ReviewTree LLC provides Subscribing Businesses (Subscribers) with a system for collecting information on customer/consumer satisfaction and provides a solution to monitor and enhance customer/consumer feedback. With ReviewTree’s services, you can track, monitor and encourage customer/consumer reviews and improve business processes based on customer/consumer communication.

ReviewTree LLC is committed to protecting the privacy of our Subscribers, their customers (consumers) and visitors. In order to provide a safe, secure experience, we will never sell your information, or your customers/consumers contact information.

Any public reviews created via the ReviewTree service will be yours to keep even if you cancel ReviewTree’s services. Any data connections from ReviewTree to Facebook, your website, ReviewTree related sites or third party sites will be cancelled when you cancel your service and any related review content and ratings may no longer appear.

Within 30 days of you cancelling services, we will delete all data from your account including Consumer Contact data.

1. Accepting the agreement

By clicking the “Accept Terms of Service” check box displayed as a part of the online registration process, you are representing that you have read, understand and are consenting to be bound by these Terms in their entirety, and your act of Accepting the Terms will constitute your legally binding signature. By clicking on ‘Accept Terms of Service’ you expressly accept the following terms and conditions in this legal agreement (the “Agreement”) between you and any organization you represent (collectively, “you” or the ‘Subscriber’) and ReviewTree LLC (“ReviewTree LLC”) governing your use of ReviewTree LLC’s online service and any related software you may install on your computer (the “Service”). If you are entering into this Agreement, you represent that you are over the age of 18 and are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent. If you are under the age of 18, you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not click on the ‘Accept Terms of Service'”‘ checkbox and must close the Electronic Contract, and may not use the Service.By Accepting the Terms and becoming a registered user you will be fully bound by these Terms.

After becoming a registered user and so long as your account has not been terminated, cancelled or deactivated, you, and any Additional Users to whom you give the privilege, will have the ability to add additional users to your account (“Additional Users”). By adding an Additional User, you hereby agree that such Additional Users shall be fully bound by these Terms.

2. Free Trial

Subscriber may have been given the option to pay for service after completing the free trial registration process (a “Free Account”). In such instances, Subscriber may be entitled to a period of use without cost as defined by ReviewTree. ReviewTree LLC reserves the right to terminate any Free Account at anytime and without prior notice and may specify different Free Trial terms for different Subscribers. Terminated accounts will have no access to data that was part of their account. Free Accounts may include the option to automatically convert to paid accounts at the end of the Free Trial per the pricing and offer provided to the Subscriber at the time of sign up for the Free Trial.

3. Term

This Agreement is a monthly, quarterly, or annual commitment billed in accordance with your selection and per Section 4 below. This Agreement will automatically renew on the anniversary of the Effective Date of this Agreement unless ReviewTree LLC is notified in writing at least 30 days prior to the renewal date.

4. Billing & Pricing

ReviewTree LLC charges and collects in advance for use of the Service. ReviewTree LLC will automatically renew and bill your credit card, checking account or issue an invoice to you (a) every month for monthly licenses and fees, (b) every quarter for quarterly licenses and fees, (c) each year on the subsequent anniversary for annual licenses, or in (d) an otherwise mutually agreed upon manner. The renewal charge will be equal to the then-current license fee in effect at the time of renewal.

Your subscription fees relate to maintaining your access to the ReviewTree platform. If you elect to automate the import of client records via API or other system, there may be additional monthly fees to maintain those connections depending on the method used. In the event a data connection method stops working, no fees will be due during that period as long as you provide written notification to us of any issues. You will still have the ability to access the ReviewTree platform and can upload client data as CSV files during that time. If you do not notify us of any issues, you will still have access to the platform and can upload client data as CSV files, so no credits or pause of billing shall apply.

5. Charitable Donations

ReviewTree LLC has partnered with charitable organizations to enhance consumer response rates to feedback requests made on your behalf. ReviewTree LLC reserves the right to select which charities are included in such campaigns and may elect to change or remove completely charitable organizations.

Should a charitable cause be used an incentive for patients or consumers to participate in a campaign to collect their feedback, you agree to the then default charity or charities of ReviewTree LLC for your industry and state. An alternative charity that is mutually agreed may be allowed provided such charity enters into a written agreement with ReviewTree LLC within 30 days of your approval of these terms and conditions.

By default, 5% of your calculated net monthly subscription fees will go to the selected charity or divided between charities, On a schedule defined by ReviewTree. Such donations will be made by ReviewTree LLC and any tax-related benefits shall accrue to ReviewTree LLC. The donation percentage of the monthly subscription that ReviewTree LLC makes is subject to change at any time and without notice.

Net Monthly Subscription fees are calculated by dividing the annual or quarterly payment terms to equal monthly payments, minus any fee’s charge to ReviewTree related to your account, including but not limited to, credit card processing fee’s, data connection or API charges, donation processing costs, and other expenses related to servicing your account.

6. Content Creation and Ownership

6.1 ReviewTree LLC shall collect Consumer/Customer Content (‘Customer Content’ or Consumer Content’ or ‘Content’) on behalf of the Subscriber. By posting or distributing Consumer Content to or through the Site or Survey, you:

(a) grant ReviewTree LLC, its affiliates and the Subscriber about which the Content is written a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, delete, edit, create derivative works of and publicly display such Content throughout the world in any media, now known or hereafter devised;

(b) grant ReviewTree LLC, its affiliates and sublicensees the right to display the name, title and company name associated with the account of the user that submitted such Content if such user has agreed to display such information publicly and, in instances when such user has not agreed to display such information publicly, grant ReviewTree LLC, its affiliates and sublicensees the right to display the first name associated with the account of the user that submitted such Content;

(d) grant ReviewTree LLC, its affiliates and sublicensees the right to contact you or any Content authors via email or telephone; and (e) represent and warrant to ReviewTree LLC that

(i) you own and control all of the rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such Content to or through the Site; (ii) such Content is accurate and not misleading; and (iii) use and posting or other transmission of such Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. You further grant ReviewTree LLC the right to pursue at law any person or entity that violates your or ReviewTree LLC’s rights in the Content by a breach of these Terms, which right is without the implication of any obligation to do so.

All information, words, images, sounds, and other material collected on behalf of the Subscriber shall be deemed to include, without limitation, all Customer Content, to the extent proprietary in nature, is the property of ReviewTree LLC. ReviewTree LLC takes no responsibility and assumes no liability for any message, profile, opinion, question, answer, posting, data, information, file, text, link, music, sound, image, video, photo, graphic, code, work of authorship or other material posted, stored, or uploaded or downloaded by a consumer or any third party to your review pages, including without limitation content provided by you, your customers and reviewers (including, but not limited to, any reviews transcribed and summarized by ReviewTree LLC), or for any loss or damage to or resulting from Customer Content. Customer Content is expressly limited to any Content created through, or passed through the ReviewTree system including but not limited to your published reviews, non-published reviews, and other Customer Content.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content by ReviewTree LLC or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release ReviewTree LLC, and its licensees, successors and assigns, from any claims that you could otherwise assert against ReviewTree LLC by virtue of any such moral rights.

6.2 Although ReviewTree LLC has no obligation to screen, edit or monitor any of the Content posted to or distributed through the Site, ReviewTree LLC reserves the right, and has absolute discretion, to remove, screen or edit, with or without notice, any Content posted or stored through the ReviewTree system, at any time and for any reason. You agree that an authorized user of your Subscriber account will review the Customer Content relating to your account and will promptly notify ReviewTree LLC if any such Customer Content contains inaccurate information or otherwise does not meet the definition of a Valid Review. A “Valid Review” is a review that does not include any of the following:

(a) Obscenities, discriminatory language, or other inappropriate comments (including any comments written in a language other than English) not suitable for this forum;

(b) Advertisements, “spam” content, or references to other companies, reviewers, services, products, offers, or websites;

(d) Reviews that: are not written by a customer of the company being reviewed; include pricing information; have been withdrawn by the reviewer; or that ReviewTree LLC believes, in its sole judgment, to be untrue;

(e) Critical or spiteful comments about other reviews or their authors;

(f) Computer viruses, scripts, tags, worms or other potentially damaging computer programs or files; or

(g) Comments that may reasonably be considered to be defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation.

7. Consumer Content Syndication and Publication

Syndication of review content onto review websites sites through manual submission, or third party vendors is available for an added cost. ReviewTree LLC may elect to waive such costs and provide such services without notification to you. ReviewTree LLC agrees that any charges related to such syndication and posting services will be disclosed prior to any additional charges being assigned to you or your account. You agree to indemnify and hold harmless ReviewTree LLC from any claim or charge, related directly or indirectly, to such syndication or posting of consumer content to third party review sites.

8. Content and Liability:

AS A PROVIDER OF INTERACTIVE SERVICES, REVIEWTREE LLC IS NOT LIABLE FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY OR PROFANITY IN ANY CONTENT, NOR WILL REVIEWTREE LLC BE LIABLE FOR ANY STATEMENTS, REPRESENTATIONS OR ANY OTHER INFORMATION OR CONTENT PROVIDED BY ITS USERS IN ANY THIRD PARTY SITE, BUSINESS REVIEW SITE, PUBLIC FORUM, PERSONAL HOME PAGE OR OTHER INTERACTIVE AREA, WHETHER OR NOT PART OF THE REVIEWTREE NETWORK.

You hereby release ReviewTree LLC, and its members, officers, directors, employees, agents and affiliates, from any and all claims, demands, losses, damages, rights, and actions of any kind, including without limitation financial or non-financial loss, damage to your or your company’s reputation, personal injuries, death, and property damage, that are either directly or indirectly related to or arise from

(a) any interactions with other users or any ReviewTree LLC IP,

(b) any incorrect or inaccurate Customer Content or other Content (including without limitation any information in profiles) posted on or through the Site, whether caused by users or by any of the equipment or programming associated with or utilized in the Site,

(d) removal of any Customer Content or other Content provided by you to the Site. You hereby waive California Civil Code section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

9. ReviewTree Listing service.

The ReviewTree Listing Service may be provided free of charge at the discretion of ReviewTree LLC. ReviewTree LLC reserves the right to terminate the Listing Service as to you or any other Subscriber or User at any time for any reason or no reason. ReviewTree LLC’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ReviewTree LLC’s income.

ReviewTree LLC may offer a complimentary listing service (the “Listing Service”) under which your business information and consumer reviews (collectively, the “Business Information”) are submitted to search engines, indexes and web sites, as well as to the ReviewTree LLC service referred to as the “ReviewTree LLC Network.” You agree to participate in the Listing Service, and allow ReviewTree LLC to make this data available and provide registration services to the ReviewTree LLC Network and third party sites. It is up to third party sites to accept the submissions, and ReviewTree LLC makes no warranty as to such sites’ willingness to do so. For so long as Subscriber continues to subscribe to the Service, ReviewTree LLC will make a good faith attempt to ensure accuracy and confidentiality of the information provided to third party sites under the Listing Service. We have no control of third party web sites or resources that are provided by companies or persons other than that of ReviewTree LLC. Additional tools may be available from the third parties to provide additional updates to your information, but if you use such services, ReviewTree LLC is not liable for any claim arising out of the combination of such services with the information provided by the Listing Service. ReviewTree LLC may provide Content to third-party web sites to be published on such sites. ReviewTree LLC makes no representations or assurances that any Content will be published on any third-party web site; that any Content that is published on any third-party web site will be accurately reproduced; that any Content that is published on any third-party web site will not be reproduced onto additional web sites that have not been approved by ReviewTree LLC; or that, if any Content is published on a third-party web site, that such Content will remain on such site. ReviewTree LLC may, at its sole discretion, seek to remove any Content from any third-party web site at anytime including, but not limited to, upon the termination of your account. ReviewTree LLC may terminate your participation in the Listing Service, or this Agreement, at any time in the event that ReviewTree LLC determines that you are not in compliance with the Public Review Policy. Upon termination of this Agreement by either party, the Business Information and any consumer reviews may remain in any data feeds provided to third parties under the Listing Service but is subject to removal at any time as determined by ReviewTree LLC

10. ReviewTree Social Media Integration

ReviewTree LLC for Social Media is an add-on service in addition to the basic service fee, which may require certain installation fees provided at time of install, and which are subject to change from time to time. ReviewTree Social Media Integration services require a valid and paid ReviewTree LLC subscription to be in place. By electing to subscribe to ReviewTree Social Media Integration you agree to pay all monthly subscription fees through the remainder of the term of your ReviewTree LLC service agreement, billed in accordance with our normal monthly billing procedures. Your subscription to ReviewTree Social Media Integration will automatically renew along with any renewal of your ReviewTree LLC subscription, unless you provide us with written notice of cancellation not less than 30 days prior to the end of the then-current term. ReviewTree LLC bears no responsibility for, and makes no warranty as to, the content published on your Facebook, Twitter or MySpace pages, or any other matter related to your utilization, or that of others, of such social media sites, their applications, features and functions.

11. Cancellation and/or Termination of Services:

Within 30 days of you cancelling services, we will delete all data from your account including Consumer Contact data and any PHI.

Any public reviews created via the ReviewTree service will be yours to keep even if you cancel ReviewTree’s services. Any data connections to Facebook, your website, ReviewTree related sites or third party sites will be cancelled when you cancel your service and any related review content and ratings may no longer appear.

ReviewTree LLC retains the right to maintain aggregated data on surveys sent, response rates, reviews collected, Social Media Fans created, and any other data that does not identify a specific individual or respondent. Any public reviews created through the ReviewTree system may also be cited as ReviewTree as being the source of such reviews.

Any breach of your payment obligations or unauthorized use of the ReviewTree LLC Technology, Content or Service, or Breach of the Public Review Policy (defined below) will be deemed a material breach of this Agreement. ReviewTree LLC, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition to any other rights granted to ReviewTree LLC herein, ReviewTree LLC reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent, if you violate the ReviewTree LLC Public Review and Comment Policy, the ReviewTree LLC Terms of Use, or otherwise engage in fraudulent or unlawful activities. In addition, ReviewTree LLC may terminate a free account at any time in its sole discretion. You agree and acknowledge that ReviewTree LLC has no obligation to retain the Consumer Data, and may delete such Consumer Data, if you have materially breached this Agreement, including but not limited to failure to pay Service Fees, and such breach has not been cured within 15 days of notice of such breach. ReviewTree LLC will have no liability for any suspension or termination of your account in accordance with this paragraph.

12. Registration and Sign-on through third-party services.

ReviewTree LLC may allow you or your consumers/customers to register or sign-on via third parties, including Facebook, Google+ and others. We do this in part, to ensure the accuracy and validity of the feedback, ratings and reviews posted. With permission, ReviewTree LLC may use information from third party profiles, such as your picture, name and the city and/or state in which you live, to help other consumers reading reviews see the authenticity of the information. Moreover, ReviewTree LLC may enable you to import information about the people you are connected to as well as allow you to share information with third-party websites. If you wish to discontinue such sharing, you will be able to do so through your preference page for each third party site, such as Facebook or Google +.

13. License Grant & Restrictions & Infringement

13.1 ReviewTree LLC hereby grants the Subscriber, during the terms of this Agreement, the non-exclusive, non-transferable, worldwide right to use the Service, solely for the Subscriber’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Subscriber are reserved by ReviewTree LLC and its third party licensors or suppliers (collectively, the “Licensors”).

The Subscriber shall not

(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content provided by or on behalf of ReviewTree LLC through the Service (the content) in any way;

(ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or

(iv) reverse engineer or access the Service in order to (a) build a competitive product or service,

(b) build a product using similar ideas, features, functions or graphics of the Service, or

Subscriber agrees that ReviewTree LLC may publish, modify and amend any and all content appearing within ReviewTree LLC, www.onlinebusinessreviews.com, and all other internet domains or content feeds owned, managed, or controlled by ReviewTree LLC, including content consisting of promotions, advertisements and listings for local businesses, or products and services offered by ReviewTree LLC.

Except as expressly permitted herein, any use of any portion of the ReviewTree LLC IP without the prior written permission of ReviewTree LLC is strictly prohibited and will terminate the License. Any such unauthorized use may also violate applicable laws, including without limitation copyright, trade secret and trademark laws and applicable communications regulations and statutes.

13. 2 Notifications of Claims of Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify ReviewTree LLC’s agent for notice of claims of copyright or other intellectual property infringement (“Agent”) at: info@reviewtree.com with “Attn: Copyright Agent” in the subject line.

Please provide our Agent with the following notice (“Notice”):

(a) a description of the copyrighted work that you claim has been infringed;

(b) a description of the material on the Site that you claim is infringing, with enough detail so that we may locate it;

(c) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(d) a statement by you declaring under penalty of perjury that (i) the above information in your Notice is accurate, and (ii) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

(e) your address, telephone number, and email address; and (f) the physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest. ReviewTree LLC will review your submission and may remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (“DMCA”) (including without limitation the counter-notice and put-back procedures).

14. Possible Scenarios of Personal Information Disclosure

ReviewTree LLC may disclose personal information to courts, the federal government, or other parties if subpoenaed. Additionally, if we need to enforce our policies or respond to claims that a review or other content violates another’s rights, it may be necessary to share personal information. However, all information will be disclosed in accordance with applicable laws and regulations.

We may also share your personal information with:

Service providers under contract who help with our business operations (such as fraud investigations, bill collection, affiliate and rewards programs and others).
Other third parties to whom you explicitly ask us to send your information or about whom you are otherwise explicitly notified and consent to when using a specific service.
Law enforcement, governmental agencies, or authorized third-parties, in response to a verified request relating to a criminal investigation or alleged illegal activity or any other activity that may expose us, you, or any other ReviewTree LLC user to legal liability. In such events, we will disclose information relevant to the investigation, such as name, city, state, ZIP code, telephone number, email address, User ID history, IP address, fraud complaints, and anything else we may deem relevant to the investigation that our system may store. Our systems do not collect all available data nor do we maintain any data collected indefinitely. We delete transactional data on a regular and ongoing basis.
Other business entities that we plan to merge with or any entity that acquires ReviewTree LLC. Should such an event occur, we will require that the new entity follow this Privacy Policy and respect your personal information. If your personal information will be used contrary to this policy, you will receive prior notice and be allowed to opt-out.

15. Cookies and Tracking Pixel

‘Cookies’ are small files placed on the hard drive of your computer. Most cookies are “session cookies”, meaning that they are automatically deleted from your hard drive once you sign out from ReviewTree LLC or once you close your web browser.

We use cookies to provide features and services, such as:

Promoting and enforcing trust and safety
Allowing you to sign-in or enter your password less frequently
Remembering your preferences
Presenting information that’s targeted to your interests
Measuring the effectiveness of our sites, services, content, and advertising
Providing other services and features that are available only through the use of cookies

A ‘tracking pixel’ is a 1x1image placed on a web page. We use pixels to show relevant advertising and to understand traffic patterns so we can improve ReviewTree LLC’s website performance. Additionally, our partners use cookies and pixels to show applicable advertising and analytics. However, all third parties placing pixels or using cookies are subject to confidentiality agreements with ReviewTree LLC. Moreover, ReviewTree LLC does not permit any of these companies to collect personal information using cookies or tracking pixels on our website.

16. Third parties

Our website may contain links to third party websites, mobile apps, and other content. ReviewTree LLC is not responsible for the privacy policies, practices or the content of these third party sites.

17. Are Children Allowed to Use ReviewTree LLC.com?

ReviewTree LLC does not sell products for purchase by children. While minors may view our ratings and reviews, minors are not allowed to purchase products or services from ReviewTree LLC. You represent and warrant that you are at least eighteen (18) years of age and that have the right and ability to enter into these terms.

18. Ownership of intellectual property rights and Consumer Data

The parties acknowledge and agree that, subject to the license grants contained in this Agreement, Licensor, retains all right, title and interest, including all related intellectual property rights, in and to the ReviewTree LLC technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations (collectively, Suggestions) or other information provided by the Subscriber or any other party relating to the Service, including patients and buyers of Subscriber’s services and products. ReviewTree LLC retains all right, title and interest to any and all patient or consumer data that is not Protected Health Information (PHI) as defined in Section 30 including consumer review data captured by the ReviewTree LLC system (“Consumer Data”) provided to ReviewTree LLC, subject to ReviewTree LLC’s right to use such Consumer Data to provide the Service to Subscriber. This Agreement is not a sale and does not convey any rights of ownership in or related to the ReviewTree LLC Service, ReviewTree LLC technology, ReviewTree LLC Content, or ReviewTree LLC intellectual property to the Subscriber except for the limited licenses granted to the Subscriber under this Agreement. Any and all software, algorithms, applications, source codes, structures, sequences, routines, sub-routines and related programming, engineering or technological matter developed or created by ReviewTree LLC or its Licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of ReviewTree LLC or its Licensors.

The trademarks, trade names, service names or logos associated with the Service (collectively, the “Marks”) are trademarks of ReviewTree LLC or its Licensors, and no right or license is granted to use them. Subscriber hereby acknowledges ReviewTree LLC or its Licensors’ perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. Subscriber agrees not to use or attempt to register any Mark that is confusingly or deceptively similar to the Marks.

19. CAN-SPAM COMPLIANCE and Email lists of Patients or Consumers

ReviewTree LLC has worked to achieve email compliance. You agree to comply with all elements of CAN-SPAM and safe sender email practices. This includes but not limited to including unsubscribe links, your full contact information in all correspondence, and not releasing private and/or confidential information. You may only use email services for those consumers/customers with which you have an existing business relationship and which have indicated that they accept correspondence from you. You may not attempt to spoof sender domains, send spam or other offending email practices including those covered in Section 21 of this agreement. Because of carrier technologies, ReviewTree LLC makes no expressed or implied warranty of individual message receipt. ReviewTree LLC is not liable for any issues that arise associated with the content that you provide or unforeseen liabilities of it being delivered.

You will be allowed the ability to upload or provide us with lists of patients or consumers/customers that have had transactions with your business. You agree that you MUST NOT upload or provide us with any consumer email contact data that has not been subjected to Double Opt-in confirmation. Also known as closed-loop or confirmed opt-in, this is a process where a contact asked to be subscribed to a list and an email is sent to confirm the validity of the email. This ensures that all contacts have given permission to receive bulk email and that they have provided a valid email address that will not result in bounced messages or SPAM abuse reports. You are responsible for confirming such Double Opt-In compliance of any lists you provide to ReviewTree LLC and that you will only provide email contact information that has met this criteria. You agree that ReviewTree LLC will not be held responsible, and may cancel your subscription if it is discovered that you are providing email contacts that have not met this criteria.

20. Text message compliance

ReviewTree LLC has worked to achieve carrier certification for your text message delivery. To maintain this certification, you agree to adopt the double opt-in process comprising of 1) you may only use text message services for those consumers/customers with which you have an existing business relationship and which have indicated that they accept correspondence from you and 2) the consumers/customers must reply to an opt-in message from their handset. For reliable delivery, you must adhere to message limitations including length and delivery. You may not attempt to spoof sender domains, send spam or other offending text message practices including those covered in Section 21 of this Agreement. Because of carrier technologies, ReviewTree LLC makes no expressed or implied warranty of individual message receipt. Standard text message rates apply for all text message services. ReviewTree LLC uses ‘short code’ technology to engage in 2-way sms communication with consumers and does not guarantee delivery to all mobile carriers if short code technology is not accepted. ReviewTree LLC is not liable for any issues that arise associated with the content that you provide or unforeseen liabilities of it being delivered.

21. Subscriber responsibility and passwords; Third-party software

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify ReviewTree LLC immediately of any unauthorized use of your account or any other breach of security. ReviewTree LLC will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Subscriber warrants and represents that: (i) the content to be transmitted by or on behalf of Subscriber does not constitute SPAM; (ii) the content to be transmitted by or on behalf of Subscriber is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) Subscriber has complied and will comply with all applicable laws respecting its execution and performance of this Agreement.

The ReviewTree LLC Service may receive data from third-party software systems, which will be designated by Subscriber in the process of setting up the ReviewTree LLC Service. If Subscriber elects to change, upgrade or materially alter the third party software system from which ReviewTree LLC receives data, ReviewTree LLC does not guarantee that all Consumer Data or Service functionality will be preserved. Subscriber is responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact ReviewTree LLC’s ability to receive and process Consumer Data. In addition, Subscriber is responsible for providing ReviewTree LLC with accurate instructions and information regarding the third party systems and databases that the Service will interface with, and bears all responsibility for incomplete, inaccurate or otherwise faulty information regarding third party systems and Consumer databases conveyed to ReviewTree LLC in connection with its set up or maintenance of the Service.

22. Consumer Data and Account Information

Except in accordance with Section 30 of this Agreement or as required by law, Consumer Data, excluding review and comments content, will not be disclosed, sold, assigned, licensed or otherwise disposed of by ReviewTree LLC to any third party. You, not ReviewTree LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Consumer Data. Except as provided in Section 30 of this Agreement or as required by law, ReviewTree LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Consumer Data, or for the improper or erroneous upload or extraction of any Consumer Data. ReviewTree LLC reserves the right to withhold, remove and/or discard Consumer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Consumer Data immediately ceases, and, except as set forth in Section 30 below, ReviewTree LLC shall have no obligation to maintain or forward any Consumer Data.

23. Limited Liability

THE LIMITATIONS ON DAMAGES ARE PART OF THE TERMS UNDER WHICH REVIEWTREE LLC IS WILLING TO ALLOW CUSTOMERS TO REGISTER AND BE INCLUDED ON THE SITE AS CONTEMPLATED HEREIN. CUSTOMER ACKNOWLEDGES THAT THE SERVICES, SITE AND CONTENT WOULD NOT BE PROVIDED UNDER THE SAME TERMS, INCLUDING WITHOUT LIMITATION THE SAME LOW COST, TO CUSTOMER, IF REVIEWTREE LLC WERE RESPONSIBLE FOR CUSTOMER’S DAMAGES. IN NO EVENT SHALL REVIEWTREE LLC, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS OR AFFILIATES BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (II) ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF REVIEWTREE LLC HAS BEEN ADVISED OR WARNED BY SUBSCRIBER OF THE POSSIBILITY OF SUCH DAMAGES; (III) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (IV) LOSS OF DATA OR OTHER SUBSCRIBER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR THE OPERATION OF REVIEWTREE LLC OR ITS LICENSORS’ NETWORKS; OR (V) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO INADVERTENT, PREMATURE OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION BY SUBSCRIBER VIA REVIEWTREE LLC OR ITS LICENSORS’ NETWORKS. THE TOTAL CUMULATIVE LIABILITY OF REVIEWTREE LLC TOGETHER WITH ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS AND AFFILIATES TO SUBSCRIBER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE IS LIMITED TO THE AMOUNT OF FEES SUBSCRIBER PAYS TO REVIEWTREE LLC IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. The foregoing limitations will apply even if ReviewTree LLC has been notified of the possibility of such damages and notwithstanding the failure of the essential purpose of any limited remedy. No action or claim relating to this Agreement shall be made against ReviewTree LLC or its Licensors, subsidiaries, officers, directors, employees, partners or affiliates by Subscriber or on Subscriber’s behalf more than 12 months after the event giving rise to such action or claim.

24. Indemnity

You agree to indemnify and hold ReviewTree LLC (including its parent, subsidiaries, affiliates, officers, directors, agents, and employees, contractors, sub-contractors, Licensors, partners and affiliates) harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach or alleged breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party (including without limitation any negligent, willful, tortious or illegal conduct by you affecting a third party).

25. Taxes.

Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases or use of ReviewTree LLC. If ReviewTree LLC has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless You provide ReviewTree LLC with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, ReviewTree LLC is solely responsible for taxes assessable against it based on its income, property and employees.

26. Credit card or checking account authorization

By submitting your credit/debit card (“Bank Card”) data or checking account routing and account information via sample check to ReviewTree LLC, you authorize ReviewTree LLC in its complete discretion to submit a financial transaction(s) to your issuing bank for settlement. You agree that once ReviewTree LLC has approved or declined your transaction, ReviewTree LLC has fully performed under the terms of this Agreement. You agree to contact ReviewTree LLC in the event that you desire to cancel any recurring charge, prior to the next billing cycle. Should you fail to contact ReviewTree LLC, you agree to indemnify and hold ReviewTree LLC harmless from any losses or damages that you suffer as a result of a recurring charge. ReviewTree LLC may be contacted at: billing@ReviewTree.com or ReviewTree LLC, PO Box 173, South Glastonbury CT 06073. If you think that there is an error on your account, including an incorrect amount or unauthorized transaction, you agree to contact ReviewTree LLC prior to the next billing cycle. Upon proper notification, ReviewTree LLC, in its sole discretion may issue a credit to your Bank Card.

27. Representations & warranties

Each party represents and warrants that it has the power and authority to enter into this Agreement. ReviewTree LLC represents and warrants that it will provide the Service in a manner consistent with generally accepted industry standards. Subscriber represents and warrants that Subscriber has not falsely identified itself or its corporate entity nor provided any false information to gain access to the Service and that all Bank Card and other billing information that Subscriber has provided is correct. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. NO MINIMUM OF AMOUNT OF CONSUMER REVIEWS OR CONSUMER COMMENTS CREATED IS A MATERIAL PART OF THIS AGREEMENT. REVIEWTREE LLC PROVIDES, AND IS PAID, BASED ON PROVIDING A PLATFORM FOR ONLINE REVIEWS AND COMMENTS TO BE GENERATED, NOT BASED ON THE VOLUME OF REVIEWS AND COMMENTS GENERATED. REVIEWTREE LLC IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICE, CONTENT OR TECHNOLOGY, AND REVIEWTREE LLC AND ITS LICENSORS, DISTRIBUTORS, PARTNERS AND AFFILIATES (COLLECTIVELY, THE ‘AFFILIATES’) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICE, CONTENT AND TECHNOLOGY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, REVIEWTREE LLC AND THE AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY THE SUBSCRIBER DUE TO CAUSES BEYOND REVIEWTREE LLC’S OR THE AFFILIATES’ CONTROL.

28. Resolution of Disputes, Governing law; venue; waiver of class action

This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Connecticut, without reference to its choice of law principles to the contrary. In an effort to resolve any and all disputes related to any and all claims related to this contract, The Subscriber agrees to submit a request or respond to a request for mediation within 30 days of written notice of any dispute. The Subscriber agrees that failure to submit and participate in such requests will be consider a breach of contract and that damages apply as calculated in section 29. The Subscriber agrees they will not commence or prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement other than through confidential binding arbitration in Hartford, Connecticut via the expedited commercial rules of the selected service. Service shall be selected b, with arbitrators selected per the rules of such service. Arbitrations shall be limited to 1 arbitrator over a period of no more than 2 days of proceedings with no briefs or discovery allowed. The Subscriber irrevocably consents to arbitration in connection with any action or claim arising under or by reason of this Agreement, including the issue of arbitrability. Should the non-breaching party prevail, they shall be entitled to be reimbursed for any and all reasonable legal costs, including costs for arbitration, collection, and the cost to convert any arbitration award to a local judgement. To the extent permitted by applicable law, each party agrees that it will not bring or participate in any class action against the other party or its partners or affiliates relating to this Agreement or the Services, and each party hereby waives any rights to bring such claims.

29. Damages Calculation

Both parties agree that this contract and the services provided under it have a value to The Subscriber. It is further agreed that the long term value of this service is difficult if not impossible to calculate. Every business has a different lifetime value for a client and retention rates vary widely. It would be both impossible and impracticable to try determine the lifetime value of retention per client, average annual consumer/customer drop off rate, the value and distribution of each consumer/customer review published, the number of social media ‘friends’ for every consumer/customer, etc. As such, the parties agree to apply a simpler method to determine The Subscribers value from this contract, which is the number of consumers that have completed a feedback submission x $50 (estimated lifetime value) + $300 for each review created through the ReviewTree system, minus any payments made by The Subscriber to date. The parties understand that The Subscriber value may be more or less than the monthly subscription fee’s that would be due. Both parties agree that this calculation of the value of the contract is fair and takes into consideration the true value of the service and not just the lower monthly price that ReviewTree LLC decides to charge for it in an attempt to gain market share.

30. HIPAA Business Associate Addendum

30.1 Privacy and confidentiality.

The parties acknowledge that in carrying out its obligations under the Agreement, ReviewTree LLC and its subcontractors, employees, affiliates, agents, or representatives may have reason to access, use, create, maintain or transmit PHI, as defined below, for or on behalf of Covered Entity. Certain PHI may be transmitted by or maintained in electronic media as Electronic PHI. Both parties agree to comply with any applicable federal or state law governing the privacy and security of the PHI and Electronic PHI including, without limitation, the HIPAA Privacy Regulations, HIPAA Security Regulations, and the HITECH Standards, each as defined below.

30.2 Status of the parties.

The parties hereby acknowledge and agree that Subscriber may be considered a covered entity (Covered Entity) and that ReviewTree LLC is a business associate of Covered Entity under the HIPAA Privacy Regulations, the HIPAA Security Regulations and the HITECH Standards, defined below.

WHEREAS, the Covered Entity and the Business Associate desire to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 as amended by the American Recovery and Reinvestment Act of 2009 (‘HIPAA’), and implementing regulations which are codified at 45 C.F.R. Parts 160, 162 and 164, as such regulations may be amended from time to time (collectively referred to herein as the ‘HIPAA Standards’); WHEREAS, the Covered Entity and the Business Associate acknowledge and agree that capitalized terms used, but not otherwise defined, herein are as defined in the HIPAA Standards; and WHEREAS, the HIPAA Standards require that the Covered Entity obtain satisfactory assurances that the Business Associate will appropriately safeguard the PHI used or disclosed by the Business Associate in the course of performing services pursuant to the Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the parties agree as follows:

1. Permitted Uses and Disclosures by Business Associate

a) Except as otherwise limited in this Business Associate Agreement, Business

Associate may use or disclose PHI to perform functions, activities, or

services for, or on behalf of, Covered Entity as specified in the Agreement,

provided that such use or disclosure would not violate the HIPAA

Standards if done by Covered Entity.

b) Except as otherwise limited in this Business Associate Agreement, Business

Associate may use PHI for the proper management and administration

of the Business Associate or to carry out the legal responsibilities of the

Business Associate.

c) Except as otherwise limited in this Business Associate Agreement, Business

Associate may disclose PHI for the performance of the services described

in the Agreement, provided that (i) the disclosures are Required by Law,

(ii) Business Associate ensures that any agent of the Business Associate,

(e.g., a subcontractor, organization that provides data transmission or

a vendor that offers personal health records) to whom it provides PHI

agrees to the same restrictions and conditions that apply through this

Business Associate Agreement to Business Associate, or (iii) if required

by law, Business Associate enters into a business associate agreement

with a subcontractor that creates, receives, maintains or transmits PHI on

behalf of the Business Associate.

d) Business Associate may use PHI to provide Data Aggregation services.

e) Business Associate may de-identify any PHI that it receives, maintains or

creates for or on behalf of the Covered Entity pursuant to the Agreement

in accordance with the HIPAA Standards (the ‘De-identified Information’).

Business Associate may use and disclose the De-identified Information for

its own purposes, including, but not limited to, data aggregation.

2. Obligations of Covered Entity

a) Covered Entity shall provide Business Associate with the Notice of Privacy

Practices that Covered Entity produces in accordance with 45 C.F.R.

‘ 164.520, as well as any changes to such Notice of Privacy Practices

and the Business Associate shall comply with such Notice of Privacy

Practices.

b) Covered Entity shall provide Business Associate with any changes in, or

revocation of, permission by an Individual to use or disclose PHI, if such

changes affect Business Associate’s permitted or required uses and

disclosures.

c) Covered Entity shall notify Business Associate of any restriction to the use or

disclosure of PHI that Covered Entity has agreed to in accordance with

45 C.F.R. ‘ 164.522.

d) Covered Entity shall not request Business Associate to use or disclose PHI in

any manner that would not be permissible under the HIPAA Standards if

done by Covered Entity.

e) Covered Entity shall make all reasonable efforts to assist Business Associate

with responding to an investigation or compliance audit by the Secretary,

or an action by an attorney general having jurisdiction.

3. Obligations and Activities of Business Associate

a) Business Associate shall not use or further disclose PHI other than as

permitted or required by this Agreement or as

Required by Law. The Business Associate shall limit, to the extent

practicable, the disclosure of PHI to the limited data set (as defined in

45 C.F.R. ‘ 164.514(e)(2)) or the minimum necessary to accomplish

the intended purpose of the use or disclosure of the PHI or as required

pursuant to the Agreement. Business Associate shall restrict disclosures

or communicate confidentially with Individuals as required by the HIPAA

Standards and as requested by the Covered Entity.

b) Business Associate shall report to Covered Entity any use or disclosure of

PHI not provided for by this Business Associate Agreement or any Breach

involving the PHI of which the Business Associate becomes aware (each,

an ‘Incident’). The Business Associate shall identify each individual

whose PHI has been, or is reasonably believed to have been, accessed,

acquired, or disclosed during an Incident. Notice shall be made to the

Covered Entity no later than forty-five (45) calendar days after discovery of

the Incident.

c) If the Business Associate maintains PHI in a Designated Record Set, the

Business Associate shall:

(1) provide access in the time and manner designated by Covered Entity;

(2) make any amendment(s) in the time and manner designated by

Covered Entity; and

(3) provide access to PHI that is in electronic format and, if requested by

the Individual or Covered Entity, transmit such copy directly to an

entity or person designated. Business Associate shall not charge

any fee greater than the lesser of the amount permitted by State

law or the Business Associate’s actual cost of labor for complying

with the request.

d) Business Associate shall make internal practices, books, and records relating

to the use and disclosure of PHI available to the Secretary, in a time

and manner designated by the Secretary, for purposes of the Secretary

determining Covered Entity’s or Business Associate’s compliance with the

HIPAA Standards.

e) Business Associate shall document such disclosures of PHI and information

related to such disclosures as would be required for Covered Entity or

Business Associate under the HIPAA Standards to respond to a request

by an Individual for an accounting of disclosures of PHI. Business

Associate shall provide, in the time and manner designated by Covered

Entity, an accounting of disclosures required by the HIPAA Standards

made by the Business Associate.

f) Business Associate shall prevent unauthorized use or disclosure of the PHI

and shall implement and maintain safeguards as necessary to ensure

that all PHI is used or disclosed only as authorized under the HIPAA

Standards and this Business Associate Agreement. Business Associate

agrees to assess potential risks and vulnerabilities to PHI in its possession

and develop, implement and maintain appropriate administrative, physical

and technical safeguards set forth in the HIPAA Standards to protect the

confidentiality, availability and integrity of the PHI that Business Associate

creates, receives, maintains or transmits on behalf of the Covered Entity.

These measures must be documented and kept current, and must include,

at a minimum, those measures that fulfill the requirements outlined in the

HIPAA Standards and all guidance issued by the Secretary.

h) Business Associate shall not directly or indirectly receive any remuneration

in exchange for any PHI unless approved in advance in writing by the

Covered Entity in accordance with the HIPAA Standards.

j) Business Associate shall respond to and shall assist the Covered Entity with

responding to an investigation or compliance audit by the Secretary, or an

action by an attorney general having jurisdiction.

a) Term. The Term of this Business Associate Agreement shall be effective as of

the acceptance date of these terms of service and shall terminate when all of the PHI maintained by Business Associate on behalf of Covered Entity is properly and

completely destroyed or returned to Covered Entity, or, if it is infeasible

to return or destroy the PHI, protections are extended to such PHI in

accordance with the termination provisions in this section.

b) Termination for Cause. Upon Covered Entity’s knowledge of a material

breach of this Business Associate Agreement by Business Associate,

Covered Entity shall provide an opportunity for Business Associate to

cure the breach or end the violation, and Covered Entity shall terminate

the Agreement if Business Associate does not cure the breach or end

the violation within the time specified by Covered Entity, or immediately

terminate the Agreement if Business Associate has breached a material

term of this Business Associate Agreement and cure is not possible, as

determined by the Covered Entity in its reasonable discretion.

c) Effect of Termination.

(1) Except as provided in subparagraph (2) of this subsection (c),

upon termination of the Agreement or this Business Associate

Agreement, for any reason, Business Associate shall return or

destroy all PHI maintained by Business Associate on behalf of

Covered Entity. Business Associate may retain any and all De-identified Information and may

use and disclose the De-Identified Information for its own purposes

after termination of the Agreement or this Business Associate

Agreement.

(2) In the event that Business Associate determines that returning or

destroying the PHI is infeasible, Business Associate shall provide

to Covered Entity notification of the conditions that make return or

destruction infeasible. The Business Associate shall extend the

protections of this Business Associate Agreement to such PHI and

limit further uses and disclosures of such PHI to those purposes

that make the return or destruction infeasible. Business Associate

shall not use or disclose such PHI and shall maintain its security

pursuant to this Business Associate Agreement for so long as

Business Associate maintains such PHI.

a) Survival. The respective rights and obligations of Business Associate under

Section 4(c) of this Business Associate Agreement shall survive the

termination of this Business Associate Agreement.

b) Interpretation. Any ambiguity in this Business Associate Agreement shall be

resolved in favor of a meaning that permits Covered Entity to comply with

the HIPAA Standards.

c) No Private Cause of Action. This Business Associate Agreement is not

intended to and does not create a private cause of action by any

individual, other than the parties to this Business Associate Agreement, as

a result of any claim arising out of the breach of this Business Associate

Agreement, the HIPAA Standards or other state or federal law or

regulation relating to privacy or security.

d) Amendment. This Business Associate Agreement shall only be amended or

modified upon written consent of the parties.

e) Application of State Law. Where any applicable provision of State law relates

to the privacy or security of health information and is not preempted by

HIPAA, as determined by application of the HIPAA Standards, the parties

shall comply with the applicable provisions of State law.

f) Severability. If any provision of this Business Associate Agreement shall be

declared invalid or illegal for any reason whatsoever, then notwithstanding

such invalidity or illegality, the remaining terms and provisions of this

Business Associate Agreement shall remain in full force and effect.

g) Governing Law. This Business Associate Agreement shall be interpreted,

construed, and governed according to the laws of the State in which the

Business Associate maintains its principal place of business. The parties

agree that venue shall lie in Federal and State courts in the State in which

the Business Associate maintains its principal place of business, without

regard to its conflicts of law principles, regarding any and all disputes

arising from this Business Associate Agreement.

h) Notices. Any notice or other communication given pursuant to this Business

Associate Agreement must be in writing and (a) delivered personally,

(b) delivered by overnight express, or (c) sent by registered or certified

mail, postage prepaid, to the addresses set forth above and shall be

considered given upon delivery.

31. Miscellaneous.

a. If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. This Agreement will bind and inure to the transferee of a party’s business, and will be enforceable in the event of a change in ownership or control. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or benefit on any third party, and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in a writing signed by authorized representatives of both parties.

b. Regulatory References. A reference in this Addendum to a section in HIPAA, the HIPAA Privacy Regulations or the HIPAA Security Regulations, or the HITECH Standards means the section as in effect or as amended from time to time, and for which compliance is required. b. Amendment. Covered Entity and ReviewTree LLC agree that amendment of this Addendum may be required to ensure that Covered Entity and ReviewTree LLC comply with changes in state and federal laws and regulations relating to the privacy, security and confidentiality of Protected Health Information, including, but not limited to, changes under the HIPAA Privacy Regulations, the HIPAA Security Regulations and the HITECH Standards. ReviewTree LLC agrees that Covered Entity may terminate this Addendum upon thirty (30) days written notice in the event that ReviewTree LLC does not promptly enter into such amendment. c. Survival. The respective rights and obligations of ReviewTree LLC under Section 6.c of this Addendum (Effect of Termination) shall survive the termination of this Addendum. d. Interpretation. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits Covered Entity to comply with applicable law protecting the privacy, security and confidentiality of Protected Health Information, including, but not limited to, HIPAA, the HIPAA Privacy Regulations, the HIPAA Security Regulations and the HITECH Standards. e. State Law. Nothing in this Addendum shall be construed to require ReviewTree LLC to use or disclose Protected Health Information without a written authorization from an individual who is a subject of the Protected Health Information, or written authorization from any other person, where such authorization would be required under state law for such use or disclosure. f. No Third Party Beneficiaries. Nothing express or implied in this Addendum is intended or shall be deemed to confer upon any person other than Covered Entity, ReviewTree LLC, and their respective successors and assigns, any rights, obligations, remedies or liabilities. g. Primacy. To the extent that any provisions of this Addendum conflict with the provisions of any other agreement or understanding between the parties, including without limitation the Agreement, this Addendum shall control with respect to the subject matter of this Addendum.

32. Questions

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@ReviewTree.com