Introduction

Welcome to Preferr. Preferr includes products and services exclusively created, licensed and owned by NIIT Healthcare Technologies, Inc. ("NIIT HC").By using the services on the Preferr.net website you are agreeing to the following terms and conditions.

Before you may become a member of Preferr, you must read, agree to and accept all of the terms and conditions. Therefore please read this Master Subscription Agreement – Terms and Conditions (the “Agreement”) entirely and carefully before using NIIT HC's and the Preferr.net website. By accessing this website, you agree to the terms and conditions that follow. You are invited to check the Agreement and privacy policy from time to time, as this information is updated on a periodic basis. Reference the bottom of each respective page for the date of the most recent update.

This Agreement is effective for users on and after January 29, 2009 and upon specific acceptance by each new user (the “Effective Date”).

Using Preferr

While using Preferr, you will not:

• circumvent or manipulate our fee structure, the billing process, or fees owed to NIIT HC;

• access or attempt to access any other user’s information without first obtaining written authorization from that user;

• access or attempt to access any patient’s medical record information or protected health information if the patient is not an active patient of yours,
   a patient to whom you are currently providing care or treatment; or a patient to whom you previously provided care and treatment and for whom you
   are the medical records owner of that patient’s medical record or protected health information under applicable state law and/or the
   HIPAA Privacy Regulations;

• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);

Abusing Preferr

Without limiting other remedies that NIIT HC or Preferr may have under law or at equity , we may limit, suspend or terminate our service and user accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to keep users off the sites if we think that they are creating problems, possible legal or regulatory liabilities, or acting inconsistently with the letter or spirit of our policies.

Fees and Services

Joining Preferr requires a subscription and payment of our fees. When you decide to subscribe to Preferr you will select a subscription option. Fees are based on the length of the subscription and what type of entity you are. Preferr offers services to physician offices, independent diagnostic testing facilities, nursing homes, long-term care facilities, ambulatory surgical centers, and ancillary service providers as well as hospitals and hospital systems. You will have an opportunity to review and accept the fees that you will be charged before payments are processed.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes, including any state or federal sales taxes which may be applicable, associated with services at the time of subscription with a valid payment method. Subscriptions will be renewed annually on an automatic basis unless otherwise notified by you the subscriber in writing. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. No refunds will be issued.

Access and Interference
Much of the information on the sites is updated on a real-time basis and is either the proprietary information of the sites’ users who are the medical records owners of the patient records and information stored on the websites, or the proprietary information of NIIT HC or Preferr which is licensed to NIIT Healthcare Technologies, Inc. by our users. You agree that you will not use any robot, spider, scraper or other automated or technical or electronic means to access the sites for any purpose without our express written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your own information) from the sites withoutprior    expressed written permission of NIIT Healthcare Technologies, Inc. and the appropriate third party, as applicable;

• interfere or attempt to interfere with the proper working of the site or any activities conducted on the site

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit written consent (with an email being sufficient to constitute explicit written consent for purposes of this paragraph). We view the security and protection of the users' privacy and information as a very important community principle. We store and process your information on computers located in the United States that are protected by physical, administrative and technological security means and devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. All patient related information is considered sensitive and confidential. Preferr complies with all HIPAA regulations and federal laws protecting patient information. You further acknowledge and agree that you shall fully cooperate with any written or established compliance plan of NIIT HC or Preferr,including any HIPAA Privacy Regulations or HIPAA Security Regulations compliance plan, and including executing the HIPAA Business Associate Addendum posted separately with this Master Subscription Agreement, and shall comply with all applicable federal and Florida medical record confidentiality, privacy and security laws and regulations during your use of Preferr’s websites. If you object to your information being transferred or used in this way please do not use our services.

Ownership/Proprietary Rights

As between you and NIIT HC/Preferr, title to and ownership of all websites and systems, third party software, other software, documentation, manuals, schematics, utilities, tools, methodologies, specifications, techniques, interfaces, processes, procedures, know-how, and hardware owned or sublicensed by NIIT HC/Preferr or in the possession of NIIT HC/Preferr and used, developed or created by NIIT HC/Preferr in connection with providing the website and services (whether used, developed or created before or after the Effective Date), together with the intellectual property rights therein and all customization, development, modifications, additions, derivatives and enhancements thereof, will remain with NIIT HC/Preferr. NIIT HC/Preferr reserves the right to change product or service names at its discretion. Any such change does not modify or amend any term, condition or obligation under this Agreement. You shall keep each and every item to which NIIT HC/Preferr retains title free and clear of all claims, liens and other encumbrances, and any act by you purporting to create such a claim, lien or other encumbrance shall be void. Additionally, NIIT HC/Preferr shall own all books, records, information and data generated pursuant to, or in connection with, the terms of this Agreement, other than patient and financial or other proprietary data or information of you and your organization.

User License

You represent to NIIT HC/Preferr that: (a) you have a need to access its websites in connection with your business as a health care related business; and (b) you are either (i) an individual licensed health care practitioner, a group of licensed health care practitioners, a provider of healthcare services or a company providing practice management services to such persons and entities, in each case, in the United States of America; or (ii) an entity that is controlled by, controlling or under common control with NIIT HC/Preferr. You further represent that you are not engaged in the business of developing, marketing or supporting information systems similar in function to NIIT Healthcare Technologies and its websites, products and services. Your rights to access the websites shall terminate immediately upon the breach by you of any of the terms of this User License paragraph or this Agreement, or the cessation of the applicable condition set forth in clauses (a) and/or (b) above, whichever occurs first. You shall not assign or otherwise transfer your rights hereunder without the prior written consent of NIIT Healthcare Technologies Inc.

NIIT HC AND PREFERR SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ACKNOWLEDGE AND AGREE THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY NIIT HEALTHCARE TECHNOLOGIES TO YOU. NIIT HEALTHCARE TECHNOLOGIES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The covenants and obligations undertaken by you in this User License herein are intended for the direct benefit of NIIT HC and Preferr and may be enforced by NIIT Healthcare Technologies directly against you.  You further acknowledge and agree that any license granted to you by NIIT HC/Preferr under this Agreement and this User License paragraph is a limited and revocable license intended only for your use of its websites and does not provide you with or grant you any other license, including, but not limited to, any license in any software used, developed, owned, leased or licensed by NIIT HC and/or Preferr.

Content

When you provide content on your organization, it is available for all users of Preferr to view. The information cannot be modified or used by other organizations. However, all and any information related to your patients will be stored securely and separately.

Liability

You acknowledge and agree that you will not hold NIIT Healthcare Technologies, Inc. responsible or liable in any way for other users' content, errors, omissions, actions or inactions. Preferr offers a service which allows referral transactions and electronic health records to be processed. However, we are not involved in the actual transaction between referrers and those being referred to, and take no responsibility for such referrals or there compliance with applicable state and federal laws and regulations. We have no control over and do not guarantee or warrant in any way the quality, safety, and the truth or accuracy of users’ content.
You further acknowledge and agree that your use of the sites and our services is solely at your own risk, and that NIIT HC,Preferr and all of their corporate affiliates (including all parent and subsidiary business entities), employees, officers, directors, stockholders, owners, representatives, successors and assigns, attorneys, agents, accountants, insurers are not liable or responsible for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our services or sites.

FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT YOU ASSUME ALL RESPONSIBILITY RELATED TO THE SECURITY, PRIVACY, AND CONFIDENTIALITY RISKS INHERENT IN SENDING ANY CONTENT OVER THE INTERNET. BY ITS VERY NATURE, A WEBSITE AND THE INTERNET CANNOT BE ABSOLUTELY PROTECTED AGAINST INTENTIONAL OR MALICIOUS INTRUSION ATTEMPTS. NIIT HEALTHCARE TECHNOLOGIES DOES NOT CONTROL THE THIRD PARTY SITES AND THE INTERNET OVER WHICH YOU MAY CHOOSE TO SEND CONFIDENTIAL PATIENT OR PROTECTED HEALTH INFORMATION OR OTHER CONTENT AND, THEREFORE, THEY DO NOT WARRANT ANY SAFEGUARD AGAINST ANY SUCH INTERCEPTIONS OR COMPROMISES TO YOUR INFORMATION. WHEN POSTING ANY CONTENT ON AN INTERNET SITE, YOU SHOULD THINK CAREFULLY ABOUT YOUR PATIENTS PRIVACY RIGHTS IN.

Release

By agreeing to and accepting these terms and conditions of use, you hereby acknowledge and agree that if you have any dispute or issue with or claim against one or more users, you hereby release and forever discharge NIIT Healthcare Technologies Inc and all of its corporate affiliates (including all parent and subsidiary business entities), employees, officers, directors, stockholders, owners, representatives, successors and assigns, attorneys, agents, accountants, and insurers from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, that you may have, own, or hold against NIIT Healthcare Technologies Inc and all of its employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, accountants, and insurers arising out of or in any way related to the dispute or issue with or claim against one or more users.

Indemnity

By agreeing to and accepting this Master Subscription Agreement – Terms and Conditions, you further acknowledge and agree that you shall defend, indemnify, and hold NIIT HC,Preferr and all of their corporate affiliates (including all parent and subsidiary business entities), employees, officers, directors, stockholders, owners, representatives, successors and assigns, attorneys, agents, accountants, and insurers harmless from and defend them against, and shall promptly reimburse them for, any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever (including reasonable attorneys' fees) to which any of them may become subject arising out of, based upon, as a result of, or in any way connected with, your posting of any content, records of information to a NIIT HC or Preferr website.

Independent Contractor Relationship/No Agency

The parties acknowledge and agree that their relationship established by this Agreement is solely that of independent contractors, and that there is no other type of legal relationship between them. This Agreement does not establish or create any partnership, employer-employee, master-servant or other full-time employment type of relationship between the parties, and the parties acknowledge and agree that they will not represent or hold themselves out to other entities or individuals as anything other than independently contracting entities.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Preferr.net (in the case of Preferr) or to the email address you provide to NIIT Healthcare Technologies via Preferr during the subscription process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Resolution of Disputes

If a dispute arises between you and NIIT Healthcare Technologies, Inc. or Preferr, our goal is to provide the parties with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and NIIT Healthcare Technologies/Preferr agrees that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to discuss and try to reach a resolution. We will consider reasonable requests to resolve the dispute through informal alternative dispute resolution procedures, such as mediation or negotiation, as alternatives to litigation. In addition, if the parties are unable to reach a resolution through discussion or informal alternative dispute resolution means, the prevailing party shall be entitled to recover all legal fees and costs associated with the claim and any litigation or other dispute resolution process set forth below.

• Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of Florida as they apply to agreements entered into and to be performed entirely within Florida between Florida residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against NIIT Healthcare Technologies, Inc. or Preferr  that exceeds $3,000, or which involves claims for injunctive or other equitable relief, must be brought in and resolved by a court located in Seminole County, Florida, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Seminole County, Florida for the purpose of litigating all such claims or disputes.

• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is equal to or less than $3,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

• Improperly Filed Claims - All claims you bring against NIIT Healthcare Technologies, Inc. must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, NIIT Healthcare Technologies, Inc. may recover attorneys' fees and costs up to $1000 for such improperly filed claim, provided that NIIT Healthcare Technologies, Inc. has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

General

www.preferr.net is operated by NIIT Healthcare Technologies, Inc. located at 1030 N. Orange Avenue, Suite 211, Orlando,FL 32801. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on www.preferr.net. Except as stated elsewhere, all amended terms shall automatically be effective thirty (30) days after they are initially posted. Additionally, we will notify you through your ipreferr system inbox. This Agreement may not be otherwise amended except in a writing signed by both you and us. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Ownership/Proprietary Rights, Content, User License, Liability, Indemnity and Resolution of Disputes