SAFEKEEPING & HOW'S MOM

TERMS OF USE

Last Updated May 03, 2022

SafeKeeping Inc. ("SafeKeeping", “we”, “us” and “our”) helps families and authorized
representatives monitor the health and wellness of their loved ones in the care of medical
facilities including, but not limited to, long-term care (LTC), assisted living, memory care,
hospice, and home health ("Medical Service Providers"). By integrating with Medical
Service Provider records, including electronic medical records (EMRs), SafeKeeping
securely delivers patient data from Medical Service Providers to designated family
members’ or authorized representatives' computers and mobile devices.
The following Terms of Use outline your obligations when using the SafeKeeping website,
mobile applications, and services.

Acceptance Of Terms

The SafeKeeping Internet site available at www.howsmom.net, the How's Mom mobile application, any and all related sites,
software, and mobile applications, and the various content, features, and services offered on and in
connection with these sites and applications (collectively, the "Services") are owned and operated by
SafeKeeping and can only be accessed and used by you under these Terms of Use ("Terms of Use"
or “Terms”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR
USING ANY OF THE SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS AND
CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU
MAY NOT ACCESS AND USE THE SERVICES.

Modification Of Terms Of Use

SafeKeeping may, in its sole discretion, modify these Terms of Use at any time effective upon
posting the modified Terms of Use on and in connection with the Services, with or without additional
notice to you. You are responsible for regularly reviewing information posted on the Services to
obtain timely notice of such changes, and if you do not agree to the amended terms, you agree to
immediately stop using the Services and to provide SafeKeeping notice to remove you from any
distribution lists or other communication list that are available to you through your use of the
Services.

YOUR CONTINUED USE OF THE SERVICES AFTER SUCH POSTING (OR OTHER
NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED
TERMS OF USE.

Purpose Of The Services

SafeKeeping provides the Services to assist you and patient populations with end of life care
management. The Services are solely for informational purposes and the purposes of enabling
communication between you, SafeKeeping and Medical Service Providers that will help you and
your family monitor the end of life care of a loved one. The information provided is intended to be
general in nature and does not necessarily address all the terms, exclusions, and conditions
applicable to our products and services.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular
time. Any reliance you place on such information is strictly at your own risk. SafeKeeping disclaims
all liability and responsibility arising from any reliance placed on such content by you or any other
visitor to our Services, or by anyone who may be informed of any of its contents. Any information
you provide or that is collected by SafeKeeping through the Services shall be handled in accordance
with the Service’s Privacy Policy, which is hereby incorporated by reference.

Relationship of the Parties. The Services are provided to you, as an authorized user (“you”), who
is authorized to access certain information regarding an individual under the care of a Medical
Service Provider (a “Patient”). You acknowledge and agree that the Services are merely a conduit
for information related to a Patient who has, directly or indirectly, authorized you to receive that
information from a Medical Service Provider, including independent third party healthcare providers,
physicians, physician assistants, nurses, paramedics, emergency care responders, other physician
extenders, healthcare systems, healthcare facilities, or other providers of healthcare services
(collectively, "Healthcare Providers(s)").

Medical Advice and Treatment. SafeKeeping does not provide medical advice, diagnosis, or
treatment. You acknowledge and agree that the Healthcare Providers are solely responsible for and
have complete authority, responsibility, supervision, and control over the provision of medical
services, advice, instructions, treatment decisions, and other professional health care services
performed for any Patient whose information you are authorized to access under this Agreement,
and that all diagnoses, treatments, procedures, and other professional health care services are
provided and performed exclusively by or under the supervision of Healthcare Providers as they, in
their sole discretion, deem appropriate. You further acknowledge and agree that SafeKeeping does
not provide or endorse any medical advice or treatment on or through the Services and no
information obtained through the Services can be so construed or used. SafeKeeping has and
exercises absolutely no control, authority, or supervision over the provision of any medical services
or other professional health care services. The use of the Services, all text, graphics, images, audio
content, audiovisual content, data, other materials, and any other information provided on, entered
into, or made available through the Services, including all healthcare related information (collectively,
"Content"), whether provided by Medical Service Providers, Healthcare Providers, or other third
parties is solely your responsibility. SafeKeeping has made and will make all reasonable efforts in
accordance with applicable laws and agreements to safeguard the integrity and availability of the
Content. Further, when using the Services, information may be transmitted over a medium that may
be beyond the control and jurisdiction of SafeKeeping. Accordingly, SafeKeeping assumes no
liability for or relating to the delay, failure, interruption, or corruption of any data or other information
transmitted in connection with use of the Services that is reasonably determined to be beyond
SafeKeeping's control.

The Content was created and is maintained and provided to SafeKeeping solely by the participating
Medical Service Provider. Although SafeKeeping will work with participating Medical Service
Providers to strive for the most current and accurate data, it has not, will not, and cannot verify the
accuracy and completeness of the Content. The accuracy and completeness of the Content is
entirely the responsibility of the Medical Service Providers and/or Healthcare Providers. You
understand, therefore, that SafeKeeping shall not be liable to you for any errors, omissions, or
inaccuracies contained in the Content.

Important Notice About Health Information. SafeKeeping is not a Covered Entity as defined by
the Health Insurance Portability and Accountability Act (“HIPAA”). SafeKeeping may be a Business
Associate under HIPAA of certain Covered Entities, as that term is defined under HIPAA.
Additionally, SafeKeeping may collect Protected Health Information, as that term is defined under
HIPAA, through an established Business Associate Agreement between SafeKeeping and a
regulated Covered Entity (i.e., Medical Service Provider).

“Patient Information” means, collectively, information and data related to the provision of health care
to patients, their health status, medical records, and related information and documents, including
consent to treatment forms, authorization to disclose medical information forms, Medicare forms,
Medicaid forms, living wills, Directives to Physicians and Family or Surrogates, Medical Powers of
Attorney, Out-of-Hospital Do-Not-Resuscitate Orders, Declarations of Mental Health Treatment,
images, reports, and lab and test results, medical treatments performed by you and/or other
Healthcare Providers, and other “protected health information,” as defined under HIPAA and similar
terms as defined by state, federal, or international Law. You acknowledge and agree that the Services may be used to transmit, collect, access, manage, and display Patient Information by and
among you and other authorized users, Medical Service Providers, and their employees and
contractors. You acknowledge and agree that Patient Information related to the Patient you are
authorized to receive may be stored by SafeKeeping and/or its licensees and service providers in
connection with providing the Services, as well as shared among other authorized users of the
Services. You acknowledge and agree that the Patient Information stored by SafeKeeping shall not
serve as the system of record for any Patient, personal representative of a Patient, health care
provider, any business associate of a health care provider, or any affiliates of the foregoing.

Use Of The Services

Subject to full compliance with these Terms of Use, SafeKeeping grants authorized users a
nonexclusive, nontransferable, non-sublicensable, terminable license to access and use the
Services for your personal use. You agree to not access, reproduce, duplicate, copy, sell, re-sell,
modify, distribute, transmit, or otherwise exploit the Services or any of their content for any purpose
except for your personal use and as described in this Terms of Use, without the express written
consent of SafeKeeping. SafeKeeping may modify, update, suspend or discontinue the Services, in
whole or in part, at our sole discretion for any or no reason, at any time and with or without
notice. SafeKeeping shall not be liable to any user or other third party for any such modification,
update, suspension or discontinuance.

Intellectual Property Notices

The Services are protected by copyrights, trademarks, or are subject to other proprietary rights and
you have no ownership interests therein. Using the Services does not give you ownership of any
intellectual property rights in our Services or the content you access. Accordingly, you are not
permitted to use the Services in any manner, except as expressly permitted by SafeKeeping in these
Terms. The Services, and the content available on the Services, may not be copied, reproduced,
modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you
agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives
without the express written consent of SafeKeeping or any applicable owner. These Terms do not
grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or
alter any legal notices displayed in or along with our Services.

Copyright. You should assume that everything you see or read on the Services is copyrighted unless
otherwise noted and may not be used without the written permission of SafeKeeping. SafeKeeping
neither warrants nor represents that your use of materials displayed on the Services will not infringe
the rights of third parties. Content, images, photographs, or illustrations displayed on the Services is
either property of, or used with permission by, SafeKeeping. The use of these materials by you, or
anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific
permission provided elsewhere on the Services. Any unauthorized use of any content, images,
photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and
publicity, and communications regulations and statutes.

Trademark. Nothing contained on the Services should be construed as granting or conveying, by
implication, or otherwise, any license or right to use any trademark displayed on the Services without
the written permission of SafeKeeping or such third party that may own a trademark displayed on the
Services. Your misuse of SafeKeeping’s trademark(s) displayed on the Services, or any other
content on the Services, except as provided herein, is strictly prohibited.

Your Content. Any Content you create or own or to which you have a license and use on the
Services is Your Content. In sharing Your Content on the Services, you warrant and represent you
have the legal right to use Your Content and grant SafeKeeping an irrevocable, royalty-free, fully
paid up, worldwide, non-exclusive license to use Your Content in providing any services as described in these Terms and in any posted policies on the Services. The Services may also provide
you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates,
and searching. These and other features may require SafeKeeping systems to access, store, and
scan Your Content. You may also be able to share Your Content with others, so please think
carefully about what you share.

You acknowledge and agree that you are solely responsible for complying with the applicable
restrictions on use of all content, copyrighted materials and trademarks that you see, hear, and use
on the Services. You understand that any unauthorized use of such intellectual property would result
in irreparable injury for which money damages would be inadequate. You further acknowledge that,
in the event of any such unauthorized use, SafeKeeping or the applicable intellectual property owner
will have the right, in addition to other remedies available at law and in equity, to immediate
injunctive relief to prevent any such unauthorized use.

Questions regarding the use of any intellectual property provided on the Services should be directed
to inquiries@safekeeping.com.

User Authorization And Registration

In some Services, a Medical Service Provider has obtained the necessary consent, signatures and
permissions, and has further confirmed to SafeKeeping that you are authorized to receive Patient
Information through the Services. SafeKeeping has provided you with login information and an initial
password to access the Services. Upon registration, you agree to provide current, accurate, and
complete information about you as is required to register to use the Services and at other points as
may be required in the course of using the Services, including your complete legal name, street
address, phone number(s), email address, and such other information as may be requested by
SafeKeeping (“Registration Data”). Further, you agree to maintain and update your Registration Data
as required to keep it current, accurate, and complete. You agree that SafeKeeping may store and
use the Registration Data you provide in connection with your use of the Services in accordance with
SafeKeeping's Privacy Policy ("Privacy Policy," which is incorporated into this Agreement by
reference). SafeKeeping has the right, but not the duty, to confirm or otherwise verify or check, in its
sole discretion, the truth and accuracy of any registration information at any time. SafeKeeping may
terminate your rights to the entire Services, if any information you provide is false, incomplete or
inaccurate.

Except as expressly set forth in this Agreement, you will protect the confidentiality of the Services
and any Content obtained through the Services, and will not distribute or otherwise make available
the Services, or any portion of the Services, in any form to any third party. Any rights you may
possess in the Services expire upon expiration or termination of this Agreement. You will employ the
security measures necessary to prevent unauthorized users from accessing the Services
including your user ID and password (“Login Information”). You are solely responsible for the
maintenance and protection of your Login Information. You accept responsibility for and will be liable
for all access to the Services in connection with your Login Information. Without the prior written
consent of SafeKeeping, you will not utilize the services of any third party to assist you in using the
Services. Further, you will be responsible for all activities that occur under or in connection with your
account and your use of the Services. If you learn of any unauthorized use of your password or
SafeKeeping account, follow these instructions. If your account was assigned to you by an
administrator, please contact your administrator. If you are the administrator, then please contact
SafeKeeping support.

In addition to the other representations and warranties contained in this Agreement, you further
represent, warrant, and covenant to SafeKeeping the following:

  • All information you provide to SafeKeeping as part of the registration process or otherwise
    will be truthful, accurate and complete, irrespective of any independent verification or other
    determination made by SafeKeeping;
  • You are legally authorized in accordance with applicable Law to access any and all Patient
    Information that you access through the Services for all uses contemplated under this
    Agreement;
  • This Agreement has been duly and validly authorized, accepted, agreed to, and delivered to
    you (or your authorized representative) and constitutes a legal, valid, and binding obligation,
    enforceable against you in accordance with this Agreement. You represent that you have full
    power, capacity and authority to enter into this Agreement.

SMS Texting

You may have the opportunity to receive SMS or "text" messages, pre-recorded voice messages or
auto-dialed phone calls from SafeKeeping, its affiliates and related entities as well as third parties.
Such messaging may be used to authenticate your identity or mobile device, as well as provide you
informational updates about services you may have requested. In providing your mobile device
number or cell phone number to SafeKeeping, you knowingly consent to such communications from
SafeKeeping or for SafeKeeping to use your cell phone number or mobile device number in
accordance with SafeKeeping’s Privacy Policy. In providing your number and accepting these
Terms, you represent that you have the authority to agree to receive text messages at the telephone
number that you provide to SafeKeeping, or from which you sent the text message request to us.
You further acknowledge that no purchase is required to opt into this service, and you may opt out at
any time by following instructions below.

  • You can cancel the SMS service at any time. Just text "STOP" to the short code. After you
    send the SMS message "STOP" to us, we will send you an SMS message to confirm that
    you have been unsubscribed. After this, you will no longer receive SMS messages from us.
    If you want to join again, contact your loved one's facility to sign up as you did the first time
    and we will start sending SMS messages to you again.
  • If you are experiencing issues with the messaging program you can reply with the keyword
    HELP for more assistance, or you can get help directly at support@howsmom.app.
  • Carriers are not liable for delayed or undelivered messages.
  • As always, message and data rates may apply for any messages sent to you from us and to
    us from you. You will receive occasional messages for COVID-19 updates and other facility
    notifications. If you have any questions about your text plan or data plan, it is best to contact
    your wireless provider.

User Conduct

As a condition of your access and use of the Services you agree not to use the Services for any
purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably
intended by SafeKeeping. By way of example, and not as a limitation, you agree not to:

  • Transmit, access, or communicate any data that you do not have the right to transmit,
    access, or communicate under applicable law, including the Health Insurance Portability and
    Accountability Act of 1996 as modified by the Health Information Technology for Economic
    and Clinical Health Act and all rules, regulations, and related laws and acts promulgated
    under and in connection therewith (collectively, “HIPAA”), under similar more stringent state
    laws, or under a contractual or fiduciary relationship;
  • Interfere with or disrupt or circumvent the Services;
  • Intentionally or unintentionally violate any applicable local, state, federal, or internationallaw,
    including laws relating to medical records, protected health information, personally
    identifiable information, and any regulations, requirements, procedures or policies in force
    from time to time relating to the Services;
  • Use the Services while driving.
  • Use the Service in any manner that violates any relevant law or that infringes,
    misappropriates or violates any third party's rights, including, but not limited to, transmitting
    any Content that may infringe, misappropriate or violate a third party's rights of privacy,
    publicity, contractual rights, fiduciary rights or intellectual property rights;
  • Reproduce, duplicate, copy, modify, sell, re-sell or exploit any Content or the Services;
  • Knowingly provide or submit false or misleading information;
  • Attempt to gain unauthorized access to the Services, other user accounts, or other computer
    systems or networks connected to the Services;
  • Use the Services in any way that could interfere with the rights of SafeKeeping, the rights of
    any Patient whose information is accessed through the Services, or the rights of other users
    of the Services;
  • Attempt to gain unauthorized access to any portion or feature of the Services, or any other
    systems or networks connected to the Services or to any server used by SafeKeeping by
    hacking, password 'mining' or any other illegitimate or unauthorized means, including
    attempting to obtain password, account, or any other personal or private information from
    any other Services user or SafeKeeping employee;
  • Impersonate or attempt to impersonate SafeKeeping, a SafeKeeping employee, another user
    or any other person or entity (including, without limitation, by using email addresses
    associated with any of the foregoing).
  • Sell, share, or otherwise transfer your account username, password, other information, or
    your rights or obligations under these Terms of Use;
  • Transmit or submit any transmission or other materials that contains viruses, Trojan horses,
    worms, time bombs, spiders, cancelbots or other computer programming routines that is
    likely or intended to damage, interfere with, disrupt, impair, disable or otherwise harm the
    Services;
  • Access, download, monitor, or copy any information contained on the Services through
    artificial means (including but not limited to use any 'deep-link', 'scraper', 'robot', 'spider' or
    other automatic device, program, algorithm or methodology, or any similar or equivalent
    automatic or manual process), or in any way reproduce or circumvent the navigational
    structure or presentation of the Services or any content, to obtain or attempt to obtain any
    Content, materials, documents or information through any means not purposely made
    available through the Services; or

Probe, scan or test the vulnerability of the Services or any network connected to the Services, nor
breach the security or authentication measures on or of the Services or any network connected to
the Services. You may not reverse look-up, trace or seek to trace any information on any other user
of the Services, or any other user of SafeKeeping, including any SafeKeeping account not owned by
you, to its source, or exploit the Services or any service or information made available or offered by
or through the Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than information you are expressly authorized to
access through the Services.

Third Party Websites

The Services may contain links to websites controlled or operated by persons and companies other
than SafeKeeping (“Linked Sites”). Linked Sites are not under the control of SafeKeeping, and
SafeKeeping is not responsible for the contents of any Linked Site, including without limitation any
link contained on a Linked Site, or any changes or updates to a Linked Site. SafeKeeping is not
responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms
resulting from your use of a Linked Site. SafeKeeping is providing these links to you only as a
convenience, and the inclusion of any link does not imply endorsement by SafeKeeping of the site or
any association with its operators. You are responsible for viewing and abiding by the privacy
policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings
with third parties who support SafeKeeping or are identified in the Services, including any delivery of
and payment for goods and services.

Disclaimer Of Warranties

THE SERVICES, AND ANY THIRD PARTY TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, AND IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAFEKEEPING, ITS LICENSORS,
AND SUPPLIERS MAKE NO WARRANTY, REPRESENTATION, OR GUARANTY:

  • TO THE SEQUENCE, ACCURACY, TIMELINESS, RELEVANCE, OR COMPLETENESS OF
    THE SERVICES;
  • AS TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE
    SERVICES REGARDING TREATMENT OF MEDICAL CONDITIONS, ACTIONS,
    DIAGNOSES, PROCEDURES, APPLICATION OF MEDICATION, OR OTHER PROVISION
    OF HEALTHCARE SERVICES;
  • THAT THE SERVICES MAY BE RELIED UPON FOR ANY REASON, THAT THE USE OF
    THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, YOUR USE
    OF THE SERVICES, AND ANY THIRD-PARTY TECHNOLOGY IS AT YOUR OWN RISK.
    SAFEKEEPING DOES NOT WARRANT THAT THE SERVICES OR THIRD-PARTY
    TECHNOLOGY WILL MEET YOUR SPECIFIC REQUIREMENTS. TO THE EXTENT THAT
    SAFEKEEPING MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE
    LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM
    PERMITTED UNDER SUCH LAW.

Limitation Of Liability

THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, FAILURE, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. SAFEKEEPING IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES OR
OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
EXCEPT WHERE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL SAFEKEEPING
BE LIABLE TO YOU OR ANY OTHER PERSON FOR DIRECT, CONSEQUENTIAL, SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR
LOSSES OR LOST PROFITS IN CONNECTION WITH THE SERVICES OR OTHERWISE
RELATED TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR
LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), FAILURE OF
ESSENTIAL PURPOSE OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF
SUCH DAMAGES. SAFEKEEPING WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF CIRCUMSTANCES BEYOND ITS
CONTROL, WHICH CIRCUMSTANCES INCLUDE NATURAL DISASTER, TERRORISM, THIRD
PARTY LABOR DISPUTES, WAR, DECLARATIONS OF GOVERNMENTS, TRANSPORTATION
DELAYS, FAILURE OF HARDWARE, EQUIPMENT, OR TELECOMMUNICATIONS FAILURE.
SAFEKEEPING WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT BECAUSE OF YOUR MISUSE OF THE SERVICES BY YOU OR ANY
OTHER PERSON. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IN THE EVENT THAT
ANY EXCLUSIVE REMEDY PROVIDED HAS FAILED OF ITS ESSENTIAL PURPOSE. FURTHER,
IN NO EVENT WILL SAFEKEEPING BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIMS,
LOSSES, OR DAMAGES ARISING OUT OF ANY USE OR MISUSE OF ANY THIRD-PARTY
TECHNOLOGY. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION
REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE
PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF
LIABILITY. IN NO EVENT SHALL THE LIABILITY OF SAFEKEEPING FOR ANY LOSS RELATED
TO USE OR INABILITY TO USE THE APP EXCEED $5.00 U.S. In some jurisdictions, limitations or
exclusions of liability or damages are not permitted. In such jurisdictions, some of the foregoing
limitations and exclusions may not apply to you.

Indemnification

YOU WILL INDEMNIFY, DEFEND, AND HOLD INDEMNITEES (AS DEFINED BELOW)
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING FROM OR
ATTRIBUTABLE TO (1) INFORMATION REGARDING THE PROVISION OF MEDICAL SERVICES
AND TREATMENT OF PATIENTS IN CONNECTION WITH YOUR USE OF THE SERVICES OR
OTHERWISE; (2) YOUR BREACH OF ANY OF YOUR REPRESENTATIONS, WARRANTIES,
COVENANTS, OR OTHER AGREEMENTS MADE UNDER THIS AGREEMENT; (3) ANY CLAIMS
BY OR DISPUTES RELATED TO YOUR USE OF THE SERVICES; (4) ANY INFORMATION YOU
PROVIDE TO THE SITE OR SERVICES OR OTHERWISE RECEIVE, TRANSMIT, OR RELY
UPON USING THE SERVICES; AND (5) BREACH OF CONFIDENTIALITY RELATED TO YOUR
USE OF THE SERVICES.

  • The Indemnitee will give you written notice of any Claim for which indemnification is sought.
    However, failure to provide such notice will not relieve you from your liability or obligations
    under this Agreement, except to the extent you are materially prejudiced as a direct result of
    such failure. The Indemnitee will cooperate with you at your expense in connection with the
    defense and settlement of the Claim. You may not settle any indemnified Claim in a manner
    that adversely affects the Indemnitee without its prior written consent. Further, the
    Indemnitee may participate in the defense of the Claim through counsel of its own choosing
    at its own cost and expense. If you fail to promptly assume the defense and employ counsel
    reasonably satisfactory to Indemnitee, or the Indemnitee has been advised by counsel that
    there exist actual or potential conflicting interests between you or your counsel and such
    Indemnitee, the Indemnitee may employ separate counsel, in addition to local counsel, to
    represent or defend such Indemnitee in such action or proceeding, and you agree to pay the
    fees and disbursements of such separate counsel as incurred. To the extent indemnification
    requires the payment of monies owed, such indemnification will occur as soon as reasonably
    possible after the determination of monies owed, and payment to the Indemnitee will be
    made within 30 days of a final determination of monies owed. Your obligations under this
    Section are in addition to any rights that any Indemnitee may have at common law or
    otherwise.
  • “Claim” means each and every claim, request, accusation, allegation, assertion, complaint,
    petition, demand, suit, action, proceeding, and cause of action of every kind and description.
    “Indemnitee” means SafeKeeping, its affiliates, and its and their respective officers,
    directors, shareholders, managers, members, agents, employees, representatives,
    successors, and assigns. “Loss” means each and every liability, loss, damage, and injury
    (including injury or damage to any property right, and injury, damage, or death to any
    Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation,
    expenditure and disbursement of any kind or nature (including all fees, costs, and expenses
    of investigation, travel expenses, and value of time expended by personnel), settlement,
    fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorneys’
    fees) incident to any of the foregoing.

Release

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF THE SERVICES
FOR ANY REASON, YOU RELEASE SAFEKEEPING (AND ITS OFFICERS, DIRECTORS,
MANAGERS, MEMBERS, AGENTS, SUBSIDIARIES, REPRESENTATIVES, AND EMPLOYEES)
FROM ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY
KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED,
DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
SUCH DISPUTES.

Term

Unless otherwise terminated by SafeKeeping as provided for in this Agreement, this Agreement will
remain in effect for so long as SafeKeeping licenses the use of the Services to you.

Termination

You may terminate this Agreement with immediate effect at any time.

Without limiting other remedies, SafeKeeping may, in its sole discretion and without prior notice,
terminate your access to the Services for violations of this Agreement or other agreements or
guidelines, which may be associated with your use of the Services, or if SafeKeeping deems it
necessary in its sole discretion. SafeKeeping may also terminate your access to the Services upon
notification from a Medical Service Provider or from a Patient that your authorization to receive
Content concerning that Patient has expired or otherwise terminated or been revoked, or upon the
expiration of SafeKeeping's right to receive Content from the Medical Service Provider that provides
the Content you had been authorized to access, in which cases SafeKeeping will immediately and
without prior notice terminate your access to the Services.

Upon any termination, you must immediately cease accessing or using the Services and agree not
access or make use of, or attempt to use, the Services. Furthermore, you acknowledge that
SafeKeeping reserves the right to take action -- technical, legal or otherwise -- to block, nullify or
deny your ability to access the Services. You understand that SafeKeeping may exercise this right
in its sole discretion, and this right shall be in addition to and not in substitution for any other rights
and remedies available to SafeKeeping.

General Provisions

  • Entire Agreement. This Agreement, the Privacy Policy, and any other terms of use, or other
    guidelines (collectively, “Other Terms”) provided by SafeKeeping through or in connection
    with the Services contain the entire understanding of the parties with respect to the subject matter of this Agreement and supersede all previous verbal and written agreements between
    the parties concerning the subject matter of this Agreement. To the extent that any Other
    Terms conflict with any provision of this Agreement, this Agreement will control. The
    Services are the property of SafeKeeping. SafeKeeping reserves the right to change, add or
    remove portions of this Agreement or the Services at any time and at its sole discretion.
    Your continued use of the Services following the posting or delivery to you of any changes
    means that you accept and agree to such changes. Additional terms and conditions may
    exist between you and third parties, including but not limited to, Medical Service Providers
    and others. You represent and warrant that those third-party agreements do not interfere
    with your obligations and duties to SafeKeeping under these Terms of Use. You agree that
    no joint venture, partnership, employment, or agency relationship exists between you and
    SafeKeeping as a result of these Terms or use of the Services. You may not assign these
    Terms without the prior written consent of SafeKeeping in all instances. SafeKeeping may
    assign these Terms, in whole or in part, at any time.
  • Governing Law/Waiver of Trial by Jury. These Terms of Use and the relationship between
    you and SafeKeeping will be governed by the laws of the State of Indiana, notwithstanding
    the choice of law provisions of the venue where any action is brought, where the violation
    occurred, where you may be located or any other jurisdiction. You agree and consent to the
    exclusive jurisdiction of the state or federal courts located in or serving Hamilton County,
    Indiana and waive any defense of lack of personal jurisdiction or improper venue or forum
    non conveniensto a claim brought in such court, except that SafeKeeping may elect, in its
    sole discretion, to litigate the action in the county or state where any breach by you occurred
    or where you can be found. You agree that regardless of any statute or law to the contrary,
    any claim or cause of action arising out or related to your use of the Services or these Terms
    of Use shall be filed within one (1) year after such claim or cause of action arose or will
    forever be barred. If for any reason a court of competent jurisdiction finds any provision, or
    portion of any provision, to be unenforceable, the remainder of this Agreement will continue
    in full force and effect. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES
    EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY
    DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS
    AGREEMENT.
  • Class Action Waiver. WHERE PERMITTED BY APPLICABLE LAW YOU AND
    SAFEKEEPING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY
    IN YOUR OR SAFEKEEPING'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR
    CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. You
    further acknowledge and agree that no arbitrator or judge may consolidate more than one
    person’s claims or otherwise preside over any form of a representative or class proceeding.
    This Class Action Waiver section will survive any termination of this Agreement.
  • Notices. By use of the Services, you consent to receive electronic communications from
    SafeKeeping (via email or via a posting on the Site), and you agree that any such
    communications satisfy any legal requirement to make such communications in writing. You
    also agree that SafeKeeping may communicate any notices to you under these Terms of
    Use, through electronic mail, regular mail or posting the notices on the Services. All notices
    to SafeKeeping will be provided by either sending: (i) an email to
    inquiries@safekeeping.com; or (ii) a letter, first class certified mail, to SafeKeeping, 318
    Main Street, Evansville, IN 47708, Attn: User Services. Such notices will be deemed
    delivered upon the earlier of the verification of delivery or two (2) business days after being
    sent.
  • Severability. The provisions of this Agreement are severable. The invalidity, in whole or in
    part, of any provision of this Agreement will not affect the validity or enforceability of any
    other of its provisions. If one or more provisions of this Agreement are declared invalid or unenforceable, the remaining provisions will remain in full force and effect and will be
    construed in the broadest possible manner to effectuate the purposes of this Agreement.
    The parties further agree to replace such void or unenforceable provisions of this Agreement
    with valid and enforceable provisions that will achieve, to the extent possible, the economic,
    business, and other purposes of the void or unenforceable provisions.
  • Captions. The headings and captions of this Agreement are inserted for reference
    convenience and do not define, limit, or describe the scope or intent of this Agreement or
    any particular section, paragraph, or provision of this Agreement. Unless otherwise
    expressly provided, the words “include(s),” “included,” or “including” do not limit the
    preceding words or terms. Pronouns will refer to the masculine, feminine, neuter, singular, or
    plural as the context will require.
  • Waiver. The failure or delay of SafeKeeping to exercise or enforce any rights or provision of
    this Agreement does not constitute a waiver of such right or provision.
  • Survival. All provisions of these Terms of Use which by their nature should survive
    termination shall survive the termination of your access to the Services, including, without
    limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of
    liability.
  • You expressly acknowledge that you have read this Agreement and understand the rights,
    obligations, terms, and conditions set forth herein. By accepting a user account, and/or
    installing the SafeKeeping App, you expressly consent to be bound by its terms and
    conditions and grant SafeKeeping the rights set forth herein.