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Thank You for your Submission! 

STANDARD REVENUE CYCLE MANAGEMENT AGREEMENT

Term of Agreement

"Revenue Cycle
Management" Terms

The following are the terms and conditions pursuant to which GreenThumb Revenue, LLC shall provide the services and

products purchased by Client on the Order Form(s):

1. Services. GreenThumb Revenue, LLC shall provide to Client (1) Revenue Cycle Management Services (the

“RCM Services”), (2) Patient Balance Management and Patient Service Center, but only if indicated on the Order Form(s)

(together, as applicable, with the RCM Services), and (3) access to and use of those Hosted Programs and/or Third Party

Services specifically set forth on the Order Form(s).

2. Definitions. As used herein, the following terms have the following meanings:

“Agreement” means this Standard Revenue Cycle Management Agreement, all Exhibits hereto (including the Business

Associate Agreement, the Terms of Service and the Linked Terms), and all Order Form(s) associated herewith.

“Billing Information” means all billing and encounter information and documentation for all patients of Client, including,

but not limited to the name of the patient, patient demographics, insurance information (including a copy or scanned

copy of insurance cards along with any required referral or authorization information), the date of service, the nature

and extent of services provided, the applicable Current Procedural Terminology (CPT) or International Classification of

Diseases (ICD) procedure codes and diagnosis codes (including associated modifiers, if applicable), and any supporting

medical information that is necessary to obtain payment or reimbursement for services.

“Business Associate Agreement” means GreenThumb Revenue, LLC’s standard Business Associate Agreement attached

as Exhibit 2 hereto.

“Confidential Information” means all confidential and business proprietary information of a party hereto disclosed in

connection with the provision or receipt, as the case may be, of RCM Services; provided, however, that the term

“Confidential Information” does not include any information that (i) is or becomes a part of the public domain through

no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had

not been obtained by the receiving party, either directly or indirectly, from the disclosing party; (iii) is lawfully disclosed to

the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving

party.

“Effective Date” means the date set forth on the initial Order Form associated with this Agreement.

“First Charge Entry Date” means the first date that Client performs charge entry services in the Hosted Programs; the First

Charge Entry Date shall be mutually agreed by the parties (and if the parties do not determine such a date, the First

Charge Entry Date shall be the date that is 60 days following the Effective Date).

“Final Charge Submission Date” means the last day of the full calendar month following three calendar months after

notification of termination is received. For example, if termination notice is provided on September 30, the Final Charge

Submission Date is December 31.

“Hosted Programs” has the meaning given to such terms in the Terms of Service.

“Initial Term” means the period of time beginning on the Effective Date and ending on either (i) the last day of the 12th

full month thereafter or (ii) the last day of the term set forth on an Order Form(s), if any.

“Law” means any federal or state statute or regulation, and any provider handbook or manual published by the Centers

for Medicare & Medicaid Services (CMS), a state Medicaid program or any other government health care benefit

program, or other policy enforced by a government entity.

“Linked Terms” means any additional terms incorporated by reference in the Terms of Service and available by hyperlink

therein. “

"Revenue Cycle Management” means the following services:

a. Standard implementation and the establishment of electronic data interface agreements between

Client and applicable carriers;

b. Client access to and use of the following GreenThumb Revenue, LLC’s Hosted Programs: Professional

Package;

c. Claims submission, which means the submission (in either electronic or paper format) to governmental

and private third party payors of charges, exclusions, denials and secondary claims within statutory

periods;

d. Insurance accounts receivable follow up, which means appropriate correspondence with

governmental and private third party payors (including follow-up, research, and resubmission of

denials), customer service (e.g., payor billing inquiries) and claims appeals;

e. Payment posting, which means the receipt from Client of EOBs or other patient payment information

(e.g., co- payment information), receipt from private third party payors of electronic remittance

advices and other 835 files, and the entry of relevant data into the Hosted Programs;

f. Provision of the following standard month-end reports: account receivables summaries, productivity

reports for procedures and providers, month-end close report (i.e., charges, payments, adjustments,

and standing accounts receivable) and management summary;

g. Periodic updating of the master files of CPT codes and ICD codes within the Hosted Programs; and

h. Refund processing, which means posting of Client’s refund check to the Hosted Programs.

“Order Form(s)” mean the order form(s) issued by GreenThumb Revenue, LLC and agreed to by Client pursuant to which

Client purchases services or products.

“Patient Balance Management” means the following services:

a. Patient accounts receivable follow-up, which means generation and mailing of patient statements

and soft- collection letter;

b. Payment posting, which means the receipt from Client of any patient payments related to time of

service payments, payment on patient statements or payment plans, and the entry of relevant data

into the Hosted Programs; and

c. Provision of standard month-end reports relating to patient balances and patient account issues.

For the avoidance of doubt, Patient Balance Management does not include outbound calling to patients; further, in

connection with Patient Balance Management, GreenThumb Revenue, LLC shall act in accordance with GreenThumb

Revenue, LLC’s policies and procedures (which may change from time to time, subject to applicable Law), but shall not

file any lawsuit for collection.

“Patient Service Center” means the following services:

a. Call center for inbound patient inquiries;

b. Establishment of patient payment plans within GreenThumb Revenue, LLC’s standard parameters, or

parameters mutually agreed by the Client and GreenThumb Revenue, LLC, if applicable; and

c. Processing of payments made by patients using a credit card, if Client uses credit card functionality

that is integrated into the Hosted Programs.

“Term” means the period of time beginning on the Effective Date and ending on the Termination Date.

“Terms of Service” mean the GreenThumb Revenue, LLC’s standard terms of service for all Hosted Programs and Third

Party Services attached as Exhibit 3.

“Termination Date” means the last day of the second month following the month in which the Final Charge Submission Date

occurs. For example, if the Final Charge Submission date is December 31, the Termination Date will be February 28.

“Termination Period” means the 30-day written notice period described in Section 8(a).

“Third Party Services” has the meaning given to such terms in the Terms of Service incorporated by reference into the

Agreement.

“Wind Down Period” means the period between Final Charge Submission Date and the Termination Date.

3. Client Obligations regarding RCM Services.

a. Client is solely responsible for the accuracy and completeness of any and all Billing Information,

whether input by Client into the Hosted Programs, or provided to GreenThumb Revenue, LLC

hereunder. Client shall only submit (and shall only cause GreenThumb Revenue, LLC to submit) claim

for reimbursement that Client believes are true, correct and in accordance with applicable Law and

health plan coverage requirements. Without limiting the foregoing, Client shall comply with

applicable Law and official diagnosis and procedure code manuals when assigning CPT and ICD

codes to items and services provided to Client’s patients. Client acknowledges and agrees that

GreenThumb Revenue, LLC does not assign diagnosis and procedure codes to items and services

provided by Client. Client agrees to promptly correct and resubmit any Billing Information and claims

which GreenThumb Revenue, LLC returns due to a compliance related error.

b. From and after the First Charge Entry Date, Client shall provide to GreenThumb Revenue, LLC (i) such

Billing Information as may be requested by GreenThumb Revenue, LLC in order to perform the RCM

Services hereunder, and (ii) with such information and Client signatures as may be necessary in order

for GreenThumb Revenue, LLC (x) to assist client in properly completing electronic data interchange

agreements, and (y) to be able to obtain from governmental payors or private third party payors

information regarding claims submitted to such payors (including carrier website access). Client shall

not take any action that could reasonably be expected to interfere with GreenThumb Revenue, LLC’s

performance of the RCM Services.

c. Client shall procure and maintain current National Provider Identifiers and other necessary provider

numbers for all Client’s physicians, nurse practitioners, physician assistants and other professional

employees and contractors providing medical or other professional services, as necessary or

appropriate to allow GreenThumb Revenue, LLC to obtain payment or reimbursement from

governmental payors and private third party payors, and Client will provide GreenThumb Revenue,

LLC with all such information, and any updates or modifications to such information, within the

timeframe reasonably requested by GreenThumb Revenue, LLC.

d. Notwithstanding the authority granted to GreenThumb Revenue, LLC herein, GreenThumb Revenue,

LLC and Client agree that Client shall retain the authority to direct the medical and ethical aspects of

Client’s medical practices and shall retain control of all aspects of its business and affairs that may not

legally be carried on by persons other than persons who are duly licensed to practice medicine or

surgery in the state or states in which such persons practice.

4. Payments from Third Party Insurance Payors and Patients. All reimbursements from all governmental (including

Medicare and Medicaid) payors, private third party payors, and patient payments shall be received directly

by Client. Client shall promptly send all insurance correspondence and EOBs (or complete copies of these

documents) to GreenThumb Revenue, LLC. Client agrees to follow any control procedures implemented by

GreenThumb Revenue, LLC that are designed to ensure the proper transmission and receipt of such

information. Client agrees to provide GreenThumb Revenue, LLC with audit control figures containing all

patient visits and payments collected so that GreenThumb Revenue, LLC may balance charges and payments

posted by GreenThumb Revenue, LLC back to Client totals. In the event that Client utilizes a lockbox to receive

insurance payments or patient payments, Client shall give GreenThumb Revenue, LLC proper access to such

lockbox to enable GreenThumb Revenue, LLC to retrieve documents and images sent to such lockbox.

5. Indemnification. Client shall indemnify and hold harmless GreenThumb Revenue, LLC and its affiliates, and its

and their respective officers, directors, employees and representatives from and against any claims, losses,

costs (including reasonable attorney’s fees), damages, expenses, sanctions, fines, or penalties (collectively

“Losses”) arising out of or related to (i) any failure to pay any fees due hereunder, (ii) any act or omission by

Client that results in GreenThumb Revenue, LLC submitting any false or fraudulent claim to any governmental

payor or private third party payor, and (iii) any violation of Law committed by Client, its employees or

representatives.

6. Limitation of Liability.

a. GreenThumb Revenue, LLC’s total liability for Losses suffered by Client or any of its affiliates under or

related to this Agreement shall in no event exceed an amount equal to three times the average

monthly fee paid by Client under the Agreement.

b. In no event shall either party be liable under the Agreement for any indirect, incidental, special,

consequential or punitive damages, or damages for business interruption, loss of profits, revenue, data

or use, or cost of cover suffered by the other party or by any third party, whether in an action in

contract or tort, and even if the party has been advised of or is aware of the possibility of such

damages; provided, however that the foregoing limitation shall not apply to any fines or penalties

imposed by any federal or state administrative agency arising from or in connection with a violation

of Law. Without limiting the foregoing, in no event shall GreenThumb Revenue, LLC be liable under

the Agreement for a governmental payor’s or private third party payor’s denial of a claim if Client

has not complied with Section 3 with respect to such claim.

c. This Section 6 sets forth the full extent of GreenThumb Revenue, LLC’s liability for damages resulting

from the Agreement and the RCM Services, regardless of the form in which such liability of claim for

damages may be asserted. The provisions of the Agreement allocate the risks between GreenThumb

Revenue, LLC and Client. The parties agree that GreenThumb Revenue, LLC’s pricing and other terms

and conditions of the Agreement reflect the allocation of risk and the limitation of liability specified

herein, and Client acknowledges that without such limitation on lability specified herein and Client’s

agreement to maintain redundant copies of all data provided to GreenThumb Revenue, LLC in

connection with Services, GreenThumb Revenue, LLC would not have entered into this Agreement.

7. Confidential Information.

a. The terms of this Agreement and all Confidential Information disclosed hereunder will remain the

exclusive and confidential property of the disclosing party. The receiving party will not disclose the

Confidential Information of the disclosing party and will use at least the same degree of care,

discretion and diligence in protecting the Confidential Information of the disclosing party as it uses

with respect to its own confidential information, but in no case less than reasonable care; provided,

however, that GreenThumb Revenue, LLC may disclose Protected Health Information included within

the Confidential Information in accordance with the Business Associate Agreement. The receiving

party will limit access to Confidential Information to its affiliates, employees and authorized

representatives with a need to know and will instruct them to keep such information confidential.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the

disclosing party

(i) to the extent necessary to comply with any Law, (ii) as appropriate to respond to any summons or

subpoena or in connection with any litigation, and (iii) to any vendor with which GreenThumb

Revenue, LLC has an API (if Client has elected to use such API).

b. Client acknowledges that GreenThumb Revenue, LLC or its affiliates may use Confidential Information

to evaluate possible commercial arrangements between GreenThumb Revenue, LLC and Client, and

to communicate with Client from time to time regarding GreenThumb Revenue, LLC’s, it affiliates’ or

its recommended vendors’ products and services that may improve

he efficiency of Client’s operations or otherwise benefit Client.

c. The obligations of set forth in this Section 7 shall not apply to any suggestions and feedback for

product or service improvement, correction, or modification provided by Client in connection with

any present or future GreenThumb Revenue, LLC product or service, and, accordingly, neither

GreenThumb Revenue, LLC nor any of its clients or business partners shall have any obligation or

liability to Client with respect to any use or disclosure of such information. In addition, subject to any

limitations imposed by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), with

Client’s consent (which is hereby given), GreenThumb Revenue, LLC may use internet/website

analytics software tools and programs that collect, transmit, store, disclose and analyze certain

information about the actual use of the Hosted Programs by Clients (such as, but not limited to, pages

viewed, links clicked, help functions used and other workflow information); such information shall not

be considered Confidential Information hereunder and may be used by GreenThumb Revenue, LLC

for the purpose of license administration, error resolution and product analysis and improvement.

8. Term and Termination; Effect of Termination.

a. Unless earlier terminated as provided for herein, following the Initial Term either party may terminate

this Agreement at any time by a 30-day written notice (the Termination Period) to the other party.

b. If a party commits a material breach of any representation, warranty, agreement or covenant set

forth in this Agreement that remains uncured fifteen (15) days following written notice specifying the

nature of the breach and identifying the measures reasonably required to correct the breach, the nonbreaching

party may terminate this Agreement by written notice to the other party.

c. If (i) Client has not paid fees due hereunder within ten (10) days following GreenThumb Revenue,

LLC’s delivery of written notice informing the Client of such non-payment; (ii) GreenThumb Revenue,

LLC reasonably believes that Client is engaged in any conduct that violates, or could be deemed to

violate, any Law; (iii) Client becomes insolvent, generally stops paying its debts as they become due

or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement,

composition or comparable proceeding, or if any such proceeding is instituted against Client and not

dismissed within 30 days after commencement of one of the foregoing events; or (iv) Client revokes

the authorization given hereunder to withdraw amounts due hereunder from Client’s bank account,

then, in any such case, GreenThumb Revenue, LLC may terminate the Agreement by written notice

to the Client.

d. Following delivery of a notice of termination pursuant to Section 8a or 8b, this Agreement shall remain

in effect until the Termination Date, as follows: (i) Client shall perform charge entry services through

the Final Charge Submission Date, and perform all its other obligations hereunder until the Termination

Date, and (ii) GreenThumb Revenue, LLC shall perform the RCM Services until the Termination Date.

Client understands and agrees that claims submitted prior to the Termination Date may not be fully

resolved as of the Termination Date. Client’s access to and use of the Hosted Programs and Third Party

Services shall terminate on the Termination Date. Following delivery of a notice of termination pursuant

to Section 8c, this Agreement shall remain in effect on the terms provided by GreenThumb Revenue,

LLC in its notice of termination, and Client’s access to and use of the Hosted Programs and Third Party

Services shall terminate as set forth in such notice.

e. Termination of the Agreement (i) shall not relieve any party from any liability that may have arisen prior

to such termination, (ii) shall not relieve Client of its obligation to pay all fees that have accrued or

are otherwise owed by Client under the Agreement prior to such termination, and (iii) shall not limit

either party from pursuing other remedies available to it under Law, including injunctive relief.

f. GreenThumb Revenue, LLC shall have the right to maintain a copy of all Client Data (as such term is

defined in the Terms of Service incorporated by reference herein) in accordance with, and for the

period of time it determines is required or permitted by, applicable Law. Sections 5, 6, 7, 8e, 8f, 8g, 9c,

9e, 9g, 9h, 9k, 9l and 9p shall survive any termination of this Agreement; GreenThumb Revenue, LLC

shall maintain all “Protected Health Information” (as such term is used under HIPAA) and explanations

of benefits (“EOBs”) in accordance with the Business Associate Agreement for so long as GreenThumb

Revenue, LLC maintains such data.

g. If (x) Client terminates this Agreement (which includes delivering a notice of termination) prior to the

end of the Initial Term for any reason other than in accordance with Section 8b, or (y) GreenThumb

Revenue, LLC terminates this Agreement in accordance with 8b or 8c, then, in any such case, Client

shall pay to GreenThumb Revenue, LLC a buy-out fee in an amount equal to fifty percent (50%) of the

product of (1) the number of full months from the date of termination until the earliest possible

Termination Date (assuming this Agreement was properly terminated on the first day following the end

of the Initial Term) multiplied by (2) the average monthly fee due to GreenThumb Revenue, LLC during

the period this Agreement was in effect (it being understood that (i) if Client terminates this Agreement

prior to 60 days following the First Charge Entry Date, then the average monthly fee shall be equal to

the reasonably estimated monthly fee that would have been payable under the Agreement

following such date, and (ii) all months prior to 60 days following the First Charge Entry Date shall be

disregarded in such average monthly fee calculation). Client shall also be obligated to pay the

amount contemplated by this Section 8g in the event of any reduction in the number of charges

delivered to GreenThumb Revenue, LLC by more than fifty (50) percent.

9. Miscellaneous.

a. Compliance with Anti-Assignment Laws. The parties understand, acknowledge and agree that,

notwithstanding anything herein to the contrary, neither GreenThumb Revenue, LLC, nor any affiliate

or agent of GreenThumb Revenue, LLC, has the ability to either (i) receive payments of Medicare

reimbursement directly from CMS, or

(ii) convert any payment of benefits assigned to Client to GreenThumb Revenue, LLC’s, such affiliate’s

or such agent’s own use and control without the payment first passing through the control of Client.

b. Standards, Accreditation, Licensure. Client shall ensure that it meets all medical practice, licensure and

ethical standards, which are pertinent to its activities or which by contract it has agreed to abide.

Without limiting the foregoing, Client shall ensure that each physician employed by Client and any

other professional employees and contractors of Client providing medical or other professional services

has an unrestricted license to practice medicine or his or her other profession in the state(s) in which

they practice, and Client will inform GreenThumb Revenue, LLC immediately of any change in the

status of any such unrestricted license.

c. Inspection and Audit Rights. GreenThumb Revenue, LLC shall have the right to audit or inspect and

copy the books and records of the Client to ensure compliance with Client’s obligations under this

Agreement. In the event of any investigation, proceeding or litigation involving any governmental

entity, Client shall make available to GreenThumb Revenue, LLC for inspection and copy any clinical

documentation reasonably necessary for GreenThumb Revenue, LLC to respond, participate or

defend itself in any such investigation, proceeding or litigation.

d. No Referrals. The parties agree that no payment or other remuneration that is offered, paid, solicited

or received hereunder is to improperly induce any person to (i) make referrals for items or services for

which payment may be made in whole or in part under Medicare or other Federal Health Care

Programs (as defined in 42 CFR § 1320a-7b(f)); or (ii) purchase, lease, order or arrange for or

recommend purchasing, leasing, or ordering any items or services that may be covered by Federal

Health Care Programs.

e. Governing Law. The Agreement, and all matters arising out of or relating to the Agreement, shall be

governed by the laws of the State of New York applicable to contracts made and wholly performed

in such state. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT OR

RIGHTS IT HAS OR MAY HAVE TO TRIAL BY JURY OF ANY DISPUTE ARISING FROM OR RELATED TO THIS

AGREEMENT.

f. Notice. Client agrees to notify GreenThumb Revenue, LLC of any changes to Client’s business address,

business contact, and support contact within ten (10) days of any change thereto. All notices required

or permitted hereunder shall be given in writing.

g. Non-solicitation. During the term of the Agreement and for six (6) months after any termination or

expiration of the Agreement, neither party shall, alone or in association with others, solicit any

employee or contractor of the other party (or its subsidiaries) to terminate its employment or

contracting relationship with the other party or its subsidiaries. Nothing herein shall preclude either

party from hiring employees or contractors of the other party (or its subsidiaries) to the extent such

employees or contractors respond, without any solicitation by or on behalf of the hiring party, to

advertisements or job openings published or otherwise made generally available to the public by the

hiring party.

h. Amendment; Waiver. GreenThumb Revenue, LLC may modify or amend this Agreement upon written

notice, e-mail or otherwise, to Client. Following any such notification, Client shall have the right for a

period of thirty (30) days from receipt to inform GreenThumb Revenue, LLC in writing that it does not

accept the modification or amendment. If Client does not notify GreenThumb Revenue, LLC in writing

that it does not accept such modification or amendment within such thirty (30) day period, and

continues to access and use the Hosted Programs and/or receive the RCM Services, this shall be

deemed agreement by the Client to the modification or amendment. If Client properly notifies

GreenThumb Revenue, LLC that it does not accept the new terms within the thirty (30) day period,

then Client may continue to access and use the Hosted Programs and receive the RCM Services until

the end of Client’s then-current term, at which time these this Agreement, and Client’s access to and

use of the Hosted Programs shall terminate. The waiver by either party of any default or breach of the

Agreement shall not constitute a waiver of any other, or subsequent, default or breach.

i. Assignment; Subcontracting. GreenThumb Revenue, LLC may assign this Agreement or any rights or

obligations under the Agreement to a third party to which it sells all or substantially all of its assets.

Client may not assign the Agreement or any rights or obligations hereunder without the prior written

consent of GreenThumb Revenue, LLC, which consent shall not be unreasonably withheld or delayed;

any such assignment without the prior consent of GreenThumb Revenue, LLC shall be void.

GreenThumb Revenue, LLC may use subcontractors to perform RCM Services (or portions thereof);

provided, however, that such subcontracting shall not relieve GreenThumb Revenue, LLC from

responsibility for performance of its duties hereunder.

j. Insurance. GreenThumb Revenue, LLC or its affiliates shall maintain professional liability insurance

covering risk of data loss in amounts it deems commercially reasonable, from time to time.

k. No Third Party Beneficiaries. GreenThumb Revenue, LLC has no obligation to any third party by virtue

of this Agreement, including any patient of Client.

l. Severability. If any of the provisions of the Agreement shall be invalid or unenforceable, such

invalidity or

unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the

parties hereto agree to replace such invalid or unenforceable term or provision with a valid and

enforceable term or provision that will achieve, to the fullest extent possible, the economic, business

and other purposes of the Agreement.

m. Current Clients. If, on the date of this Agreement, Client is currently a client of GreenThumb Revenue,

LLC with respect to any Hosted Program or Third Party Service, the agreement between Client and

GreenThumb Revenue, LLC governing access to, or use of, such Hosted Programs or Third Party Service

is hereby terminated in its entirety (except with respect to any payment obligation of Client to

GreenThumb Revenue, LLC under such agreement).

n. Call Monitoring. Client acknowledges and agrees that calls to and from GreenThumb Revenue, LLC

may be monitored or recorded.

o. Exclusivity. From the First Charge Entry Date until the Final Charge Submission Date, GreenThumb

Revenue, LLC shall be the exclusive provider to Client of all RCM Services, and Client shall not either

engage any other person to perform RCM Services (or any substantially similar or replacement

services) or perform such services on its own behalf; provided, however, that Client may perform RCM

Services on its own behalf with respect to procedures performed by Client that are not subject to

reimbursement from any governmental payors or private third party payors.

p. Entire Agreement. This Agreement constitutes the complete agreement between the parties and

supersedes all prior or contemporaneous agreements or representations, written or oral, concerning

the subject matter of this Agreement.

q. No Legal Advice. Client’s use of the Hosted Programs, Third Party Services, RCM Services or any

Templates, forms or other documentation made available to Client in no way constitutes the provision

of legal advice from GreenThumb Revenue, LLC to Client.

r. Force Majeure. GreenThumb Revenue, LLC is not liable under this Agreement for GreenThumb

Revenue, LLC’s non-performance caused by acts of war, terrorism, hurricanes, earthquakes, other

acts of God or nature, strikes or other labor disputes, riots, or other acts of civil disorder or any other

events, conditions or causes beyond GreenThumb Revenue, LLC’s reasonable control.

s. Client expressly agrees not to contest the validity of any electronic signature because the signature is

performed electronically.

Exhibit 1: Invoicing and Fee Calculation

Part 1: Fees and Invoicing

a. This Exhibit 1, together with the Order Form(s), sets forth the fees payable by Client to GreenThumb Revenue, LLC. Client

shall pay all one-time, per-use and monthly fees set forth on the Order Form (including fees for patient statements and

letters and monthly subscription fees payable by Client in cases where Client has elect to subscribe to certain Hosted

Programs on a monthly basis); in addition, Client shall pay all amounts set forth on the Order Form, as calculated in this

Exhibit 1, as applicable. The fees included on the Order Form(s) do not include taxes; there shall be added to all payments

amounts equal to any applicable taxes levied or based on this Agreement, exclusive of taxes based on GreenThumb

Revenue, LLC’s net income.

b. All fees for one-time services (e.g., implementation fees) are due upon acceptance of any Order Form(s) and prior to

delivery of the applicable service. All monthly or recurring fees shall be invoiced monthly in arrears (on or about the 10th

day of each calendar month) and shall be debited from Client’s bank account on the 20th day of each calendar month

(or, if such day is not a business day, the next following business day); provided, however, that if Client is a New York

Client then fees shall be debited from Client’s bank account on the 20th day of the following calendar month (or, if such

day is not a business day, the next following business day). Invoicing for monthly or recurring fees will begin in the month

following the month in which the Effective Date occurs.

c.An administrative late charge of $35.00 per invoice will be charged for any invoice not paid by the applicable due date

(including any electronic transaction that is declined and any returned checks), and an additional $35.00 shall be

charged for each 30 days thereafter that such invoice remains unpaid. Additionally, any amounts payable by Client that

remain unpaid after the due date shall be subject to a finance charge equal to the lesser of 1.5% per month or the

maximum amount permitted under applicable Law, from the due date until the date such amount is paid.

Without limiting the additional fees and charges that shall be payable by Client, if applicable, GreenThumb Revenue,

LLC shall have the right, exercisable in its sole and absolute discretion, to suspend the provision of RCM Services

hereunder, as well as Client’s access to, and use of, the Hosted Programs and the Third Party Services, in the event that

Client has not paid any amounts due hereunder by the time such payment is due.

Part 2: Calculation of Percentage Fee for Standard and Non-Standard Clients Percentage Fee for Client:

a. If Client is a Standard Client, Client shall pay GreenThumb Revenue, LLC per order sheet

Virtual Assistant Fee for Client:

b. f Client is a Standard Client, Client shall pay GreenThumb Revenue, LLC per order sheet for mutually agreed upon

administrative task (this is not included in the RCM percentage)

Part 3: General Terms

a.GreenThumb Revenue, LLC does not guarantee any minimum amount of collections from the provision of RCM Services under the Agreement.

b.Refund amounts (monies returned to any governmental payor or private third party payor, or patients) made by Client

as requested by GreenThumb Revenue, LLC, shall be deducted from the total payments on which the Percentage Fee

and the Transferred A/R Percentage Fee, as applicable, is calculated.

c.The Percentage Fee, and the Encounter Rate shall only be applied to services and procedures performed on or after

the First Charge Entry Date and until the Final Charge Submission Date; provided, however, that for Channel Transfer

Clients, the Percentage Fee (or the Transferred A/R Percentage Fee, if applicable) shall in addition be applied to all

charges existing in the Hosted Programs as of the First Charge Entry Date for which no payment has been posted.

d.The Percentage Fee (and the Transferred A/R Percentage Fee, if applicable) shall be based on all amounts received by

either Client or GreenThumb Revenue, LLC (on behalf of Client), in either case, from governmental payors or private

third party payors (including all payments and co-payments collected at Client’s location, and any amount received by

Client related to patient accounts under capitated contracts).

e.RCM Services are not provided with respect to procedures coded by the Client to the Excluded Codes (if applicable);

accordingly, the Percentage Fee shall in all cases be calculated excluding any amounts received in respect of

procedures coded by the Client to the Excluded Codes, and Encounter Rates shall not be applied to procedures coded

by the Client to the Excluded Codes. Client shall not code any procedure to an Excluded Code except those procedures

mutually agreed by Client and GreenThumb Revenue, LLC.

Part 4: Definitions Applicable to this Exhibit 1

As used in this Exhibit 1, the following terms have the following meanings:

“Channel Transfer Client” means any Client that, immediately prior to the Effective Date, was either (i) a client of

GreenThumb Revenue, LLC, or (ii) a client of a third party that is a client of GreenThumb Revenue, LLC and whose data

is resident in the Hosted Programs.

“Encounter Fee” means the product of (i) the Encounter Rate, multiplied by (ii) the number of billable encounters that

were posted to the Hosted Programs in the previous month.

“Encounter Rate” means the Encounter Rate set forth on the Order Form.

“Excluded Codes” means non-industry standard procedures codes for procedures performed by Client that are not

billable to a governmental or third party payor, and which shall be mutually agreed by Client and GreenThumb

Revenue, LLC.

“Medicaid Encounter Fee” means the product of (i) the Encounter Rate, multiplied by (ii) the number of billable

encounters that were posted to the Hosted Programs in the previous month for which Florida Medicaid or Oregon

Medicaid will be billed.

“Monthly Minimum RCM Services Fee” means the Monthly Minimum RCM Services Fee set forth on the Order Form.

“Non-Standard Client” means any of a New York Client, a Florida Client or Oregon Client, in any case, as indicated on

the Order Form.

“Percentage Fee” means the product of (i) the Percentage Rate, multiplied by (ii) all payments received by Client during

the previous month relating to the RCM Services; provided, however, that: (a) for Florida Clients and Oregon Clients, this

shall be calculated excluding in all cases payments received which were taken into account in calculating the Medicaid

Encounter Fee in any month; and (b) for Special Channel Transfer Clients, excluding any payments received which were

taken into account in calculating the Transferred A/R Percentage Fee.

“Percentage Rate” means the Percentage Rate set forth on the Order

Form. “Standard Client” means any Client that is not a Non-Standard

Client.

“Special Channel Transfer Client” means any Client that, immediately prior to the Effective Date, was either (i) a client

of GreenThumb Revenue, LLC, or (ii) a client of a third party that is a client of GreenThumb Revenue, LLC and whose data

is resident in the Hosted Programs, and, in either case, has a Transferred A/R Percentage Rate.

“Transferred A/R Percentage Fee” means the product of (i) the Transferred A/R Percentage Rate, multiplied by (ii) all

payments received by Client during the previous month relating to the RCM Services with respect to charges existing in

the Hosted Programs as of the First Charge Entry Date for which no payment has been posted.

“Transferred A/R Percentage Rate” means the Transferred A/R Percentage Rate set forth on the Order Form.

Exhibit 2: HIPAA Business Associate Agreement

(Updated for January 2013 Omnibus Final HIPAA Rule)

This Business Associate Agreement (“BA Agreement”) is between GreenThumb Revenue, LLC, Inc., a Florida corporation

(“GreenThumb Revenue, LLC” or “Business Associate”) and Client (“Covered Entity”), and forms part of the agreement

between GreenThumb Revenue, LLC and Client relating to the provision of revenue cycle management to Client by

GreenThumb Revenue, LLC (the “Agreement”).

WHEREAS, pursuant to the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and

the HITECH Act, the U.S. Department of Health and Human Services issued “Standards for Privacy of Individually

Identifiable Health Information” (the “Privacy Rule”), Security Standards for the Protection of Electronic Protected Health

Information (the “Security Rule”) and Breach Notification Standards for Unsecured Protected Health Information (the

“Breach Notification Rule”) at 45 CFR parts 160 and 164;

WHEREAS, the Privacy Rule requires certain entities to have their Business Associates with whom the entities may

share Protected Health Information (as such term is defined in the Privacy Rule) to agree to certain provisions related to

the use and disclosure of such Protected Health Information (the “Business Associate Contract Provisions”);

WHEREAS, the Security Rule and the Breach Notification Rule impose obligations on Covered Entities and their

Business Associates that must be addressed in the Business Associate Contract Provisions; and

WHEREAS, Client and GreenThumb Revenue, LLC desire to enter into this BA Agreement in order to make the

Business Associate Contract Provisions part of the Agreement.

Now therefore, the parties hereby agree as follows:

1. Definitions. Capitalized terms used, but not otherwise defined, in this BA Agreement shall have the same

meaning as those terms in the Privacy Rule, the Security Rule and the Breach Notification Rule, and if no such definition

is provided in such rules, then the meaning shall be that given to such capitalized term in the Terms of Service (Exhibit 3)

or the Standard Revenue Cycle Management Agreement to which this BA Agreement is an Exhibit.

2. Obligations and Activities of GreenThumb Revenue, LLC.

a. GreenThumb Revenue, LLC agrees to not use or further disclose Protected Health Information

received from or on behalf of Client or created for Client (collectively, “PHI”) other than as permitted

or required by the Agreement or as Required By Law. GreenThumb Revenue, LLC further agrees that,

when using or disclosing PHI, it shall limit PHI, to the extent practicable, to a limited data set as defined

in 45 CFR 164.514(e)(2) or, if a limited data set is not practicable, limit PHI to the minimum amount of

PHI reasonably necessary to accomplish the intended purpose of such use or disclosure.

b. GreenThumb Revenue, LLC agrees to use appropriate safeguards to prevent use or disclosure of the

PHI other than as provided for by the Agreement and this BA Agreement, including implementing

administrative, physical, and technical safeguards that reasonably and appropriately protect the

confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains, or

transmits on behalf of Client. GreenThumb Revenue, LLC further agrees to comply with the

requirements of the Security Rule.

c. GreenThumb Revenue, LLC agrees to mitigate, to the extent commercially practicable, any harmful

effect that is known to GreenThumb Revenue, LLC of a use or disclosure of PHI by GreenThumb

Revenue, LLC in violation of the requirements of the Agreement or this BA Agreement.

d. GreenThumb Revenue, LLC agrees to report to Client any use or disclosure of PHI that is not provided

for by the Agreement or this BA Agreement of which it becomes aware. GreenThumb Revenue, LLC

also agrees to notify Client of any Breach of Unsecured PHI in accordance with 45 CFR 164.410; such

notification shall be made in as expeditious a manner as possible and in no event later than 60

calendar days after discovery, as defined in 45 CFR 164.410 (a)(2) and shall comply with the

requirements of the Breach Notification Rule. GreenThumb Revenue, LLC shall also, without

unreasonable delay, but in no event later than five business days after becoming aware of any Security

Incident that is not an Unsuccessful Security Incident (as defined herein), report the successful Security

Incident to Covered Entity. Covered Entity acknowledges that GreenThumb Revenue, LLC

experiences Unsuccessful Security Incidents from time-to-time. Covered Entity acknowledges receipt

of this report of Unsuccessful Security Incidents. “Unsuccessful Security Incident” means an immaterial

Security Incident that does not involve an unauthorized use or disclosure of Unsecured Protected

Health Information.

e. Client acknowledges that GreenThumb Revenue, LLC may use Subcontractors when performing the

revenue cycle management services. GreenThumb Revenue, LLC agrees to ensure that an

Subcontractor to whom it provides PHI received from, or created or received by GreenThumb

Revenue, LLC on behalf of, Client agrees to substantially the same restrictions and conditions that

apply through this BA Agreement to GreenThumb Revenue, LLC with respect to such information.

f. GreenThumb Revenue, LLC agrees to provide access, at the request of Client to PHI in a Designated

Record Set to Client in order to meet the requirements under 45 CFR 164.524, by making the Hosted

Programs available to Client, or by other mutually agreed means.

g. GreenThumb Revenue, LLC agrees to make any amendment(s) to PHI in a Designated Record Set

that the Client directs or agrees to pursuant to 45 CFR 164.526, by making the Hosted Programs

available to Client, or by other mutually

agreed means.

h. GreenThumb Revenue, LLC agrees to make internal practices, books, and records, including policies

and procedures and PHI, relating to the use and disclosure of PHI received from, or created or

received by GreenThumb Revenue, LLC on behalf of, Client available to the Secretary, in a time and

manner designated by the Client or the Secretary and not materially disruptive of GreenThumb

Revenue, LLC’s operations or business, for the purposes of the Secretary determining Client’s or

GreenThumb Revenue, LLC’s compliance with the Privacy Rule. The GreenThumb Revenue, LLC

business unit providing the RCM Services shall reasonably cooperate with Client and Secretary in

responding to the Secretary’s requests. All information provided by GreenThumb Revenue, LLC

pursuant to this provision shall remain “Confidential Information” under the Agreement and subject to

the restrictions on disclosure of such information as set forth therein.

i. GreenThumb Revenue, LLC agrees to document such disclosures of PHI and information related to such

disclosures as would be required for Client to respond to a request by an Individual for an accounting

of disclosures of PHI in accordance with 45 CFR 164.528 and the regulations adopted pursuant to 42

USC17935(c), and to reasonably cooperate with Client in responding to such requests.

j. GreenThumb Revenue, LLC agrees to provide to Client or, at Client’s direction, to an Individual, in

time and manner designated by Client and not materially disruptive of GreenThumb Revenue, LLC’s

operations or business, information collected in accordance with Section 8i of this BA Agreement, to

permit Client to respond to a request by an Individual for an accounting of disclosures of PHI in

accordance with 45 CFR 164.528 and any regulations adopted pursuant to 42 USC 17935(c). All

information provided by GreenThumb Revenue, LLC pursuant to this provision shall remain

“Confidential Information” under the Agreement and subject to the restrictions on disclosure of such

information as set forth therein.

k. To the extent GreenThumb Revenue, LLC carries out any of Client’s obligations under the Privacy Rule,

GreenThumb Revenue, LLC shall comply with the requirements of the Privacy Rule that apply to Client

in the performance of such obligations, provided that Client advises GreenThumb Revenue, LLC of

such obligations which are not included in the Services under the Agreement and agrees to a fee for

GreenThumb Revenue, LLC’s performance of such obligations in accordance with Section 2l.

l. If, in the performance of its obligations set forth in Sections 2f through 2k (inclusive), or 5a to 5c,

(inclusive), GreenThumb Revenue, LLC expends time and materials in addition to the RCM Services to

be provided by GreenThumb Revenue, LLC pursuant to the Agreement, GreenThumb Revenue, LLC

shall provide Client with an estimate of the fees for such time and materials. Upon the mutual

agreement by Client and GreenThumb Revenue, LLC as to the fees to be charged by GreenThumb

Revenue, LLC for such time and materials, GreenThumb Revenue, LLC shall invoice Client on a time

and materials basis at the agreed-upon rate(s), and Client shall pay GreenThumb Revenue, LLC all

such fees in accordance with the payment terms of the Agreement.

3. Permitted Uses and Disclosures by GreenThumb Revenue, LLC. Except as otherwise limited in this BA Agreement,

GreenThumb Revenue, LLC may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Client

as specified in the Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Client

or the minimum necessary policies and procedures of the Client of which GreenThumb Revenue, LLC has been informed.

4. Specific Use and Disclosure Provisions.

a. Except as otherwise limited in this BA Agreement, GreenThumb Revenue, LLC may use PHI for the

proper management and administration of GreenThumb Revenue, LLC or to carry out the legal

responsibilities of GreenThumb Revenue, LLC.

b. Except as otherwise limited in this BA Agreement, GreenThumb Revenue, LLC may disclose PHI for the

proper management and administration of GreenThumb Revenue, LLC, provided that disclosures are

Required by Law, or GreenThumb Revenue, LLC obtains reasonable assurances from the person to

whom the information is disclosed that it will remain confidential and used or further disclosed only as

Required by Law or for the purpose for which it was disclosed to the person, and the person notifies

GreenThumb Revenue, LLC of any instances of which it is aware in which the confidentiality of the

information has been breached.

c. Except as otherwise limited in this BA Agreement, GreenThumb Revenue, LLC may use and disclose

PHI to provide Data Aggregation services to Client and other Covered Entities as permitted by 42 CFR

164.504(e)(2)(i)(B).

d. GreenThumb Revenue, LLC may use PHI to create de-identified health information in accordance with

the Privacy Rule’s de- identification standards and use and disclose the de-identified health

information for commercial purposes and any other purposes not prohibited by law. Client agrees

that GreenThumb Revenue, LLC shall be the exclusive owner of any de-identified health information.

5. Obligations of Client.

a. Client shall provide GreenThumb Revenue, LLC with any limitations in its notice of privacy practices

of Client in accordance with 45 CFR 164.520, to the extent that such limitation may affect

GreenThumb Revenue, LLC’s use or disclosure of PHI.

b. Client shall provide GreenThumb Revenue, LLC with any changes in, or revocation of, permission by

Individual to use or disclose PHI, to the extent that such changes may affect GreenThumb Revenue,

LLC’s use or disclosure of PHI.

c. Client shall notify GreenThumb Revenue, LLC in writing of any restriction to the use or disclosure of PHI

that Client has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may

affect GreenThumb Revenue, LLC’s use or disclosure of PHI.

d. Client shall not request GreenThumb Revenue, LLC to use or disclose PHI in any manner that would not

be permissible under the Privacy Rule if done by Client.

6. Term and Termination.

a. Term. The Term of this BA Agreement shall be effective as of the Activation Date contemplated by

the Terms of Service to which this BA Agreement is an Exhibit, and shall terminate when all of the PHI

provided by Client to GreenThumb Revenue, LLC, or created or received by GreenThumb Revenue,

LLC on behalf of Client, is destroyed or returned to Client, or, if it is infeasible to return or destroy PHI,

protections are extended to such information, in accordance with the termination provisions in this

Section.

b. Termination For Cause. In addition to any termination rights set forth in the Agreement, in the event of a

material breach of this BA Agreement, the other party shall either: (i) provide the breaching party with

an opportunity to cure the breach or end the violation, and terminate the Agreement (including this

BA Agreement) if the breaching party does not cure the breach or end the violation within sixty (60)

days, or (ii) immediately terminate the Agreement (and this BA Agreement) if cure is not possible.

c. Termination upon Issuance of Guidance or Change In Law. If the Secretary provides additional

guidance, clarification or interpretation on the Privacy Rule, or there is a change or supplement to

the HIPAA statutes or regulations (both referred to as a “HIPAA Change”), such that a party hereto

determines that the service relationship between GreenThumb Revenue, LLC and Client is no longer

a Business Associate relationship as defined in HIPAA, such party shall provide written notice to the

other party of the HIPAA Change, and upon mutual agreement of the parties that the HIPAA Change

renders this BA Agreement unnecessary, this BA Agreement shall terminate and be null and void.

d. Effect of Termination.

i. Except as provided in paragraph (ii) of this subsection, upon termination of this BA

Agreement, for any reason, GreenThumb Revenue, LLC shall return or destroy all PHI

received from Client, or created or received by GreenThumb Revenue, LLC on behalf of

Client. This provision shall apply to PHI that is in the possession of Subcontractors of

GreenThumb Revenue, LLC. Except as provided in paragraph (ii) below, GreenThumb

Revenue, LLC shall retain no copies of the PHI.

ii. In the event that GreenThumb Revenue, LLC determines that returning or destroying the PHI

is infeasible, GreenThumb Revenue, LLC shall provide to Client notification of the conditions

that make return or destruction infeasible. In such event, GreenThumb Revenue, LLC shall

extend the protections of this BA Agreement to such PHI and limit further uses and disclosures

of such PHI to those purposes that make the return or destruction infeasible, for so long as

GreenThumb Revenue, LLC maintains such PHI.

7. Miscellaneous.

a. Client Rights and Remedies Upon Breach By GreenThumb Revenue, LLC. In the event GreenThumb

Revenue, LLC fails to perform its obligations hereunder or otherwise breaches this BA Agreement,

Client may exercise all rights and remedies available to it under the Agreement, subject to applicable

limitations of liability set forth in the Agreement or such other conditions as may apply to Client rights

or remedies.

b. Amendment. The parties agree to take such action as is necessary to amend the Agreement from

time to time as is necessary for Client and GreenThumb Revenue, LLC to comply with the Privacy Rule

and/or HIPAA. If, following good faith negotiations that shall not exceed ninety (30) calendar days

from the date of the request for negotiations, the parties are unable to agree on the modifications to

the terms of the Agreement that may be necessary or appropriate in order for Client to comply with

the Privacy Rule and/or HIPAA, either party shall have the right to terminate the Agreement without

cause as of a date specified in a notice of termination, such date to be no less than thirty days

following the effective date of such notice.

c. Survival. The respective rights and obligations of GreenThumb Revenue, LLC under Section 6d of this

BA Agreement shall survive the termination of the Agreement.

d. Interpretation. Any ambiguity in this BA Agreement shall be resolved in favor of a meaning that permits

Client and GreenThumb Revenue, LLC to comply with the Privacy Rule, Security Rule and Breach

Notification Rule.

e. Regulatory References. A reference in this BA Agreement to a section in the Privacy Rule, Security

Rule or Breach Notification Rule, as applicable means the section as in effect or as amended.

In the event of any conflict between the terms and conditions of this BA Agreement and the terms and conditions of the

other provisions of the Agreement, this BA Agreement shall prevail.

Client Obligations
 

Invoicing & Fee
Calculation

HIPAA Business
Associate Agreement

Exhibit 3: Terms of Service

These Terms of Service apply to the Hosted Programs and Third Party Services offered, or made available, by

GreenThumb Revenue, LLC. By subscribing for access to, or using, the Hosted Programs and the Third Party Services, Client

agrees to be bound by these Terms of Service.

1. DEFINITIONS

1.1 “GreenThumb Revenue, LLC” means GreenThumb Revenue, LLC, a Flordia company.

1.2 “Client Data” means all information entered by Client into the Hosted Programs or the Third Party

Services. For the avoidance of doubt, the term “Client Data” does not include any information that has been properly

de-identified as contemplated by Section 3.4 hereof.

1.3 "Data Storage" means disk space allocated for the storage of documents, images, scheduled reports

and other files (including Client Data). Data Storage does not include application data stored in the SQL server

database, or data such as claim files submitted to a clearinghouse, or remittance files received from a clearinghouse.

1.4 “Dyn Services” means the provision of email delivery services within the Hosted Programs provided by

Dynamic Network Services, Inc., an independent third party.

1.5 “Electronic Services” means the transmission and processing of claim information (including a distinct

claim, remit, inquiry, information request, statement collection letter print image or other item) by an independent third

party between the Hosted Programs, on the one hand, and a payor, on the other.

1.6 “Healthwise Services” means the provision of and access to healthcare information and education

available through the Hosted Programs or otherwise provided by Healthwise, Inc., an independent third party.

1.7 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and

the rules and regulations promulgated thereunder.

1.8 “Hosted Programs” means the computer software programs owned or licensed by GreenThumb

Revenue, LLC in object code form, and that Client has access to in connection with the receipt of Services; provided,

however, that the term “Hosted Programs” does not include any Third Party Service.

1.9 “Hosting Services” means (i) GreenThumb Revenue, LLC’s provision of access to and use of the

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Hosted Programs or the Third Party Services by Client, and (ii) and the storage, retrieval and processing of Client Data in

connection with the use of the Hosted Programs and the Third Party Services.

1.10 “Jive Services” means the provision of educational, product and online support tools available

through the Hosted Programs provided by Jive Software, Inc., an independent third party.

1.11 “Office Key” means an authorization code issued by GreenThumb Revenue, LLC to Client, pursuant

to which Client is authorized to access and use the Hosted Programs and the Third Party Services.

1.12 “Optum Services” means the analysis (using a proprietary rules engine and knowledgebase provided

by Optum, Inc., an independent third party) of claim coding and editing performed by Clients.

1.13 “Penetration Testing” means the practice of testing the Hosted Programs or Third Party Services and

any related networks or web applications to find vulnerabilities that an attacker could exploit.

1.14 “Personnel” means the employees, agents, subcontractors, or assistants of the Clients. The use of the

term “Client” shall include Client’s Personnel.

1.15 “Standard Rate” means, with respect to any service, GreenThumb Revenue, LLC’s standard rate for

such service (including, if applicable, time and material charges), as set forth in GreenThumb Revenue, LLC’s standard

fee schedules, as in effect from time to time.

1.16 “Support Services” means those support services provided by GreenThumb Revenue, LLC as set forth

as such may change from time to time in the sole and absolute discretion of GreenThumb Revenue, LLC.

1.17 “Surescripts Services” means the electronic prescription functionality and clinical interoperability

functionality, in either case, that is accessible through the Hosted Programs, and in each case is provided by Surescripts,

LLC, an independent

third party.

1.18 “Terms of Service” means these terms of service, including any Exhibit hereto, in all cases, as such may

be updated, revised, modified or amended from time to time as permitted herein.

1.19 “Third Party Services” means any software, offering, product or functionality that Client uses (whether

or not specifically subscribed for) but which is provided by an independent third party. Third Party Services currently

include WebPT, TherabillServices, Diamond Services, DrFirst Services, Dyn Services, Electronic Services, First Databank

Services, Healthwise Services, Jive Services, Optum Services, Surescripts Services, Twilio Services, Updox Services, Availity

and Zoom Services.

1.20 “Twilio Services” means the provision of texting and telecommunication services accessible through

the Hosted Programs provided by Twilio, Inc., an independent third party.

1.21 “Updox Services” means an integrated electronic service for inbound and outbound faxes and

secure messaging, in either case, that is an option accessible through the Hosted Programs, and in each case is provided

by Updox LLC, an independent third party.

1.22 “Zoom Services” means the provision of web services, video conferencing and telemedicine services

accessible through the Hosted Programs or otherwise provided by Zoom Video Communications, Inc., an independent

third party.

2. USE OF HOSTED PROGRAMS AND THIRD PARTY SERVICES

2.1 Right to Use Hosted Programs and Third Party Services.

A. GreenThumb Revenue, LLC grants to Client a non-exclusive, non-transferable right for Client to access

and use the Hosted Programs and Third Party Services subscribed to by Client. Client shall be entitled to access and use

the Hosted Programs and the Third Party Services solely for Client’s own internal business operations.

B. Client shall not transfer, sell, lease, or lend the Hosted Programs or the Third Party Services, or any

software or systems used to provide the Hosted Programs or the Third Party Services, or any contents, information, tools,

and resources therein, to any third party. Client shall not (i) allow any third party to access or use the Hosted Programs or

the Third Party Services, or (ii) access or use the Hosted Programs or the Third Party Services for third-party training,

commercial time-sharing, software hosting, rental or service bureau use.

C. Client shall not download, modify, create derivative works from, reverse engineer, decompile or

disassemble or otherwise attempt to discover any trade secret contained in the Hosted Programs or the Third Party

Services or in any software or system used by GreenThumb Revenue, LLC in connection with providing the Hosted

Programs or the Third Party Services.

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D. As between the parties, GreenThumb Revenue, LLC retains all title and interest in any copyrights,

patents, trade secrets, know- how and other proprietary rights of any kind in the Hosted Programs, the Third Party Services,

any custom Templates (including without limitation reports, forms, or similar documents found in or derived from those

found in GreenThumb Revenue, LLC’s library) developed by GreenThumb Revenue, LLC on behalf of Client or otherwise,

and any software or other intellectual property developed by GreenThumb Revenue, LLC. Client does not acquire any

rights, express or implied, in the Hosted Programs, the Third Party Services, or any software or other intellectual property

developed by GreenThumb Revenue, LLC, other than the right to access and use the Hosted Programs, the Third Party

Services, and such software or intellectual property as set forth in the Agreement. Any information provided to

GreenThumb Revenue, LLC by the Client during the process of developing custom Templates for use by the Client will

not serve as a basis for the Client to claim any right to any copyrights, patents, trade secrets, know-how and other

proprietary rights of any kind in the Hosted Programs, the Third Party Services, any custom Templates developed by

GreenThumb Revenue, LLC on behalf of the Client, and any software or other intellectual property developed by

GreenThumb Revenue, LLC as part of the Services. The Client agrees not to modify, copy, distribute, transmit, display,

perform, publish, create derivative works from, sublicense, transfer, assign, rent, sell, or otherwise convey any of the

Hosted Programs, the Third Party Services, and custom Templates developed by GreenThumb Revenue, LLC on behalf

of the Client, and any software or other intellectual property developed by GreenThumb Revenue, LLC as part of the

Services. GreenThumb Revenue, LLC may terminate or suspend Client’s access to and use of the Hosted Programs, the

Third Party Services and such software or intellectual property (in whole or in part) at any time, with our without notice, if

GreenThumb Revenue, LLC has reason to believe that Client has violated the terms set forth in this Section 2.1

2.2 Verification. GreenThumb Revenue, LLC or its agents shall have the right to monitor use of the Hosted

Programs and the Third Party Services by Client. This audit right includes, but is not limited to (i) electronic monitoring at

any time, and (ii) an on-site audit, which may be conducted not more than once per year upon reasonable notice to

Client (and which shall be conducted in a manner so as not to unreasonably interfere with Client’s business).

3. SERVICES

3.1 Provision of Hosting Services and Support Services.

A. GreenThumb Revenue, LLC shall provide the Hosting Services subscribed to by Client.

B. GreenThumb Revenue, LLC will provide Support Services.

3.2 Terms Applicable to Third Party Services. The terms applicable to Client related to Third Party Services

are set forth on Annex A to this Exhibit 3.

3.3 Security of Client Data. GreenThumb Revenue, LLC agrees to maintain the security of Client Data

using industry-standard data security protocols, and other methods reasonably deemed to be adequate for secure

business data. GreenThumb Revenue, LLC shall employ commercially reasonable storage and reasonable precautions

to prevent the loss of or alteration to Client’s Data, but GreenThumb Revenue, LLC does not guarantee against any such

loss or alteration. GreenThumb Revenue, LLC is not and will not be, Client’s official record keeper.

3.4 De-Identification. GreenThumb Revenue, LLC may use and disclose Protected Health Information to

create de-identified health information and use and disclose the de-identified health information in accordance with

the Business Associate Agreement in effect between the parties from time to time.

3.5 Data Storage. Unless otherwise set forth in a written agreement between GreenThumb Revenue, LLC

and Client, during the term of the agreement between GreenThumb Revenue, LLC and Client, each provider associated

with an Office Key is allowed 10 gigabytes of Data Storage and any Data Storage in excess of 10 gigabytes for a provider

will be billed in increments and at GreenThumb Revenue, LLC Standard Rate.

3.6 GreenThumb Revenue, LLC Connect Interfaces.

A. The GreenThumb Revenue, LLC Connect Interface (“Connect”) makes available to Client

GreenThumb Revenue, LLC’s standard application program interface functions (“APIs”) for the purpose of enabling

Client to share specific data between the Hosted Programs or Third Party Services and other software and/or data

sources owned or licensed by Client or a third party that provides services to Client (the “External System”). GreenThumb

Revenue, LLC charges a separate fee for Client’s use of Connect; this fee, however, does not (i) include any

documentation for the APIs; (ii) include any development hours from GreenThumb Revenue, LLC to develop software

that accesses the APIs; or (iii) include any development hours from GreenThumb Revenue, LLC for any configuration,

interface development, or non- standard configuration of the external data interface that may be required by the

External System but is not already available from GreenThumb Revenue, LLC or approved for development by

GreenThumb Revenue, LLC. Support is limited to verification of performance of the APIs as interfaced to the External

System. Additional Client support may be available at GreenThumb Revenue, LLC’s then-current Standard Rate.

B. Client’s use of Connect and all APIs is expressly limited to the registered interfaced External Systems

identified by Client in writing. Access to or use of Connect by External Systems not disclosed therein is strictly prohibited.

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C. GreenThumb Revenue, LLC reserves the right to suspend or terminate access to Connect, use of the

APIs and the sharing of data with an External System if (i) GreenThumb Revenue, LLC suspects any breach of security; (ii)

GreenThumb Revenue, LLC determines that the External System is, directly or indirectly, affecting the proper performance

of the Hosted Programs or the Third Party Services; or (iii) for any other valid business purpose.

3.7. Suspension of Access to Hosted Programs. GreenThumb Revenue, LLC shall have the right, exercisable in

its sole and absolute discretion, to suspend Client’s access to, and use of, the Hosted Programs and the Third Party

Services in the event that Client has not paid any amounts due to GreenThumb Revenue, LLC by the time such payment

is due.

4. CLIENT OBLIGATIONS AND RESPONSIBILITIES

4.1 Client Representations and Covenants.

A. Client represents and warrants to GreenThumb Revenue, LLC that (i) Client’s use of the Client Data

(including the right to transfer, store, process and cache Client Data in connection with the use of the Hosted Programs

and the Third Party Services) complies with all applicable federal, state and local laws and regulations, and that Client

has received all necessary third party approvals with respect to the its use of the Hosted Programs and the Third Party

Services, and (ii) the Client Data, and Client’s use of the Client Data (including storage, processing and caching of Client

Data), do not infringe the intellectual property rights of any third party, and Client agrees to indemnify and hold

GreenThumb Revenue, LLC harmless from any third-party claims arising from Client’s use of the Client Data.

B. Client shall comply with all federal, state and local laws and regulations applicable to Client’s

conduct of its business, including, without limitation, obtaining and maintaining all federal, state and local licenses.

C. Client shall not conduct any form of Penetration Testing of the Hosted Programs and Third Party

Services or any related networks or web applications without the express written approval of GreenThumb Revenue, LLC

that must include the scope and parameters by which Penetration Testing may occur.

4.2 Data Import Limitations. Client is responsible for providing all Client Data in an industry standard format

regularly used by GreenThumb Revenue, LLC in the ordinary course of business. Client acknowledges and agrees that

the Client Data available in the Hosted Programs and Third Party Services will be a reflection of the quality of the data

provided by the Client. GreenThumb Revenue, LLC is not responsible for inability to perform or access the Hosted

Programs or Third Party Services due to improperly formatted or corrupt files, viruses on media provided, or incompatible

backup media or software. Client shall maintain (on a server owned or under the control of Client, or in any other manner

Client shall elect) an accurate backup copy of all data provided to GreenThumb Revenue, LLC. Client acknowledges

that transferring Client Data in connection with the use of the Hosted Programs or Third Party Services is subject to the

possibility of human and machine errors, omissions, and losses, including inadvertent loss of data, or damage to media

that may give rise to loss or damage. Client is responsible to adopt reasonable measures to limit the impact of such

problems.

4.3 Software and Hardware Requirements.

A. Client is responsible for obtaining access to the Internet using software and hardware that meet

GreenThumb Revenue, LLC’s published system requirements, including security requirements.

B. Client agrees to access the Hosted Programs and Third Party Services, and to store and retrieve data

using third party programs, including (without limitation) Internet “browser” programs, that support data security protocols

compatible with those specified by GreenThumb Revenue, LLC. Client agrees that all software it uses to access the

Hosted Programs or Third Party Services will support the Secure Socket Layer (SSL) protocol.

4.4 Account Name and Passwords.

A. Client may designate user account names and passwords for users that have access to the Hosted

Programs or Third Party Services. Client is responsible for safeguarding the confidentiality and use of account names and

passwords, and agrees to take any and all actions necessary to maintain the privacy of such information.

B. Client shall be liable and responsible for any and all activities conducted through its account, whether

or not such activities have been authorized by Client. GreenThumb Revenue, LLC will deem any communication, data

transfer, or use of the Hosted Programs or Third Party Services received under Client’s account names and passwords to

be for Client’s benefit and use.

C. Client will promptly notify GreenThumb Revenue, LLC if account names or passwords are lost, stolen,

or are being used in an unauthorized manner. Upon GreenThumb Revenue, LLC’s request, Client will provide

GreenThumb Revenue, LLC with accurate and complete registration information for users that have access to the

Hosted Programs or Third Party Services.

4.5 Ownership of Client Data. As between the parties, Client is the owner of all Client Data; provided,

however, that nothing herein shall prevent GreenThumb Revenue, LLC from using or disclosing such Client Data as may

be required by law, or as otherwise permitted in the Terms of Service or the Business Associate Agreement in effect

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between the parties from time to time. Without limiting the foregoing, GreenThumb Revenue, LLC may use and disclose

Protected Health Information to create de-identified health information and may use Client Data to provide data

aggregation services. As between the parties, GreenThumb Revenue, LLC is the owner of any de- identified health

information and any data set that aggregates Client Data with client data from other GreenThumb Revenue, LLC clients.

In all cases, the identity of Client will not be determinable from the de-identified health information or any aggregated

data set.

5. SUSPENSION OF ACCESS

5.1 GreenThumb Revenue, LLC may suspend Client’s use and access to the Hosted Services or Third Party

Services immediately in the event Client or its employee(s) includes in the Hosted Programs any content that is obscene,

offensive, threatening or malicious, or which violates any applicable law or regulation or which otherwise exposes

GreenThumb Revenue, LLC to civil or criminal liability.

5.2. GreenThumb Revenue, LLC may suspend Client’s use and access to the Hosted Services or Third Party

Services immediately in the event of any wrongful or unauthorized access to or use of the Hosted Programs or the Third

Party Services by Client or other third party.

6. INDEMNITY, WARRANTIES, LIMITATION ON LIABILITY; REMEDIES

6.1 GreenThumb Revenue, LLC Ownership; Infringement Indemnity.

A. All computer programs and related documentation made available, directly or indirectly, by

GreenThumb Revenue, LLC to Client are the exclusive property of GreenThumb Revenue, LLC or the third parties from

whom GreenThumb Revenue, LLC has secured the rights to such services or products. All rights, title and interest in or to

any copyright, trademark, service mark, trade secret and other proprietary right relating to the Hosted Programs are

reserved.

B. GreenThumb Revenue, LLC shall indemnify, defend and hold harmless Client from and against any and

all suits, proceedings, claims, demands, or causes of action by a third party that the Hosted Programs infringe upon or

misappropriate any United States copyright, patent, trade secret or other intellectual or industrial property right of any

kind or nature whatsoever (a “Claim”).

C. GreenThumb Revenue, LLC shall have no liability under this Section 6.1 to the extent a Claim is

attributable to (i) combination or use of the Hosted Programs with any item, component, product, material, software or

process not provided by GreenThumb Revenue, LLC, if liability would not have arisen but for such combination or use

with such item, component, product, material, software or process;

(ii) use of the Hosted Programs in any way not authorized nor contemplated by these Terms of Service or any agreement

under which Client is granted access to, or use of, the Hosted Programs or Third Party Services, if liability would not have

arisen but for such unauthorized use; or (iii) any breach by Client of these Terms of Service or any agreement under which

Client is granted access to, or use of, the Hosted Programs or Third Party Services, if liability would not have arisen but for

such breach.

D. In the event the Hosted Programs are held by a court of competent jurisdiction to, or are believed by

GreenThumb Revenue, LLC to, infringe or misappropriate any third party right, GreenThumb Revenue, LLC shall have the

option, at its expense, to (i) modify the Hosted Programs to be non-infringing, (ii) replace the Hosted Programs with a noninfringing

substitute, (iii) resolve any Claim to allow use of the Hosted Programs, or (iv) obtain for Client a subscription to

continue using the Hosted Programs, (v) terminate the subscription for the infringing Hosted Programs.

E. The indemnification obligations set forth in this Section 6.1 are subject to the following conditions: (i)

Client shall give GreenThumb Revenue, LLC written notice of any Claim for which Client intends to claim indemnification

within ten (10) business days of the Claim; (ii) Client shall give GreenThumb Revenue, LLC the sole right to control and

direct the investigation, defense and settlement of the Claim, including selection of defense counsel; and (iii) Client shall

reasonably cooperate with GreenThumb Revenue, LLC in the investigation, defense and settlement of the Claim.

Reasonable out-of-pocket expenses incurred by Client in providing such assistance will be reimbursed by GreenThumb

Revenue, LLC. Client shall not settle or compromise any Claim, and any such settlement or compromise shall be

void as against GreenThumb Revenue, LLC and shall terminate GreenThumb Revenue, LLC’s obligation to indemnify

Client with respect to such Claim.

F. Client acknowledges and agrees that the remedies provided in this Section 6.1 are the sole and

exclusive remedies of Client, and consequently the sole and exclusive liability of GreenThumb Revenue, LLC, with respect

to any Claim.

6.2. GreenThumb Revenue, LLC Warranties; Time Period; Disclaimers.

A. Warranty for the Hosted Programs and Hosting Services. Subject to Client’s compliance with its

obligations under Sections 4.2 and 4.3, GreenThumb Revenue, LLC represents and warrants that the Hosted Programs

and Hosted Services will perform in all material respects in accordance with the documentation provided by

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GreenThumb Revenue, LLC within the Hosted Programs (titled “Help Files”), or paper or CD copies of such

documentation. This warranty shall apply for a period of ninety (30) days from the Effective Date. Any breach not

reported within such period will be deemed waived and accepted by Client.

B. Warranty for Data Importation. Subject to Client’s compliance with the terms of Section 4.2,

GreenThumb Revenue, LLC represents and warrants that the importation of data by GreenThumb Revenue, LLC will

conform in all material respects with the written documentation provided by GreenThumb Revenue, LLC. This warranty

shall apply until the earlier of (i) the expiration of five (5) business days from the date the data at issue is imported, or (ii)

the date the database is first altered in any way by the Client. Any breach not reported within such period will be

deemed waived and accepted by Client.

C. Warranty for Certain Third Party Services. GreenThumb Revenue, LLC represents and warrants that (i)

Electronic Services shall be provided in a professional manner, consistent with reasonable industry standards, upon timely

receipt of properly entered, formatted and coded data files, documents, balancing totals or other required information

from Client, and (ii) a minimum of 95% (calculated on an annual basis) of Client’s claims will be transmitted to the

applicable payor on first submission; provided, however, that the guarantee contemplated by clause (ii) only applies to

claims with respect to which Client uses the Optum Services and GreenThumb Revenue, LLC transmits the applicable

claim information to the independent third party performing the Electronic Services. Changes in laws, regulations or

health care industry standards (including, but not limited to, the requirement that Version 5010 and ICD-10 codes be used

on all transactions covered by HIPAA), may, in the future, affect or limit GreenThumb Revenue, LLC's ability to provide the

guarantee set forth in clause (ii) of the previous sentence.

D. Warranty for Other Services. GreenThumb Revenue, LLC warrants that the Support Services will be

performed in a manner that is consistent with generally accepted industry standards for such service.

E. Disclaimers. THE WARRANTIES SET FORTH IN THIS SECTION 6.2 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER

WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY ORAL REPRESENTATIONS OR WARRANTIES MADE BY OR ON

BEHALF OF GREENTHUMB REVENUE, LLC AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE. GreenThumb Revenue, LLC does not warrant that the Hosted Programs or the Third Party Services

will operate in the combinations that Client may select for use, that the operation of the Hosted Programs or the Third

Party Services will be uninterrupted or error-free, free of viruses or any other malicious code, or fit for its intended purpose,

or that all Hosted Program errors or the Third Party Services errors will be corrected. Any description of the Hosted

Programs contained on GreenThumb Revenue, LLC’s website or promotional materials is for the sole purpose of

identifying them, and any such description is not a part of the basis of the bargain and does not constitute a warranty

or representation.

6.3. Exclusive Remedies. For any breach of the representations and warranties contained in Section 6.2,

Client’s exclusive remedy, and GreenThumb Revenue, LLC’s entire liability, shall be as follows:

A. With respect to a breach of the representation and warranty set forth in 6.2A, GreenThumb Revenue,

LLC shall correct the errors that caused GreenThumb Revenue, LLC to breach its warranty to Client.

B. With respect to a breach of the representation and warranty set forth in 6.2B, upon verification of the

error, GreenThumb Revenue, LLC shall, at its option, either correct the database or refund the amount paid for the data

import service.

C. With respect to a breach of the representation and warranty set forth in 6.2C, (i) in the case of

Electronic Services, subject to the terms of Section 6.4, Client shall have such remedies as may be available under law,

and (ii) in the case of Optum Services, GreenThumb Revenue, LLC shall perform a root cause analysis to determine the

reason for the Client’s claims acceptance rate and provide reasonable training to improve Client’s acceptance rate.

D. With respect to a breach of the representation and warranty set forth in 6.2D, GreenThumb Revenue,

LLC shall re-perform the applicable Support Service.

6.4 Exculpation of Certain Claims; Limitation on Liability.

A. GreenThumb Revenue, LLC uses unrelated third parties to provide the Third Party Services, and the

availability, and accuracy of such Third Party Services is not within GreenThumb Revenue, LLC’s control. Client hereby

waives any and all liability and claims which Client may have against GreenThumb Revenue, LLC in connection with the

Third Party Services, except as specifically set forth in Section 6.3, and for liability directly caused by the gross negligence

or willful misconduct of GreenThumb Revenue, LLC.

B. Client shall be liable for (and Client hereby waives any and all liability and claims which Client may

have against GreenThumb Revenue, LLC for), (i) any inaccuracy in Client Data provided by Client, (ii) the consequences

of any instructions Client may give to GreenThumb Revenue, LLC, (iii) maintaining and backing up any Client Data, and

(iv) Client’s failure to protect user account names and passwords. In addition, GreenThumb Revenue, LLC is not

responsible for (x) Client’s access to the Internet, (y) interception or interruptions of communications through the Internet

or (z) changes or losses of data through the Internet, in each case, other than to the extent

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caused solely by GreenThumb Revenue, LLC.

C. In connection with use of the Hosted Programs and the Third Party Services, GreenThumb Revenue,

LLC may provide or make available to Client certain Templates and forms. Client hereby waives any and all liability and

claims which Client may have against GreenThumb Revenue, LLC or any third party in connection with the use,

modification, and/or customization of such Templates and forms, except for liability direct caused by the gross

negligence or willful misconduct of GreenThumb Revenue, LLC. FURTHER, GREENTHUMB REVENUE, LLC IS IN NO WAY

ENGAGED IN THE PRACTICE OF MEDICINE OR ACTING AS A PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL OR

PROVIDER. ANY TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, PRODUCT OR OTHER INFORMATION

REFERENCED BY OR THROUGH SERVICES ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE

OF TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, PRODUCT OR OTHER INFORMATION. THE ULTIMATE

RESPONSIBILITY FOR DIAGNOSING AND TREATING ANY PATIENT RESTS WITH THE PATIENT’S HEALTH CARE PROVIDER.

D. GreenThumb Revenue, LLC shall not have any liability under these Terms of Service for any disclosure

or modification of Client Data, or for any consequences that may arise from such modifications (including, but not limited

to, incorrectly modified or lost data), in either case, made by means of access to the APIs by or on behalf of Client, or

by means of access by any third party to the extent such third party obtained access to the APIs as a result of disclosure

by Client of Office Keys, user IDs or passwords to such third party, any breach of these Terms of Service by Client, or any

negligence by Client, its employees, agents or representatives.

E. This Section 6.4 sets forth the full extent of GreenThumb Revenue, LLC’s liability for damages resulting

from these Terms of Service, regardless of the form in which such liability of claim for damages may be asserted. The

provisions allocate the risks between GreenThumb Revenue, LLC and Client. The parties agree that GreenThumb

Revenue, LLC’s pricing and other terms and conditions reflect the allocation of risk and the limitation of liability specified

herein, and Client acknowledges that without such limitation on liability and Client’s agreement to maintain redundant

copies of all data provided to GreenThumb Revenue, LLC in connection with the Services, GreenThumb Revenue, LLC

would not have granted Client access to, or allowed Client to use, the Hosted Programs or Third Party Services.

7. GENERAL TERMS

7.1. Trademarks and Publicity. Except for linking to GreenThumb Revenue, LLC web sites, Client may not

use any GreenThumb Revenue, LLC logo or trademark, whether or not such mark(s) are registered, without prior written

approval from GreenThumb Revenue, LLC. This includes use on printed materials of any kind as well as electronic

mediums such as internet web pages or email. Furthermore, the use of the GreenThumb Revenue, LLC name (or any

derivative thereof) in Client’s URL, Business Name, or the names of any add-on products or services Client may be offering

independent of GreenThumb Revenue, LLC is strictly prohibited. Additionally, using the GreenThumb Revenue, LLC name

in paid targeted keyword advertising campaigns on search engines is also prohibited. Client shall not use GreenThumb

Revenue, LLC’s name, nor any adaptation or variation thereof, in any advertising, promotion or sales literature without

GreenThumb Revenue, LLC’s prior written consent in each instance.

7.2. Governing Law and Dispute Resolution. These Terms of Service, and all matters arising out of or relating

to these Terms of Service, shall be governed by the laws of the State of New York applicable to contracts made and

wholly performed in such state. Any controversy or claim arising out of or relating to the Terms of Service, or breach

thereof, shall be submitted to the following procedure: (i) direct negotiation in a settlement conference to be scheduled

as soon as possible after the dispute arises;

(ii) if no resolution is reached within sixty (60) days of the settlement conference, the parties will submit the dispute to

non-binding mediation in Salt Lake County, Utah under the mediation rules of the American Arbitration Association; and

(iii) if no settlement is reached within sixty (60) days of the start of mediation, either party may seek legal redress in a forum

of competent jurisdiction.

7.3. U.S. Government. The Hosted Programs and accompanying documentation are commercial

computer software and documentation developed exclusively at private expense and in all respects are proprietary

data belonging to GreenThumb Revenue, LLC. If the Hosted Programs and accompanying documentation are used

under the terms of a DoD or civilian agency contract, use, reproduction and disclosure of such software and

documentation by the Government is subject to the restrictions set forth in these Terms of Service in accordance with 48

C.F.R. 227.7202 or 48 C.F.R. 12.212, respectively.

7.4. Other Terms.

A. The waiver by either party of any default or breach of these Terms of Service shall not constitute a

waiver of any other, or subsequent, default or breach.

B. Except for actions for breach of GreenThumb Revenue, LLC’s proprietary rights in the Hosted Programs,

no action, regardless of form, arising out of these Terms of Service may be brought by either party more than one year

after the cause of action has accrued.

C. These Terms of Service constitutes the complete agreement between the parties and supersedes all

prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof.

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D. GreenThumb Revenue, LLC may assign these Terms of Service or any rights or obligations under these

Terms of Service to a third party. Client may not assign these Terms of Service or any rights or obligations hereunder

without the prior written consent of GreenThumb Revenue, LLC, which consent shall not be unreasonably withheld or

delayed; any such assignment without the prior consent of GreenThumb Revenue, LLC shall be void. GreenThumb

Revenue, LLC may use subcontractors to perform services under these Terms of Service; provided, however, that such

subcontracting shall not relieve GreenThumb Revenue, LLC from responsibility for performance of its duties hereunder.

E. GreenThumb Revenue, LLC has no obligation to any third party by virtue of these Terms of Service,

including any patient of any Client. Providers of Third Party Services shall be third party beneficiaries to these Terms of

Service with respect to the services

provided to Client.

F. If any of the provisions of these Terms of Service shall be invalid or unenforceable, such invalidity or

unenforceability shall not invalidate or render unenforceable the entire these Terms of Service, but rather the parties

hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision

that will achieve, the fullest extent possible, the economic, business and other purposes of these Terms of Service.

G. GreenThumb Revenue, LLC may modify or amend the Business Associate Agreement between the

parties, these Terms of Service and the terms applicable to any Third Party Services (including the Terms of Use applicable

thereto) upon written notice, e-mail or otherwise, to Client. Following any such notification, Client shall have the right for

a period of thirty (30) days from receipt to inform GreenThumb Revenue, LLC in writing that it does not accept the

modification or amendment. If Client does not notify GreenThumb Revenue, LLC in writing that it does not accept such

modification or amendment within such thirty (30) day period, and continues to access and use the Hosted Programs

and/or receive the RCM Services, this shall be deemed agreement by the Client to the modification or amendment. If

Client properly notifies GreenThumb Revenue, LLC that it does not accept the new terms within the thirty (30) day period,

then Client may continue to access and use the Hosted Programs, and receive the RCM Services until the end of Client’s

then-current term, at which time Client’s access to and use of the Hosted Programs shall terminate.

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