SECTION 1: TERMS

This Terms of Service Agreement (“Agreement”) is entered into by and between E Medical Records Live (DBA: HelloNote, Inc.). (“HelloNote”) and the clients of HelloNote, including the acceptor of this Agreement (“SUBSCRIBER”), and is effective as of the date this Agreement is accepted (“Effective Date”). HelloNote may make changes to the Services (as defined below) at any time. In addition, HelloNote may make changes to this Agreement at any time by posting the modified Agreement on HelloNote’s website. SUBSCRIBER’S continued use of the Services after such changes have been posted is deemed acceptance of any such changes. In consideration of the exchange of promises and covenants contained in this Agreement and other good and valuable consideration, the adequacy and sufficiency of such consideration the parties acknowledge, the parties agree as follows:

SECTION 2: SERVICES

SUBSCRIBER will receive from HelloNote, and HelloNote will provide to SUBSCRIBER, therapy documentation services (the “Services”). HelloNote, from time to time, may modify, upgrade or otherwise change the manner in which the Services are provided including, but not limited to, the hardware, software, features or environment, so long as such Services are substantially comparable or superior as such Services relate to functionality and reliability as compared to the prior Services being otherwise changed.

Subject to SUBSCRIBER’s compliance with the terms and conditions contained in this Agreement, HelloNote hereby grants to SUBSCRIBER, during the term of this Agreement, a limited, revocable, non-transferable, non-sublicensable, non-exclusive right for its authorized users to access and use the Services in accordance with HelloNote’s applicable documentation solely for SUBSCRIBER’s internal business purposes and not for the benefit of any other person or entity.

SECTION 3: PAYMENT FOR SERVICES

SUBSCRIBER will pay HelloNote the fees and charges set forth in the preceding form as determined by the number of logins and the type of such logins. All monthly charges are due via credit card auto payment. Acceptance of this form by the SUBSCRIBER authorizes HelloNote to charge the credit card of the SUBSCRIBER on a monthly basis for Services rendered as well as for an initial login setup cost. If a credit card charge is attempted and does not go through, the SUBSCRIBER will have three (3) calendar days to resolve the situation. If the situation is not resolved within three (3) calendar days of notification that the credit card charge has failed, SUBSCRIBER agrees and understands that a $50 credit card failure fee will be charged to the

SUBSCRIBER’s account and service will be terminated following thirty (30) calendar days of non-payment. Service may be re-activated by SUBSCRIBER within sixty (60) calendar days of termination with a payment of all due funds. All payments will be made in U.S. dollars and are non- refundable. SUBSCRIBER will pay HelloNote all costs and expenses, including reasonable attorney’s fees, incurred by HelloNote in enforcing any of the terms, conditions and provisions in this Agreement, including any of HelloNote’s rights and remedies set forth in this Agreement. In the event SUBSCRIBER wishes to add future logins, each login will be at the same cost of the current logins. If a login is added in the first fifteen (15) days of the billing cycle for the SUBSCRIBER, they will be charged at full cost. If a login is added in the last 15 days of the billing cycle for the SUBSCRIBER, they will be charged at half cost.

 SECTION 4: TERM AND TERMINATION

This Agreement shall be valid as of the Effective Date for a one-month period that shall be automatically renewed thereafter for successive monthly periods (the “Monthly Subscription Term”), unless either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then current Monthly Subscription Term. SUBSCRIBER may elect a one-year agreement at a discounted rate that shall be automatically renewed thereafter for a oneyear period (the “Discounted Annual Subscription Term”), unless either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current Discounted Applicable Subscription Term.

SUBSCRIBER may order additional modules of the Services offered by HelloNote under this Agreement (each, an “Optional Module”). Access to each annual Optional Module shall commence on the date such annual Optional Module is activated and continue until December 31st of the then-current calendar year. Thereafter, access to each annual Optional Module shall renew for successive one-year terms beginning on January 1st of the then-current calendar year and ending on December 31st of the then-current calendar year unless either party gives written notice to the other party of non-renewal at least 30 days prior to expiration. Access to each monthly Optional Module shall be valid for a one-month period that shall be automatically renewed thereafter for successive monthly terms unless either party gives written notice to the other party of non-renewal at least 30 days prior to expiration.

HelloNote may, without prior notice, suspend or terminate SUBSCRIBER’s or any other user’s password, account or use of any of the Services, and/or remove and discard, alter or prevent access to any content within the Services, if HelloNote in its sole discretion determines or discovers that SUBSCRIBER violated any provision of this Agreement. Upon suspension or termination of this Agreement, SUBSCRIBER must pay all fees to the date of termination as provided herein. HelloNote may retain any content provided by SUBSCRIBER following termination or suspension provided that HelloNote shall continue to treat such content in accordance with the Confidentiality terms below and consistent with any requirements under the Health Insurance Portability and Accountability Act and its implementing regulations (collectively, “HIPAA”). Following termination, the provisions of the following sections shall survive: Term and Termination, Conduct of Users, HelloNote’s Limited Warranty, Confidentiality, Security, Proprietary Rights, Third Party Dealings, Disclaimers and Limitations, Ownership of Data, Unlawful Use, Defamatory or Abusive Material, Unauthorized Access,

Other Activities, Editorial Content, Governing Law and Venue and General Provisions.

SECTION 5: CONDUCT OF USERS

The Services may be used only by SUBSCRIBER, its authorized users and its authorized agents, including affiliates, joint venture partners, licensees and subsidiaries. As more fully discussed in the Security section of this Agreement, SUBSCRIBER is solely responsible for maintaining the security of its user name(s) and password(s). Any use of SUBSCRIBER’s user name(s) and/or password(s) shall be deemed as authorized by SUBSCRIBER, unless SUBSCRIBER provides advance written notice to HelloNote that its user name(s) and/or password(s) have been compromised. SUBSCRIBER acknowledges and agrees that any act or omission of its users in connection with use of, or access to the Services, which act or omission would constitute a breach of this Agreement if undertaken by SUBSCRIBER, shall be considered a breach by SUBSCRIBER hereunder. SUBSCRIBER and its authorized users of the services may use the Services only as long as SUBSCRIBER and SUBSCRIBER’s authorized users comply with the terms of this Agreement. HelloNote may amend or supplement this Agreement from time to time, and any amended or supplemented terms shall be posted by hyperlink to HelloNote’s homepage, which posting shall be deemed reasonable and adequate notice to SUBSCRIBER and SUBSCRIBER’s authorized users of the amended or supplemented terms.

SECTION 6: HelloNote’s LIMITED WARRANTY

HelloNote represents and warrants to SUBSCRIBER that the Services will be performed in a manner consistent with industry standards and in compliance with any specifications and requirements set forth in this Agreement. SUBSCRIBER shall notify HelloNote in writing within 30 calendar days after performance of any Services if such Services do not conform to the foregoing warranties. If SUBSCRIBER fails to provide timely written notice to HelloNote, the Services will be deemed to be in compliance with the foregoing warranties. SUBSCRIBER’s exclusive remedy for breach of the foregoing warranties shall be for HelloNote, at its option, to re-perform the Services at no cost to SUBSCRIBER, or, in the event of interruption of the Services, issue SUBSCRIBER a credit in an amount equal to the service charge for the interrupted period.

The foregoing warranties shall not apply to performance issues or defects in the Services that resulted from factors outside of HelloNote’s reasonable control; that resulted from any actions or inactions of SUBSCRIBER or its authorized users; or that resulted from SUBSCRIBER’s equipment or any third parties’ equipment not within the control of HelloNote.

SECTION 7: CONFIDENTIALITY

SUBSCRIBER agrees to provide true, accurate and complete information about itself and its authorized users of the Services. All proprietary and confidential information and materials (“Confidential Information”) of either party will be held in confidence by the other party. Confidential Information will include, without limitation, information relating to a party’s business and marketing plans and processes, rates, fees and other terms of pricing of the

Services, customers, software, hardware and technology, or quality of performance of the Services. Confidential Information will not include information (a) already known or independently developed by the recipient, (b) in the public domain through no wrongful act of the recipient, or (c) received by the recipient from a third party who was authorized to disclose it. SUBSCRIBER’s Confidential Information will include “Personally Identifiable Information” about SUBSCRIBER and its authorized users. Personally Identifiable Information is information that personally identifies a person or entity. HelloNote will not, nor knowingly permit others to release Personally Identifiable Information without the written consent of SUBSCRIBER. Neither party will use (for itself or for any third party) or disclose, nor permit any other person or entity under its control to use or disclose any Confidential Information, except (A) to employees, agents, third party contractors, or representatives of the recipient who have a “need to know” the information and are subject to an obligation of confidentiality at least as restrictive as the restrictions contained in this Confidentiality section, (B) if required by law, legal process, or to comply with an issued subpoena, (C) to enforce this Agreement, (D) to respond to claims that any content violates the rights of third parties, or (E) to protect the rights, property, or personal safety of us, users of the Services or members of the public. Each party will promptly notify the other party if it receives a request for the other party’s Confidential Information (unless notice is prohibited by law), and will reasonably cooperate with the other party’s efforts to seek protection from disclosure. Upon termination of this Agreement, the provisions of this Confidentiality section will survive for a period of three (3) years from the termination date, and each party will either return to the other party all Confidential Information of the other party in its possession or control, or, at the other party’s request, destroy any such Confidential Information.

SECTION 8: SECURITY

SUBSCRIBER agrees to keep secure and confidential any user name HelloNote issues to SUBSCRIBER, and any password (whether issued by HelloNote to SUBSCRIBER or created by SUBSCRIBER). SUBSCRIBER will be fully responsible for all activity that occurs under the use of SUBSCRIBER’s user name or password. SUBSCRIBER agrees to immediately notify HelloNote in writing of any unauthorized use of SUBSCRIBER’s user name or password. HelloNote will use commercially reasonable efforts to protect the security of the Services; however, HelloNote does not warrant or guarantee the integrity or the security of the Services or of the content, information or data transmitted through or contained within any portion of the Services.

SECTION 9: PROPRIETARY RIGHTS

HelloNote owns or has authority to use any and all rights pertaining to: (a) the content contained in or presented through the Services by HelloNote or by third parties engaged by HelloNote (including, without limitation, text, music, sound, photographs, graphics, video, page layout, Editorial Content (defined below), and design), (b) the software, hardware, files, processes, systems, databases and tools used or provided to SUBSCRIBER by HelloNote or by third parties engaged by HelloNote to provide the Services, (c) other tangible and intangible personal property relating to the Services, and (d) the trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, know-how and other intellectual property rights relating to the foregoing (sections (a), (b), (c), and (d) in this Proprietary Rights section shall collectively be referred to as “HelloNote Property”).

SUBSCRIBER is prohibited from publishing, distributing via the Internet or any other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party HelloNote Property.

SUBSCRIBER is granted the right to use that portion, and only that portion, of HelloNote Property that is contemplated in this Agreement. SUBSCRIBER will not copy, revise, alter, modify, decompile, reverse engineer, assemble, or attempt to discover, nor sell, assign, sublicense, encumber, or otherwise transfer any interest in any HelloNote Property, including, without limitation, any object code, source code, underlying processes or algorithms contained therein, other than as is permitted by HelloNote in writing, and SUBSCRIBER will not permit any person or entity to commit or engage in such activities or conduct. SUBSCRIBER acknowledges that any violation of this Proprietary Rights section imposes a serious threat to HelloNote’s business and its ability to exist.

From time to time, the term CPT shall appear within the Services. CPT is copyrighted by the AMA (defined below) and is a registered trademark of the AMA. Any use not authorized herein is prohibited, including by way of illustration and not by way of limitation, making copies of CPT for resale and/or license, transferring copies of CPT to any party not bound by this agreement, creating any modified or derivative work of CPT, or making any commercial use of CPT. License to use CPT for any use not authorized herein must be obtained through the AMA, CPT Intellectual Property Services, 515 N. State Street, Chicago, IL 60610. Applications are available at the AMA Web site, http://www.ama-assn.org/go/cpt.

This product includes CPT which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60610. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

SECTION 10: THIRD PARTY DEALINGS

If SUBSCRIBER acquires goods or services from a third party, whether or not the goods or services are used as part of the Services, SUBSCRIBER agrees that its business dealings with that third party are solely between SUBSCRIBER and the third party. HelloNote has no liability for any reason in any way arising from SUBSCRIBER’s relationship with such third parties or the goods or services acquired, including, without limitation, complaints or claims concerning failure to perform, defects in goods or services or otherwise.

Links to other websites or resources may be provided by HelloNote or third parties as part of the Services. SUBSCRIBER agrees that HelloNote has no control over such other websites or resources, and is not responsible in any way for those other websites or resources including without limitation any content, advertising, products or material on or available from such other websites or resources.

SECTION 11: DISCLAIMERS AND LIMITATIONS

SUBJECT TO THE LIMITED WARRANTIES SET FORTH IN HELLONOTE’S LIMITED WARRANTY SECTION, SUBSCRIBER’S USE OF THE SERVICES AND ANY EQUIPMENT, SOFTWARE AND HARDWARE PROVIDED IN CONNECTION WITH THE SERVICES, IS ON AN “AS IS” BASIS. WHILE HelloNote WILL EXERCISE COMMERCIALLY REASONABLE BEST EFFORTS TO PROVIDE THE SERVICES, HelloNote DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES OR SUCH PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER HelloNote NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES PROMISES, REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HelloNote HEREBY SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY INACCURACY, ILLEGALITY, AND/OR INAPPROPRIATENESS OF ANY CONTENT PROVIDED TO ANY WEBSITE OR ANY PUBLIC AREA, ANY DAMAGE, DESTRUCTION OR CORRUPTION OF ANY CONTENT OR OTHER DATA, OR ANY USE OR MISUSE OF, OR INABILITY TO USE, THE SERVICES BY ANY PERSON OR ENTITY.

IN NO EVENT WILL HelloNote NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HelloNote HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES. HelloNote’s MAXIMUM LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY SUBSCRIBER TO HelloNote UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRIOR TO WHEN ANY CLAIM OR CAUSE OF ACTION AROSE.

SUBSCRIBER agrees that any claim or cause of action which SUBSCRIBER may have arising out of a claim related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arises, or the claim or cause of action will forever be barred. 

Each party must provide written notice to the other party at least thirty (30) calendar days prior to filing or otherwise initiating any action, charge or lawsuit against the other. The written notice must describe the factual basis for the dispute, and provide at least thirty (30) calendar days for the receiving party to remedy, cure or otherwise resolve the matters stated in the notice.

HelloNote will not be liable for failure or delay in performing the Services or other obligations under this Agreement if the failure or delay is due to circumstances beyond HelloNote’s control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunication or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of the Services.

CPT is provided “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No fee schedules, basic unit, relative values or related listings are included in CPT. The AMA does not directly or indirectly practice medicine or dispense medical services. The responsibility for the content of this file/product is with CMS and no endorsement by the AMA is intended or implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in this file/product. This agreement will terminate upon notice if you violate its terms. The AMA is a third party beneficiary to this agreement.

The scope of this license is determined by the AMA, the copyright holder. Any questions pertaining to the license or use of the CPT should be addressed to the AMA. End users do not act for or on behalf of the CMS. CMS DISCLAIMS RESPONSIBILITY FOR ANY LIABILITY ATTRIBUTABLE TO END USER USE OF THE CPT. CMS WILL NOT BE LIABLE FOR ANY CLAIMS ATTRIBUTABLE TO ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE INFORMATION OR MATERIAL CONTAINED ON THIS PAGE. In no event shall CMS be liable for direct, indirect, special, incidental, or consequential damages arising out of the use of such information or material.

SECTION 12: OWNERSHIP OF DATA

HelloNote agrees that SUBSCRIBER’s documents are the exclusive property of SUBSCRIBER. Upon the request of SUBSCRIBER at termination of this Agreement, HelloNote shall transmit to SUBSCRIBER a copy of SUBSCRIBER’s documents, subject to reasonable reproduction and distribution fees to be paid by SUBSCRIBER to HelloNote. SUBSCRIBER grants to HelloNote a non-exclusive, perpetual, irrevocable, royalty-free right and license to use, process, and store any documents, material, data or other content submitted by SUBSCRIBER in accordance with the terms of this Agreement. SUBSCRIBER represents and warrants that SUBSCRIBER has all necessary rights, approvals, and consents to provide such content to HelloNote and grant the rights set forth above.

Notwithstanding anything else in this Agreement or otherwise, HelloNote may monitor SUBSCRIBER’S use of the Services and use data and information related to such use, and SUBSCRIBER Content in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between HelloNote and SUBSCRIBER, all right, title, and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by HelloNote. SUBSCRIBER acknowledges that HelloNote will be compiling Aggregated Statistics based on SUBSCRIBER Content input into the Services and SUBSCRIBER agrees that HelloNote may (a) make such Aggregated Statistics available to third parties in an anonymous manner, and (b) use such information to the extent and manner required by applicable law or regulation and for purposes of data gathering, analysis and service enhancement, provided that such data and information will be used in accordance with HelloNote’s privacy policies and confidentiality terms of this Agreement. Aggregated Statistics will be used for such purposes as to improve SUBSCRIBER’S clinical outcomes and to establish the efficacy of SUBSCRIBER’S Services. HelloNote will never sell SUBSCRIBER’s Content or data to third parties for marketing purposes.

SECTION 13: UNLAWFUL USE

SUBSCRIBER or any of its users shall not upload, transmit or post any content, or engage in any other use of the Services that violates any law, rule or regulation, defames or libels any other person or entity, infringes any other person’s or entity’s rights, including, without limitation, any intellectual property or privacy rights, or otherwise could impose civil or criminal liability. HelloNote reserves the right to notify any governmental entity, law enforcement authority, or any other party that it deems appropriate in its sole discretion, of any such activity. Uploading, posting or transmitting any content that infringes any patent, trademark, trade secret, copyright, publicity or proprietary right of any person or entity will be grounds for immediate termination of the Services or other corrective action.

SECTION 14: DEFAMATORY OR ABUSIVE MATERIAL

SUBSCRIBER or any of its users shall not upload defamatory, obscene, profane, vulgar, threatening, offensive, abusive, inaccurate or illegal material.

SECTION 15: UNAUTHORIZED ACCESS

SUBSCRIBER or any of its users shall not access, or attempt to access, another person’s or entity’s accounts without proper authorization to do so, or attempt to disrupt or interfere with the Services in any manner. Each of SUBSCRIBER and any of its users, must register and maintain a valid email address with HelloNote in order to receive system notifications.

SECTION 16: USE AND DATA STORAGE

HelloNote may establish and change from time to time general practices and limits on the use of the Services, the amount of central processing unit (CPU) processing, bandwidth and disk usage, and levels of activity.

HelloNote will use commercially reasonable efforts to provide all SUBSCRIBERS with advance notice of these practices and limits. Violation of these practices and limits will be considered a violation of this Agreement.

SECTION 17: OTHER ACTIVITIES

SUBSCRIBER or any of its users shall not engage in any other activity that HelloNote determines in its sole discretion may be harmful to other users or the Services.

HelloNote does not in the ordinary course pre-screen or monitor content of the database or any other communications. However, HelloNote reserves the right, but does not assume any obligation, to determine in its sole discretion what is and is not acceptable content in connection with the Services, to limit placement of any content in a database or on any other area provided in connection with the Services, to use commercially reasonable efforts to remove, alter or block access to any offensive, objectionable, or unacceptable content immediately and without prior notice, to determine in its sole discretion what is and is not an appropriate conduct and use of any of the Services, and to cease providing or bar access to any or all of the Services to any user at any time, for any reason or for no reason, without prior notice. HelloNote reserves the right, but does not assume any obligation, to monitor and investigate complaints regarding any of the foregoing, and SUBSCRIBER agrees to grant HelloNote access to SUBSCRIBER’s account at any time without notice, and to cooperate fully with HelloNote in providing access and information as may be requested at any time and from time to time. SUBSCRIBER agrees that any reservation of rights by HelloNote imposes no obligation of any kind on HelloNote to take any of the foregoing actions.

SECTION 18: EDITORIAL CONTENT

HelloNote licenses from the American Medical Association (“AMA”) certain editorial content (“Editorial Content”) and the license granted by the AMA to HelloNote is a nontransferable, nonexclusive license for the sole purpose of internal use by SUBSCRIBER. Continued use of the Editorial Content and any such update to such Editorial Content is dependent on the continued contractual relationship by and between HelloNote and the AMA.

SECTION 19: INDEMNIFICATION

HelloNote agrees to defend, indemnify and hold Subscriber harmless from any and all third-party claims, liability and expenses, including, without limitation, reasonable attorneys’ fees, arising out of HelloNote’s breach of its obligations under Section 6 (“Limited Warranty”), Section 7 (“Confidentiality”) or Section 9 (“Proprietary Rights”) of this Agreement. HelloNote may select counsel of its choosing to defend any claim subject to indemnification hereunder, or subject to HelloNote’s prior written approval HelloNote may consent to Subscriber’s use of its own counsel, to defend any such claim. HelloNote may control the defense of any claim subject to indemnification. Neither party may consent to a settlement or entry of any judgment related to a claim without the other party’s prior written consent, which may not be unreasonably withheld.

SECTION 20: NOTICES and STATEMENTS

Except as otherwise specifically provided in this Agreement, all notices and statements may be sent by electronic mail, facsimile or overnight delivery to the electronic mail address, fax number or delivery address most recently provided in writing or via online submission to the other party. For overnight deliveries, notices and statements will be deemed to be received upon personal delivery. For facsimile and electronic mail deliveries, notices and statements will be deemed to be upon transmission.

SUBSCRIBER EXPRESSLY CONSENTS TO RECEIVE TELEPHONE CALLS, FAXES AND EMAILS FROM HelloNote OR ANY OF HelloNote`s EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES IN ANY WAY ARISING FROM THIS AGREEMENT OR THE SERVICES DESCRIBED IN THIS AGREEMENT.

Evidence of successful transmission shall be retained. As of the date of execution, the addresses for the SUBSCRIBER is as entered in the address portion of this form and the address for HelloNote is:

HelloNote, Inc.
 228 Park Ave S #49208 New York, NY 10003 Phone: (877) 805-7880 Email for Notices and Billing Questions: [email protected] 

SECTION 21: GOVERNING LAW AND VENUE

This Agreement is entered into in the state of Delaware. This Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the state of Delaware without regard to the conflicts provisions thereof. Any and all disputes that in any way arise out of or bear any relationship with this Agreement shall be litigated only in courts having sites in Delaware.

SUBSCRIBER will pay HelloNote all costs and expenses, including reasonable attorney’s fees, incurred by HelloNote in enforcing any of the terms, conditions and provisions in this Agreement, including any of HelloNote’s rights and remedies set forth in this Agreement.

SECTION 22: GENERAL PROVISIONS

This Agreement and set forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions or parts. No waiver of any

breach or failure or delay in exercising any right, power or remedy of any provision of this Agreement shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences. No waiver shall be effective unless made in writing and signed by an authorized representative of the party against whom such waiver is sought. Titles and headings are included solely for convenient reference and are not part of this Agreement. SUBSCRIBER may not assign any of its rights or obligations (in whole or in part) without the prior written consent of HelloNote, which shall not be unreasonably withheld. HelloNote may assign this Agreement, without SUBSCRIBER’s consent, in connection with a merger, sale, transfer or other disposition of all or substantially all of its stock or assets. Subject to the express exclusions and limitations set forth in this Agreement, all remedies set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedies of any party at law or in equity. No person or entity is intended to be a third party beneficiary of any provision of this Agreement. The parties represent and warrant that they have full authority to execute and deliver this Agreement and to perform their obligations under this Agreement, and that the person whose signature appears below is duly authorized to enter into this Agreement on behalf of the party whom they represent.