Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Solera Health, Inc. (“Solera,” “our,” “us,” or “we”). These terms and conditions, together with our Privacy Policy (collectively, “Terms of Use”), govern your access to and use of www.SoleraNetwork.com and related services (collectively, the “Website” or “Solera’s Products and Services”) whether as a visitor or user. Please read the Terms of Use carefully before using the Website.

By using the Website, you agree to be bound and abide by these Terms of Use and our Privacy Policy.

If you do not want to agree to these Terms of Use, you must not use or access the Website.

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Solera with respect to the Website and Solera’s Products and Services. These supersede all prior and concurrent understandings, agreements, representations and warranties, both written and verbal.

Your comments and concerns

This Website is operated by Solera Health, Inc., 2425 East Camelback Road, Suite 150; Phoenix, Arizona, 85016. Please direct all feedback, requests for technical help, and other communications about the Website to: hello@soleranetwork.com.

Updates to the Terms of Use

We may revise and update these Terms of Use from time to time as we choose to. All changes are effective immediately when we post them and apply to all access and use of the Website after that.

If you continue to use the Website, and Solera’s Products and Services, after we post the revised Terms of Use, this means that you accept and agree to the changes. You are expected to check this page from time to time so you’re aware of any changes as they are legally binding on you. We recommend you check our Terms of Use each time you access the Website.

What is Solera?

Who we are

Solera offers a proprietary software as a service (“SaaS”) platform that connects a nationwide network of community organizations and digital solutions for chronic disease prevention programs (including the Centers for Disease Control and Prevention’s National Diabetes Prevention Program) with technology that:

• Manages service referrals, reimbursement, and payment
• Aggregates data
• Simplifies enrollment
• And supports increased consumer engagement and choice

We understand that Protected Health Information is personal and private, and we are dedicated to maintaining the accessibility, integrity, and security of your Protected Health Information. We take your privacy seriously. Please visit https://soleranetwork.com/privacy-policy/ to review our privacy policy.

Who we are not

Nothing on our Website, in any of our other interactions with you, or in your use of any of Solera’s products and services, should be construed as creating a physician-patient relationship between you and Solera.

If you or someone you know is having a medical emergency, call 911 immediately.

Never disregard professional medical advice or delay seeking it because of something you have read on our Website. Solera does not engage in the practice of medicine.

Solera’s Products and Services, and the content on our Website, such as text, graphics, images, articles, and other materials (“Content”) is for general informational purposes only. While we intend for all information on our Website to be useful:

• We do not guarantee the accuracy, completeness, or usefulness of this information or adequacy of any resources, information, apparatus, product, or process on our Website
• The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment
• Our Website is not designed for the delivery of time-sensitive or life critical medical or health-related communications
• We do not review all material before it is posted on the Website. Relying on such information is strictly at your own risk.

Who can use Solera’s products and services

Solera’s Products and Services are designed and intended for U.S. citizens who:

• Live in the U.S.
• Are age 14 and older
• Meet all program eligibility requirements

No one under age 18 may provide any health-related information to or through Solera’s Products and Services unless Solera confirms that such disclosure would comply with HIPAA and equivalent State law. By using Solera’s Products and Services, you guarantee that you are a U.S. citizen and meet all of the eligibility requirements.

Rules for children under the age of 13

Our products and services are not intended for children under the age of 13. No one under age 13 may provide any information to or through Solera’s Products and Services. If you are under age 13, do not provide any information on or through Solera’s Products and Services, including, but not limited to:

• Your name
• Address or e-mail address
• Telephone number
• User name
• Health information or other information

If we learn we have collected or received Personal or Protected Health Information from a child under age 13 without verification or parental consent, we will delete that information and take other appropriate measures. If you believe that we may have collected any information, including Personal or Protected Health Information, directly from a child under age 13, please contact us immediately at: myprivacy@soleranetwork.com or (602) 443-5260.

Your rights and responsibilities under this agreement

Guarantees you make

You guarantee that the information you provide to us about you will be current, true, accurate, supportable, and complete.

As part of Solera’s Products and Services, users may have the ability to transmit Personally Identifiable Information (PII) and Protected Health Information (PHI) by and between one another if allowed by HIPAA and equivalent State law.

• “Personally Identifiable Information” or PII, means any information that may be used to identify you, such as your:
• First and last name
• Age
• Gender
• Postal or e-mail address
• Phone number
• Other contact information, certain health information, or other personally identifiable information under an applicable law such as the Health Insurance Portability and Accountability Act (“HIPAA”) or an equivalent State law governing the use or disclosure of health information
• “Protected Health Information” or PHI, means:
• Information related to your physical or mental health, such as medical history, family history, medical diagnosis, health background, current health status, age, gender, sexual behavior and sexual orientation, demographic information (such as race, ethnicity, marital status, salary, education, political, religious, and trade union information)
• Information related to the diagnosis and treatment of health conditions, over-the-counter and prescription medicines, lab test results, payments for treatment, and health insurance information
• Other personally identifiable information under an applicable law such as HIPAA or an equivalent State law governing the use or disclosure of Protected Health Information and as defined by HIPAA

We do not claim ownership rights to your PI or PHI. However, if you enter PI or PHI into Solera’s Website, you grant us a non-exclusive, royalty-free, fully sub-licensable, transferable license to use, display, reproduce, and distribute (in whole or in part) to provide Solera’s Products and Services. If we do, we will follow the rules of:

• These Terms of Use
• Our Privacy Policy
• The Health Insurance Portability and Accountability Act (HIPAA)
• The Health Information Technology for Economic and Clinical Health Act (HITECH)
• Other applicable Federal, State and international laws (including regarding the exporting of data or software), and regulations of these laws known together as “Privacy Laws”

Accessing the Website and keeping your account secure

Solera is dedicated to ensuring the accessibility, integrity, and security of your PII and PHI. However, you are responsible for keeping your account secure, such as:

• Ensuring that all persons you give access to Solera’s Products and Services are aware of these Terms of Use and have an opportunity to review, accept, and comply with them
• Providing registration, authentication, and security details that are correct, current and complete. To access Solera’s Products and Services, we may ask you to provide this information. You agree that all information you provide to register with this Website or any of Solera’s Products and Services is governed by our Privacy Policy, and you consent to all actions we take with your information consistent with our Privacy Policy.
• Treating your user name, password, account, and any other information as part of our security procedures as confidential. You also acknowledge that your account is personal to you. You agree to accept responsibility for all activities that happen under your user name and password.
• Telling us immediately of any unauthorized access to, use or disclosure of your user name, password, or any other security violation or breach
• Exiting from your account at the end of each session
• Being careful when you access your account from a public or shared computer so that others are not able to view, track, or record your user name, password, or other Personal Information
• Satisfying your requirements for anti-virus protection and accuracy of data input and output, and finding a way outside of our Website for finding any lost data

User Contributions

The Website may contain “Interactive Services” that allow users to post, submit, publish, display, or transmit to other users or other persons (“post”) content or materials (collectively, “User Contributions”) on or through the Website, such as:

• Message boards
• Chat rooms
• Personal web pages or profiles
• Forums
• Bulletin boards
• User-to-user messaging services
• Or similar tools

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary.

By providing any User Contributions on the Website, you grant us and our respective licensees and successors, the right to use, reproduce, modify, perform, display, distribute, and otherwise share with third parties any of this material that must follow your account settings and Privacy Laws.

You guarantee that:

• You own or control all rights in and to your User Contributions and have the right to grant the license granted above to us and our respective licensees, successors and assigns
• All of your User Contributions do and will comply with these Terms of Use

You understand and acknowledge that you are responsible for any User Contributions you contribute and you, not Solera, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

All User Contributions must comply with the Content Standards in these Terms of Use.

Content standards

These Content Standards apply to all User Contributions and use of Interactive Services. User Contributions must comply in their entirety with all Privacy Laws. Without limiting what’s mentioned above, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, in violation of Privacy Laws, or otherwise objectionable
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person
• Violate the legal rights (including the rights of publicity and Privacy Laws) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may conflict with these Terms of Use and our Privacy Policy
• Be likely to deceive Solera or any person

Linking to the Website and social media features

You may link to our homepage, provided you link in a way that is fair and legal and does not damage our reputation or take advantage of it, or violate the Privacy Laws of any user. But, you must not link in a way that suggests we endorse, approve, or are associated with the content without our express written consent.

Our Website may provide certain social media features that allow you to:

• Link from your own or certain third-party websites to certain content on this Website
• Send e-mails or other communications with certain content, or links to certain content, on this Website
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites

You agree to cooperate with us in immediately stopping any unauthorized framing or linking. Prohibited uses or disclosures

You may use the Website and Solera’s Products and Services only for lawful purposes in accordance with these Terms of Use, our Privacy Policy and Privacy Laws.

You agree not to use the Website and Solera’s Products and Services:

• In any way that violates Privacy Laws
• For purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content
• To send, receive, upload, download, use, or re-use any material that does not comply with the Content Standards identified in these Terms of Use
• To transmit any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation
• To impersonate or attempt to impersonate Solera, a Solera agent or employee, another user, or any other person or entity
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Solera or users of the Website and Solera’s Products and Services or expose them to liability

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other user’s use of the Website, including their ability to engage in real time activities through the Website
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent
• Use any device, software, or routine that interferes with the proper functioning of the Website
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack

Otherwise attempt to interfere with the proper working of the Website

Solera’s rights and responsibilities

Solera is dedicated to ensuring the accessibility, integrity, and security of information you submit and post, including your PI and PHI.

How we protect and use your information

• Solera ensures the accessibility, integrity, and security of information with built-in access controls, monitoring, auditing, and tracking features. Every login, action performed, and Website usage is tracked and captured.
• If you share PI and PHI through Solera’s Website, you hereby grant us a non-exclusive,royalty-free, fully sub-licensable, transferable license to use, display, reproduce, and distribute (in whole or in part) in order to provide Solera’s Products and Services, consistent with:
• These Terms of Use
• Our Privacy Policy
• The Health Insurance Portability and Accountability Act (HIPAA) and The Health Information Technology for Economic and Clinical Health Act (HITECH) (jointly, “HIPAA”)
• Other applicable Federal, State and international laws (including regarding the exporting of data or software), and regulations under these laws (collectively, “Privacy Laws”)
• Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. You grant us and our respective licensees and successors the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material subject to your account settings and Privacy Laws.

Reliance on information posted

The information presented on or through the Website and Solera’s Products and Services is made available solely for general information purposes. We do not undertake to review all material before it is posted on the Website. While we intend for all information on our Website to be useful, we do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk.

We are not liable or responsible for anything that happens due to anyone relying on information on the Website, including:

• You
• Any other visitor to the Website
• Anyone who may be informed of any of its content

Our Website may include content provided by third parties, including:

• Other users
• Bloggers
• Educators
• Physicians
• Researchers, etc.

All statements and opinions expressed in these materials, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the author. We are not responsible or liable for the content or accuracy of any materials authored by any third parties.

We have the right to disable any user name, password, or other identifier at any time in our sole discretion if, in our opinion, you have violated any provision of these Terms of Use or our Privacy Policy.

Disclaimer of warranties and acknowledgements

Your use of the website, its content, and any products or services obtained through the website is at your own risk.

You understand that we cannot and do not guarantee that files you download from the internet or the Website will be free of viruses or other destructive code.

To the maximum extent permitted by applicable law, the website and related products and services are provided “as is” and “as available,” with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect thereto, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and noninfringement.

We do not guarantee, in writing or verbally, that the functions will meet your requirements, that any service will be uninterrupted or error-free, or that defects will be corrected. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply.

Website changes, maintenance, and availability

We reserve the right to withdraw or amend this Website, or any of Solera’s Products and Services, in our sole discretion without notice. We will not be liable if all or any part of the Website is unavailable at any time, for any reason.

We will do scheduled system maintenance from time to time. During this time, updates to the Website, or parts of the website, may be unavailable. We may need to do emergency maintenance at other times in the event of system failure. You specifically acknowledge that outage and downtime may occur. Use of our Website is void where prohibited by regulation.

Monitoring, enforcement, and termination

In our sole discretion, we have the right to:

• Remove or refuse to post any User Contributions for any or no reason
• Withdraw linking permission and disable all or any social media features and any links at any time without notice
• Take any action with respect to any User Contributions that we deem necessary or appropriate, including if we believe that the User Contributions:
• Violates the Terms of Use, including the Privacy Policy and Content Standards
• Infringes any intellectual property right or other right of any person or entity
• Threatens the personal safety of the Website users or the public
• Violates Privacy Laws
• Or could create liability for Solera
• Share your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or privacy rights as stated in Privacy Laws
• Take appropriate legal action for any illegal or unauthorized use of the Website or Solera’s Products and Services, including without limitation, referral to law enforcement
• Terminate or suspend your access to all or part of the Website or Solera’s Products and Services for any violation of these Terms of Use

Without limiting what’s stated above, we have the right to fully cooperate with any law enforcement authorities, regulatory agencies, and administrative or court orders that request or direct us to share the identity or other information of anyone posting any materials on the Website.

You waive and hold harmless Solera and its licensees from any claims that result from any action Solera and/or its licensees take:

• During, or as a result of its investigations
• As a consequence of investigations or other actions by Solera, law enforcement, regulatory agencies, or private parties.

Geographic restrictions

Solera is based in Arizona, in the United States.

• We provide this Website for use only by people within the United States
• We make no claims that the Website or any of its content is accessible, appropriate, or lawful outside of the United States
• Access to the Website may not be legal by certain people or in certain countries
• If you access the Website from outside the United States, you do so on your own initiative and are responsible for following local laws

Intellectual property rights

Solera’s Products and Services, including our Website (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement) are:

• Owned or controlled by Solera, its licensors or other providers of such material
• Protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws

Under no circumstances may the name Solera or any of Solera’s proprietary tools or services be used in any advertising or publicity without the express prior written permission of Solera.

If you print, copy, change, download, use, or provide any other person or entity with access to any part of the Website or Solera’s Products and Services in violation or breach of these Terms of Use, your right to use Solera’s Products and Services will end immediately and you must, at our option, return or destroy any copies of the materials you have made.

All rights not expressly granted are reserved by Solera. No right, title, or interest in or to the Website or any content on the Website is transferred to you. Any use of the Website or Solera’s Products and Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The following are trademarks of Solera or its affiliates, licensors, or respective owners:

• Solera’s name
• Solera’s logo
• All related names, logos, product and service names, designs, and slogans

You must not use these without the prior written permission of Solera.

Acknowledgement regarding text messages

To the extent the Website or related services enables you to send or receive text messages, the standard text messaging rates or other carrier charges may apply.

Limitation of liability

We will not be liable for any loss or damage caused by:

• A distributed denial-of-service attack
• Viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the website or any services or items you get through the website, or to your downloading of any material posted on it, or on any website linked to it

In no event will Solera, its affiliates, or their licensors, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use:

• The website
• Any websites linked to it
• Any content on the website or such other websites
• Or any services or items obtained through the website or such other websites

This also includes any direct, indirect, special, incidental, consequential or punitive damages, including, but not limited to:

• Personal injury
• Pain and suffering
• Emotional distress
• Loss of revenue
• Loss of profits
• Loss of income
• Loss of use
• Loss of goodwill
• Loss of data
• And whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable

Some areas do not allow the limitation of liability or exclusion of certain damages, so this limitation may not apply.

Indemnification

If you violate these Terms of Use or have any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees due to your use of the Website including, but not limited to, your User Contributions, any use of the Website’s content, and Solera’s Products and Services, you agree to defend, indemnify and hold harmless Solera, its affiliates, licensors and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns.

Governing law and jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).

Amendments

Any amendments to and waivers under these Terms of Use shall only be valid if in writing and signed by an authorized officer of Solera.

Waiver and Severability

No waiver by Solera of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Solera to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provision of the Terms of Use will continue in full force and effect.

Arbitration agreement

You expressly agree that you will submit any dispute(s) arising from the use of these Terms of Use or the website, including their interpretation, violation, invalidity, non-performance, or termination, to binding arbitration under the rules of arbitration of the American arbitration association applying Arizona law in the county of Maricopa.





Mobile terms and conditions

Effective Date: 05/19/2021

Receive text messages from Solera through your mobile device. To start receiving texts, text “JOIN” to 70385.

You can cancel this text service at any time. Text “STOP” to 70385. Solera will message you to confirm that you have been unsubscribed. You will no longer receive text messages from Solera. If you want to resume receiving information, text “JOIN” to 70385. and Solera will resume sending text messages to you again.

If you are experiencing issues with the messaging program, you can text “HELP” to 70385 for more assistance, or you can get help directly at 877.486.0141.

Carriers are not liable for delayed or undelivered messages.

As always, message and data rates may apply for any messages sent to you from us and to us from you. You may receive up to 4 text messages each month from Solera’s automated system. If you have any questions about your carrier’s text plan or data plan, it is best to contact your carrier directly.

If you have any questions regarding the privacy of your information, please review Solera’s privacy policy: https://soleranetwork.com/privacy-policy

We take your privacy seriously. Please visit https://soleranetwork.com/privacy-policy to review our privacy policy.