MEVIDENT PRACTITIONER USER AGREEMENT

Last Update: June 28, 2012

Mevident, Inc. (Mevident) owns and operates mevident.com, a wellness platform and website for use by Practitioners, Members and other Users. The terms and conditions below apply to your use of mevident.com, including, without limitation, all content, information, texts, images, audio, applications, tools, features, functions, database, and services (collectively, "Site") that are made available to you through mevident.com by Mevident and/or third parties.

THIS IS AN IMPORTANT DOCUMENT WHICH YOU MUST CONSIDER CAREFULLY WHEN CHOOSING WHETHER TO ACCESS OR USE THE SITE AT ANY TIME. THIS AGREEMENT ALSO HIGHLIGHTS YOUR PROFESSIONAL RESPONSIBILITIES WHEN USING THE SITE. BY ACCESSING OR USING SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE SITE.

MEVIDENT MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE WHEN THE SITE IS NEXT USED BY YOU. YOU AGREE TO REVIEW THIS AGREEMENT TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

TERMS AND CONDITIONS:

SECTION1. DEFINITIONS.

"Aggregate Data" means a set or compilation of data collected by Mevident from a group of Users that does not include any individual personally identifiable information.

"Application" means a form on the Site on which Practitioners need to fill in their personal, professional and business information and submit in order to be considered for a Provider Agreement and to be a Mevident Practitioner.

"Assessment Survey" means a wellness questionnaire form on the Site for Members to complete.

"Assessment Survey Information" means data recorded from completed Assessment Survey including User responses and information presented on result pages.

"Client" means an individual who is obtaining Wellness Services from Practitioners and who may or may not be a User.

"Client User" means a Client who is obtaining Wellness Services from a Practitioner User of the Site and who has a Member Account on the Site.

"Member" means an individual who has a Member specific personal account on the Site that is protected by the personal login information.

"Member Account" means a personal account a Member can obtain on the Site that is protected by personal login information and offers specific features and functions to Members.

"Member User Agreement" means contract between Member and Mevident, Inc. posted on the Site.

"Mevident Practitioner Network Eligibility Criteria" means a list of criteria published by Mevident, Inc. on the Site that specifies the training, licenses, certifications and education each type of practitioner has to hold in order to be a Mevident Practitioner.

"Note/Survey Sharing" means a function which Client Users use in sharing their Wellness Note or Assessment Survey with their selected Practitioner Users.

"Personal Information" means all information concerning a User on the Site include Protected Health Information.

"Practitioner" means a professional who practices certain modalities of Wellness Services and holds a Provider Agreement with Mevident.

"Practitioner Client Relationship" means a formal professional relationship a Practitioner has with his/her Client.

"Practitioner Directory" means a directory on the Site that lists Practitioners who have been accepted by Mevident and chose to publish their profiles on the directory. The directory is accessible and searchable by any Site Visitor.

"Practitioner User" means a Practitioner who has a Practitioner specific account on the Site that is protected by the personal login information.

"Practitioner User Account" means a personal account a Practitioner can obtain on the Site that is protected by personal login information and offers specific features and functions to Practitioners.

"Privacy Policy" means Mevident's Privacy Policy that is published on the Site.

"Protected Health Information" has the meaning given it in under federal and state laws, and includes all individually identifiable health information concerning Users on the Site.

"Provider Agreement" contract between Practitioner and Mevident to provide Wellness Services resulting from completion of the Application process on this Site, acceptance by Mevident and other procedures deemed appropriate by Mevident.

"Site Visitor" means any individual who visits the Site, and who may or may not be a User.

"User" means any individual, either a Member or Practitioner, who has a personal account on the Site that is protected by the personal login information.

"User Content" means any information, including health information data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials, posted, created or transmitted by a User.

"Wellness Note" means a session summary form on the Site which Practitioners use in order to communicate with their Client Users as a follow up to Wellness Services they have delivered.

"Wellness Record" means User Content related to any Member created through Wellness Note, Assessment Survey and Note/Survey Sharing functions.

"Wellness Services" those services set forth in the Mevident Provider Agreement that Practitioner provides as appropriate under the agreement.

SECTION 2. MEMBER USER AGREEMENT; PRIVACY POLICY.

2.1 Practitioner Users may access Member features in addition to Practitioner features, by registering for their Member Accounts. By using the Site, you acknowledge and consent to the Mevident Member User Agreement posted Site and incorporated herein by reference.

2.2 Your use of the Site is subject to Mevident's Privacy Policy posted on the Site. By using the Site, you acknowledge and consent to Mevident's Privacy Policy.

SECTION 3. APPLICATION; ELIGIBILITY; IDENTITY AUTHENTICATION.

3.1 To become a Practitioner User on the Site, Practitioner must apply through the Application process on this site and execute a Provider Agreement when requested by Mevident. Mevident has the full right to decide to accept or deny the application. Only when the Application is accepted and the Provider Agreement is executed when required, is your Practitioner User Account created and you will receive your personal login information by email to access the account.

3.2 In applying to obtain a Practitioner User Account on the Site, you warrant that all information submitted is truthful and accurate. You further warrant that any changes to this information shall be reported within 15 days of the change and in the case of a licensure revocation, expiration, adverse action or other change immediate notice is required. You verify that either you are a Wellness Service provider, or are employed by or on staff with a Wellness Service provider contracted with Mevident ("Contracted Provider"). If you are employed by, contracted by or on staff with a Contracted Provider, you verify that you are authorized by that Practitioner to act on his, her, or its behalf.

3.3 You also warrant that in Providing Wellness Services to your Clients, whether or not the Site plays any role in establishing your Practitioner Client Relationships or not, you are following all the relevant ethical code of conducts, laws and regulations, practicing services only within the boundaries that are allowed under your licenses, certificates and guidelines set by the relevant professional boards and associations, and excluding ethically prohibited services.

3.4 You also warrant that you are complying with all privacy and security procedures required by federal and state law, including but not limited to, obtaining information disclosure consents from Clients, providing privacy agreements to Clients, and keeping all your Clients' records safe and secure.

3.5 You also warrant that you are maintaining professional liability insurance.

3.6 You authorize Mevident, directly or through third parties, to make any inquiries we consider necessary to validate your identity. These may include contacting appropriate licensing boards or educational institutions to validate your professional credential information you provide in obtaining your Provider Agreement and Practitioner User Account.

SECTION 4. USE OF THE SITE; OBLIGATIONS.

4.1 You may publish your personal, professional and business information on the Practitioner Directory. In doing so, you warrant that you will keep your personal, professional and business information updated, truthful, accurate and complete. You expressly agree that Mevident has no responsibility for or control over your information you provide on the Practitioner Directory or how Site Visitors may use your information you provide. You are solely responsible for any consequences of publishing your information on the Practitioner Directory.

4.2 As a result of publishing your information on the Practitioner Directory, you may be approached by any Site Visitor or individuals with whom Site Visitors may share your information. You warrant that you follow all the relevant rules, laws, regulations and codes of conduct in your interactions with any individual who approaches you. You expressly agree that Mevident has no responsibility for or control over who may approach you or how you may respond to them. You are solely responsible for any consequences of any online and offline interaction you may make that may arise from your activity on the Site.

4.3 You are permitted to interact, correspond with and receive information from Members through features and functions on the Site. If you choose to have any interaction with Members on the Site or retrieve Member information, you agree to do solely for the purpose of providing Wellness Service or other lawful purpose, in compliance with all applicable rules, laws, regulations and codes of conduct and within the boundaries that are allowed under your licenses, certificates and guidelines set by the relevant professional boards and associations. You expressly agree that Mevident has no responsibility for or control over any interaction you may have with any Member and you are solely responsible for the consequences of interacting with Members on the Site.

4.4 You are not permitted to use this site to advice, diagnose or treat users remotely. You assume full risk and responsibility for the use of information and functions you obtain from or through this Site, and you agree that Mevident, Inc. is not responsible or liable for any claim, loss or liability arising from the use of the information and functions.

4.5 You agree to review the definitions, functionality, and limitations of the system, and to make an independent determination of their suitability for your use. Mevident's Site shall be used for the purpose of enhancing your face-to-face Wellness Services to your Client Users and you agree that Mevident shall not substitute any part of your face-to-face Wellness Services. You are solely responsible for ensuring the use of independent professional judgment in making decisions and providing Wellness Services that arise from use of this Site.

4.6 You agree that Mevident Wellness Record is not a substitute for an electronic medical/health record and you will not use Mevident as your electronic medical/health record. You acknowledge that entering personal health information into the Wellness Record requires written authorization, as required by HIPAA, from the Client. Such authorization shall be obtained by you prior to entering anything into the Wellness Record.

4.7 If permitted by law, regulation and professional ethics codes, you may send a message to your Client through the Site inviting them to obtain a Member Account and become your Client User. You agree only to invite individuals for whom you have already established Practitioner Client Relationship.

4.8 You may receive a request from any Member to start Practitioner Client Relationship. You acknowledge that accepting the request does not establish a formal Practitioner Client Relationship. You acknowledge that you are solely responsible in taking actions to formalize your Practitioner Client Relationship with the Member including, but not limited to, scheduling a face-to-face meeting and executing relevant legal documents, according to all applicable rules, laws, regulations and codes of conduct.

4.9 You are permitted to create Wellness Notes for your Client Users on the Site. You agree to obtain consent in advance that your Client User wishes to receive Wellness Note from you on the Site. You also agree to confirm the authenticity of Member Account your Client User has on the Site before you post any Wellness Note of the Client User. You also agree that you use Wellness Note function only for Client Users with whom you have established Practitioner Client Relationship.

4.10 By accessing and using this Site you agree to maintain best practices with respect to the physical and technical security of your terminals, website portals, computer systems, user identification, password, and other private or confidential information relating to your use of Site including compliance with all applicable state and federal laws and Mevident's Privacy Policy which is incorporated by reference as if set forth fully herein. If you provide Personal Information through the Wellness Note function, you agree to provide Personal Information through Wellness Note function with your Client Users according to all applicable rules, laws, regulations and codes of conduct. You agree not to provide Personal Information that violates any state and/or federal laws. This includes but is not limited to positive HIV test result in certain jurisdictions. You are solely responsible for consequences of Personal Information you provide through Wellness Note.

4.11 You consent that your Client User owns his/her Wellness Records including Wellness Note you create for the Client User. You consent that once you submit your Wellness Note to Client User, you are not able to delete it. You acknowledge that your Client Users are allowed to share their Wellness Note with any Practitioner of their choice.

4.12 You will not post, or otherwise distribute or facilitate distribution of any User Content-including text, communications, images, data, or other information-that:

Could be harmful to Users;

Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), uses vulgar language in the creation of a username, or otherwise violates Mevident's Terms or policies or these Terms;

Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

Interferes with or disrupts the Site or servers or networks connected to the Site, or disobeys any requirements, procedures, policies or regulations of networks connected to the Site;

"Stalks" or otherwise harasses another; or,

Impersonates any person or entity, including any User or any employee or representative of Mevident.

4.13 You also agree that you will not harvest or collect information about the Users or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications. You agree that you will not interfere any User's use of the Site.

SECTION 5. MEVIDENT'S SITE PURPOSE; RIGHTS; OBLIGATIONS

5.1 THIS SITE IS PRESENTED BY MEVIDENT FOR THE SOLE PURPOSE OF ASSISTING WITH THE PROVISIONS OF WELLNESS SERVICES. IT IS NOT INTENDED, AND MUST NOT BE TAKEN, TO BE A RECOMMENDATION WITH RESPECT TO THE PROVISION OR PRACTICE OF MEDICINE, WELLNESS MODALITIES OR OTHER PROFESSIONAL HEALTH CARE ADVICE OR SERVICES IN ANY JURISDICTION. FURTHER, ANY INTERACTION THROUGH SITE IS NOT MEANT TO INTERFERE WITH OR SUPPLANT THE TRADITIONAL FACE-TO-FACE PROVIDER RELATIONSHIP.

5.2 Mevident generally does not pre-screen, monitor, edit or remove User Content. Mevident and its agents, however, have the right (but not the obligation) at their sole discretion to pre-screen and monitor any User Content that, in Mevident's judgment, does not comply with these terms or is otherwise harmful, objectionable, or inaccurate and report such User Content to any appropriate authorities. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.

5.3 Mevident has no obligation to monitor or mediate any disputes between you and any User.

5.4 You acknowledge, consent and agree that Mevident may modify this Site or to change or discontinue any part of the Site without notice to you. If you object to any change to the Site, your sole recourse will be to discontinue using the Site.

5.5 Mevident reserves the right to use Aggregate Data for any lawful purpose, but in no event shall Mevident use such data in a manner that identifies a User.

5.6 Mevident safeguards the privacy and security of personal information, including health information as required by state and federal laws including HIPAA, as amended. Mevident will report any unauthorized use, unauthorized disclosure or security incident regarding a Client's health information as required of a Business Associate under HIPAA or a business associate agreement.

SECTION 6. OWNERSHIP OF INTELLECTUAL PROPERTY.

6.1 Mevident and its content suppliers own all copyright and other proprietary rights in the Site and any customization and all other extensions and Enhancements created pursuant to this Agreement or otherwise. As such, Mevident assigns no copyrights to any User. As between the parties, all rights, title and interest in and to the Site, including all updates, upgrades, bug fixes, modifications, enhancements and new versions of the Site and all worldwide intellectual property rights that are embodied in, related to, or represented by the Site are, and at all times will be, the sole and exclusive property of Mevident or its licensors, as the case may be.

6.2 All rights not expressly granted in this Agreement are reserved to Mevident.

SECTION 7. THIRD-PARTY SERVICES.

7.1 The Site may have links to third-party Web sites or locations, including Practitioners' business Web sites. Our provision of such a link does not signify an endorsement by Mevident of the third party's Web site or the services offered by such third-party. Mevident has no control over, does not review, and cannot be responsible for these outside Web sites or their content.

7.2 Your use of a third-party Web site will be subject to such third-party's terms of use and privacy policy. Should you decide to use the services, any transaction between you and such third-party (including any agreement governing such transaction) will strictly be between you and the third-party. Mevident has no control over the performance of their services, and Mevident makes no representations or warranties with respect to the performance of their services. YOU AGREE THAT MEVIDENT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH TRANSACTION WITH A THIRD-PARTY.

SECTION 8. TERMS AND TERMINATION.

8.1 Your right to access and use the Site immediately terminates without further notice upon your breach of this Agreement.

8.2 Mevident may terminate this Agreement and your right to access and use the Site or any part thereof, at any time, with or without cause.

8.3 You may terminate this Agreement by providing Mevident with written notice of your termination and ceasing to use or access the Site.

8.4 Your access to your Practitioner User Account will be terminated as soon as this Agreement is terminated.

8.5 At termination of this Agreement, by receiving a written request within thirty (30) days of the termination date from you, we will provide you with a copy of Your Personal Information in an electronic form that is accessible through commercially available hardware and software. You may have to purchase such hardware and software from third parties in order to access your data, and you may have to configure your systems in order to use your data in your practice.

8.6 You acknowledge that Wellness Record of Your Client User is owned by your Client User. Hence, the termination of your Practitioner User Account does not terminate your Client User's access to Wellness Record you have created. Your Client Users will maintain their access to such Wellness Record. Security obligations shall survive under the termination of this Agreement.

8.7 You acknowledge that all of the provisions relating to ownership of the Wellness Record, proprietary rights, confidentiality, privacy, security, publicity, disclaimer of warranty and limitation of liability shall survive the expiration or sooner termination of this Agreement.

SECTION 9. REPRESENTATIONS; WARRANTIES; AND DISCLAIMERS.

9.1 Each Party hereby represents and warrants that it has full power and authority to enter into this Agreement.

9.2 You will be entirely responsible for any representation or warranties you make on any matter to any User on the Site or off the Site.

9.3 You are aware of all legal, regulatory and ethical requirements that govern any of your activity as a Practitioner on the Site or off the Site.

9.4 THE SITE IS PROVIDED "AS IS." MEVIDENT DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT THE SITE, ANY DOCUMENTATION, ANY ADDITIONAL WORK, OR ANY COMPONENT OF ANY OF THE FOREGOING, WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY ANY OF MEVIDENT'S SUPPLIERS OR AGENTS.

9.5 YOU ACKNOWLEDGE AND AGREE THAT MEVIDENT IS NOT RESPONSIBLE FOR THE RESULTS OF ANY USER DECISION RESULTING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY USER CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL WELLNESS CARE, OR ANY USER CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE INFORMATION OBTAINED FROM THE SITE, INCLUDING BUT NOT LIMITED TO, USER CONTENT.

9.6 You acknowledge that Mevident does not guarantee the accuracy, timeliness or completeness of the information obtained from the Site, or warrant any results from using the Site. Mevident is under no obligation to update the information.

SECTION 10. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WHATSOEVER WILL MEVIDENT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE, OR RELIANCE ON THE CONTENT, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY MEVIDENT, ANY USER OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PRACTITIONER'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING SITE.

SECTION 11. MISCELLANEOUS.

11.1 SITE IS NOT TARGETED TO USERS IN ANY PARTICULAR LOCALITY, NOR IS IT INTENDED TO CONSTITUTE THE DOING OF BUSINESS IN ANY JURISDICTION, NOR TO BE A SOLICITATION OF BUSINESS ANYWHERE.

These Terms and Conditions constitute the entire agreement between you and Mevident with respect to your use of the Site. If any part of these Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining parts will remain in full force and effect. You acknowledge that, in providing you access to and use of the Site. Mevident has relied on your agreement to be legally bound by these Terms and Conditions. It may be modified by Mevident as set forth above.

MEVIDENT MEMBER USER AGREEMENT

Last Update: June 30, 2012

Mevident, Inc. ("Mevident") owns and operates mevident.com, a wellness platform and website for use by Practitioners, Members and other Users. The terms and conditions below apply to your use of mevident.com, including, without limitation, all content, information, texts, images, audio, applications, tools, features, functions, database, and services (collectively, "Site") that are made available to you through mevident.com by Mevident and/or third parties.

THIS SITE IS NOT FOR AN EMERGENCY OR MEDICAL SERVICES. IF YOU THINK YOU HAVE AN EMERGENCY, CALL YOUR TREATING PHYSICIAN OR DIAL 911 IMMEDIATELY.

THIS IS AN IMPORTANT DOCUMENT WHICH YOU MUST CONSIDER CAREFULLY WHEN CHOOSING WHETHER TO ACCESS OR USE THE SITE AT ANY TIME. THIS AGREEMENT ALSO HIGHLIGHTS YOUR RESPONSIBILITIES WHEN USING THE SITE. BY ACCESSING OR USING SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE SITE.

MEVIDENT MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE WHEN THE SITE IS NEXT USED BY YOU. YOU AGREE TO REVIEW THIS AGREEMENT TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

TERMS AND CONDITIONS:

SECTION 1. DEFINITIONS.

"Aggregate Data" means a set or compilation of data collected by Mevident from a group of Users that does not include any individual personally identifiable information.

"Application" means a form on the Site on which Practitioners need to fill in their personal, professional and business information and submit in order to be considered for a Provider Agreement and to be a Mevident Practitioner.

"Assessment Survey" means a wellness questionnaire form on the Site for Members to complete.

"Assessment Survey Information" means data recorded from completed Assessment Survey including User responses and information presented on result pages.

"Client" means an individual who is obtaining Wellness Services from Practitioners and who may or may not be a User.

"Client User" means a Client who is obtaining Wellness Services from a Practitioner User of the Site and who has a Member Account on the Site.

"Member" means an individual who has a Member specific personal account on the Site that is protected by the personal login information.

"Member Account" means a personal account a Member can obtain on the Site that is protected by personal login information and offers specific features and functions to Members.

"Member User Agreement" means contract between Member and Mevident, Inc. posted on the Site.

"Mevident Practitioner Network Eligibility Criteria" means a list of criteria published by Mevident, Inc. on the Site that specifies the training, licenses, certifications and education each type of practitioner has to hold in order to be a Mevident Practitioner.

"Note/Survey Sharing" means a function which Client Users use in sharing their Wellness Note or Assessment Survey with their selected Practitioner Users.

"Personal Information" means all information concerning a User on the Site include Protected Health Information.

"Practitioner" means a professional who practices certain modalities of Wellness Services and holds a Provider Agreement with Mevident.

"Practitioner Client Relationship" means a formal professional relationship a Practitioner has with his/her Client.

"Practitioner Directory" means a directory on the Site that lists Practitioners who hold Provider Agreements and chose to publish their profiles on the directory. The directory is accessible and searchable by any Site Visitor.

"Practitioner User" means a Practitioner who has a Practitioner specific account on the Site that is protected by the personal login information.

"Practitioner User Account" means a personal account a Practitioner can obtain on the Site that is protected by personal login information and offers specific features and functions to Practitioners.

"Privacy Policy" means Mevident's Privacy Policy that is published on the Site.

"Protected Health Information" has the meaning given it in under federal and state laws, and includes all individually identifiable health information concerning Users on the Site.

"Provider Agreement" contract between Practitioner and Mevident to provide Wellness Services resulting from completion of the Application process on this Site, acceptance by Mevident and other procedures deemed appropriate by Mevident.

"Site Visitor" means any individual who visits the Site, and who may or may not be a User.

"User" means any individual, either a Member or Practitioner, who has a personal account on the Site that is protected by the personal login information.

"User Content" means any information, including health information data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials, posted, created or transmitted by a User.

"Web Member Account" means an account available to a Member who is no longer employed with Mevident's contract holder but is permitted access to Member's own Wellness Record and private messaging on Site.

"Wellness Note" means a session summary form on the Site which Practitioners use in order to communicate with their Client Users as a follow up to Wellness Services they have delivered.

"Wellness Record" means User Content related to any Member created through Wellness Note, Assessment Survey and Note/Survey Sharing functions.

"Wellness Services" means those services set forth in the Mevident Provider Agreement that Practitioner provides as appropriate under the agreement.

SECTION 2. PRIVACY POLICY.

2.1 Your use of the Site is subject to Mevident's Privacy Policy posted on the Site. By using the Site, you acknowledge and consent to Mevident's Privacy Policy.

SECTION 3. REGISTRATION; ELIGIBILITY; IDENTITY AUTHENTICATION.

3.1 To become a Member User on the Site, you or your employer must apply through the registration process on this Site. Mevident has the full right to decide to accept or deny the application. Your User Account will be created and you will receive your personal login information by email to access the account.

3.2 In registering for a Member User Account on the Site and completing the Assessment Survey, you warrant that all information submitted is truthful and accurate. You will notify us of any change in your employment status which transfers your account from an employee member account to a Web Member Account.

3.3 Mevident protects the integrity, privacy and security of Personal Information, including health information, submitted on this Site. You authorize Mevident, directly or through third parties, to make any inquiries we consider necessary to validate your identity.

SECTION 4. USE OF THE SITE; OBLIGATIONS.

4.1 You may access information on the Practitioner Directory including personal, professional and business information of Practitioner Users. You are not allowed to use this information for any commercial purpose. You agree to refrain from making unreasonable contacts and requests of Practitioners.

4.2 You may be permitted to interact, correspond, receive and share Personal Information with Practitioner Users on the Site through functions, including not limited to, Wellness Note, Assessment Survey and Note/Survey Sharing. If you choose to have any interaction with Practitioner Users, you agree to do solely for lawful purposes at your own risk. You expressly agree that Mevident has no responsibility for or control over any interaction you may have with any Practitioner User and you are solely responsible for the consequences of interacting with Practitioner Users on the Site.

4.3 You may send a request to Practitioners through the Site requesting them to connect on Mevident. You acknowledge that you are giving them permission to access, create and receive your Personal Information by sending this request. You are solely responsible for the consequences of connecting with any Practitioner on the Site.

4.4 Practitioners are not permitted to use this Site to advise, diagnose or treat users remotely. There must be a face-to-face appointment. If you choose to contact a Practitioner on the Site, you agree to do solely for the purpose of inquiring about face-to-face Wellness Services or other lawful purpose, in compliance with all applicable rules, laws, and regulations. You expressly agree that Mevident has no responsibility for or control over any interaction you may have with a Practitioner and you are solely responsible for the consequences of interacting with Practitioner on the Site. You assume full risk and responsibility for the use of information and functions you obtain from or through this Site, and you agree that Mevident, Inc. is not responsible or liable for any claim, loss or liability arising from the use of the information and functions.

4.5 Your selected Practitioner Users will create Wellness Notes for you as their Client User. You agree Mevident has no responsibility for or control over any assessment or recommendation Practitioner Users may make in their Wellness Note and you are solely responsible for the consequences of your accepting, interpreting, ignoring or rejecting the information from them. If you or your Practitioner input Personal Information, including your health information through the Wellness Note function, such information will only be entered by Practitioner with your written corset as required by federal and state laws. You are solely responsible for consequences of Personal Information you or your Practitioner provides through Wellness Note.

4.6 You agree to review the definitions, functionality, and limitations of the system, and to make an independent determination of their suitability for your use. Mevident's Site shall be used for the purpose of enhancing face-to-face Wellness Services with your Practitioner and you agree that Mevident's Site shall not substitute any part of your face-to-face Wellness Services. Your Practitioner is solely responsible for ensuring the use of independent professional judgment in making decisions and providing Wellness Services that arise from use of this Site.

4.7 You agree that Mevident's Wellness Record is not a substitute for an electronic medical/health record and you will not use this Site as your electronic medical/health record or personal health record. You understand that you may have access to and an accounting of the information in your Wellness Records including the Wellness Note. You may request an amendment to the Wellness Note through your Practitioner. You may share your Wellness Note with any Practitioner User.

4.8 You may access the Assessment Survey and the results the Site generates based on your input. You expressly agree that you are solely responsible for the consequences of your interpreting, accepting, denying or acting on the results of the Assessment Survey.

4.9 You may share your Wellness Record with Practitioner Users of your choice through Note/Survey Sharing function. You expressly agree that Mevident has no responsibility for or control over the way the receiving Practitioner Users may use or disclose your Wellness Record that may contain Personal Information. You are solely responsible for all consequences of your sharing Wellness Record with any Practitioner User on the Site.

4.10 By accessing and using this Site you agree to maintain best practices with respect to the physical and technical security of your terminals, website portals, computer systems, user identification, password, and other private or confidential information relating to your use of Site including compliance with all applicable state and federal law and Mevident's Privacy Policy which is incorporated by reference as if set forth fully herein.

4.11 You will not post, or otherwise distribute or facilitate distribution of any User Content-including text, communications, images, data, or other information-that: Could be harmful to Users;

Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), uses vulgar language in the creation of a username, or otherwise violates Mevident's Terms or policies or these Terms;

Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

Interferes with or disrupts the Site or servers or networks connected to the Site, or disobeys any requirements, procedures, policies or regulations of networks connected to the Site;

"Stalks" or otherwise harasses another; or,

Impersonates any person or entity, including any User or any employee or representative of Mevident.

4.12 You also agree that you will not harvest or collect information about the Users or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications. You agree that you will not interfere with any User's use of the Site.

4.13 You understand that the technical processing and transmission of the Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

SECTION 5. MEVIDENT'S SITE PURPOSE; RIGHTS; OBLIGATIONS

5.1 THIS SITE IS PRESENTED BY MEVIDENT FOR THE SOLE PURPOSE OF ASSISTING WITH THE PROVISIONS OF WELLNESS SERVICES. IT IS NOT INTENDED, AND MUST NOT BE TAKEN, TO BE A RECOMMENDATION WITH RESPECT TO THE PROVISION OR PRACTICE OF MEDICINE, WELLNESS MODALITIES OR OTHER PROFESSIONAL HEALTH CARE ADVICE OR SERVICES IN ANY JURISDICTION. FURTHER, ANY INTERACTION THROUGH SITE IS NOT MEANT TO INTERFERE WITH OR SUPPLANT THE TRADITIONAL FACE-TO-FACE PROVIDER RELATIONSHIP.

5.2 Mevident generally does not pre-screen, monitor, edit or remove User Content. Mevident and its agents, however, have the right (but not the obligation) at their sole discretion to pre-screen and monitor any User Content that, in Mevident's judgment, does not comply with these terms or is otherwise harmful, objectionable, or inaccurate and report such User Content to any appropriate authorities. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.

5.3 All information provided by Mevident on the Site, including Assessment Survey Information and insurance information, is of a general nature and is furnished for educational purposes only. No information contained on the Site or in any communication sent to you from Mevident is to be taken as medical or other health advice pertaining to any individual's specific health or medical condition. You are solely responsible for understanding your insurance coverage, if any, and are responsible for payment to the Wellness Provider.

5.4 Mevident disclaims any implied guarantee regarding the accuracy, completeness, timeliness, or relevance of any information on the Site.

5.5 Mevident does not endorse any practice, any services or any professional activities provided by any of Practitioner User published on the Practitioner Directory to be appropriate, suitable or effective for your specific needs. You should make an independent judgment about the credentials and competence of Practitioners listed on this Site and potential effect of their wellness services on your specific situation as you would with any professional service.

5.6 Mevident does not endorse any medical, psychiatric, wellness or psychological advice, opinion, diagnosis, prescription or treatment or other professional services that Practitioner Users may communicate with you using the Site. You are solely responsible for making an independent judgment about any communication you may receive from any Practitioner User on the Site. You are solely responsible for any consequence of practicing any recommendation from any Practitioner User.

5.7 Mevident is not engaged in rendering wellness, medical, psychiatric, or psychological advice, opinion, diagnosis, prescription, or treatment or other professional services. Mevident does not practice medicine. This Site shall not be used to obtain any primary or secondary medical opinion. This Site shall not be used to obtain any remote medical advice or services.

5.8 Mevident has no obligation to monitor or mediate any disputes between you and any User.

5.9 You acknowledge, consent and agree that Mevident may modify this Site or to change or discontinue any part of the Site without notice to you. If you object to any change to the Site, your sole recourse will be to discontinue using the Site.

5.10 Mevident reserves the right to use Aggregate Data for any lawful purpose, but in no event shall Mevident use such data in a manner that identifies a User.

5.11 Mevident safeguards the privacy and security of Personal Information, including health information as required by state and federal laws including HIPAA, as amended. Mevident will report any unauthorized use, unauthorized disclosure or security incident regarding health information as required of a Business Associate under HIPAA or a business associate agreement.

SECTION 6. OWNERSHIP OF INTELLECTUAL PROPERTY.

6.1 Mevident and its content suppliers own all copyright and other proprietary rights in the Site and any customization and all other extensions and Enhancements created pursuant to this Agreement or otherwise. As such, Mevident assigns no copyrights to any User. As between the parties, all rights, title and interest in and to the Site, including all updates, upgrades, bug fixes, modifications, enhancements and new versions of the Site and all worldwide intellectual property rights that are embodied in, related to, or represented by the Site are, and at all times will be, the sole and exclusive property of Mevident or its licensors, as the case may be.

6.2 All rights not expressly granted in this Agreement are reserved to Mevident.

SECTION 7. THIRD-PARTY SERVICES.

7.1 The Site may have links to third-party Web sites or locations, including Practitioners' business Web sites. Our provision of such a link does not signify an endorsement by Mevident of the third party's Web site or the services offered by such third-party. Mevident has no control over, does not review, and cannot be responsible for these outside Web sites or their content.

7.2 Your use of a third-party Web site will be subject to such third-party's terms of use and privacy policy. Should you decide to use the services, any transaction between you and such third-party (including any agreement governing such transaction) will strictly be between you and the third-party. Mevident has no control over the performance of their services, and Mevident makes no representations or warranties with respect to the performance of their services. YOU AGREE THAT MEVIDENT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH TRANSACTION WITH A THIRD-PARTY.

SECTION 8. TERMS AND TERMINATION.

8.1 Your right to access and use the Site immediately terminates without further notice upon your breach of this Agreement.

8.2 Mevident may terminate this Agreement and your right to access and use the Site or any part thereof, at any time, with or without cause.

8.3 You may terminate this Agreement by providing Mevident with written notice of your termination and ceasing to use or access the Site.

8.4 Your access to your Member User Account will be terminated as soon as this Agreement is terminated.

8.5 At termination of this Agreement, by receiving a written request within thirty (30) days of the termination date from you, we will provide you with a copy of your Personal Information in an electronic form that is accessible through commercially available hardware and software. You may have to purchase such hardware and software from third parties in order to access your data, and you may have to configure your systems in order to use your data in your practice.

8.6 You acknowledge that all of the provisions relating to, proprietary rights, confidentiality, privacy, security, and disclaimer of warranty and limitation of liability shall survive the expiration or sooner termination of this Agreement.

Section 9. REPRESENTATIONS; WARRANTIES; AND DISCLAIMERS.

9.1 Each Party hereby represents and warrants that it has full power and authority to enter into this Agreement.

9.2 You will be entirely responsible for any representation or warranties you make on any matter to any User on the Site or off the Site.

9.3 You are aware of all legal, regulatory and ethical requirements that govern any of your activity as a Member on the Site or off the Site.

9.4 THE SITE IS PROVIDED "AS IS." MEVIDENT DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT THE SITE, ANY DOCUMENTATION, ANY ADDITIONAL WORK, OR ANY COMPONENT OF ANY OF THE FOREGOING, WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY ANY OF MEVIDENT'S SUPPLIERS OR AGENTS.

9.5 YOU ACKNOWLEDGE AND AGREE THAT MEVIDENT IS NOT RESPONSIBLE FOR THE RESULTS OF ANY DECISION RESULTING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL WELLNESS CARE, BASED ON THE INFORMATION OBTAINED FROM THE SITE, INCLUDING BUT NOT LIMITED TO, USER CONTENT.

9.6 You acknowledge that Mevident does not guarantee the accuracy, timeliness or completeness of the information obtained from the Site, or warrant any results from using the Site. Mevident is under no obligation to update the information.

SECTION 10. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WHATSOEVER WILL MEVIDENT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE, OR RELIANCE ON THE CONTENT, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY MEVIDENT, ANY USER OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A MEMBERS'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING SITE.

SECTION 11. MISCELLANEOUS.

11.1 SITE IS NOT TARGETED TO USERS IN ANY PARTICULAR LOCALITY, NOR IS IT INTENDED TO CONSTITUTE THE DOING OF BUSINESS IN ANY JURISDICTION, NOR TO BE A SOLICITATION OF BUSINESS ANYWHERE.

These Terms and Conditions constitute the entire agreement between you and Mevident with respect to your use of the Site. If any part of these Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining parts will remain in full force and effect. You acknowledge that, in providing you access to and use of the Site. Mevident has relied on your agreement to be legally bound by these Terms and Conditions. It may be modified by Mevident as set forth above.

Mevident Employer User Agreement

Last Update: June 28, 2012

Mevident, Inc. (Mevident) owns and operates mevident.com, a wellness platform and website for use by Practitioners, Members and other Users. The terms and conditions below apply to your use of mevident.com, including, without limitation, all content, information, texts, images, audio, applications, tools, features, functions, database, and services (collectively, "Site") that are made available to you through mevident.com by Mevident and/or third parties.

THIS IS AN IMPORTANT DOCUMENT WHICH YOU MUST CONSIDER CAREFULLY WHEN CHOOSING WHETHER TO ACCESS OR USE THE SITE AT ANY TIME. THIS AGREEMENT ALSO HIGHLIGHTS YOUR RESPONSIBILITIES WHEN USING THE SITE. BY ACCESSING OR USING SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE SITE.

MEVIDENT MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE WHEN THE SITE IS NEXT USED BY YOU. YOU AGREE TO REVIEW THIS AGREEMENT TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. You verify that either you are employed by or contracted by an employer contracted with Mevident ("Client"). If you are employed by or on staff with a Client, you verify that you are authorized by that Client to act on his, her, or its behalf.

2. Mevident shall provide Client with a confidential authentication and password security solution for the purpose of accessing and using mevident.com. Client shall notify Mevident of contract terminations, or employee terminations, suspensions or any actions taken such that revocation of mevident.com privileges for that employee or contractor is required within five (5) days of the action.

3. You may not retrieve information from mevident.com about your employees who are Mevident Users. You understand and acknowledge that you may only enable or disable access for users who are new employees or former employees of Client.

4. You may have access to provider network information only to approve or disapprove of access to these providers in your network.

5. Mevident cannot and does not verify or warrant the truth, accuracy, or completeness of any information provided to it including information supplied and entered by providers.

6. You are prohibited from retrieving or attempting to retrieve information from mevident.com about employee users except as set forth above in Section 2. Mevident maintains systems which permit it to track retrieval activities and any unauthorized retrieval activity may be grounds for denying you future access to mevident.com or for terminating the contract with Client, and may expose the Client and/or you personally to state and federal civil and criminal penalties.

7. SITE IS PRESENTED BY MEVIDENT FOR THE SOLE PURPOSE OF ASSISTING WITH THE PROVISION OF WELLNESS SERVICES TO CLIENT'S EMPLOYEES. IT IS NOT INTENDED, AND MUST NOT BE TAKEN, TO BE A RECOMMENDATION WITH RESPECT TO THE PROVISION OR PRACTICE OF MEDICINE, WELLNESS MODALITIES OR OTHER PROFESSIONAL HEALTH CARE ADVICE OR SERVICES IN ANY JURISDICTION. FURTHER, ANY INTERACTION THROUGH SITE IS NOT MEANT TO INTERFERE WITH OR SUPPLANT THE TRADITIONAL FACE-TO-FACE PROVIDER RELATIONSHIP.

8. Client, by accessing this site you agree to maintain best practices with respect to the physical and technical security of your terminals, website portals, computer systems, user identification, password, and other private or confidential information relating to your use of Mevident.com. You shall immediately notify Mevident of any security incident involving your system and the site.

9. Client, by accessing this site you acknowledge that information maintained by Mevident.com is highly sensitive confidential personal information, including health information, protected by state and federal laws and the unauthorized access, use, or disclosure of this information may lead to criminal or civil penalties and/or loss of a professional license. The protection afforded to this personal information attaches in the electronic or hard copy format.

10. Client, by accessing this site you understand that, except for information, products, or services clearly identified as being supplied by Mevident, it does not operate, control or endorse any information, products, or services on the Internet. You also understand that the Mevident cannot and does not guarantee or warrant that files available for downloading will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for accuracy of data input and output, and for maintaining a means for the reconstruction of any lost data. Mevident does not assume any responsibility or risk for your use of mevident.com.

11. Mevident has a Privacy Statement disclosing what information is collected about users, and how such information is used. View the Privacy Statement, which is incorporated by reference, as if set forth fully herein.

12. Client, by accessing this Site you agree not reverse engineer, reverse assemble, or reverse compile any component of Mevident.com, Mevident's proprietary computer databases, programs, or any confidential information whatsoever.

MEVIDENT.COM IS NOT TARGETED TO USERS IN ANY PARTICULAR LOCALITY, NOR IS IT INTENDED TO CONSTITUTE THE DOING OF BUSINESS IN ANY JURISDICTION, NOR TO BE A SOLICITATION OF BUSINESS ANYWHERE.

IN NO EVENT SHALL MEVIDENT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ANY OTHER MONETARY OR OTHER DAMAGES, FEES, FINES, PENALTIES, OR LIABILITIES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, OR SITES ACCESSED THROUGH MEVIDENT.COM, AND/OR CONTENT OR INFORMATION PROVIDED HEREIN. A CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.

These Terms and Conditions constitute the entire agreement between you and Mevident with respect to your use of the Site. If any part of these Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining parts will remain in full force and effect. You acknowledge that, in providing you access to and use of site Mevident has relied on your agreement to be legally bound by these Terms and Conditions. It may be modified by Mevident as set forth above.