Authorization to Access Computer to Provide Remote Assistance Support

Remote Assistance Support is an option by which an eClinicalWorks customer (the “Customer”) may invite a member of the eClinicalWorks support team to access the Customer’s computer over a secure connection. In some situations, the session may be recorded. This Authorization provides information about and sets the terms by which eClinicalWorks will provide Remote Assistance Support.

I.Use of LogMeIn Rescue

To facilitate Remote Assistance Support, eClinicalWorks subscribes to a service provided by third-party LogMeIn, Inc., called LogMeIn Rescue. The LogMeIn Rescue service does not require a Customer to install software permanently, and the Customer controls the level and duration of access that eClinicalWorks can have to the Customer’s system. The eClinicalWorks support team can only remotely access the part of the Customer’s computer to which the Customer gives access. The access granted by the Customer to eClinicalWorks requires explicit permission by the Customer, and this permission must be granted each and every time the Customer requests support from eClinicalWorks using the LogMeIn Rescue service. The Customer should limit control only to the portion of its system that relates to the specific support services requested from eClinicalWorks.

As part of eClinicalWorks’ compliance with the Health Insurance Portability and Accountability Act of 1996, amendments and related statutes thereto, and associated regulations (collectively, “HIPAA”), eClinicalWorks has executed a business associate agreement with LogMeIn, Inc.

II.Authority to Authorize; Services Rendered per Separate Agreement

Before eClinicalWorks accesses the Customer’s computer, you, as the person reading this Authorization, should confirm that you are authorized to act on the Customer’s behalf. Importantly, eClinicalWorks renders this service on behalf of the Customer, and your participation in this service can only be as part of or on behalf of Customer. You shall be considered within the scope of “Customer” for purposes of this Authorization and the Agreement, and you should decline to participate if you reject this interpretation. Any ensuing access will be performed pursuant to the previously entered agreement(s), statement(s) of work, terms of use, and addenda (collectively, the “Agreement”) between the Customer and eClinicalWorks wherein eClinicalWorks agreed to provide support for the present Remote Assistance Support. If the Customer has not contracted with eClinicalWorks to provide software and/or services, then the Customer must stop now and not accept this Authorization.

III.Voluntary Use of Software; Warranties; Indemnification.

Authorizing eClinicalWorks to access the Customer’s computer through LogMeIn Rescue is voluntary. eClinicalWorks will continue to honor its obligations under the Agreement even if this Authorization is rejected. By accepting this agreement, the Customer agrees to provide access to its computer to eClinicalWorks and, potentially, for eClinicalWorks to record the session.

The service is provided “as-is.” The Customer (including you) bears the risk of using the service. eClinicalWorks gives no express warranties, guarantees or conditions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ECLINICALWORKS EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT RELATED TO ECLINICALWORKS’ SERVICES PROVIDED PURSUANT TO THIS AUTHORIZATION AND REMOTE ASSISTANCE SUPPORT.

IN ADDITION, ECLINICALWORKS DOES NOT REPRESENT AND DISCLAIMS ANY OF THE FOLLOWING WARRANTIES REGARDING THE LOGMEIN RESCUE SERVICE: (i) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS, or (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED, and

(iv)ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. USE OF THE LOGMEIN RESCUE SERVICE IS AT THE CUSTOMER’S SOLE RISK.

ECLINICALWORKS’ LIABILITY FOR ANY LOSSES OR DAMAGES, IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF THE SUBJECT MATTER OF THIS AUTHORIZATION SHALL BE LIMITED TO THOSE ACTUAL AND DIRECT DAMAGES REASONABLY INCURRED BY THE CUSTOMER AND SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR REMOTE ASSISTANCE SUPPORT OVER THE MONTHS IN WHICH LIABILITY OCCURRED NOT TO EXCEED TWELVE (12) MONTHS. ECLINICALWORKS WILL NOT BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF DATA, LOST PROFITS, LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS AUTHORIZATION, EVEN IF ECLINICALWORKS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS; THEREFORE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.

In order for eClinicalWorks to provide the LogMeIn Rescue service, eClinicalWorks is obligated to undertake certain obligations, and, in this paragraph, eClinicalWorks imposes equivalent obligations on the Customer. The Customer will indemnify and defend eClinicalWorks against any third-party claim resulting from a breach of Section IV or alleging that any of the Customer’s Content (defined below) infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, and the Customer agrees to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. eClinicalWorks will promptly notify the Customer of any claim against eClinicalWorks and cooperate with the Customer in defending the claim. The Customer will reimburse eClinicalWorks for reasonable expenses incurred in providing any cooperation or assistance. The Customer will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring eClinicalWorks to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) eClinicalWorks may join in the defense with eClinicalWorks’ own counsel at eClinicalWorks’ own expense.

secret or privacy rights of any party, and the Customer agrees to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. eClinicalWorks will promptly notify the Customer of any claim against eClinicalWorks and cooperate with the Customer in defending the claim. The Customer will reimburse eClinicalWorks for reasonable expenses incurred in providing any cooperation or assistance. The Customer will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring eClinicalWorks to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) eClinicalWorks may join in the defense with eClinicalWorks’ own counsel at eClinicalWorks’ own expense.

To the extent that LogMeIn, Inc., defends, indemnifies, or holds harmless eClinicalWorks regarding the LogMeIn Rescue service, eClinicalWorks does not waive any efforts by the Customer to avail itself of the same protections.

IV.

Your Content and Accounts

The Customer retains all rights to the Customer’s content that will be accessible because of this Authorization, including any of the Customer’s or the Customer’s users’ or recipients’ files, documents, recordings, and other information uploaded for storage, or used, presented or shared with third parties in connection with the Remote Assistance Support (the “Content”), and eClinicalWorks does not own or license out the Customer’s Content. To the extent necessary to provide Remote Assistance Support, the Customer grants eClinicalWorks and LogMeIn, Inc., a non-exclusive, worldwide, royalty-free, license to use, modify, reproduce and distribute the Customer’s Content, only as required to provide the services to which the Customer has subscribed pursuant to the Agreement, and the Customer warrants that (i) the Customer has the right to grant this license, and (ii) none of the Customer’s Content infringes on the rights of any third party. Each party agrees to apply reasonable technical, organizational, and administrative security measures to keep the Content protected in accordance with industry standards. eClinicalWorks will not view, access or process any of the Customer’s Content, except: (x) as directed or instructed by Customer, including but not limited to Customer’s users, or (y) as required to comply with the respective policies of eClinicalWorks or LogMeIn, Inc., applicable law, or governmental request. The Customer agrees to comply with all legal duties applicable to the Customer as a data controller by virtue of the submission of the Customer’s Content. If the Customer’s Content is subject to European Union data protection laws and is processed by eClinicalWorks, as a data processor acting on the Customer’s behalf (in the Customer’s capacity as data controller), eClinicalWorks will use and process the Customer’s Content in order to provide the services and fulfill eClinicalWorks’ obligations under the Agreement, and in accordance with the Customer’s instructions as represented in this Authorization. Notwithstanding anything to the contrary, this section expresses the entirety of eClinicalWorks’ obligations with respect to the Customer’s Content.

V.No Other Modification of the Separate Agreement

Except for the terms stated above, this Authorization does not alter the terms of eClinicalWorks’ Agreement with Customer. The Agreement shall continue to govern eClinicalWorks’ relationship with Customer, to the extent not modified above for the limited purpose of providing Remote Assistance Support, including but not limited to any terms in the Agreement setting the governing law and dispute resolution.

You may evidence your acceptance of this Authorization’s terms by clicking “I Accept” below.