Terms & Conditions

Welcome to DocSpera, the web application is owned and operated by Compliant Innovations, Inc, 298 S Sunnyvale Ave, Sunnyvale CA 94086.

This is a binding agreement between Compliant Innovations and you ("You" or "Your"). This Agreement governs Your use of the website https://docspera.com and its associated web & mobile application and services (the "Site", "Sites" or "App"), including, without limitation, the Materials (as defined below) and all information made available to You or by You through this Site by DocSpera and/or third parties. When using the Site, you will be subject to any additional posted guidelines or rules applicable to specific services and features, which may be posted from time to time (the "Guidelines"). All Guidelines are hereby incorporated by reference into these terms of Use and the Agreement.

BEFORE USING THE APP, PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THIS "AGREEMENT"). IF AT ANY TIME YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE APP.

Your privacy is important to DocSpera. DocSpera's Privacy Notice, located at docspera.com/privacy, is hereby incorporated into the terms of this Agreement by reference. Please read this notice carefully for information relating to DocSpera's collection, use, and disclosure of your personal information.

1. OWNERSHIP OF MATERIALS

The Site, including without limitation all content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Site that are provided by DocSpera (collectively, the "Materials") are owned and/or licensed by DocSpera. Materials do not include Non-DocSpera Content (as defined below). As between DocSpera and You, all intellectual property rights in the Materials (including copyrights, trademarks, trade secrets and patents) are the property of DocSpera. DocSpera retains all rights not expressly granted in this Agreement. You shall not acquire any right, title, or interest to the Materials, except for the limited rights set forth in this Agreement. The Materials are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without DocSpera's prior written permission.

2. USE LICENSE

Any unauthorized use of any Materials or information at this Site may violate patent, copyright, trademark, and other laws. DocSpera grants You limited permission to use the Site as set forth in this Agreement subject to this Agreement and the following restrictions: You may not: (a) modify, publicly display, perform, sell, reproduce, distribute, publish or rent the Materials or use them for any commercial purpose; (b) decompile, reverse engineer, disassemble or make derivative works of the Materials; (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Materials; (d) transfer the Materials to another person or entity in manners inconsistent with this Agreement, the Guidelines or current DocSpera policies. You agree to prevent any unauthorized copying of the Materials or information. DocSpera makes no representations that the Site is appropriate or available for use outside of the United States. If you are accessing or using the Site from other jurisdictions, you do so at their own risk.

3. TERMINATION

DocSpera may terminate Your permission to use the App at any time if You are in breach of the terms of this Agreement. Upon termination, You will immediately destroy any Materials in your possession, if any, and cease use of the App.

You may cancel your account, and have all your personally identifiable information deleted, by contacting hello@docspera.com.

4. CONDITIONS OF USE AND TERMS

To use the App or any Materials, You must (a) either be (1) a currently licensed physician or (2) a member of a healthcare support team and (b) be a registered & authorized participant of docspera.com. Prior to the use of this Site, You must provide DocSpera with valid confirmation of (a), above, including all of the following: (i) Your name; (ii) Your mailing address; (iii) jurisdictions of licensure, if You are a licensed healthcare provider; (iv) company affiliations; and (v) other confirmatory demographics. By submitting that information to DocSpera, You hereby certify all assertions made under this Section and agree that You authorize DocSpera to confirm the veracity of such information.

5. SECURITY

This App is intended by DocSpera to require a valid, working eMail address and password to access and use the Materials on the App. Certain other Materials or functionalities on the App may require additional access codes. You are solely responsible for (1) maintaining the strict confidentiality of the passwords and codes assigned to You (collectively, "ID(s)"), (2) not allowing another person to use your eMail address or IDs to access the App, (3) any damages or losses that may be incurred or suffered as a result of You or Your failure to maintain the strict confidentiality of Your ID, and (4) promptly informing DocSpera in writing of any need to deactivate an ID due to potential or actual security concerns. DocSpera is not liable for any harm related to the theft of Your ID, Your disclosure of Your ID, or Your authorization to allow another person or entity to access and use the App using Your ID. You agree to immediately notify DocSpera in writing of any unauthorized use of Your ID.

6. MEDICAL DISCLAIMERS

The Materials and Non-DocSpera Content available are for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. DocSpera or You are not permitted to advise, diagnose, or otherwise treat users of this App. Neither the content, including the Materials and Non-DocSpera Content, nor any other service offered by or through this App is intended to be for medical diagnosis or treatment. Neither DocSpera's maintenance of the App nor Your use of the App for any purposes creates an express or implied physician-patient relationship between you and DocSpera, its employees or consultants or other users of the App. Persons accessing this information assume full responsibility for the use of the information and agree that DocSpera is not responsible or liable for any claim, loss, or damage arising from the use of the information. All advice and information given by another user of the App is solely the opinion of such other user (and not DocSpera) and is not endorsed or sponsored by DocSpera in any way. DocSpera shall have no responsibility to review, modify or provide input on any Non-DocSpera Content. DocSpera does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses or other information that may be mentioned on the App by DocSpera or other users of the App. Your use of and reliance upon the Materials and Non-DocSpera Content obtained or used by You is solely at Your own risk. DOCSPERA MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY INFORMATION CONTAINED OR REFERENCED IN THE APP. HEALTH-RELATED INFORMATION AND TECHNOLOGY CHANGE FREQUENTLY AND THEREFORE INFORMATION CONTAINED IN THE APP MAY BE OUTDATED, INCOMPLETE OR INCORRECT. DOCSPERA DOES NOT ASSUME ANY RISK WHATSOEVER FOR YOUR USE OF THE APP OR INFORMATION CONTAINED THEREIN. IN USING THE APP, YOU AGREE THAT NEITHER DOCSPERA NOR ANY OTHER PARTY IS OR WILL BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY DECISION MADE OR ANY ACTION TAKEN OR ANY ACTION NOT TAKEN DUE TO YOUR USE OR RELIANCE ON ANY INFORMATION PRESENTED ON THE APP OR AS A RESULT OF USING THE APP.

7. REPRESENTATION

As a user of this Site, You are liable for the accuracy of the information that You provide to us, including, but not limited to, Your personal and professional information as provided in Section 4. Except with our written consent, You hereby certify that You are not a paid consultant or have any other financial interests in the information you provide to this Site. You covenant, represent and warrant that You will not promote "off-label" drug uses, disclose confidential clinical trial or other proprietary information, or otherwise violate any applicable law or regulation, including without limitation FDA regulations and guidelines.

8. PATIENT DATA AND LEGAL COMPLIANCE

Unless otherwise agreed in writing between You and DocSpera prior to Your transmission, storing, review or receipt of confidential patient information or personal health information ("Patient Information"), if you transmit, store, review or receive such Patient Information to, from or on the Site, the following terms apply. State and Federal laws, as well as ethical and licensure requirements of Your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain information or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may nowhere after govern the gathering, use, transmission, processing, reporting, disclosure, maintenance, and storage of the Patient Information, and use Your best efforts to cause all persons or under Your direction or control to comply with such laws. You are, at all or receipt, entities times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information You transmit, store, or receive in connection with the Site, the Materials, the Non-DocSpera Content and any third party site. You agree that DocSpera, DocSpera's licensors and licensees, and all other persons or entities involved in the operation of the Site and Materials, Non-DocSpera Content and functionalities provided through the Site, have the right to monitor, retrieve, store, review and use Patient Information, if applicable, in connection with the operation or use such Materials and Non-DocSpera Content, and are acting on Your behalf in transmitting Patient Information.

WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SITE OR THE MATERIALS. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY MATERIAL AND NON-DOCSPERA CONTENT (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT ACCESS TO DOCSPERA) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.

9. GENERAL DISCLAIMERS

YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 9, THE TERM DOCSPERA INCLUDES its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders, CONTRACTORS and agents.

THE MATERIALS, NON-DOCSPERA CONTENT AND THE SITE IS PROVIDED "AS IS" AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW DOCSPERA DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, OF ANY KIND INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. DocSpera further does not warrant the accuracy or completeness of the Site, information, text, graphics, links or other items contained within these Materials. DocSpera may make changes to the Site, Materials, or to the services and/or products described therein, at any time without notice. DocSpera makes no commitment to update the Site or Materials. DOCSPERA DOES NOT WARRANT THAT THE MATERIALS, USER CONTENT, NON-DOCSPERA CONTENT, SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL DOCSPERA, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES), OR ANY DAMAGES, WHETHER DIRECT OR OTHERWISE, ARISING OUT OF OR RELATING TO (1) THE USE OF OR INABILITY TO USE THE MATERIALS OR NON-DOCSPERA CONTENT, OR (2) RELIANCE ON THE CONTENT, NON-DOCSPERA CONTENT, AND MATERIALS OR THE SITE, OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR (4) INFORMATION COMMUNICATED THROUGH CHAT ROOMS OR MESSAGE BOARDS, (5) THE COMPLIANCE WITH ANY LAW, RULE, REGULATION, LAW ENFORCEMENT, GOVERNMENT OFFICIALS OR LEGAL AUTHORITY OR THE LIKE, OR (6) ANY OTHER FAILURE TO PERFORM BY DOCSPERA OR DOCSPERA'S CONTENT PROVIDERS. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER DOCSPERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DOCSPERA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, NON-DOCSPERA CONTENT OR THIRD PARTY SITES (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, DOCSPERA SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND DOCSPERA AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF $50.00 USD. YOU AND DOCSPERA AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND DOCSPERA.

THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES MARKETED, SOLD OR PROVIDED BY USERS, OR OTHERWISE BY THIRD PARTIES OTHER THAN DOCSPERA AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION ANY LINKED OR REFERENCED SITES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THE TERMS OF THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

YOU ACKNOWLEDGE AND AGREE THAT DOCSPERA HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THE TERMS OF THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND DOCSPERA, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND DOCSPERA. YOU ACKNOWLEDGE AND AGREE THAT DOCSPERA WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

11. INDEMNITY

You agree to defend, indemnify and hold DocSpera, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including DocSpera's reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of this Agreement, (2) Your unauthorized or unlawful use of the Site or the Materials or Non-DocSpera Content, (3) the unauthorized or unlawful use of the Site by any other person using Your ID, (4) YOUR COMMUNICATIONS (AS DEFINED BELOW), INCLUDING DOCSPERA'S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR COMMUNICATION; (5) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY COMMUNICATION INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. DOCSPERA RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF DOCSPERA. DOCSPERA WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.

12. USER SUBMISSIONS

General: Unless otherwise agreed in writing between You and DocSpera prior to Your submission, any material, information or other communication, including without limitation media, text, audio and video recordings, photos, graphics, commentary or any other content, You transmit or post to the Site ("Communications") will be considered non- confidential and non-proprietary and You irrevocably assign to DocSpera all rights to Your Communications. DocSpera will have no obligations with respect to the Communications. Additionally, the Site may now or in the future permit other users of the Site to post or link media, text, audio and video recordings, photos, graphics, commentary or any other content ("User Content," and together with Communications, "Non-DocSpera Content"), and to host and/or share such User Content. DocSpera does not control the Non-DocSpera Content posted by You or other users of the Site or otherwise made available by other persons and does not have any obligation to monitor such Non-DocSpera Content for any purpose. You agree that you must evaluate, and bear all risks associated with the use of any Non-DocSpera Content, including any reliance on the accuracy, completeness, usefulness, or legality of such Non-DocSpera Content. DocSpera makes no representations that Non-DocSpera Content will remain available via the Site in any way and may remove Non-DocSpera Content in its sole discretion. YOU UNDERSTAND THAT ANY INFORMATION AND/OR COMMUNICATION THAT YOU POST FOR VIEWING ON THE SITE IS MADE PUBLICLY AVAILABLE TO USERS OF THE SITE, AND DOCSPERA DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH INFORMATION AND/OR COMMUNICATION.

In connection with Communications, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize DocSpera to use, all patent, trademark, copyright, or other proprietary rights in and to any and all Communications to enable inclusion and use of Communications in the manner contemplated by DocSpera and the terms of this Agreement, and to grant the rights and license set forth in this Agreement, and (ii) your Communications, DocSpera's use of such Communications pursuant to the terms of this Agreement, and DocSpera's exercise of the license rights set forth in this Agreement, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.

You agree that from time to time DocSpera may invite or otherwise make You aware of certain educational, promotional or financial opportunities relating to Your Communications and profile.

DocSpera hereby grants You a non-exclusive, non-transferable license to re-use or republish your own contributions made to the DocSpera Site in its original or derivative form for republication elsewhere, such as in journals or other professional publications. This license is restricted to Your own contributions and does not grant You rights to republish the contributions or postings of other DocSpera members. DocSpera and its designees will be free to use for any purpose, copy, disclose, sell, distribute, perform, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes to the extent permitted by applicable law. DocSpera shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such information.

DocSpera hereby notifies You that any or all Communications with this Site can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by DocSpera in its sole discretion and without further notice.

You are prohibited from posting or transmitting to or from this Site any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. You are prohibited from revealing the name or other personally identifying information of any other DocSpera member unless that individual has previously revealed his or her own name or personally identifying information in that specific DocSpera post. Any attempt to obtain unauthorized access or to exceed authorized access to the Site shall be considered a trespass and computer fraud and abuse, punishable under state and federal laws.

You are reminded that DocSpera does not collect personal health information about individuals. To submit a post, You must provide and upload information to the DocSpera server. Within Your uploaded submission, DocSpera does not collect or maintain information that would associate this submission with a specific patient or individual. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy rule, which took effect on April 14, 2003, as amended, allows for the use of de-identified health information so long as identifiers have been "stripped" and a key is not disclosed that would allow the information to be re-identified. DocSpera does not possess a key to re- identify patient data.

Personal Profile: Once a registered participant, You may provide additional information in Your personal profile describing your credentials, professional experiences, academic background, biography and the like. Your personal profile shall be available for viewing by other registered participants of DocSpera and will be considered non- confidential and non-proprietary. Providing additional information in Your personal profile beyond what is required at registration is entirely optional and can be altered or removed by You at any time.

13. COOPERATION WITH GOVERNMENT AUTHORITIES

Notwithstanding anything to the contrary, DocSpera may comply with local, state, federal, international and/or worldwide laws, rules, and regulations, and all law enforcement and government officials, legal authorities and the like.

14. DEALINGS WITH ADVERTISERS AND OTHER USERS

Your correspondence or business dealings with, or participation in promotions of, advertisers and other users of the Site found on or through the Site are solely between you and such advertiser or user. YOU AGREE THAT DOCSPERA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS OR USERS ON THE SITE.

15. AVAILABILITY OF SERVICE

DocSpera may make changes to or discontinue any of the media, application, web communities, features, programs, products, or services available within the Site at any time, and without notice. The media, products, or services on the Site may be out of date, and DocSpera makes no commitment to update these materials on the Site.

16. LINKS TO OTHER MATERIALS

DocSpera, other members of DocSpera or third parties may provide links on the Site to other sites including the content therein. The linked sites are not necessarily under the control of DocSpera and DocSpera is not responsible for nor does it make any certification, claim or representation regarding, and DocSpera expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of linked sites or content linked to by the Site. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK. DocSpera reserves the right to terminate any link or linking program at any time. DocSpera has selected the links for Your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If You decide to access any of the third party sites linked to this Site, You do this entirely at Your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and DocSpera shall not be responsible for notification of any change in name or location of any information of the Site. DocSpera reserves the right to request any web site administrator to disable or remove any link that violates any rights of DocSpera or causes interruption or deterioration of Materials provided by DocSpera. Failure to abide by this request shall be dealt with as provided in this section.

17. APPLICABLE LAWS

This Site is controlled by DocSpera from its office within the State of California. DocSpera makes no representation that Materials in this Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of United States export laws or regulations. Any claim relating to the Materials shall be governed by the internal substantive laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. To the extent that any lawsuit or court proceeding is permitted hereunder, You and DocSpera agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.

18. DISPUTE RESOLUTION

(a) Any dispute between DocSpera and You arising out of this Agreement or DocSpera's services shall be resolved first by direct communication with one or more of DocSpera's management team members. Should DocSpera and You be unable to resolve the dispute by communication and both You and DocSpera jointly agree to do so, DocSpera or You shall submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the American Arbitration Association nearest the place of DocSpera's headquarters and pursuant to California law provided that if a claim is for $10,000 or less, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. The arbitrator shall fully implement the intent and purposes of this Agreement.

(b) Notwithstanding subsection (a), DocSpera and You both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of either party's right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

(c) Any arbitration between You and DocSpera will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting DocSpera.

(d) YOU AND DOCSPERA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and DocSpera agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

(e) If only Subsection (e) of this Section 18 or the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described elsewhere in Section 17 shall govern any action arising out of or related to this Agreement.

19. ENTIRE AGREEMENT

This Agreement, including the Privacy Policy, and any other DocSpera policy which is incorporated herein by this reference, contains the entire agreement between You and DocSpera relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. This Agreement may only be amended in a writing, signed by both You and DocSpera, or by a change to the terms of this Agreement or Guidelines made by DocSpera as set forth below and may not be amended or supplemented by (1) any purchase order or similar form originated by You relating to the subject matter hereof, or (2) statements of any of DocSpera's employees. DocSpera reserves the right, at our discretion, to change, modify, add, or remove portions of the terms of this Agreement or Guidelines at any time without notice to you. All changes shall be effective immediately. In the event of a material change, we will notify you via the most recent eMail address that you have provided to us in conjunction with your account. Please check these terms of this Agreement periodically for changes. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes.

20. TERMINATION

Your right to access and use the Site and Materials immediately terminates without further notice upon Your breach of this Agreement. DocSpera may terminate this Agreement and/or Your right to use the Site and Materials at any time, with or without cause. Sections 1, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 24, 25, 26, 27, 28 and 29 of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever. DocSpera reserves the right to discontinue or make changes to the Site and/or Materials at any time.

21. ASSIGNMENT

DocSpera may assign this Agreement, in whole or in part, in its sole discretion. You may not assign Your rights under this Agreement without DocSpera's prior written permission. Any attempt by You to assign Your rights under this Agreement without DocSpera's permission shall be void.

22. WAIVER OF BREACH

Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement. In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.

23. FORCE MAJEURE

DocSpera shall not be liable for any failure or unavailability of the Site and/or the Materials or failure by DocSpera to perform a transaction as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond DocSpera's control.

24. NOTICE

DocSpera may deliver notice to You under this Agreement by means of electronic mail, a general notice on https://www.docspera.com, or by written communication delivered by first class U.S. mail to Your address on record in DocSpera's account information. You may give notice to DocSpera at any time via electronic mail to hello@docspera.com or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

Compliant Innovations, Inc
298 S Sunnyvale Ave
Sunnyvale CA 94086

If You object to any material found on this Site, please bring Your concerns to the attention of hello@docspera.com. The Site administrator reserves the right to remove any material alleged to be infringing any third-party rights pending further investigation.

25. HEADINGS

The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

26. INVALIDITY

If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and it would be valid, operative and permitted in such circumstances.

27. INDEPENDENT CONTRACTOR

You agree that no joint venture, relationship exists between you and DocSpera as a result of the terms of this Agreement or use of the Site. You further acknowledge that by submitting Communications, no confidential, fiduciary, contractually implied or other relationship is created between you and DocSpera other than pursuant to the terms of this Agreement.

28. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE

(a) Notification of Infringement. It is DocSpera's policy to respond to clear notices of alleged copyright infringement. This Section explains the information that must be included in these notices, as required by the Digital Millennium Copyright Act ("DMCA"). Upon receipt of a DMCA compliant notice, DocSpera will expeditiously remove or disable access to the content that is the subject of the notice. If you are a copyright such provision shall be reformed so that enforceable to the maximum extent partnership, employment, or agency owner or an authorized agent thereof, and you wish to file a notice of infringement with us, then you may submit a notice by providing DocSpera's Designated Copyright Agent with the following information in writing (please consult your legal counsel or See 17 U.S.C. Section 512(c)(3) to confirm these requirements):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works at that site.

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit DocSpera to locate the material.

(iv) Information reasonably sufficient to permit DocSpera to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us a notice.

Please note that DocSpera may, at our discretion, send a copy of such notices to a third-party for publication. As such, your letter (with personal information removed) may be forwarded to Lumen (formally "Chilling Effects" at https://www.lumendatabase.org) for publication.

(b) Counter-Notification. The administrator of an affected site or the provider of affected content may make a counter notification under sections 512(g)(2) and (3) of the DMCA. If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):

(i) A physical or electronic signature of the subscriber.

(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

(iii) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

(iv) The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which DocSpera may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Address: Compliant Innovations, Inc, 298 S Sunnyvale Ave. Sunnyvale CA 94086.
eMail: hello@docspera.com

For clarity, only DMCA notices should go to the DocSpera Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to DocSpera customer service through hello@docspera.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

(d) Account Termination. In appropriate circumstances, DocSpera will promptly terminate, without notice, the accounts of those determined in our sole discretion to be "repeat infringers."

29. GENERAL

DocSpera reserves the right to make changes to this Agreement at any time without advance notice. DocSpera agrees to post all amended forms of this Agreement on the Site and such amended forms shall be effective immediately upon its posting. It is at all times Your responsibility to read the most current form of this Agreement before using the Site to ensure that You agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable. You understand and agree that if you use the DocSpera services or access the Site after the date on which the amendment has been posted, You consent to such amendment.

Although the DocSpera website and mobile apps are HIPAA compliant, You must still comply with all applicable laws, rules and regulations, including those for institutions with whom You are associated.

LAST UPDATED: January 7^th 2019.

Privacy Policy

This Privacy Policy ("Privacy Policy") governs the privacy practices for Compliant Innovations, Inc (collectively "DOCSPERA") with regard to your ("You" or "Your") use of the website docspera.com and its associated webs application and services (the "Site", "Sites" or "App"). DOCSPERA is committed to Your privacy. DOCSPERA hereby notifies You of the following:

What personally identifiable information is collected from You through this App.
How the information is used.
How the information may be shared.
How DOCSPERA protects Your information.
How you can remove any personally identifiable information from the Site.
What DOCSPERA's contact address is for privacy questions.

1. WHAT PERSONALLY IDENTIFIABLE INFORMATION OF YOURS IS COLLECTED

a. Information collection and use
DOCSPERA is the sole owner of the information collected on this App. We will not sell, share, transfer or rent any personal information to others in ways different from what is disclosed in this statement and the Terms of Use. DOCSPERA collects information from You on the Profile and Registration section ("Profile pages") on our App. DOCSPERA may also collect personally identifiable information, including Your medical information, from Medicare and Medicade when you authorize us to do so. DOCSPERA reserves the right to collect, disseminate, sell or otherwise disclose non-personal information provided by You.

b. Registration
During the collection of information at the Profile section on the App, you are required to give your contact information (such as name, address, birth date, physician license information, medical school, institutional affiliations, eMail address and the like). An eMail address and birth date is used to confirm Your identity. An eMail address is also used to contact You about the materials and information on the App. When the App requests Your identity, the App will clearly indicate the purpose of the inquiry before the information is requested. All of your professional information may be authenticated against a third party provider.

c. Personal Profile
Once a registered participant, You may provide additional information in Your personal profile describing your credentials, professional experiences, academic background, biography and the like. Your personal profile shall be available for viewing by other registered participants of DOCSPERA and will be considered non-confidential and non-proprietary. Providing additional information in Your personal profile beyond what is required at registration is entirely optional and can be altered or removed by You at any time.

d. IP Addresses
Every computer connected to the Internet is given a set of numbers that serve as that computer's Internet Protocol or "IP" address. When You request a page from any page within the Site, any data from the App or open an HTML eMail from DocSpera, our Web servers automatically recognize and collect Your IP address and may collect Your domain name, web browser type, device agent, the web pages, document or sites that you visit just before or just after the Site, the pages/documents you view on the Site/App, and the dates and times that you visit.

e. Third Party eMail Addresses
For the purposes of inviting and introducing third parties to DOCSPERA, You will be given the option to import or otherwise provide eMail addresses of third parties to DOCSPERA. On so doing, DOCSPERA will not store your password for the third party site from which such eMail addresses where imported.

f. Children's and Minor's Privacy
DOCSPERA strongly encourages parents and guardians to supervise the online activities of their minor children and consider using parental control tools available from online services and software manufacturers to help provide a child-friendly online environment. These tools also can prevent minors from disclosing their name, address, and other personally identifiable information online without parental permission. Although the Site is not intended for use by minors, DOCSPERA respects the privacy of minors who may inadvertently use the Internet. Consistent with the federal Children's Online Privacy Protection Act of 1998 (COPPA), we will not knowingly collect personally identifiable information from anyone under the age of thirteen (13) without requiring parental consent. Any person who provides their personal information to DOCSPERA through the Site represents that they are 13 years of age or older.

g. "Cookies" Information
When you visit the Site, Docspera may send one or more cookies . a small text file containing a string of alphanumeric characters to your computer. The App uses both session cookies and persistent cookies. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to the Site. By using these cookies, we can "remember" what you have done on the Site before and personalize the Site for you. These persistent types of cookies can be removed. Each web browser implements different functionality, so please refer to the manuals or technical support resources that are available in conjunction with your web browser to learn the correct way to modify your cookies set-up. Please note that disabling cookies may prevent you from accessing some of the functionality and site offerings available via the Site. Some of our business partners may use cookies on our Site. However, we may have no access to or control over these cookies.

h. Opt Out Procedures
Upon initial communication from DOCSPERA, You may opt-out of receiving further communications from DOCSPERA except for Site/App and service announcement updates (see 5.c). To be completely removed from the DOCSPERA mailing list, You may contact hello@docspera.com. If You are using an eMail forwarding service or other similar service please make sure to include the correct eMail address or addresses.

2. HOW THE INFORMATION IS USED

a. General
DOCSPERA uses the information that we collect to provide to you all of the features and services found on the Site.

b. Use of Personal Health Information
Unless otherwise agreed between You and DOCSPERA, DOCSPERA does not collect personal health information about individuals and DOCSPERA does not collect or maintain information that would associate this submission with a specific patient or individual. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy rule, which took effect on April howfiers have been "stripped" and a key is not disclosed that would allow the information to be re-identified. DOCSPERA does not possess a key to re-identify patient data. You may receive an eMail from DOCSPERA or your healthcare provider(s) when you engage a healthcare provider that asks you to authorize DOCSPERA to connect with the Center of Medicare and Medicaide Services. If you provide that authorization, DOCSPERA will collect Your personal health information from Center of Medicare and Medicaide Services and DOCSPERA will share that information with your healthcare provider(s) for the purpose of delivering healthcare services to You. DOCSPERA will not sell, share, transfer or rent your personal health information, except as stated above.

c. Sale of Assets, Merger, Acquisition, Bankruptcy
Information collected from You may be transferred to a third party as a result of a sale or acquisition, merger or bankruptcy involving DOCSPERA.

d. Cookies and Automatically Collected Information
DOCSPERA and our business partners may use cookies and automatically collected information to: (a) remember your information so that you will not have to re-enter it during your visit or the next time you visit the Site; (b) provide better personalize the content and promotions that You see on the Site; (c) monitor the effectiveness of our marketing campaigns; and (d) monitor aggregate u sage metrics such as total number of visitors and pages viewed.

e. Log Files
DOCSPERA may use information it collects to analyze trends, administer the Site, track Your movement, and gather broad demographic information for aggregate use and to improve our marketing and promotional efforts, and to create new features and functionality.

3. HOW INFORMATION MAY BE SHARED

a. Sharing
DOCSPERA may share aggregated demographic information with DOCSPERA's partners. This is not linked to any personal information that can identify any individual person. DOCSPERA shall not be liable for the transfer of any personal identification information resulting from loss or distribution of data, the delineation or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond DOCSPERA's control.

b. Consulting
DOCSPERA may partner with another party to provide specific services. When You sign up for these services, DOCSPERA will share names, or other contact information that is necessary for the third party to provide these services. Per DOCSPERA's contractual arrangements with parties, these parties are not all o wed to use personally identifiable information except for the explicit purpose of providing these services.

c. Spam
DOCSPERA maintains a strict "No-Spam" policy, which means that DOCSPERA does not intend to sell, rent or otherwise give y our eMail address to a third party without Your consent.

d. Legal Requests
DOCSPERA takes your right to privacy very seriously and has taken measures to safeguard and respect your personal information. Except as otherwise disclosed in the Terms of Use and this Privacy Policy, DOCSPERA will only disclose Your personal information in the event it is required to do so by law, rule, regulation, law enforcement, governmental official, legal authority or similar requirements.

e. DOCSPERA Private Networks
When you participate in DocSpera Networks including, but not limited to, Articles and Post Comments, Your name and IP address may be recorded for purposes of maintaining Your own account within the Networks, and preventing abuses of the Networks (see Networks or online community rules for more details). This information is not used to personally identify You outside the DOCSPERA community. In order to diffuse the information in the Site's Networks to a wider audience, DOCSPERA may, from time to time, collect some of Your postings and group them together to use in a specific publication, print, electronic mailing or other public dissemination. At no point however will Your name or IP address be revealed in any publication. In addition, when Your postings are used in this fashion, they may be edited to fit with the general content of the publication being prepared. It is important to remember that whenever You voluntarily disclose personal information in a Networks, through eMail or elsewhere, that information can be collected and used by others. If Your personal information is accessible to the public, You may receive unsolicited messages from other parties in return. Ultimately, You are solely responsible for maintaining the secrecy of Your personal information. You may participate in any Networks offered through DOCSPERA, but You agree not to post any material the content of which (i) is defamatory, libelous, obscene, indecent, abusive, threatening to others, or in violation of any law; or (ii) infringes the copyright, trademark right, or other intellectual property right of any third party. You will be solely responsible for all content that you post on any Networks of DOCSPERA. You agree to indemnify DOCSPERA and its officers and employees from and against all liabilities, judgments, damages, and costs (including attorney's fees) incurred by any of them which arise out of or are related to the content that you post. Networks are intended only for the personal use of DOCSPERA subscribers, and may not be used for commercial purposes or for organized political activity.

f. Operation of Site.
DOCSPERA may disclose both personally identifiable and automatically collected information to affiliated companies or other businesses or persons to process such information on our behalf, to provide website maintenance and security, to offer certain features on the Site, to assist us in improving the way the Site works and looks, and to create new features. DOCSPERA uses reasonable efforts to: (i) see that these parties process such information in compliance with our Privacy Policy, (ii) limit their use of such information, and (iii) see that these parties use other appropriate confidentiality and security measures.

4. HOW WE PROTECT YOUR INFORMATION

a. Confidentiality and Security
DOCSPERA takes precautions to protect Your personal information both online and off-line. When DOCSPERA requests that You enter sensitive information, that information is encrypted using Secure Sockets Layer (SSL) software or other security protocol, which encrypts the information you input. No one at DOCSPERA will have knowledge of Your password. It is important for you to protect against unauthorized access to your password and to your computer. Be sure to log off from DOCSPERA when finished using a shared computer. DOCSPERA also protects Your personal information off-line. Access to Your personal information is limited to employees, agents or partners and third parties with whom we are working who DOCSPERA reasonably believes will need that information to provide services to You. However, DOCSPERA is not responsible for the confidentiality, security or distribution of your own personal information by our partners and third parties outside the scope of our agreement with such partners and third parties.

b. Links
The Site/App, may contain links to other sites or apps. The linked sites are not necessarily under the control of DOCSPERA. Please be aware that DOCSPERA is not responsible for the privacy practices of such other sites/apps. DOCSPERA encourages You to be aware when You leave this Site and to read the privacy policies of each and every web site / app that collects personally identifiable information. If You decide to access any of the third-party sites/apps linked to this Site/App, You do this entirely at Your own risk. Any links to any partner of the Site should be the responsibility of the linking party, and DOCSPERA shall not be responsible for notification of any change in name or location of any information on the Site/App.

5. REMOVE PERSONAL IDENTIFIABLE INFORMATION

a. Correction/Updating Personal Information
If Your personally identifiable information changes (such as address or payment information), or if You no longer desire to use DOCSPERA, You can update Your profile on the Profile section of App. DOCSPERA will endeavor to correct, update or remove Your personal data provided to DOCSPERA.

b. Deleting your account and personally identifiable information
You may delete your account and your personally identifiable information at any time by contacting us as hello@docspera.com. Upon such cancellation, DOCSPERA will cease collecting any information about You and shall delete all Your personally identifiable information.

c. Notification of Changes
We may update this Privacy Policy at any time, with or without advance notice. In the event there are significant changes in the way we treat your personally identifiable information, or in the Privacy Policy document itself, we will display a notice in the App or send you an eMail, so that you may review the changed terms prior to continuing to use DOCSPERA. As always, if you object to any of the changes to our terms, and you no longer wish to use the Site, you may contact DOCSPERA Support to deactivate your account. Unless stated otherwise, our current Privacy Policy applies to all information that DOCSPERA has about you and your account.

Using the DOCSPERA services or accessing the Site after a notice of changes has been sent to you or published on our Site shall constitute Your consent to the changed terms and you agree that it is your responsibility to periodically review the Terms of Service and these Privacy Policies periodically, whether you are notified of changes or not.

d. Site and Service Updates
As necessary, DOCSPERA may send You Site and service announcement updates. You are not able to un-subscribe from service announcements, which contain important information about the App. DOCSPERA communicates via eMail with You to provide requested services and to resolve issues relating to Your accounts.

e. Consent to This Policy
The Terms of Use Agreement is incorporated herein by reference in its entirety.

6. WHAT IS DOCSPERA'S CONTACT ADDRESS FOR PRIVACY QUESTIONS

Should You have questions about this policy or DOCSPERA's information collection, use and disclosure practices, You may contact us at the address hello@docspera.com or Compliant Innovations, Inc. 298 S Sunnyvale Ave. Sunnyvale CA 94086). We will use reasonable efforts to respond promptly to requests, questions or concerns You may have regarding our use of personal information about You. Except where required by law, DOCSPERA cannot ensure a response to questions or comments regarding topics unrelated to this policy or DOCSPERA's privacy practices.

LAST UPDATED: January 7^th 2019.

Business Associate Agreement

This BUSINESS ASSOCIATE AGREEMENT ("BAA") is made in connection with the access to and use of the services of COMPLIANT INNOVATIONS, INC, a California limited liability company dba DOCSPERA ("Business Associate," or "us" or similar words), including our various websites, applications, SMS, APIs, eMail notifications, applications, buttons, and widgets, (the "Services"), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"), by you ("Covered Entity," or "you"; or similar words). Your access to and use of the Services are conditioned on your acceptance of and compliance with this BAA. By accessing or using the Services you agree to be bound by this BAA.

You are a "covered entity" under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA") and, as such, must enter into so-called "business associate" contracts with certain contractors that may have access to certain patient medical information.

Pursuant to the terms of one or more agreements between the parties, whether oral or in writing (collectively, the "Agreement"), we shall provide certain services to you. To facilitate our provision of such services, you wish to disclose certain information to us, some of which may constitute Protected Health Information ("PHI") (defined below).

You and we intend to protect the privacy and provide for the security of PHI disclosed to us pursuant to the Agreement in compliance with HIPAA, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 ("HITECH Act"), and regulations promulgated thereunder by the U.S. Department of Health and Human Services ("HIPAA Regulations") and other applicable laws, including without limitation state patient privacy laws, as such laws may be amended from time to time.

HIPAA requires you to enter into a contract containing specific requirements with us prior to the disclosure of PHI, as set forth in, but not limited to, 45 C.F.R. §§ 164.314(a), 164.502(e) and 164.504(e) and contained in this BAA.

You and we hereby agree as follows:

Definitions. Capitalized terms not otherwise defined herein shall have the meaning assigned to them under HIPAA or the HITECH Act, as applicable.
Electronic Protected Health Information or EPHI means Protected Health Information that is maintained in or transmitted by electronic media.
Privacy Rule means the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and E.
Protected Health Information or PHI means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under 45 C.F.R. § 160.103. Protected Health Information includes Electronic Protected Health Information.
Protected Information means PHI provided by you to us, or created or received by us on your behalf.
Security Rule means the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and C.
Unsecured PHI shall have the meaning given to such term under 42 U.S.C. 17932(h), 45 C.F.R. § 164.402 and guidance issued pursuant to the HITECH Act including, but not limited to that issued on April 17, 2009 and published in 74 Federal Register 19006 (April 27, 2009), by the Secretary of the U.S. Department of Health and Human Services ("Secretary").
Obligations of Business Associate.
Permitted Access, Use or Disclosure. We shall neither permit the unauthorized or unlawful access to, nor use or disclose, PHI other than as permitted or required by the Agreement, this BAA, or as permitted or required by law. Except as otherwise limited in the Agreement or this BAA, we may access, use, or disclose PHI (i) to perform its services as specified in the Agreement; and (ii) for the proper administration of our business, provided that such access, use, or disclosure would not violate HIPAA, the HITECH Act, the HIPAA Regulations, or applicable state law if done or maintained by you. If we disclose Protected Information to a third party, we must obtain, prior to making any such disclosure, (i) reasonable assurances from such third party that such Protected Information will be held confidential as provided pursuant to this BAA and only disclosed as required by law or for the purposes for which it was disclosed to such third party, and (ii) agreement from such third party to promptly notify us of any Breaches of confidentiality of the Protected Information, to the extent it has obtained knowledge of such Breach.
Prohibited Uses and Disclosures Under HITECH. Notwithstanding any other provision in this BAA, we shall comply with the following requirements: (i) we shall not use or disclose Protected Information for fundraising or marketing purposes, except as provided under the Agreement and consistent with the requirements of 42 U.S.C. § 17936; (ii) we shall not disclose Protected Information to a health plan for payment or health care operations purposes if the patient has requested this special restriction, and has paid out of pocket in full for the health care item or service to which the PHI solely relates, 42 U.S.C. § 17935(a); (iii) we shall not directly or indirectly receive remuneration in exchange for Protected Information, except with your prior written consent and as permitted by the HITECH Act, 42 U.S.C. § 17935(d)(2); however, this prohibition shall not affect payment by you to us for services provided pursuant to the Agreement.
Appropriate Safeguards. We shall implement appropriate safeguards designed to prevent the access, use or disclosure of Protected Information other than as permitted by the Agreement or this BAA. We shall use administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of EPHI. We shall comply with each of its obligations under the applicable requirements of 45 C.F.R. §§ 164.308, 164.310, and 164.312 and the policies and procedures and documentation requirements of the HIPAA Security Rule set forth in 45 C.F.R. § 164.316.
Reporting of Improper Access, Use, or Disclosure.
Generally. We shall promptly notify you of any Breach of security, intrusion or unauthorized access, use, or disclosure of PHI of which we become aware and/or any access, use, or disclosure of data in violation of the Agreement, this BAA, or any applicable federal or state laws or regulations. We shall take (i) prompt corrective action to cure any deficiencies in our policies and procedures that may have led to the incident, and (ii) any action pertaining to such unauthorized access, use, or disclosure required of us by applicable federal and state laws and regulations.
Breaches of Unsecured PHI. Without limiting the generality of the reporting requirements set forth in Section 2.4 (a), we also shall, following the discovery of any Breach of Unsecured PHI, notify you in writing of such Breach without unreasonable delay and in no case later than sixty (60) days after discovery. The notice shall include the following information if known (or can be reasonably obtained) by us: (i) contact information for the individuals who were or who may have been impacted by the Breach (e.g., first and last name, mailing address, street address, phone number, eMail address); (ii) a brief description of the circumstances of the Breach, including the date of the Breach and date of discovery (as defined in 42 U.S.C. § 17932(c)); (iii) a description of the types of Unsecured PHI involved in the Breach (e.g., names, social security numbers, date of birth, addresses, account numbers of any type, disability codes, diagnostic and/or billing codes and similar information); (iv) a brief description of what we have done or is doing to investigate the Breach and to mitigate harm to the individuals impacted by the Breach.
Mitigation. We shall establish and maintain safeguards to mitigate, to the extent practicable, any deleterious effects known to us of any unauthorized or unlawful access or use or disclosure of PHI not authorized by the Agreement, this BAA, or applicable federal or state laws or regulations; provided, however, that unless otherwise agreed in writing by the parties or required by applicable federal or state laws or regulations, such mitigation efforts by us shall not require us to bear the costs of notifying individuals impacted by such unauthorized or unlawful access, use, or disclosure of PHI; provided, further, however, that we shall remain fully responsible for all aspects of its reporting duties to you under Section 2.4 (a) and Section 2.4 (b).
Our Subcontractors and Agents. We shall ensure that any agents or subcontractors to whom we provide Protected Information agree to the same restrictions and conditions that apply to us with respect to such PHI. To the extent that we create, maintain, receive or transmit EPHI on your behalf, we shall ensure that any of our agents or subcontractors to whom we provide Protected Information agree to implement the safeguards required by Section 2.3 above with respect to such EPHI.
Access to Protected Information. To the extent we maintains a Designated Record Set on your behalf, we shall make Protected Information maintained by us or our agents or subcontractors in Designated Record Sets available to you for inspection and copying within ten (10) days of a request by you to enable you to fulfill your obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. § 164.524. If we maintain an Electronic Health Record, we shall provide such information in electronic format to enable you to fulfill your obligations under the HITECH Act, including, but not limited to, 42 U.S.C. § 17935(e).
Amendment of PHI. To the extent we maintain a Designated Record Set on your behalf, within ten (10) days of receipt of a request from you for an amendment of Protected Information or a record about an individual contained in a Designated Record Set, we or our agents or subcontractors shall make PHI available to you so that you may make any amendments that you direct or agree to in accordance with the Privacy Rule.
Accounting Rights. Within ten (10) days of notice by you of a request for an accounting of disclosures of Protected Information, we and our agents or subcontractors shall make available to you the information required to provide an accounting of disclosures to enable you to fulfill your obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. § 164.528, and your obligations under the HITECH Act, including but not limited to 42 U.S.C. § 17935(c). We agree to implement a process that allows for an accounting to be collected and maintained by us and our agents or subcontractors for at least six (6) years prior to the request. However, accounting of disclosures from an Electronic Health Record for treatment, payment, or health care operations purposes are required to be collected and maintained for only three (3) years prior to the request, and only to the extent we maintain an electronic health record and are subject to this requirement. At a minimum, the information collected and maintained shall include, to the extent known to us: (i) the date of the disclosure; (ii) the name of the entity or person who received PHI and, if known, the address of the entity or person; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual’s authorization, or a copy of the written request for disclosure. The accounting must be provided without cost to the individual or the requesting party if it is the first accounting requested by such individual within any twelve (12) month period. For subsequent accountings within a twelve (12) month period, we may charge the individual or party requesting the accounting a reasonable fee based upon our labor costs in responding to the request and a cost-based fee for the production of non-electronic media copies, so long as we inform the individual or requesting party in advance of the fee and the individual or requesting party is afforded an opportunity to withdraw or modify the request. We shall notify you within five (5) business days of receipt of any request by an individual or other requesting party for an accounting of disclosures. The provisions of this Section 2.8 shall survive the termination of this BAA.
Governmental Access to Records. We shall make our internal practices, books and records relating to the use and disclosure of Protected Information available to you and to the Secretary for purposes of determining our compliance with the Privacy Rule.
Minimum Necessary. To the extent feasible in the performance of services under the Agreement, we (and our agents or subcontractors) shall request, use, and disclose only the minimum amount of Protected Information necessary to accomplish the purpose of the request, use, or disclosure. Notwithstanding the foregoing, the parties agree that based on the nature of the services provided to you by us under the Agreement, we may be unable to determine what constitutes "minimum necessary" under HIPAA, and thus we shall be entitled to rely on your direction as to what constitutes "minimum necessary" with respect to the access, use, or disclosure of Protected Information in our possession or under our control.
Permissible Requests by You. You shall not request that we to use or disclose PHI in any manner that would not be permissible under HIPAA or the HITECH Act if done by you or us. You shall not direct us to act in a manner that would not be compliant with the Security Rule, the Privacy Rule, or the HITECH Act.
Breach Pattern or Practice If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of such other party’s obligations under this BAA or other arrangement, the first party must take reasonable steps to cure the breach or end the violation. If the steps are unsuccessful, the first party must terminate the applicable Agreement to which the breach and/or violation relates if feasible, or if termination is not feasible, report the problem to the Secretary.
Term and Termination.
Term. The term of this BAA shall be effective as of the Effective Date and shall terminate when all of the PHI provided by you to us, or created or received by us on your behalf, is destroyed or returned to you.
Termination.
Material Breach by Us. Upon any material breach of this BAA by us, you shall provide us with written notice of such breach and such breach shall be cured by us within thirty (30) business days of such notice. If such breach is not cured within such time period, you may immediately terminate this BAA and the applicable Agreement.
Effect of Termination. Upon termination of any of the agreements comprising the Agreement for any reason, we shall, if feasible, return or destroy all PHI relating to such agreements that we or our agents or subcontractors still maintain in any form, and shall retain no copies of such PHI. If return or destruction is not feasible, we shall continue to extend the protections of this BAA to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible.
Compliance with State Law. Nothing in this BAA shall be construed to require us to use or disclose Protected Information without a written authorization from an individual who is a subject of the Protected Information, or without written authorization from any other person, where such authorization would be required under state law for such use or disclosure.
Amendment to Comply with Law. Because state and federal laws relating to data security and privacy are rapidly evolving, amendment of the Agreement or this BAA may be required to provide for procedures to ensure compliance with such developments. We and you shall take such action as is necessary to implement the standards and requirements of HIPAA, the HITECH Act, the Privacy Rule, the Security Rule and other applicable laws relating to the security or confidentiality of PHI. Upon the request of either party, the other party shall promptly enter into negotiations concerning the terms of an amendment to this BAA embodying written assurances consistent with the standards and requirements of HIPAA, the HITECH Act, the Privacy Rule, the Security Rule or other applicable laws. Either party may terminate the applicable Agreement upon thirty (30) days written notice in the event (i) the other party does not promptly enter into negotiations to amend the Agreement or this BAA when requested by the first party pursuant to this Section or (ii) the other party does not enter into an amendment to the Agreement or this BAA providing assurances regarding the safeguarding of PHI that the first party, in its reasonable discretion, deems sufficient to satisfy the standards and requirements of applicable laws, within thirty (30) days following receipt of a written request for such amendment from the first party.
No Third-Party Beneficiaries. Nothing express or implied in the Agreement or this BAA is intended to confer, nor shall anything herein confer upon any person other than you, us and our respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
Notices. All notices hereunder shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier, and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, postage prepaid, or deposited with the overnight courier addressed as follows: (a) if to you, at the primary mailing address you provided when you created your account with us; (b) if to us, at the following address:

Attn: Security Officer
Compliant Innovations, Inc
298 S Sunnyvale Ave
Sunnyvale, CA 94086

Or to such other persons or places as either party may from time to time designate by written notice to the other.
Interpretation. The provisions of this BAA shall prevail over any provisions in the Agreement that may conflict or appear inconsistent with any provision in this BAA. This BAA and the Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HITECH Act, the Privacy Rule and the Security Rule. Any ambiguity in this BAA shall be resolved in favor of a meaning that complies and is consistent with HIPAA, the HITECH Act, the Privacy Rule and the Security Rule. Except as specifically required to implement the purposes of this BAA, or to the extent inconsistent with this BAA, all other terms of the Agreement shall remain in force and effect.
Entire Agreement of the Parties. This BAA supersedes any and all prior and contemporaneous business associate agreements or addenda between the parties and constitutes the final and entire agreement between the parties hereto with respect to the subject matter hereof. Each party to this BAA acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, with respect to the subject matter hereof, have been made by either party, or by anyone acting on behalf of either party, which are not embodied herein. No other agreement, statement or promise, with respect to the subject matter hereof, not contained in this BAA shall be valid or binding.
Regulatory References. A reference in this BAA to a section of regulations means the section as in effect or as amended, and for which compliance is required.

LAST UPDATED: January 7^th 2019.