These Authorized User Terms of Use (Terms) govern your access to and use of the Tebra platform and services (Service) provided to you (“you“, “your” or “Authorized User“) for use pursuant to and subject to a customer agreement (Customer Agreement) between Tebra Technologies, Inc. (Tebra) and your medical practice (Practice), or between Tebra and your Practice’s billing or management company (Billing Company), as applicable.

BY USING THE SERVICE, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY YOUR PRACTICE OR YOUR PRACTICE’S BILLING COMPANY TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SERVICE.

1. Tebra Software Services. These Terms provide you with access and use of Tebra’s Service, as specified in the Customer Agreement between Tebra and your Practice or Billing Company. Your use of the Service is also governed by our Privacy Policy, Pricing Policy, Customer Care Policy, and Security Notice, as they each may be modified over time. If your Practice has entered into a separate order form or customer agreement with Tebra directly (“Direct Practice Customer Agreement“), the Tebra Terms of Service govern your use of the Service pursuant to such Direct Practice Customer Agreement.
2. License Grant. Subject to your compliance with these Terms, Tebra hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Service within the United States solely for your internal business purposes. The foregoing license will terminate immediately on the earlier to occur of: (a) the expiration or earlier termination of the Customer Agreement between Tebra and your Practice or Billing Company; or (b) your ceasing to be authorized by your Practice or Billing Company to use the Service.
3. Use Restrictions. You shall not, directly or indirectly:
   1. share your account credentials with another individual or entity, or otherwise make the Service available to anyone other than yourself;
   2. sell, resell, rent, or lease the Service, or use the Service beyond its internal operations;
   3. use the Service to store or transmit unsolicited marketing emails or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights);
   4. interfere with or disrupt the integrity or performance of the Service;
   5. attempt to gain unauthorized access to the Service or its related systems or networks;
   6. modify, copy the Service, or create derivative works based on the Service or any part, feature, function, or user interface;
   7. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Service or remove or modify any proprietary marking or restrictive legends in the Service;
   8. use the Service in violation of any law; or
   9. access the Service to build a competitive service or offering.
4. Collection and Use of Information.
   1. Tebra may, directly or indirectly, collect and store information regarding use of the Service and about equipment on which the Service is installed or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Service.
   2. You agree that the Tebra may use such information for any purpose related to any use of the Service by you, including but not limited to: (i) improving the performance of the Service or developing updates; and verifying compliance with the terms of this Agreement and enforcing Tebra’s rights, including all intellectual property rights in and to the Service.
5. Intellectual Property Rights.
   1. You acknowledge that the Service is provided under license, and not sold, to you. You do not acquire any ownership interest in the Service under this Agreement, or any other rights to the Service other than to use the Service in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Tebra and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Service and all intellectual property rights arising out of or relating to the Service, subject to the license expressly granted to the Billing Company in this Agreement. You shall safeguard all your access to Service from infringement, misappropriation, theft, misuse, or unauthorized access.
   2. The Tebra, Kareo, Inc., and PatientPop, Inc. names and logos are trademarks or registered trademarks of Tebra (collectively, the “Tebra Trademarks”). You may not use our trademarks in connection with any product or service that is not the property of Tebra, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Tebra or its affiliates. Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Tebra Trademarks displayed on the Service, without Tebra’s prior written permission in each instance. All goodwill generated from the use of Tebra Trademarks will inure to Tebra’s exclusive benefit. Other company products and service names and logos used and displayed via the Service may be trademarks or registered trademarks of their respective owners and are used herein solely for descriptive purposes.
6. Disclaimers.
   1. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, TEBRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE OPERATION OF THE SERVICE, THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TEBRA DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. IN NO EVENT WILL TEBRA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE.
   2. YOU ARE PROVIDED THE SERVICE PURSUANT TO THE CUSTOMER AGREEMENT BETWEEN TEBRA AND BILLING COMPANY, SOLELY AT BILLING COMPANY’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY TEBRA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICE SHALL BE SOLELY TO BILLING COMPANY PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
7. Indemnification. You acknowledge that Tebra has no liability whatsoever related to any dispute between you and your Practice and/or Billing Company arising out of your access to or use of the Service pursuant to the Customer Agreement between Tebra and your Practice or Billing Company. Any such disputes must be resolved between you and Practice and/or Billing Company. You agree to defend (at Tebra’s option), indemnify, and hold harmless Tebra, including its officers, directors, employees, agents, successors, and assigns, from and against any and all disputes, claims, controversies, damages, costs, penalties, fines, and expenses (including reasonable attorney’s fees) arising out of or related to any dispute between you and your Practice and/or Billing Company.
8. Governing Law. This Agreement and any Dispute (as defined below) will be governed exclusively by the laws of the State of California, without regard to its conflicts of laws principles. The Federal District Court for the Central District of California or Orange County Superior court will be the exclusive venue for any resolution of any Dispute. The parties hereby submit to and consent irrevocably to the jurisdiction of such courts for these purposes. The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of any Dispute.
9. Disputes.
   1. Any and all disputes, claims, or controversies arising out of or relating to these Terms, including any conduct related to or arising out of these Terms following termination hereof (each, a “Dispute”), shall be handled as follows:
      1. the parties will submit the dispute to non-binding mediation in Orange County under the mediation rules of the American Arbitration Association (AAA); and
      2. 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.
   2. Either party may commence mediation by providing to AAA and the other party a written request for mediation, which must set forth the subject of the Dispute, the relief requested, and the factual and legal bases for such relief. The parties shall cooperate with AAA and with one another in selecting a mediator from the AAA panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share the costs of the mediation.
   3. If the Dispute is not resolved through mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of this Agreement. Notwithstanding this Section, either party may (i) terminate this Agreement according to its terms, or (ii) seek injunctive or equitable relief.
10. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE MEDIATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.
11. Miscellaneous.
    1. Entire Agreement; Waiver. These Terms constitute the entire agreement between you and Tebra and supersedes all prior or contemporaneous agreements, whether written or oral, related to this subject matter. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Convention on Contracts for the International Sale of Goods does not apply.
    2. Assignment. Tebra may assign or transfer these Terms to any third party without your consent. You may not assign or transfer these Terms to a third party without the prior written consent of Tebra. Any assignment in violation of this section shall be null and void.
    3. Severability. In the event any one or more of the provisions of these Terms shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of these Terms shall be unimpaired. Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that the other provisions of these Terms remains in full force and effect and enforceable.
    4. Changes. Notwithstanding anything to the contrary herein, these Terms are subject to change by Tebra on a going-forward basis in its sole discretion at any time. When changes are made to these Terms, Tebra will make a new copy of the modified Terms available on the Service and will also update the “Last Updated” date at the bottom of these Terms. Any changes to these Terms will be effective immediately for new end users and will be effective for continuing Authorized Users upon the earlier of: (i) thirty (30) days after posting notice of such changes on the Service for existing Authorized Users; (ii) thirty (30) days after dispatch of an e-mail notice of such changes to you; or (iii) you providing consent to the updated Terms in a specified manner, as applicable. Unless otherwise stated, your continued use of the Service constitutes your acceptance of such change(s). If you do not agree to any change(s) after receiving a notice of such change(s), then, notwithstanding anything to the contrary herein, your sole recourse is to terminate these Terms and discontinue using the Service. Please regularly check the Service to view the then-current Terms.
    5. Feedback. You may provide us with feedback, comments, or suggestions about the Service (Feedback) by emailing us, on our social media accounts, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. If you provide us with Feedback, then we may use such information without obligation to you.
    6. Beta Features. If you access or are invited to access any beta features on the Site (Beta Features), you acknowledge that: (a) Beta Features have not been made commercially available by Tebra; (b) Beta Features may not operate properly, be in final form, or be fully functional; (c) Beta Features may contain errors, design flaws, or other problems; (d) it may not be possible to make Beta Features fully functional; (e) use of Beta Features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) Beta Features may change and may not become generally available; and (g) Tebra is not obligated in any way to continue to provide or maintain Beta Features. Beta Features are provided AS IS, with all faults, and you assume all risk arising from use of Beta Features, including, without limitation, the risk of damage to your computer system or the corruption or loss of data.
    7. Consent to Electronic Communications. You hereby consent to receiving such communications for transactional, operational, or informational purposes. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider. You can opt out of receiving text messages at any time by following the given instructions for doing so. Note that opting out of receiving all texts may impact your use of the Service.
    8. Survival of Terms. All terms survive termination of these Terms that by their nature survive for a party to assert its rights and receive the protections of these Terms.