Software as a Service Agreement.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this agreement and, in such event, "you" and "your" as used in this agreement shall refer to such entity. If you do not have such authority, or if you do not agree to all the terms and conditions in this agreement, you must not accept these terms and may not register for or use the pareIT services.

A. Agreement definitions

"You" and "your" refers to the individual or entity that has registered for pareIT services via the pareIT website at https://www.pareIT.com. The pareIT software as a service ("SAAS") services consist of medical record review, document sorting and document summary, as well as any other services provided by pareIT. The term "pareIT System" refers to the information, documents, pages, forms, applications and other facilities of pareIT. The term "Users" shall mean those individuals authorized by you or on your behalf to use the Services. The term "Medical Records" refers to patient records provided by you to the pareIT System for use of the pareIT Services.

B. Applicability of agreement

This Agreement applies to any Registration for and any and all activities performed by pareIT in relation to any Service requested via the pareIT System.

C. Rights granted

Upon pareIT's approval of your registration and for the term of your registration you have the nonexclusive, non-assignable, royalty free, worldwide, limited right to use the pareIT System solely for the purposes intended by pareIT and subject to the terms of this Agreement. You may allow Your Users to use the pareIT System for this purpose and you are responsible for your Users' compliance with the terms of Agreement. Upon the termination of your account or the termination of any Services provided under this Agreement, your right to access or use the pareIT System or Services shall terminate.

D. Ownership and restrictions

You retain all ownership and control of any Medical Records submitted to pareIT via the System. pareIT shall retain all ownership, control and intellectual property rights in and to the pareIT System and all deliverables produced by or in connection with any Service provided under this Agreement.

You may not: remove or modify any markings or any notice of pareIT's proprietary rights; make the Services or deliverables available in any manner to any third party other than for the matter for which your Materials are submitted; modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the pareIT System or Services; access or use the System or Service in order to build or support products or services competitive to pareIT; access the pareIT Systems for any purpose not expressly permitted herein; share any access to the pareIT Systems with any other User; or copy, reproduce, distribute, republish, download, display, post or transmit in any form any portion of the pareIT System except as expressly authorized herein.

E. Warranties, disclaimers and exclusive remedies

pareIT warrants that the pareIT System will perform in all material respects in accordance with the description of Services identified therein. In the event that any Services provided to you and paid for as agreed are not performed as warranted, you must provide written notice to pareIT no later than five business days after the performance of such Services.

PAREIT DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED. PAREIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM COMMUNICATIONS FACILITY PROBLEMS. IN THE EVENT OF ANY BREACH OF THE ABOVE WARRANTIES, ANY LIABILITY OF PAREIT SHALL BE LIMITED TO A SERVICES FEE CREDIT IN THE MAXIMUM AMOUNT EQUIVALENT TO THE AMOUNT PAID BY YOU TO PAREIT FOR THE SPECIFIC APPLICABLE SERVICE FOR WHICH THE BREACH OCCURRED. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS.

F. Trial use of the services

From time to time, pareIT may offer certain services for trial purposes subject to the terms and conditions of the agreement. Your first case is free on every plan, with no credit card required, and includes the Full Medical Analysis and unlimited Ask Paige questions; the free first case is a trial under this section. Services acquired for trial purposes are provided "as is" and pareIT does not offer any warranties for such services.

G. Indemnification

You agree to defend and indemnify pareIT from and against any liability, damage, loss, or expense (including reasonable attorneys' fees) incurred by or imposed upon pareIT or its directors, officers, shareholders, partners or affiliates in connection with any claims, suits, actions, demands or judgments arising out of or related to the pareIT System or any Services provided to you under this Agreement. Indemnification does not apply to any liability, damage, loss, or expense to the extent directly attributable to the gross negligence or intentional misconduct of pareIT.

H. End of agreement

Services provided under this agreement shall be provided for the term of your Registration unless earlier terminated. If either party breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the Agreement. At your request, pareIT may permit you to access the services solely to the extent necessary to retrieve a file of your data. After your account ends, pareIT has no obligation to make your data available to you, and pareIT may retain or delete your data in accordance with the pareIT Privacy Policy, Section T and applicable law.

I. Fees and taxes

You agree to pay for all Services ordered via the pareIT System. All fees due under the Agreement are non-cancelable and the sums paid nonrefundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that pareIT must pay based on the Services you ordered, except for taxes based on pareIT's income. Any amounts invoiced hereunder are due and payable within 30 days of the date of the invoice.

J. Nondisclosure

By virtue of the Agreement, pareIT understands and agrees that the Medical Records provided by you to pareIT may be confidential. You warrant and assert that you have the right and authority to provide the Medical Records to pareIT for the purposes of obtaining the Services. pareIT shall not disclose the Medical Records to any third party other than as may be required by law such as a warrant, subpoena, national security letter or other similar device.

K. Entire agreement

You agree that this Agreement is the complete agreement for the Services ordered by you, and that this Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.

L. Limitation of liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE. PAREIT'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SAAS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO PAREIT FOR THE PARTICULAR APPLICABLE SERVICES DIRECTLY LEADING TO SUCH LIABILITY.

M. Other

1. pareIT is an independent contractor and no partnership, joint venture, or agency relationship exists between us.
2. You shall obtain at your sole expense any rights and consents from third parties necessary for pareIT to perform the Services.
3. This Agreement is governed by the substantive and procedural laws of the State of California and you and pareIT agree to submit to the exclusive jurisdiction of the courts in Los Angeles County, California.
4. In the event of any dispute with pareIT you will promptly send written notice to: pareIT, LLC, 2179 South 390 West, Heber City, UT 84032, Attention: Legal Department.
5. Neither party may assign this Agreement or its rights hereunder without the express written consent of the other party, except that pareIT may assign this Agreement to any subsidiary or in connection with the acquisition of all or substantially all of the assets of pareIT.
6. Except for actions for nonpayment or indemnity, no action arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.
7. pareIT shall not be responsible for failure or delay of performance if caused by: an act of war or God; electrical, internet, or telecommunication outage; government restrictions; or other event outside the reasonable control of pareIT.

N. Your data

In performing the services, pareIT will comply with the pareIT Privacy Policy. Your data includes the Medical Records that you provide to pareIT in connection with the procurement of Services. You agree to provide any notices and obtain any consents which may be necessary related to your use of the pareIT System. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.

O. Restrictions on use of the services

You agree not to use or permit use of the services for any purpose that may: (a) menace or harass any person or cause damage or injury to any person or property; (b) involve the publication of any material that is false, defamatory, harassing or obscene; (c) violate privacy rights or promote bigotry, racism, hatred or harm; (d) constitute an infringement of intellectual property or other proprietary rights; or (e) otherwise violate applicable laws, ordinances or regulations. pareIT reserves the right to remove or disable access to any material that violates the foregoing restrictions.

P. Statistical information

pareIT may compile statistical information related to the performance of the services and may make such information publicly available, provided that such information does not incorporate your data and/or identify your confidential information. pareIT retains all intellectual property rights in such information.

Q. Third party web sites, content, products and services

pareIT may enable you to access or upload links to Web sites and access to content, products and services of third parties. pareIT is not responsible for any third-party Web sites or third-party content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third-party content, products and services.

R. Customer reference

With your prior written consent, pareIT may identify you as a customer and use your name and logo in sales presentations, marketing materials, press releases and on pareIT.com. pareIT will not publish a quote or customer profile about you without your written approval of its content. You may withdraw your consent at any time by written notice.

S. Subscription renewal and cancellation

Subscription plans renew automatically each billing period and are charged to the payment method on file until you cancel or change your plan. Not using the Services does not cancel your subscription. You can cancel at any time in your account settings by deleting your account or switching to Pay-Per-Use. Cancellation takes effect at the end of the current billing period. Fees already charged are non-refundable, except where a charge resulted from a billing error on our part.

T. Failed and late payments

If a subscription payment fails, pareIT will notify you by email and retry the payment up to three times within 14 days, during which you keep full access to the Services. If any amount remains unpaid 30 days after the first failed payment, pareIT may place your account on hold: you may still log in, but you cannot access your case files, and no new invoices are issued until the past-due balance is paid. Paying the past-due balance lifts the hold, and billing resumes on the same plan. If the amount remains unpaid 90 days after the first failed payment, pareIT may cancel your subscription. Your data will be removed from your account 180 days after the first failed payment. Pay-per-case purchases are paid in advance and are not subject to this section.

U. Changes to this agreement

pareIT may update this Agreement from time to time. pareIT will post the updated Agreement on pareIT.com with a new version number, and will notify you by email or in the pareIT System before any material change takes effect. pareIT records which version of this Agreement you accepted and when. Your continued use of the Services after a change takes effect means you accept the updated Agreement.

V. Changes to prices and plans

pareIT may change its prices, its plans or the features included in a plan. pareIT will notify you by email or in the pareIT System at least 5 business days before a price increase, or a change that removes a feature from your current plan, takes effect. Price changes apply from your next billing period. If you do not agree to a change, you may cancel under Section S before it takes effect.