1. Terms of Service In General. Ampmed Corporation, a New Mexico Corporation, doing business as NaviNet Claims (the "Company," "NaviNet Claims" or "we") provides this web site (the "Site") and its services (collectively, "Services") to you and your employer (e.g., physician's office, health center, facility-based practice or hospital), employees, contractors and agents, and any other user that is authorized by you to use the Service (each, an "Authorized User" and collectively, the "Healthcare Organization"), subject to your compliance with the terms and conditions set forth in this agreement (the "Agreement").

It is important that you and all other Authorized Users read carefully and understand the terms and conditions of this Agreement. We reserve the right at any time to:

• Change the terms and conditions of this Agreement;
• Change the Site and the Service, including eliminating or discontinuing any feature of the Service; or
• Change any fees or charges for use of the Service.
• Any changes we make will be effective immediately upon notice, which we will provide by means including, without limitation, posting on the Site. Your continued use of the Service following such changes will be deemed acceptance of such changes. You agree to the receipt of notices of amendments and modifications to this Agreement. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement on behalf of your Healthcare Organization.

2. Your Authorization. In order to use the Service, you are required to complete and submit the Online Enrollment Form or Payer Enrollment Forms, as applicable, on behalf of your Healthcare Organization. You represent that (a) you are authorized to complete and submit the Online Enrollment Form or Payer Enrollment Forms, as applicable, on behalf of your Healthcare Organization identified in such enrollment form(s), and (b) you are authorized to agree to the terms and conditions set forth in this Agreement on behalf of your Healthcare Organization. You are responsible for the confidentiality and use of your username and password, and you agree not to transfer your access to the Service to any third-party that is not an Authorized User.

3. Your Information. NaviNet Claims will not sell, exchange, disclose or release any of the information you or other Authorized Users provide to NaviNet Claims, except (i) when disclosure is required by law, court order or other governmental order, or (ii) when disclosure is necessary to perform the Services, in which case such information will only be disclosed to those certain Business Partners (as defined) of NaviNet Claims involved in performing the Services. Notwithstanding the foregoing, you hereby authorize NaviNet Claims to collect and utilize certain aggregate statistical information about you and your Healthcare Organization, as well as aggregate usage data for research and marketing purposes. For purposes of this Agreement, "Business Partners" means any of NaviNet Claim's underlying service providers, trade partners, business partners, information providers, healthcare organizations, subscribing organizations (including their subsidiaries and affiliates), licensors, respective employees, distributors and agents.

4. Your Responsibilities. You and your Healthcare Organization, jointly and severally, are responsible for the following:

5. Disclaimers. THE SITE AND THE SERVICE OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NAVINET CLAIMS AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. NAVINET CLAIMS AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED OR ANY SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE AND THE SERVICE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR USE OF THE SERVICE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF COMPANY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND OF THE SERVICE PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK. Without limiting the foregoing, you understand that NaviNet Claims is not responsible for the accuracy of information, including healthcare information or data you provide or access through the Service, and it is your responsibility to confirm the accuracy of such healthcare data.

6. Permitted Use and Unauthorized Uses. You agree to use the Service for its intended purposes, which is to electronically transmit claims, patient statements or other patient healthcare information ("PHI"). You may not access or use the Service in any unlawful manner or for any unlawful purpose or in violation of these terms and conditions or applicable laws, rules and regulations. You understand that you are not permitted to post, upload, or otherwise transfer to or via servers or lines by any means, including but not limited to web page content, linked web pages, e-mail or FTP, anything which (i) is obscene or constitutes child pornography under applicable law, (ii) is defamatory or (iii) contains any computer code intentionally designed to disrupt, disable, harm, or otherwise impede the operation of the Service or any associated data, software, firmware, hardware, computer or network (sometimes referred to as "viruses" or "worms"). You understand and agree that you and your Healthcare Organization are responsible for all usage of the Service through your account and all related fees and any fees associated with use of other services accessed through the Service on your account whether or not authorized by you.

7. Charges. Your Healthcare Organization is responsible for the charges identified in the "Agreement and Charges for NaviNet Claims" plus applicable taxes. Payments due to NaviNet Claims under such agreement shall be paid within thirty (30) days of the date of NaviNet Claim's monthly invoice. In the event your Healthcare Organization is in default under such agreement, NaviNet Claims shall be entitled to immediately terminate this Agreement without notice to you or your Healthcare Organization, and should this Agreement be so terminated, from the effective date of such termination, NaviNet Claims shall have no obligation to process any PHI transmissions submitted by your Healthcare Organization.

8. Passwords. You are responsible for your access and use of the Service and for the confidentiality of all passwords issued to you. NaviNet Claims may suspend your access to the Service and the access of your entire Healthcare Organization, if we have reason to believe that an unauthorized user is accessing or using the Site or the Services.

9. Ownership. The Service and the NaviNet Claims name and logos and all related product and service names, design marks and slogans are the property of NaviNet Claims or its affiliates. Other product names and service marks, etc. are the property of their respective owners. You are not authorized to use any of these marks. Your use of the Service confers no title or ownership in the Service, the Materials, or the marks. References to any names, marks, products or services of third-parties or hypertext links to third party site or information do not necessarily constitute or imply NaviNet Claim's endorsement, sponsorship or recommendation of the third party, information, product or service. You may not copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works of any software licensed to the NaviNet Claims or its affiliates.

10. Export Controls. Use of the Service is subject to applicable United State export controls. None of the Service, Materials or underlying information or technology may be downloaded or otherwise exported or re-exported outside of the United States

11. Indemnification. You, on behalf of your Healthcare Organization, agree to indemnify, defend and hold NaviNet Claims, its affiliates, business partners, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses asserted, arising out of or relating to (a) your breach of this Agreement; and/or (b) your activities in connection with the Service or the Site.

12. Limitation of Liability. NEITHER NAVINET CLAIMS NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, BUSINESS PARTNERS OR SPONSORS, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE, THE SERVICE OR ANY LINKED SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, THE SERVICE OR ANY LINKED SITE IS TO STOP USING THE SITE, THE SERVICE OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. NaviNet Claims shall be in no way liable for the contents of any of the websites that are linked to our Sites.

13. General Terms. You and your Healthcare Organization agree to the following general terms of this Agreement: