KLAS Enterprises LLC

GENERAL TERMS OF USE AGREEMENT AND POLICIES

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE.

We welcome your access and use of this website and its forums and contents. As consideration for access to and use of this website, you understand and agree to abide by the following:

1. KLAS General Terms of Use

2. Promotional Use of KLAS Data Policy, and

3. KLAS Privacy Policy.

If you do not agree to all of these terms and conditions, please do not access or otherwise use this website or any of its contents or services. These General Terms of Use and policies may be revised periodically, and we advise you to check here from time to time for any changes. Your continued use of the website shall be deemed your consent to such changes.

General Terms of Use Agreement

This Agreement is a legal agreement between you, as a "User", and KLAS Enterprises LLC ("KLAS"). KLAS makes certain information available on the KLAS website (the "Website"), subject to the following terms and conditions. Any rights not expressly granted herein are reserved by KLAS.

INTRODUCTION:

A. KLAS collects, summarizes and distributes via its Website the vendor performance database ("Database") and reports ("Reports"), information and research related to software, services, and equipment in the field of healthcare. Such Reports and the Database are compilations of data and opinions gathered from interviews with appropriate individuals at healthcare provider organizations.

B. User desires to gain access to the Website and information that is available.

AGREEMENTS: In consideration of the above and the mutual promises set out in this Agreement, KLAS and User agree as follows:

1. ACCESS TO WEBSITE AND MATERIALS. Healthcare providers and employees of provider organization are often provided access to the Website, including Reports, Database, blogs, presentations, snapshots, and forums, hereinafter referred to as Materials ("Materials") at no cost or significantly discounted cost, depending on their level of access.

Non-healthcare providers (vendors, consultants, investment bankers, and all others, including individual healthcare providers employed by non-healthcare providers) are obligated to pay KLAS for access to the Materials provided through the Website or for use of its contents.

Depending on User healthcare vs. non-healthcare provider status and payment plan, User may have access to the Website and Materials made available by KLAS. User acknowledges and agrees that the Website and Materials that are made available through the Website may change from time to time, at KLAS' sole discretion. KLAS does not make any commitment to User that it will maintain particular features or Materials. User also agrees to comply with KLAS' Use of Data Policy and Privacy Policy, which are hereby made a part of this Agreement.

2. USE OF CONTENT. User use of content made available on the KLAS Website is governed by the Promotional Use of KLAS Data Policy set forth below ("Use of Data Policy"). User understands and agrees all content posted by other users on the Website is the sole responsibility of the individual who originally posted the content. KLAS does not necessarily approve of and is not responsible for and disclaims any and all liability that may arise from content posted by Users. If User believes any content posted by others is infringing or otherwise objectionable, please notify us at community@klasresearch.com. KLAS has the right in its sole discretion to edit, alter, or remove any content submitted by User to public areas of the Website.

3. USE OF SOFTWARE. The Software and accompanying files and documentation available on this Website are the copyrighted works of KLAS and may be used only for the purposes described in this Agreement or the Use of Data Policy. User may distribute Materials or Website information and share their data and content solely with members of User's own internal organization except as permitted by the Use of Data Policy. The complete data or any extraction from the data may not be used in any revenue-generating activity without permission from KLAS. Documents containing any KLAS data must include reference and copyright information as outlined in the Use of Data Policy. User agrees to use reasonable efforts to protect such confidential Materials and the Website against unauthorized disclosure. Under no circumstances may you share the Website, Materials, or any data therein with any other organization, consultant, investment company, vendor or other third party, except under the limited exception described in the Use of Data Policy. User may not copy, download, modify or distribute the Website's software in any way without KLAS' express written permission.

4. FEES PAYABLE BY USER . User agrees to pay all applicable fees, charges, and taxes for access to the Website and Materials in accordance with the current rates, payment terms and policies as published by KLAS or previously agreed to with KLAS. Any User who accesses the KLAS paid subscription information or Materials without appropriate authorization or payment will be liable and responsible for the full published fees of the Materials or areas that were accessed.

5. TERM OF AGREEMENT . This Agreement shall remain in force until it is terminated by either party. Either User or KLAS may terminate this Agreement at any time, for any or no cause, by giving notice to the other party. If User accesses information that User should have paid for and User terminates this Agreement, User is still obligated to pay the applicable fees.

6. USER'S REPRESENTATIONS AND WARRANTIES. User represents and warrants to KLAS as follows:

(a) User has full power and authority to enter into this Agreement and make the agreements specified herein; and

(b) Any text, comments, photos, information or other materials or content that User places on KLAS' Website or uses in connection with the Service ("User Materials") do not and will not contain any libelous or unlawful material or any materials or instructions that may cause harm or injury, and do not and will not violate any person's right of privacy or copyright, trademark, or other intellectual property rights. By posting User Materials, User warrants and represents that User either owns or otherwise controls all of the rights to those User Materials, including, without limitation, all the rights necessary for User to post or upload the User Materials, or that Users use of such materials is a protected fair use under copyright law. User agrees to not knowingly provide any User Materials with intent to defraud or submit misleading or false information.

(c) User further agrees not to knowingly upload, post, email or otherwise transmit any confidential information, trade secrets, "junk mail," "spam," "chain letters," "pyramid schemes," any other form of solicitation, or software viruses.

(d) Users will share Materials and data contained therein including User's organization passwords for the Website only with persons within User's own organization and no others, except as otherwise agreed in writing by KLAS. Should User provide a password, KLAS copyrighted data, or Materials to an unauthorized individual or company, User's access to KLAS Website and Materials may be terminated with no refund and without recourse. In such a case, KLAS may pursue any and all other remedies.

7. USE OF USER MATERIALS. Any User Materials, including feedback or comments that you transmit or post to this Website will be considered non-confidential and non-proprietary communications, except as otherwise stated in KLAS' Privacy Policy. By uploading or posting User Materials to a publicly accessible page, you are granting KLAS a non-exclusive, royalty-free, assignable, perpetual, irrevocable, and worldwide license to reproduce, use and distribute those User Materials. KLAS will make an effort to credit your authorship. Important Note: Commentary or data provided within KLAS' evaluation process via phone, online, fax or otherwise is governed by a different set of rules and is completely anonymous.

8. SHARED RESOURCES. Materials and User Materials operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance is not appropriate or viable and may result in termination of User's account.

9. INDEMNIFICATION. User agrees to indemnify, defend and hold KLAS harmless from and against any and all actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including attorneys' fees) that KLAS may incur or suffer in connection with any of User's User Materials or by reason of the breach or alleged breach of any of User's warranties and representations under this Agreement.

10. ASSIGNMENT. This Agreement may not be assigned by User without KLAS' prior written consent, which will not be unreasonably withheld.

11. LINKS TO THIRD PARTY SITES . If User decides to access or use any third party web sites linked to this web site, User does this entirely at User's own risk.

12. TRADEMARKS. The KLAS, KLAS Online and Platinum KLAS names and logos, as well as any other KLAS service or product names or logos displayed on KLAS' Website, are registered trademarks or trademarks of KLAS. The names and logos of third party products and companies shown on the Website and used in the Materials are the property of their respective owners and may also be trademarks. KLAS' trademarks may be used publicly only with written permission from KLAS.

13. WARRANTIES AND DISCLAIMERS. The information and data contained in the Website or Materials is intended solely as a catalyst for a more meaningful and effective investigation by User's organization and is not intended nor should it be used to replace User organization's due diligence. THE WEBSITE, SOFTWARE AND SERVICE ARE PROVIDED "AS IS", AND KLAS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. KLAS does not warrant that the Software or Materials are or will be entirely error-free. KLAS disclaims any liability for damages caused by the contents of the Website, Database, or any Materials or User's or any other user's reliance thereon, unless due to KLAS' gross negligence or intentional wrongdoing. KLAS' TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE OR ITS MATERIALS SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE FEES USER PAID TO KLAS DURING THE LAST 12 MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL KLAS BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF WHETHER KLAS HAS NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.

14. APPLICABLE LAWS. Any rights not expressly granted herein are reserved by KLAS. The terms of this Agreement and all rights and obligations of User and KLAS are governed by the laws of and enforced in the State of Utah exclusively, irrespective of any conflicts of laws provisions, except as Utah law may be preempted or superseded by the laws of the United States. Should any dispute arise between the parties arising out of or relating in any way to User's visit to KLAS' Website or to Materials or any other products or services purchased from KLAS, including any dispute concerning any breach of, or to enforce, interpret, rescind, or terminate any of the provisions of this Agreement, User and KLAS agree now that User or KLAS will submit or file any such dispute exclusively in the state court in Utah County, State of Utah or the federal court in Salt Lake City, UT. No such dispute shall be adjudicated in any other forum. Each party and any beneficiaries hereto, including their successors and assigns, hereby consents and stipulates to be subject to the jurisdiction and venue of the courts of the State of Utah with venue in Utah County, State of Utah or the courts of the Unites States located in the State of Utah, as the case may be. To the fullest extent permitted by applicable law, no dispute under this Agreement shall be joined to any other dispute involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

15. EXPORT LAWS. KLAS makes no representation that its Website or Materials are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Website from other locations do so at their own initiative and are responsible for compliance with applicable local laws. User may not use or export Materials or products in violation of U.S. export laws and regulations.

16. TERMS . If any term of this Agreement is invalid or unenforceable, it will be severed and the remaining terms of this Agreement will remain in full force and effect.

Policy: Promotional Use of KLAS Data

For the most current version of this policy go to www.KLASresearch.com/policy

KLAS encourages the public awareness of those vendors/products that are performing at high levels. As such, any public promotion must be done with clarity and integrity.

'KLAS Data', as used in this Policy, means any information, opinions, evaluations or data contained in KLAS' online website and reports.

I. Published General Use of KLAS Data

KLAS specifically discourages and will take specific actions to stop distorted public promotion and/or unapproved publication of KLAS Data. All KLAS Data is copyrighted and is available only through subscription or report purchase. Payment of the appropriate fees authorizes the subscriber/purchaser to use KLAS Data under the following terms and conditions:

1. At a minimum, all references to KLAS Data must include:

• Reference to the KLAS website: www.KLASresearch.com.

· Date of publication of the data referenced and applicable KLAS market segment name.

· KLAS logo (including the trademark registration symbol ®).

· A confidentiality and copyright notice as follows: "KLAS Confidential Information. ã [year] KLAS Enterprises, LLC. All rights reserved." If KLAS approves external use of KLAS data on a non-confidential basis (e.g., for marketing purposes), the notice may simply read: "ã [year] KLAS Enterprises, LLC. All rights reserved."

2. KLAS Data may be distributed internally, within the subscribing/purchasing organization. All internally distributed copies must include the confidentiality and copyright notice set forth above in paragraph 1 and a notice that third party distribution is governed by KLAS policy and approvals.

3. KLAS Data may not be sold or otherwise distributed to a third party or outside of the subscribing/purchasing organization except as defined in this Use of KLAS Data Policy.

4. Subscriber/purchasing organizations may reference a "Best in KLAS" award or other official KLAS award(s) in public materials and brochures for the specific product that received the applicable award. NOTE: The annual year-end Top 20 report is the only source for a "Best in KLAS" award designation. Only current "Best in KLAS" awards may be publicly displayed on "larger than life" posters, billboards and electronic screens. Previous year's award winners may display such awards in documents, presentations and brochures; however, the word "previous" must be included in front of the award designation (other than on the actual award plaque itself). Current contiguous award recipients may publicly display each previous award. The public announcement of a "Best in KLAS" or other KLAS award must use the following wording:

(Vendor name and product) has achieved "Best in KLAS" (or other official KLAS award) for the KLAS market segment (as titled in The Top 20 Report) for (year/XXXX).

The market segment referenced must match EXACTLY to that listed in the KLAS Market Segment Names and Descriptions (section III of this policy). If the "Best in KLAS" logo is used (a subscriber/purchasing organization option) it must include the year of the award on the "Best in KLAS" logo.

All references to a "Best in KLAS" award or other official KLAS award(s) must also include the minimum references to KLAS Data as set forth in paragraph 1.

5. One page of KLAS Data, verbatim, as published in a KLAS Specialty Report, may be used externally for marketing, consulting and other purposes, so long as requirements in paragraph 1 are met and "intent" of report finding is maintained. When asterisked (*) data is included it must always be accompanied by the following KLAS disclosure statement: Products marked with an asterisk(*) do not meet the minimum KLAS Konfidence level.

6. KLAS Data from Platinum KLAS is available for external use ONLY through the KLAS 'Promotional Use' tool. Data available through this view is the only Platinum KLAS data approved by KLAS for external publication. Modifications or additions to this page of data are not acceptable. When asterisked (*) data is included it must always be accompanied by the following KLAS disclosure statement: Products marked with an asterisk(*) do not meet the minimum KLAS Konfidence levels.

7. KLAS Data may not be displayed in any fashion on a subscriber/purchasing organization's website. Announcement of an award or ranking with a link to the KLAS homepage is an appropriate option.

8. KLAS must be notified any time the KLAS logo is used externally (including press releases, brochures, white papers, website, etc.). The KLAS logo must be accompanied by the appropriate registered trademark notice ®. Prior to date of use, send notification, along with a copy or outline of intended use to: DataUse@KLASresearch.com.

9. KLAS will provide the subscriber/purchasing organization a "KLAS Data Authentication" tag for use on all approved releases of KLAS Data by subscriber/purchasing organization.

10. KLAS Data may not be shared with other vendors, consultants or investment firms without express written permission.

11. Subscriber/purchasing organizations are encouraged to use the KLAS description and data overview, in concert with the public promotion of KLAS Data and awards.

12. The subscriber/purchasing organization's consulting groups may use information from any of KLAS' online services to put together concepts for engagements. KLAS Data or any extract thereof may not be used in any revenue-generating activity without permission from KLAS.

13. KLAS will not approve the combination of KLAS Data with wording that does not specifically and accurately represent the data or its intent. Glamorous adjectives must be specifically avoided. KLAS is willing to provide specific quotes from the KLAS executive team to clarify and focus on targeted information upon request.

14. Any organization/person that accesses KLAS Data from any of KLAS' on-line services or reports without paying the appropriate fee will be liable and responsible, at a minimum, for the applicable full annual on-line subscription or report fee.

15. When an organization or person publishes KLAS Data or uses the KLAS logo or refers to specific KLAS Data without prior approval of KLAS, KLAS will use appropriate means to stop such unauthorized use of the KLAS name, logo or KLAS Data at the expense of the violating party. Any unauthorized use, display or misrepresentation of KLAS data will be taken seriously and KLAS will, at a minimum, issue a public 'KLAS Klarifications' press release.

16. Any deviation from the 'General Use of KLAS Data', as described above, requires written prior permission from KLAS.

II. Conference/Exhibition Use Reference & Display Guidelines, for HIMSS, RSNA, etc.

1. How can vendors reference a "Best in KLAS" rating?

• A "Best in KLAS" product (meaning that vendor's product was ranked #1 in a specific "Best in KLAS" category in a Top 20 Best in KLAS Awards report) may be publicized as such (e.g. Best in KLAS, Pharmacy, 2003). Other products (i.e. 2nd or 3rd place) may be publicized by the vendor with KLAS approval. The phrase "Best in KLAS" is reserved for the #1 ranked vendor product in the Top 20 report. Anything similar may not be used for products of lesser ranking.

2. Can KLAS executives or data be quoted in booth displays, press releases and handouts?

• Yes, when within guidelines and with prior KLAS approval. KLAS data that is transitory in nature will not be approved for public display or KLAS quotation. To ensure timely KLAS turn-around, requests should be submitted to KLAS a minimum of 3 weeks prior to the date of the intended use. An exact replica of the planned display must be approved by KLAS in advance.

Note: KLAS will remain objective and reference Top 20 data as representative of client satisfaction. No KLAS opinion on specific unmeasured vendor success can be referenced.

3. What is the required "label" for KLAS Data display?

• KLAS website

· Date of publication and applicable KLAS Market Segment Name

• KLAS logo
• Copyright notice

See paragraph I.1 of General Use of KLAS Data above for additional information.

4. Can selections or copies of the Top 20 report or other reports from Platinum KLAS be distributed?

• One page of data, per subscriber/purchasing organization, from the Top 20 report can be distributed at no cost with KLAS approval. KLAS offers vendors the opportunity to distribute entire electronic copies of the Top 20 report, PDF version of reports and select sections from the Platinum KLAS database at a reasonable cost. See your KLAS contact for pricing.

5. Any deviation from the 'Conference/Exhibition Use & Display Guidelines,' e.g., HIMSS, RSNA, etc., as described above, requires written prior permission from KLAS.

KLAS Privacy Policy

KLAS takes safeguarding online privacy seriously. Please read the following to understand KLAS' privacy practices. From time to time, KLAS may change this privacy statement because of changes in its business, or in its attempts to serve your needs better, so please review this privacy statement periodically as any changes may apply to you.

Do I need to provide personal information to KLAS?
You may view the general contents of this website without subscribing or providing any personal information. You must register for a username and password to view vendor performance ratings. You must register and create a personal profile to post comments, which we will protect as explained below.

Why does KLAS collect your information, and how is such information used?
We like to know about you to be able to serve you better. We use your information to better deliver the research you may be interested in and to validate your healthcare provider or non-healthcare provider status.

KLAS may use the personal information you submit for purposes related to KLAS' business, including, but not limited to, generating statistical studies, conducting market research, improving its products and services, getting your opinion, and notifying you of service upgrades, new services, and any other changes within KLAS that may affect you. It is our goal not to bother you with excessive communications.

How do I have my personal information deactivated, changed or updated?
KLAS respects your privacy and realizes that not everyone likes to receive notices of information. Within your online user preferences, you have the ability to opt in or out of mailing lists. You may update your personal information online within your user profile.

Does KLAS share the information that it gathers with other website users or third parties?
KLAS will not rent, lease or sell personally identifiable information to any third party.

If you choose to provide us with personally identifiable information, we may use that information to circulate news and information consistent with KLAS' purposes; send updates and notices; respond to your questions or comments; allow you to navigate the KLAS website, its forums and blogs without having to re-enter information.

If you create an online profile, interested visitors will be allowed to retrieve the information you choose to share as part of your profile, such as your experience and areas of interest.

For those visitors who choose to participate in forums, an online profile is required, and certain relevant profile components will be revealed to other participants such as your name and facility.

Important Note: Commentary or data provided within KLAS' evaluation process via phone, online, fax or otherwise is governed by a different set of rules and is completely anonymous.

We may reveal personally identifiable information if we believe in good faith we are required to do so to comply with a search warrant, subpoena, court order or other valid legal process. Also, we may disclose your personal information to other Website users, law enforcement or legal agents if we have reason to believe disclosing this information is necessary to identify, contact, or bring legal action against someone who may be violating our General Terms of Use or Promotional Use of KLAS Data Policy or to protect the safety, property or other rights of our visitors or the public or to counter any attempted breach of security of the website.

What is KLAS' commitment to data security?
KLAS recognizes your concern for security, and will use reasonable efforts to establish secure connections with you and to limit access to databases containing personal information to authorized personnel only.

Does KLAS use cookies? What are cookies?
"Cookies" give users a unique, random ID by storing small text files onto a user's computer hard drive with the user's browser. Cookies enable a website to track a user's activities on the website.
For example, KLAS may use cookies on its download page to speed up users' activities in not having to register more than once. KLAS' cookies do not contain personally identifying information. Users are free to change their web browsers to prevent the acceptance of cookies.

What are KLAS' contact procedures?
If you have any comments or questions regarding this privacy statement or if you believe KLAS has not adhered to this privacy statement, please notify us at community@klasresearch.com or call us at 801.226.5120. KLAS will take action to promptly resolve any issues.