AUTHENTIC8 TERMS OF SERVICE

Last Updated: March 25, 2025

1. INTRODUCTION

These Terms of Service (“Terms”) govern your access to and use of the Authentic8 (“Portal”) operated by Elev8 Health Inc (“Company,” “we,” or “us”). The Portal provides authorized users the ability to view information related to Patient Access Services, including protected health information (“PHI”) and other documentation.

By accessing or using the Portal, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Portal.

We may modify these Terms from time to time. We will notify users of any material changes by posting the new Terms on the Portal and/or sending a notification. Your continued use of the Portal after such notice constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically for changes.

2. AUTHORIZED USERS AND ACCEPTANCE OF TERMS

2.1 Authorized Users

The Portal is available only to authorized users who have been granted access credentials by the Company. By agreeing to these Terms, you represent and warrant that:

You are an authorized representative of an organization with a business relationship with the Company
You have a legitimate business purpose for accessing information through the Portal
You will only access information that is necessary for your specific business functions
You have completed any required HIPAA and privacy training
You will maintain the confidentiality of your access credentials

2.2 Acceptance of Terms

You must accept and agree to these Terms and our Privacy Policy to access and use the Portal. You indicate your acceptance by clicking the “I Agree” button presented to you during the registration or login process.

By clicking “I Agree,” you acknowledge that you have read, understood, and agree to be bound by both these Terms of Service and our Privacy Policy. The Privacy Policy is incorporated by reference into these Terms and together they form a single, binding agreement between you and Elev8 Health Inc.

3. PERMITTED USE OF THE PORTAL

You agree to use the Portal solely for the purpose of:

Accessing information necessary for your legitimate business functions
Performing activities related to Patient Access Services
Assisting with insurance coverage processes
Coordinating patient care within your authorized scope
Other legitimate business purposes as defined in applicable agreements with the Company

3.1 Information Sharing With Third Parties

You acknowledge and agree that Elev8 Health Inc may share limited information, including certain PHI, with third-party companies we work with to provide, improve, and support our services, such as:

Medical device manufacturers and their representatives
Insurance companies and payers
Healthcare service providers
Technology and service vendors

All information sharing will be conducted in compliance with applicable laws, including HIPAA, and in accordance with the minimum necessary standard. Third parties receiving information will be subject to appropriate contractual obligations regarding the protection, use, and disclosure of such information. For more details on our information sharing practices, please refer to our Privacy Policy.

3.2 Intellectual Property and Software Protection

All intellectual property rights in the Portal, including but not limited to software, code, interfaces, content, and design, are owned by the Company or its licensors. You agree that you will not:

Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Portal
Modify, adapt, translate, or create derivative works based on the Portal
Copy, reproduce, distribute, republish, download, display, post, or transmit any portion of the Portal without prior written consent
Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices displayed in or along with the Portal
Transfer, sell, rent, lease, sublicense, or assign your access rights to the Portal
Use the Portal for any commercial purpose other than your authorized business functions

Any unauthorized use of the Portal’s intellectual property may result in termination of access and legal action.

3.3 Security Obligations

You agree that you will not:

Upload, transmit, or introduce any viruses, malware, spyware, ransomware, or other harmful code to the Portal
Use any robot, spider, scraper, or other automated means to access the Portal for any purpose
Bypass, disable, or otherwise interfere with any security-related features of the Portal
Attempt to probe, scan, or test the vulnerability of the Portal or breach any security or authentication measures
Conduct any penetration testing or security assessments without prior written permission from the Company
Interfere with or disrupt the Portal or servers or networks connected to the Portal
Take any action that imposes an unreasonable load on our infrastructure

You agree to promptly report any security vulnerabilities or breaches you discover to Compliance@elev8-health.com and to not disclose such vulnerabilities to third parties without our consent.

3.4 Data Export Restrictions

You agree not to:

Use automated tools to collect or harvest data from the Portal
Extract, download, copy, or export any data from the Portal except as expressly permitted for legitimate business purposes, and never engage in mass extraction beyond your authorized scope
Store exported data in unsecured locations or transmit it via unsecured methods
Use exported data for any purpose other than those explicitly authorized

Any data exported from the Portal remains subject to these Terms, applicable BAAs, and all relevant privacy laws and regulations.

3.5 Data License

You hereby grant Elev8 Health Inc and its authorized service providers a non-exclusive, worldwide, royalty-free right and license to use, copy, process, transmit, display, and store all data you input into the Portal for the purposes of:

Providing and operating the Authentic8 Portal and related Patient Access Services
Processing and submitting authorization requests, claims, and benefit verifications to payers and other relevant parties
Improving and optimizing the Portal’s functionality and user experience
Analytics, research, and service enhancement as described in our Privacy Policy
Fulfilling our contractual obligations to you and healthcare providers
Other purposes as described in our Privacy Policy

You represent and warrant that: (1) you have all necessary rights, permissions, and licenses to grant the rights granted herein; (2) your submission and our use of such data will not infringe any intellectual property rights or violate any privacy or other rights of any third party; and (3) all data you input complies with these Terms and all applicable laws, including HIPAA.

This license does not transfer ownership of your data to us. We will only use PHI in accordance with applicable privacy laws, our BAAs, and our Privacy Policy.

4. PROTECTION OF CONFIDENTIAL INFORMATION

4.1 Protected Health Information (PHI)

The Portal contains PHI protected under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and other applicable laws. By accessing the Portal, you acknowledge that:

You will access only the minimum necessary information required for your legitimate business purpose
You will not download, copy, or redistribute any PHI unless expressly authorized
You will report any unauthorized access or security incidents immediately
You will comply with all applicable privacy laws and regulations

4.2 User Responsibility When Uploading Information

Before uploading any information to the Portal, including PHI, you represent and warrant that:

You are authorized by your organization to upload such information
Your organization has obtained all necessary consents, authorizations, or permissions from patients or other relevant parties
To the best of your knowledge, the information being uploaded is accurate and complete
You have taken appropriate measures to secure the information during the upload process
Both you and your organization are in compliance with all applicable laws, including HIPAA, when uploading information

4.3 Confidentiality Obligations

You agree to:

Maintain the confidentiality of all information accessed through the Portal
Not disclose any PHI to unauthorized third parties
Implement appropriate safeguards to prevent unauthorized use or disclosure
Report any known or suspected breach of confidentiality immediately

5. USER RESPONSIBILITIES

5.1 Access Credentials

You are responsible for:

Maintaining the confidentiality of your username and password
Immediately notifying us of any unauthorized use of your account
All activities that occur under your account

5.2 Access Logging and Monitoring

You acknowledge that:

All Portal access and activities are logged and monitored
Audit logs may be reviewed to ensure appropriate use
Inappropriate access or use may result in termination of access privileges

5.3 Explicit Consent for Viewing Protected Information

By clicking to view any protected health information or other sensitive documents, you affirm that:

You have a legitimate business need to access this specific information
You are authorized to view this information under applicable laws and agreements
You will use this information only for permitted purposes
You accept responsibility for maintaining the confidentiality of this information

5.4 Medical and Coding Disclaimer

You acknowledge and understand that:

Elev8 Health Inc and its employees are not medical professionals, physicians, or healthcare providers
Elev8 Health Inc and its employees are not medical billing or coding experts
Information provided through the Portal is for administrative purposes only
Any information in the Portal should not be considered medical advice, diagnosis, or treatment
Any coding, billing, or reimbursement information should not be considered professional coding or billing advice
You are responsible for consulting with appropriate medical and billing professionals regarding any medical decisions or billing practices
We make no representation about the accuracy or appropriateness of any medical or coding information that may be contained in the Portal

6. COMPLIANCE WITH LAWS AND AGREEMENTS

Your use of the Portal must comply with:

All applicable federal, state, and local laws and regulations
HIPAA Privacy and Security Rules
Any Business Associate Agreements (BAAs) or other agreements between your organization and the Company
Company policies and procedures

7. TERMINATION OF ACCESS

We reserve the right to suspend or terminate your access to the Portal at any time if:

You violate these Terms
Your relationship with the Company ends
We have reason to believe your account has been compromised
We determine your access is no longer necessary or appropriate

8. DISCLAIMER OF WARRANTIES

THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.

9. LIMITATIONS ON LIABILITY

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST OR CORRUPTED DATA OR CONTENT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF USE OF THE PORTAL OR ANY SUBJECT MATTER OF THESE TERMS OF USE, EVEN IF THE COMPANY HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

You agree to indemnify us, our licensors and partners and our respective officers, directors, employees and agents from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that arise from your misuse of the Portal, including, but not limited to, your violation of these Terms, or your violation of any rights of any third party.

11. AMENDMENTS TO TERMS

We reserve the right to modify these Terms of Service at any time. Changes will be effective immediately upon posting to the Portal or upon notification to users. Continued use of the Portal following any changes constitutes your acceptance of the modified Terms. We encourage you to review these Terms regularly to stay informed of any updates. Material changes to these Terms may be communicated through email notifications, Portal announcements, or other reasonable means.

12. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. For any dispute arising under these Terms, you consent to personal jurisdiction in, and the exclusive venue of, the courts in Harris County, Texas.

13. CONTACT INFORMATION

If you have any questions or concerns about these Terms or the Portal, please contact:

Compliance@elev8-health.com

14. GENERAL LEGAL PROVISIONS

14.1 Severability

Should any part of these Terms be declared invalid, void, or unenforceable by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14.2 No Waiver

The failure of Elev8 Health Inc to enforce any right or provision under these Terms will not constitute a waiver of such right or provision. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Any waiver must be in writing and signed by the waiving party.

14.3 Relationship to Other Agreements

These Terms, together with our Privacy Policy and the Business Associate Agreement (BAA) executed between your organization (if applicable) and Elev8 Health Inc, constitute the complete agreement regarding our services.

In the event of any conflict between these Terms and the BAA, the terms of the BAA shall govern with respect to the handling of Protected Health Information, while these Terms shall continue to govern all other aspects of the services and Portal use.

For users who have separate service agreements with Elev8 Health Inc (such as device companies or other business partners), these Terms supplement but do not replace such agreements, and in the event of a conflict, the terms of such separate agreement shall govern with respect to the subject matter of that agreement.

14.4 Notice Procedures

Notices to users will be made via email to the address associated with your account or through the Portal. Official notices to Elev8 Health Inc must be sent via email to the address specified in Section 13 with delivery confirmation requested. Notices will be considered effective when receipt is electronically confirmed.

14.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, governmental actions, war, civil unrest, network or telecommunication failures, or power outages.

14.6 No Third-Party Rights

These Terms are solely for the benefit of you and Elev8 Health Inc and do not confer any rights or remedies upon any person or entity other than the parties.