Effective Date: May 15th, 2018

This Agreement is made between Independent Health Association, Inc. (together, with its affiliates and subsidiaries, “Independent Health” or “us” or “we”) and enrollees of health plans operated or administered by Independent Health (“you”) and governs your use of the tool developed by Brook, Inc. (“Brook”) for the management of certain chronic health conditions (the “App”) with enhancements made available to you through Independent Health (the “Service”). The Agreement applies in addition to, and is not intended to replace, any other agreement that may apply in connection with the products and services provided by Independent Health to you, including the Policies and Disclaimers or the use of the Service.

Before using the Service, please read these Terms of Use, the Policies and Disclaimers, HIPAA Privacy Statement and the Mobile Privacy Security Statement (collectively, the “Agreement”).

Your use of the Service is conditioned on your acceptance of this Agreement. If you don’t accept these terms, you may not use the Service made available by Independent Health.

Registration and Requirements. To use the Service, you must (i) be an enrollee of health plans operated or administered by Independent Health; (ii) verify your enrollment by _entering your name, date of birth & Independent Health member identification number; (iii) be at least 18 years of age or older, (iv) have a smartphone, tablet or personal computer; and (v)within sixty (60) days of initial enrollment verification, either create an account with Independent Health, establish a username and password (your “Account”) and link your Account to the App, or link your existing Account to the App. You cannot use the Service otherwise. In addition, when using the Service, you may be required to provide an additional unique identifier, password, PIN or token (such user name, password and other identifiers, collectively, “Credentials”). You will adopt and maintain reasonable and appropriate security precautions for your Credentials to prevent their disclosure to or use by unauthorized persons. You agree that you will not share your Credentials with any other person, and assume all responsibilities for and all risks of loss from providing your Credentials to any third party, including any website that spoofs or otherwise imitates the Service, or by linking to third party websites from unauthorized email, and you hereby release Independent Health from all liabilities and obligations in connection with such actions. To help safeguard your security, you should change your password frequently.

1. Pilot Program/No Medical Services Provided. The Service is part of an early-release pilot program. While Independent Health and Brook are constantly working to improve the features and functionality of the Service, there may be delays, omissions or inaccuracies in the information provided. The information is not to be construed as an endorsement or recommendation, but solely as a resource to you. You acknowledge that the Service is only intended as a means of assistance and management for certain chronic conditions, as the App may be updated and enhanced from time to time. The Service is provided for informational purposes only. It is not, and is not intended as, a substitute for your in-presence, qualified professional medical diagnosis, advice, guidance or treatment. Always seek the advice of a physician or qualified health care professional for any medical or health related issues. You agree that Independent Health is not responsible for any inaccuracies that result from the use of the Service.

2. Privacy and Security. Independent Health may use the information collected in connection with your use of the Service to communicate with you, respond to your requests, complete transactions, update you about new features and benefits, and improve the Service, our website and our apps. Consult your agreements with Brook to learn more about how Brook and treats the information collected in connection with your use of the Service.

3. Third-Party Security Settings. Once you enable the Service, you are authorizing Independent Health and Brook to provide information to the device based on the device’s security settings. For example, the settings on your device may allow the device to retrieve information about your Account based on use of your device, or to provide information to your Account. By enabling Service, you are responsible for how the Service is used.

4. Release of Your Information to Brook. Your use of the Service is also subject to the Brook Terms of Use . By using the Service, you acknowledge that Brook maintains separate terms concerning its use of information that it receives or stores in connection with such use. The information communicated to and requested from Independent Health in connection with your use of the Service may contain Protected Health Information (as defined under the Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, each as amended) and will be transmitted to Brook. By installing or using the Service, you are authorizing Independent Health to perform the actions and/or share with Brook the information communicated to Independent Health, or requested from Independent Health, including PHI.

5. Contacting You. We may seek your constructive feedback on the Service, including problems you encounter, aspects that work well, and suggestions for improving it. You agree that Independent Health may email you from time to time about your experience with the Service.

6. Changes or Amendments. We may change, suspend, or discontinue the Service, or any part of it, at any time without notice. We may amend any of this Agreement’s terms at our sole discretion by posting the revised terms on our website. Your continued use of the Service after the effective date of the revised Agreement constitutes acceptance of the terms.

7. Termination/Suspension. Your rights under this Agreement will automatically terminate without notice if you fail to comply with any of its terms. In case of such termination, we may immediately revoke your access to the Service. We may also suspend access to the Service pending your cure of any breach of this Agreement, or in the event we determine in our sole discretion that your access to or use of the Service may jeopardize the Service or the confidentiality, privacy, security, integrity or availability of information within the Service, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Service with any Credentials assigned to an Account. Our election to suspend the use of the Service shall not waive or affect our rights to terminate this Agreement.

8. Compliance with Law. You are solely responsible for ensuring that your use of the Service complies with applicable law and regulations.

9. Disclaimer of Warranty and Limitation of Liability. ACCESS TO THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN THE SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SERVICES. Without limiting the Disclaimer of Warranties and Limitation of Liability terms SET FORTH ABOVE, and unless otherwise required by applicable law, in no event will INDEPENDENT HEALTH’S aggregate liability with respect to any claim arising from or relating to this Agreement or your use of THE SERVICE exceed fifty dollars ($50.00).

10. Unavailability. The Service may be unavailable when systems require maintenance or upgrades or major unforeseen events occur, such as earthquakes, fires, floods, computer failures, interruptions in telephone or other telecommunications service, electrical outages, civil unrest or riots, war, or acts or threaten acts of terrorism or other circumstances beyond our control. We shall have no liability for interruptions or delays in the Service due to any such unavailability.

11. Governing Law; Jurisdiction; Venue:This Agreement shall be governed by the laws of the State of New York, notwithstanding conflict of law rules. You agree that all disputes arising out of or related to your use of the Service shall be heard in the state or federal courts located in Erie County, New York, and you irrevocably and unconditionally submit to the exclusive jurisdiction and venue of such courts.

12. Severability. In the event any of the provisions of this Agreement shall be held to be unenforceable, the remaining provisions shall be unimpaired, and the unenforceable provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision.

13. Survival. Sections in this Agreement concerning use of information, compliance with law, disclaimer of warranty, governing law and jurisdiction shall survive the termination of this Agreement for any reason.

14. Electronic Records. Independent Health may adopt or accept authentication procedures and security procedures to: (a) verify the identity of a sender of agreements, disclosures, notices, records or data (“Electronic Records”) , (b) determine the Electronic Record has not been altered during electronic transmission or storage, and (c) authenticate the sender’s Electronic Signature and attribute the Electronic Record to such sender, which authentication procedures may be logically associated with such Electronic Records. You may adopt as your signature an electronic identification consisting of symbol(s) or code(s) or by clicking on an “accept” or similar button, or providing a unique identifier, password, PIN or token (“Electronic Signatures“). To the extent permitted by applicable law, such Electronic Signature shall be sufficient to verify and authenticate your identity and to evidence your acceptance of and agreement to be bound by the terms and conditions of such Electronic Record.

Authorization to Disclose Protected Health Information

By proceeding with your registration to the use the Service [and clicking “I agree”], you authorize of Independent Health Association, Inc. (together with its affiliates and subsidiaries, “Independent Health”) to use and disclose your health information to Brook, Inc. (with its affiliates and subsidiaries, “Brook”) in connection with your use of the Service. Completion of this authorization form is voluntary. You may refuse to agree to this authorization, but then you will not be able to use the Service. Signing or not signing this form will not affect any payment, enrollment or eligibility for benefit decisions made by Independent Health. Because Brook is not a health care provider or health plan covered by federal privacy regulations, you acknowledge that the information described in this authorization may be disclosed by Brook to other individuals or institutions and no longer protected by these regulations. Please see Brook’s Terms of Use and Privacy Policy for further information concerning its use and disclosure of your information.

This authorization will expire one year from the date of your registration to use the Service, unless revoked. Upon such date, your access to the Skill will be suspended until a new authorization is delivered.

You may revoke this authorization in writing at any time by sending Independent Health a letter or calling Independent Health’s Member Services Department at (716) 631-8701 or 1-800-501-3439, Monday –Friday, 8 a.m.–8 p.m. Telecommunications Device for the Deaf (TDD): (716) 631-3108 or 1-800-432-1110. Your revocation notice will not apply to actions taken by the requesting person/entity prior to the date we receive your written request to revoke this authorization. Your revocation notice will result in the termination of your ability to use the Service.