us", "We", "we", "Our", or "our") maintains this product/website on the Internet (the "Site") as a service for hospices, hospice care providers, and hospice health care professionals. HospiceMD requires that all the visitors to our Site adhere to the following rules and regulations. By accessing the Site, you indicate your acknowledgment and acceptance of these Terms of Use ("Terms") as well as HospiceMD’s Privacy Policy and any additional terms or conditions, including those from third parties, all of which are included herein by reference. Please review our Privacy Policy carefully to understand the safeguard of your information. If you do not agree to be bound by these Terms, you may not access or use this site.

2.

HopsiceMD reserves the right to modify or discontinue, temporarily or permanently, the Site for any reason, at our sole discretion, with or without notice to you. HospiceMD likewise may change the terms and conditions of the Terms from time to time with or without notice to you. You agree to review the Terms periodically to ensure that you are aware of any modifications. Your continued access or use of the Site after the modifications have become effective shall be deemed your conclusive acceptance of the modified Terms. You will ensure that your agents, contractors and employees comply with these Terms.

3.

By using this online service or Site, you are certifying that you are a person permitted to use it under applicable law. You certify that you have authority to view information on this Site and agree not to impersonate any person or entity or otherwise misrepresent your identity or affiliation with a person or entity. You also certify that the information you access relates only to a person or entity with an existing relationship to you. Use of this Site in violation of these certifications will be considered a fraudulent act.

4.

You agree that neither HospiceMD nor any of our employees, agents, third-party content providers or licensors warrant that the services, the Site or its contents will be uninterrupted, free of viruses or other harmful code, or error free. We make no warranty that any defects in the software used in the Site will be corrected. We make no warranties as to the results that may be obtained from use of the services, the Site or its contents, or as to the timeliness, security, sequence, adequacy, accuracy, reliability, or completeness of any information obtained therefrom.

5.

The contents of the Site — including its text, software, graphics, images, music, sound, logos, button icons, photographs, video, editorial content, notices, overall appearance, functionality, and other material — are protected under both United States and foreign copyright, patent, trademark, service mark, trade dress and other intellectual property laws. The contents belong to HospiceMD, its affiliates, or to others as indicated. You agree that the Site is the exclusive property of HospiceMD, its affiliates, or others as indicated, and you agree that the Site is proprietary and confidential. The information and materials contained in the Site may not be copied, displayed, conveyed, communicated, reverse engineered, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, supplemented, transmitted, used to create a derivative work, or otherwise used for public or commercial purposes without the express written permission of HospiceMD. You agree to protect the information and materials accessed through the Site from unauthorized disclosure and use. This confidentiality obligation will survive the termination of your use of the Site. Pursuant to the Digital Millennium Copyright Act, you agree to report any claims of copyright infringement on or through the Site to us at: HospiceMD, Inc., 100 N. Citrus Street, Suite 225, West Covina, CA 91791. You agree that your use of the Site may be terminated for infringing any copyrighted material on or through the Site.

6.

Your right to use the Site is personal to you. If we give you the authority to assign user id’s and passwords for the Site, you agree to assign such only to users who have a need to access the Site. You agree to ensure that users with id’s and passwords will not share such with any other persons, and you are responsible for maintaining the confidentiality of your user id’s and passwords and for any and all activities that occur under your passwords or accounts. You agree that HospiceMD may terminate your password(s), account(s) and your use of the Site in our sole discretion for any reason. You agree to notify us of any unauthorized use or disclosure of your account or any other breach of security known to you. You agree to counsel and instruct your employees and contractors not to disclose to unauthorized persons any individually identifiable information with respect to any person or entity to which you or your employees have access as a result of your work with the records obtained through the Site. You agree to reasonably instruct and train your employees on the proper use and care of the Site. You will be solely responsible for your actions and the contents of your transmissions through the Site and your use of any correspondence or other forms provided by the Site or by us. You agree not to reproduce, duplicate, copy, sell, resell, use or exploit for any commercial purposes the Site or use of or access to the Site or any information or technology obtained from the Site.

7.

You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Site or the content contained herein without our prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on our Site. You agree to take feasible steps to prevent transmission over the Site of any virus or other software routine designed or likely to permit unauthorized access to the Site or to disable, erase or otherwise harm any software, hardware or data accessible over the Site.

8.

You agree to abide by all applicable local, state, national and international laws and regulations and all of Our rules, policies and procedures, including those set forth in any service agreements or end user license agreements, in your use of the Site. Our Site is available only to individuals who are permitted to use it under applicable law. If you do not qualify, please do not use our Site.

9.

You agree that all access and use of the Site and its contents is at your own risk. BY USING THE SITE, YOU ACKNOWLEDGE THAT HOSPICEMD SPECIFICALLY DISCLAIMS ANY LIABILITY (WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR ANY DIRECT, ACTUAL, INDIRECT, INCIDENTAL, COMMON LAW, STATUTORY, REGULATORY, CONSEQUENTIAL, COMPENSATORY, EXEMPLARY, LOST PROFITS, LOST SAVINGS, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SITE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY ASSOCIATED WITH ANY VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT. THIS SITE, INCLUDING ALL CONTENT, SERVICES, FUNCTIONS, HYPERTEXT LINKS, AND OTHER INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THIS SITE, IS PROVIDED "AS IS," AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

10.

You will reimburse us for all losses, damages, costs and expenses (including court costs and reasonable legal fees) caused by the negligence or willful misconduct of you or your employees, contractors or agents including, but not limited to, failure to maintain confidentiality of personal information, the sending of any personal information over the Internet without encryption or without other appropriate security protections, or breach of any agreement, representation, warranty or covenant herein. YOU WILL BE LIABLE AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS HOSPICEMD AND EACH OF ITS AFFILIATES, PARENTS, OWNERS, SUBSIDIARIES, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS OF LIABILITY, OBLIGATION, LOSS, DAMAGE, DEMAND, COST, EXPENSE, OR DISBURSEMENT (INCLUDING COURT COSTS AND REASONABLE LEGAL FEES) OF THE INDEMNITEES, ARISING OUT OF OR RESULTING FROM ANY ACT OR OMISSION RELATED TO YOUR USE OF THE SITE.

11.

On this Site you will find links that will transfer you to the site of an organization that can provide you with value-added information and/or functionality. By linking to these sites, HospiceMD does not represent or imply that there is any business relationship between us and these organizations. HospiceMD is not responsible for the content and performance of these sites or for your transactions with them. Furthermore, we strive to keep these links as current and accurate as possible, but we cannot guarantee and we expressly do not warrant that they point to the intended third-party site. Links to and from this Site do not constitute an endorsement by HospiceMD.

12.

On this Site, you may be accessing and reviewing data provided by eSolutions, Inc. with respect to specific patient Medicare eligibility by submitting an inquiry to eSolutions, Inc.’s web-based Medicare Eligibility Verification site. By submitting this inquiry to eSolutions, Inc., you are certifying that you are either a hospice provider or hospice care professional (or are acting on behalf of a hospice provider or hospice care professional) with authority from your institution to view information on the eSolutions, Inc., and that the information you access relates only to a patient who has given you authorization to access and review such data. Use of eSolution, Inc.’s Medicare Eligibility Verification service or site in violation of this certification constitutes misrepresentation and will be considered a fraudulent act. In all cases, by submitting this inquiry to eSolutions, you are acknowledging that the information displayed to you relates to a patient that is associated with the social security number you provided and that timeliness and accuracy of the information is the responsibility of the individual data provider. HopsiceMD is not responsible for the content and performance of the data provided to you by eSolutions, Inc.

13.

The Site provides you with the capability to review, perform and/or complete certain functions related to hospice provider administration. You represent and warrant that the information you furnish in connection with your use of the Site is accurate, complete and current to the best of your knowledge and belief, and meets all requirements of all applicable laws and regulations. You agree not to make any adjustment or modification to the Site without our prior approval. You agree that, by your electronic transmission of patient information via the Site, you are making any and all certifications required by applicable laws, regulations or our requirements, and that such electronic certifications have the same force and effect as manually signed certifications. You further agree to use the Site only for purposes authorized by us.

14.

If you are accessing the Site as a representative, employee, agent or contractor of a distinct corporate or other legal entity, you represent and warrant that you have the requisite authority to accept the Terms on behalf of such entity, and “you” shall be deemed to include such entity throughout these Terms. You represent and warrant that you (i) have the corporate power to accept the Terms and perform your obligations hereunder, (ii) the acceptance of the Terms by use of the Site creates a legal, valid and binding agreement between you, us and our affiliates, enforceable against you in accordance with the terms hereof, and (iii) the acceptance of the Terms and performance of your obligations hereunder will not violate any of your corporate governance documents or any agreement to which you are a party or any applicable law.

15.

You agree to take necessary steps to adequately document, store and duplicate all of your files and data. HospiceMD will not be responsible for the cost of reconstructing files or data lost or destroyed. You agree that, despite our reasonable security measures, we cannot guarantee that electronic communications over the Internet will be completely secure. HospiceMD’s System Requirements are posted on this Site. By using this Site, you acknowledge these System Requirements and agree that HospiceMD is not responsible for your failure to abide by these System Requirements. You are responsible for acquiring, installing and maintaining any products (such as equipment, software and communication line access) furnished by third party suppliers that are necessary to access this Site. We will provide reasonable assistance according to our then current policies and procedures.

16.

These Terms of Use shall be governed in all respects by the substantive laws of the State of California, without regard to its provisions relating to conflict of laws, and you agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts within Los Angeles County, California. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that, regardless of any statute, regulation, or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms must be filed by you within one (1) year after such claim or cause of action arose or be forever barred. In no event shall we be liable for damages or loss caused by third parties not under our control or by other causes beyond our reasonable control, including, but not limited to, damages or loss caused by third party telecommunications service providers. You agree that these Terms of Use comprise the entire agreement between you and us and supersede all prior agreements between the parties regarding the subject matter contained herein.