User Agreement

By accepting this terms and conditions of this User Agreement (the "Agreement") with Claimat . ("Claimat"), Claimat will provide you with access to internet or secure file transfer based electronic data exchange services (the "Claimat Services" or "Services") through the Claimat website or secure server (the "Website"), as selected by the particular payor ("Payor") with which you have a provider contract and that has contracted with Claimat or one of its electronic data interchange vendor partners ("EDI Vendor Partners"). For purposes of this Agreement, "you" means a health care provider, Professional Corporation or other professional organization, clinic, hospital or other health care facility or billing company legally authorized to enter into a binding contract with Claimat for the provision of the Services. You and Claimat may together be referred to as the "Parties." Please review this Agreement every time you use this Website, since there may be changes and updates from time to time. If you do not agree to this Agreement, please do not use this Website. If you use this Website, you will be deemed to agree to this Agreement.

DO NOT USE THIS WEBSITE FOR A MEDICAL EMERGENCY. IF YOU ARE A CONSUMER AND YOU HAVE AN URGENT, IMMEDIATE OR EMERGENCY MEDICAL SITUATION, CONTACT YOUR HEALTHCARE PROVIDER OR CALL 911 OR THE LOCAL EMERGENCY NUMBER IMMEDIATELY. IF YOU ARE A PROVIDER AND NEED TO CONTACT A PAYOR IN AN EMERGENCY, DO SO DIRECTLY BY TELEPHONE OR OTHER MEANS.

Claimat SERVICES

Information on this Website.

This Website provides information about Claimat and the Claimat Services, as well as access to the Claimat Services. The Services are facilitated through the use of Claimat's exchange (the "exchange").

No Advice, Diagnosis or Treatment.

This Website does not provide any means for immediate communication with Payors, and does not provide advice or information concerning your patients' medical treatment or diagnosis. [Articles, commentary, and other information contained on this Website are intended to be for general academic and illustrative purposes; they are not intended to guide the treatment or diagnosis of any individual.] You remain responsible for the specific examination, advice, evaluation, diagnosis and treatment of your patients.

Claimat Services.

Claimat will provide you with access to the Services selected by the applicable Payor(s), which may include eligibility verification, benefit inquiry, referral and pre-certification submission and inquiry, claims and encounter data submission, remittance advice and status, and services added to this Agreement by Claimat from time to time. You must supply us with accurate registration information including email address, phone and fax numbers and that you inform us of any changes in that registration information. You authorize us to contact you and your staff from time to time regarding your use of the Services and the Website. It is your responsibility to notify Claimat if your email address or any other registration information changes. It is your responsibility to receive all emails sent by Claimat to the email address you provide, including setting your email software to not "block" emails from Claimat.

Maintenance.

The Services and/or this Website may be temporarily unavailable from time to time due to periodic maintenance, upkeep and updating performed by Claimat, a Payor or an EDI Vendor Partner.

Internet Use.

You should be aware of the general risks of transmitting information over the Internet. You are responsible for implementing sufficient procedures to satisfy your requirements for backing up of data and protection from "viruses," "worms," "trojan horses" or other malicious or damaging computer software. In addition it is your responsibility to safeguard the secrecy of your user ID and password.

Prohibited Activities.

The following activities are not permitted on this Website and are a material breach of the Agreement:

• Using this Website for any purpose in violation of local, state, national or international laws; or
• Collecting information about others without their written consent; or
• Engaging in any other conduct that is contrary to the purpose of this Website or, as determined by Claimat in its sole discretion, exposes Claimat, any Payor any EDI Vendor Partners or any other person or entity related to this Website to any liability or detriment.

Payor Responsibility.

You acknowledge that our Services act solely as a data exchange service between the applicable Payor or EDI Vendor Partner and you, and that the applicable Payor and or EDI Vendor Partner is responsible for:

• Provision of complete and accurate data and information to Claimat for use in connection with the Claimat Services, including without limitation, eligibility data, benefit information and provider directories.
• Performance of all functions requiring active processing by the Payor, including without limitation, processing of and payment for claims submitted to such Payor through this Website (a "Claim") and processing referral requests.
• Claimat and its EDI Vendor Partners are not responsible for any acts or omissions with respect to the Payor responsibilities described above or for any damages you incur as a result thereof.
• The applicable Payor may not be responsible for any acts or omissions with respect to its responsibilities and for damages you incur as a result thereof. Please review the terms of your payor agreement and all Payor specific disclaimers displayed in message responses transmitted through this site.
  • Proper data entry and coding and submission of only valid data in accordance with your provider contract with the applicable payor;
  • Maintenance of detailed records of all information submitted and received. Claimat is not responsible for the maintenance or storage of your records and may not retain your records except as necessary to carry out its obligations to Payors;
  • Confirming the accuracy of clinically-determinative data and information submitted to and received from Payors through this Website; and

Notifying the applicable

Payor of and rectifying any inconsistent or incorrect data or payment submitted to or received from or relating to data submitted to such Payor through this Website. You are responsible for any acts or omissions of your employees and agents relating to your responsibilities, including without limitation, data entry errors, and for damages incurred as a result thereof.

Payor Specific Obligations.

In addition to your other obligations under this Agreement, you agree to comply with the terms and conditions of your provider contract with each payor and any applicable customer, user or vendor agreement prescribed by or on behalf of such Payor(s) in connection with accessing its database.

OBLIGATIONS AND ACTIVITES RELATED TO HIPAA

Definitions.

You are a covered entity as defined in 45 Code of Federal Regulations ("CFR") 160.103 and the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Privacy Rule") promulgated under Subtitle F of Title II of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Pursuant to this Agreement, Claimat is your business associate as defined under HIPAA. You shall provide individually identifiable health information, or Protected Health Information ("PHI") as defined in HIPAA, to Claimat when using Claimat Services.

Permitted Uses and Disclosures.

Permitted Uses and Disclosures. Except as otherwise limited in this Agreement, Claimat may use or disclose PHI:

• To perform functions, activities or services for you or on your behalf as specified in this Agreement, provided that such use or disclosure would not violate the HIPAA Privacy Rule, or as otherwise required by law; or
• To conduct proper management and administration of Claimat or the Services; or
• To carry out the legal responsibilities of Claimat.

Use and Disclosure Limitations.

Claimat shall not use or disclose any PHI in any manner other than as permitted by the terms of this Agreement or as may be required by law. Claimat shall report to you any use or disclosure of PHI in its possession of which it becomes aware that is not permitted by the terms of this Agreement or as may be required by law.

Safeguards.

Claimat shall implement and maintain appropriate safeguards to prevent the use or disclosure of PHI received from you other than as provided herein. Claimat shall provide you with information concerning such safeguards as you may from time to time reasonably request.

Inspection.

Claimat shall, upon reasonable written request, permit you to have access for inspection and copying, at your expense, to Claimat's facilities used for the maintenance or processing of PHI, and to its books, records, practices, policies and procedures concerning the use and disclosure of PHI, to determine Claimat's compliance with this Agreement.

Subcontractors or Agents.

Claimat shall ensure that any subcontractors or agents to whom it provides PHI received from you or on your behalf agree to the same restrictions and conditions that apply to Claimat under this Agreement with respect to such information in its possession.

Access to PHI.

Upon your written request, Claimat shall make available within 30 days of its receipt of such request a designated record set ("Designated Record Set"), as defined in the HIPAA Privacy Rule, containing PHI maintained by Claimat as necessary for you to respond to individuals' requests for access to information about them as required by law.

Amendment to PHI.

Upon your written request, Claimat shall incorporate any amendments or corrections or deletions to PHI maintained by Claimat in a Designated Record Set in its possession in accordance with HIPAA.

Accounting of Disclosures.

Upon your written request, Claimat shall make available within 30 days of its receipt of such request the information required for you to provide an accounting of disclosures in accordance with the HIPAA Privacy Rule.

Compliance Review.

Claimat shall make its internal practices, books and records relating to the use and disclosure of PHI received from you available to the Secretary of Health and Human Services for the purpose of determining your compliance with the HIPAA Privacy Rule.

Disposition of PHI Upon Termination.

Upon the termination of this Agreement, Claimat shall return or destroy all PHI received from you or created on your behalf, if feasible. If return or destruction of all PHI is not feasible, Claimat shall extend the protections of this Agreement so long as Claimat maintains PHI, and shall not further disclose such PHI.

Copy of Notice.

You shall provide Claimat with the notice of privacy practices for PHI that you produce as required under HIPAA, as well as any changes to such Notice.

Restrictions and Modifications - Your Responsibility.

You shall notify Claimat of any restriction to the use or disclosure of PHI that you have agreed to in accordance with 45 CFR 164.522. You shall also provide Claimat with any changes in, or revocation of, permission by individuals to use or disclose PHI about them, if such changes affect Claimat's permitted or required uses and disclosures.

Laws and Regulations - Your Responsibility.

You shall provide notice to Claimat of any laws or regulations applicable to you with which Claimat must comply in fulfilling Claimat's obligations under this Agreement.

State Confidentiality and Privacy Laws.

Each party agrees that in receiving, storing, processing or otherwise dealing with information about your patients in connection with the Services, such party is fully bound by the provisions of the state statutes and regulations governing confidentiality and privacy, to the extent they are "more stringent" than the HIPAA Privacy Rule as defined in 45 CFR 160.202. You are responsible for obtaining any patient consents or authorizations that may be necessary under state or federal laws or regulations for the disclosure of patient identifying information to Claimat, and you warrant that any such consents or authorizations have been obtained prior to the transmission of such information through this Website.

Other Laws.

In addition to its obligations under this Agreement related to HIPAA and state confidentiality and privacy laws, Claimat will take commercially reasonable security measures to protect personally identifying information including security measures imposed on Claimat by other applicable United States laws, regulations and rules.

PAYMENT

You must provide

Claimat with a valid credit card number or bank account draft agreement for the payment of all fees and other amounts due hereunder. You hereby authorize Claimat to charge such credit card or to draft such bank account monthly for all fees and other amounts due hereunder. In consideration for the Claimat Services provided hereunder, you agree to pay to Claimat the applicable fees and charges set forth on each Order Form, including without limitation, the implementation and mapping fees, monthly services fees and volume based service fees specified thereon. The monthly services fees and volume-based services fees set forth on each Order Form will automatically increased to reflect Claimat's then-applicable standard fees on each annual renewal date. The Implementation and or mapping fees set forth on each Order Form will be due and payable by you at the time of execution of the Order Form by you. The monthly services fees and volume-based services fees set forth on each Order Form will be invoiced on a monthly basis. Additional providers added at your request after Order Form execution and/or account Implementation will be billed at the per provider rate specified on the applicable Order Form, as applicable. It is your responsibility to notify Claimat In writing of any provider to be deleted from the monthly services fee and such notice must be given in writing prior to the applicable month for which the deletion is effective.

You will supply to Claimat

all data (the "User Data"), in such format as requested by Claimat, reasonably required by Claimat in order to provide the Claimat Services. You will be solely responsible for the accuracy and adequacy of all User Data provided to Claimat.

You are responsible

for listing all payers targeted for claim submission

You must read and agree to the Claimat

User Agreement posted on the Claimat Home Page prior to using Claimat Exchange.

Users that perform claim

file upload of HCFA format or any other format that requires mapping are responsible for informing Claimat of any change in hardware of software that may impact the mapping of their claims. If files require remapping a fee equal to the "mapping fee" that is posted on the Claimat Website at the time of the re-mapping will be charged to your credit card.

Term and Cancellation Policy for Claimat Services.

The initial term of this Agreement will be One (1) year beginning on the date you sign for Claimat (the "Effective Date"); provided, that upon the expiration of such initial term and each subsequent renewal term thereafter, this Agreement will automatically renew for successive terms unless either party provides the other party written notice of non-renewal at least Ninety (90) calendar days prior to any renewal date. You may cancel anytime during the term with Ninety (90) days prior written notice. You will not be liable for any additional membership fees 90 days after cancellation (although you will be responsible for any other charges you may incur should you access the account prior to account deactivation). Mapping and Implementation fees are not refundable.

Enrollment.

For most Medicare, Medicaid, Blue Cross Blue Shield and a select group of Commercial Plans, enrollment with the Payer is required.

Transaction Rules.

A provider is defined as a distinct and single provider who is licensed to provide medical care or medical services. There is no limit on non-sponsored or free claims. A per transaction fee is charged for each non-sponsored claim and any claims that exceed the monthly limit. Per claim fees for claims that exceed the monthly limit are billed at the non-sponsored claim fee rate. If your Medicare intermediary is a sponsored intermediary, then Medicare claims are included in monthly fee, but per provider claim limits may apply (contact your Claimat sales associate). If your Medicare Intermediary is non-sponsored then a per claim fee applies. All Medicaid claims are non-sponsored and subject to per claim fees. "All Claim Plans" is defined as plans that Claimat can submit to either via EDI or Paper Electronic. Where per transaction (claim) fees apply, the price per claim is Twenty Cents ($0.20).

GENERAL

Term and Termination.

This Agreement takes effect once you indicate your acceptance below (the "Effective Date"). The initial term of this Agreement shall be for One (1) year from the Effective Date and shall automatically renew for additional One (1) year terms unless earlier terminated. Either party may terminate this Agreement upon Thirty (30) days prior written notice for any reason. If you materially breach your obligations under this Agreement, Claimat may terminate this Agreement immediately upon written or electronic notification to you. If a Payor directs that your access to its database be terminated for any reason, or if a Payor breaches its obligations to Claimat or Claimat's agreement with a Payor terminates for any reason, Claimat may terminate this Agreement as to such Payor immediately upon written or electronic notification to you.

Compliance With User Agreements of Subcontractors.

In connection with providing the Services, Claimat is making available to you products provided by certain subcontractor(s) of Claimat:. By accepting this Agreement, you also accept and agree to comply with the user agreements of the Subcontractor(s), the terms of which are hereby incorporated by reference.

Monitoring Website.

Claimat may track the visits to this Website by domain or other point of entry, and may compile aggregate de-identified patient data and information concerning the use of this Website. This Website is intended for use only by individuals over the age of 18. This Website does not collect any information from children. If a parent learns that information has been submitted identifying their child, the information will be deleted upon contact from the parent.

No Accreditation.

Claimat does not accredit or otherwise determine the qualifications of Payors or providers. Claimat is not responsible for communications, payments or actions of others, including Payors, EDI Vendor Partners and their employees, affiliates or agents.

Links and Advertisements.

This Website may contain advertisements by or on behalf of third parties. The advertisements may be linked to other websites. Claimat may also provide links to other websites, for your convenience. However, Claimat does not review, credential, accredit or approve the content of or any product or service available from or through linked websites. The use of any such websites is at your risk, and is subject to the terms of use applicable to such websites.

DISCLAIMER OF WARRANTIES.

CLAIMAT MAKES NO WARRANTY OF ANY KIND CONCERNING THE FUNCTIONING OF THE SERVICES OR THIS WEBSITE, OR THE INFORMATION CONTAINED ON THIS WEBSITE OR ANY OTHER INTERNET SITES LINKED TO IT IN ANY WAY. CLAIMAT DISCLAIMS ALL LIABILITY FOR ANY DIAGNOSIS, TREATMENT, DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION OBTAINED THROUGH USE OF THIS WEBSITE. IN USING THE SERVICES OR THE WEBSITE, YOU RECOGNIZE AND ASSUME THE RISK OF MISTRANSMISSION, INTERRUPTION AND CORRUPTION OF DATA. OPERATION OF THIS WEBSITE AND ANY INFORMATION ON THIS WEBSITE IS PROVIDED "AS IS," AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES CONCERNING NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ARE DISCLAIMED.

Insurance.

You shall procure and maintain, at your sole expense, medical malpractice or professional liability insurance and comprehensive general and/or umbrella liability insurance, in each case in amounts and having policy terms that are customary for similarly situated providers in your community.

Force Majeure.

Claimat is not responsible for delays or failures in performance of its obligations under this Agreement due to acts or events beyond its control, including without limitation, acts of nature, natural disasters, governmental actions, civil disturbances, transportation problems, power interruption, communication disruptions, supply disruptions, fire, labor disputes or shortages or acts of Payors and EDI Vendor Partners or any other third parties.

Independent Contractors.

The relationship between the parties and between Claimat and the Payors and EDI Vendor Partners or any other third parties with which it contracts is solely that of independent contractors, and nothing in this Agreement or otherwise shall be construed or deemed to create any other relationship, including one of employment, agency or joint venture.

Entire Agreement; Modification.

This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of either party shall be deemed to bind the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except in a writing signed by each of the parties to this Agreement.

Choice of Law; Jurisdiction; Service of Process.

The Parties acknowledge that this Agreement shall be construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions thereof. The Parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in Los Angeles County, California, in any action arising out of or relating to this Agreement and waive any other venue to which either party might be entitled. The parties further agree to accept and acknowledge service of any and all process which may be served in any suit, action or proceeding, and agree that service of process upon each other mailed by certified mail to each other's address shall be deemed in every respect effective service of process in any such suit, action or proceeding.

Dispute Resolution.

Any controversy, claim or dispute arising out of or relating to this Agreement shall be settled in the following order of preference:

• By good faith negotiation between representatives of the Parties who have authority to fully and finally resolve the dispute;
• If necessary, by non-binding mediation at a location acceptable to both Parties in Los Angeles County, California. using a neutral mediator. In any mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs; or
• As a last resort only, by binding arbitration in Los Angeles County, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association, with the following exceptions if in conflict:
  • one arbitrator shall be chosen by the American Arbitration Association;
  • each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and
  • arbitration may proceed in the absence of any party if written notice (pursuant to the Arbitrator's rules and regulations) of the proceeding has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding brining an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Construction.

In the event of a dispute hereunder, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any Party hereto on the ground that such party drafted or caused to be drafted this Agreement or any part hereof, nor shall any presumption or burden of proof or persuasion be implied by virtue of the fact that this Agreement may have been prepared by or at the request of a particular Party or its counsel.

Indemnification.

You agree to, and will indemnify, defend and hold harmless Claimat and its directors, shareholders, officers, agents, employees, successors and assigns from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including attorneys' fees and expenses) and other liabilities arising from, in connection with or related in any way to, directly or indirectly,

• its performance with this Agreement
• any breach or alleged breach of any of the representations and warranties, undertakings or agreements made by it under this Agreement, its activities under this Agreement, or
• any act or omission of its, its directors, officers, agents, employees or subcontractors. Claimat will promptly notify you of any such claim. You will bear full responsibility for the defense (including any settlements); provided however, that
  
  (i) You will keep Claimat informed of, and consult with Claimat in connection with the progress of such litigation or settlement; and
  (ii) You will not have any right, without Claimat's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Claimat.

LIMITATION OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, IN NO EVENT WHATSOEVER SHALL THE CUMULATIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES OR AGENTS HEREUNDER EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO THE COMPANY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR DIRECT DAMAGES IN EXCESS OF THE AMOUNTS PAID BY YOU FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER INCLUDING WITHOUT LIMITATION LOSS OF INCOME, DATA OR GOODWILL, INFORMATION, DOWNTIME OR COSTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ANY LIABILITY ON THE PART OF CLAIMAT ARISE OUT OF ANY CLAIMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS WHICH ARE REJECTED OR DENIED. YOUR SOLE REMEDY FOR ANY DAMAGE RESULTING FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF THIS WEBSITE OR ANY INFORMATION ON THIS WEBSITE SHALL BE THAT Claimat SHALL UNDERTAKE REASONABLE COMMERCIAL EFFORTS TO CORRECT ANY NONCONFORMITIES IN THE OPERATIONS OF THIS WEBSITE OR THE Claimat SERVICES. Claimat SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR CLAIM OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF THIS WEBSITE OR ANY INFORMATION ON THIS WEBSITE, EVEN IF Claimat HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Claimat'S LIABILITY RELATED TO THE SERVICES PROVIDED TO YOU EXCEED $0.001 PER TRANSACTION. YOU AND Claimat AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND Claimat AND REFLECTS THE FACT THAT YOU ARE NOT CHARGED A FEE TO USE THIS WEBSITE. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, Claimat WOULD NOT PROVIDE YOU WITH ACCESS TO THIS WEBSITE OR THE Claimat SERVICES.

Notices.

Any notice or other document to be given or to be served upon Claimat, Inc. in connection with this Agreement shall be in writing to 124 North Rios Avenue, Solana Beach, California 92075. All such Notices will be deemed effective one day after delivery or three days after mailing. Any notice or other document to be given or to be served upon you shall be sent to your last known address. Any Party may, at any time by giving Five (5) days prior written notice to the other Party, designate any other address in substitution of the address stated above to which such notice will be given. It is your responsibility to notify Claimat of any change of your address.

General.

Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. This Agreement may be signed in counterparts, which together shall constitute one Agreement. This Agreement and each party's obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

Assignment.

You may not assign any of your rights and responsibilities under this Agreement to any person or entity without the prior written consent of Claimat, which consent shall not be unreasonably withheld. Claimat may assign this Agreement without your consent.

Severability.

Each provision of this Agreement is intended to be severable from each other provision, and the validity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof.

Copyright.

This Website is the property of Claimat. All rights are reserved. Any copying, transmission or other publication or other unauthorized use of the contents of this Website is strictly prohibited.

Survival.

The provisions of Sections B.3, B.4, C.11, E.1 - E.21. shall survive termination of this Agreement for any reason.