Prime Clinical Management

TERMS OF USE AND SERVICE TERMS & CONDITIONS

Effective Date: 10/28/2026

Last Updated: 10/28/2026

IMPORTANT LEGAL NOTICE

These Terms of Use and Service Terms & Conditions (“Terms“) constitute a legally binding agreement between Prime Clinical Management , a Texas Professional Limited Liability Company (“Prime,” “Company,” “we,” “our,” or “us“), and every individual or entity that accesses, visits, browses, registers with, communicates through, or otherwise uses our Website or Services (“User,” “you,” or “your“).

Please read these Terms carefully before using the Website or any Services offered by Prime.

By accessing the Website, submitting information, creating an account, requesting information, enrolling in any Prime program, receiving services, executing an electronic consent, or otherwise interacting with Prime, you acknowledge that you have read, understand, and agree to be legally bound by these Terms and all applicable laws and regulations.

If you do not agree to these Terms, you must immediately discontinue use of the Website and Services.

ARTICLE 1 – COMPANY INFORMATION

Prime Clinical Management is a healthcare services organization providing clinical support, care management, operational consulting, patient engagement, remote monitoring, and healthcare technology-enabled services to patients, physicians, clinics, hospitals, health systems, accountable care organizations, employer groups, governmental entities, and other healthcare organizations throughout the United States.

Prime may provide services directly or through licensed healthcare professionals, contractors, affiliates, technology partners, subcontractors, or authorized representatives.

Nothing contained on this Website shall be interpreted as creating an employment relationship, partnership, joint venture, agency relationship, or ownership interest between Primand any User.

ARTICLE 2 – DEFINITIONS

For purposes of these Terms, the following definitions apply:

“Website”

The term Website includes all Prime-owned or operated websites, mobile websites, patient portals, web applications, software platforms, mobile applications, online forms, electronic communications, social media pages, and digital properties.

“Services”

Services include any product or service offered by Prime, including but not limited to:

• Remote Patient Monitoring (RPM)
• Chronic Care Management (CCM)
• Complex Chronic Care Management (Complex CCM)
• Principal Care Management (PCM)
• Advanced Primary Care Management (APCM)
• Behavioral Health Integration (BHI)
• Remote Therapeutic Monitoring (RTM)
• Transitional Care Management (TCM)
• Annual Wellness Visit (AWV) support
• Care Coordination
• Population Health Management
• Clinical Navigation
• Medication Support Services
• Preventive Care Programs
• Patient Education
• Clinical Consulting
• Revenue Cycle Support
• Healthcare Analytics
• Software-enabled Clinical Services
• Future healthcare management programs recognized by the Centers for Medicare & Medicaid Services (“CMS”) or other governmental or commercial payers.

“Patient”

An individual who receives or is eligible to receive services supported or coordinated by Prime.

“Provider”

A physician, advanced practice provider, nurse practitioner, physician assistant, licensed healthcare professional, healthcare practice, hospital, health system, or other organization utilizing Prime Services.

“Business Client”

Any healthcare organization, employer, payer, accountable care organization, independent physician association, clinic, or commercial entity that contracts with Prime.

“Protected Health Information” or “PHI”

Information protected under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, and any implementing regulations.

ARTICLE 3 – ELIGIBILITY

By using the Website or Services, you represent and warrant that:

• You are at least eighteen (18) years of age, or the age of majority in your jurisdiction;
• You possess the legal authority to enter into binding agreements;
• If acting on behalf of another person or organization, you possess authority to bind that individual or entity;
• All information you provide is complete, current, and accurate;
• Your use of the Website and Services complies with all applicable federal, state, and local laws.

Prime reserves the right to refuse or terminate access if eligibility requirements are not satisfied.

ARTICLE 4 – MODIFICATIONS TO THESE TERMS

Prime may revise these Terms from time to time to reflect changes in:

• Applicable laws;
• CMS regulations;
• Medicare or Medicaid requirements;
• Commercial payer requirements;
• Technology platforms;
• Business operations;
• Security practices;
• Clinical programs;
• Industry standards.

Updated Terms become effective immediately upon publication unless otherwise stated.

Your continued use of the Website or Services after updated Terms are published constitutes acceptance of those revisions.

ARTICLE 5 – WEBSITE USE

Prime grants Users a limited, revocable, non-exclusive, non-transferable license to access the Website solely for lawful purposes consistent with these Terms.

You agree to use the Website only for legitimate healthcare, educational, informational, business, or communication purposes.

You agree not to:

• interfere with Website operations;
• attempt unauthorized access to systems;
• introduce malicious software;
• upload harmful code;
• circumvent security controls;
• impersonate another individual;
• harvest user information;
• scrape Website content through automated means;
• copy proprietary materials without authorization;
• interfere with other Users’ access;
• violate any applicable law or regulation.

Prime reserves the right to suspend or permanently terminate Website access at its sole discretion for any violation of these Terms.

ARTICLE 6 – NO MEDICAL ADVICE

The Website and its content are provided solely for educational and informational purposes.

Nothing contained on the Website constitutes:

• medical advice;
• nursing advice;
• diagnosis;
• treatment recommendations;
• prescription services;
• emergency medical care;
• individualized clinical recommendations.

Users should always consult their treating physician or other qualified healthcare professional regarding any medical condition.

No information presented by Prime should be relied upon as a substitute for professional medical judgment.

ARTICLE 7 – NO PROVIDER–PATIENT RELATIONSHIP

Accessing the Website, submitting a contact form, downloading educational materials, communicating electronically with Prime, or requesting information does not establish:

• a physician-patient relationship;
• nurse-patient relationship;
• therapist-patient relationship;
• healthcare provider-patient relationship;
• fiduciary relationship.

Clinical relationships are established only through enrollment in an authorized Prime-supported program under the supervision of an appropriately licensed healthcare provider and subject to all required consents, authorizations, and applicable law.

ARTICLE 8 – EMERGENCY SERVICES DISCLAIMER

Prime does not provide emergency medical services.

Remote monitoring devices, patient portals, electronic messaging, emails, text messages, and telephone communications are not monitored continuously and must never be relied upon during a medical emergency.

If you believe you are experiencing a medical emergency, immediately:

• Call 911;
• Contact your local emergency medical services;
• Proceed to the nearest emergency department.

Prime assumes no responsibility for delays associated with electronic communications or remote monitoring technologies during emergency situations.

ARTICLE 9 – SCOPE OF SERVICES

Prime Clinical Management provides technology-enabled clinical support and healthcare management services designed to assist healthcare providers and patients in the ongoing management of chronic and acute medical conditions. Prime’s services are intended to supplement, but not replace, the medical judgment of a patient’s treating provider.

Services may include, without limitation:

• Remote Patient Monitoring (“RPM”);
• Chronic Care Management (“CCM”);
• Complex Chronic Care Management (“Complex CCM”);
• Principal Care Management (“PCM”);
• Advanced Primary Care Management (“APCM”);
• Behavioral Health Integration (“BHI”);
• Remote Therapeutic Monitoring (“RTM”);
• Transitional Care Management (“TCM”);
• Annual Wellness Visit (“AWV”) support;
• Preventive health and wellness initiatives;
• Population health management;
• Medication adherence support;
• Patient education;
• Care coordination;
• Care navigation;
• Social Determinants of Health (SDOH) screening and resource coordination;
• Clinical documentation support;
• Healthcare analytics and reporting;
• Clinical consulting services; and
• Any future care management or remote monitoring programs recognized by CMS or commercial payers.

The specific services available to any individual patient or provider may vary based upon applicable law, payer requirements, contractual agreements, physician orders, patient eligibility, and clinical appropriateness.

ARTICLE 10 – PATIENT ENROLLMENT

Participation in Prime-supported programs is voluntary unless otherwise required by an employer-sponsored, payer-sponsored, or governmental healthcare program.

Enrollment may require:

• physician or qualified healthcare provider authorization;
• patient consent;
• verification of insurance eligibility;
• verification of demographic information;
• completion of required intake documentation;
• acceptance of applicable program-specific policies.

Prime reserves the right to deny or discontinue enrollment when required by applicable law, payer requirements, operational limitations, fraud prevention efforts, or patient safety concerns.

Enrollment does not guarantee continued eligibility, insurance reimbursement, or availability of specific services.

ARTICLE 11 – PATIENT RESPONSIBILITIES

Patients agree to actively participate in their care management program by:

1. Providing accurate, current, and complete demographic, insurance, and health information.
2. Promptly notifying Prime or the treating provider of changes to contact information, insurance coverage, or health status.
3. Using monitoring devices only as instructed.
4. Following instructions provided by the treating provider regarding medications, treatment plans, and monitoring activities.
5. Completing requested assessments, questionnaires, or educational activities when applicable.
6. Participating in scheduled telephone calls, virtual visits, secure messaging, or other communications necessary to support care management.
7. Protecting usernames, passwords, and authentication credentials associated with Apex systems.
8. Immediately reporting suspected fraud, identity theft, unauthorized account access, or device malfunction.

Patients acknowledge that failure to meaningfully participate may result in suspension or discontinuation of services where permitted by law or payer policy.

ARTICLE 12 – PROVIDER RESPONSIBILITIES

Healthcare providers utilizing Prime’s services remain solely responsible for all medical decision-making.

Without limitation, providers retain responsibility for:

• diagnosis;
• treatment planning;
• prescribing medications;
• reviewing laboratory and diagnostic results;
• determining patient eligibility;
• reviewing care plans where required;
• documenting clinical decision-making;
• obtaining informed consent when required;
• supervising delegated services;
• complying with all applicable licensing requirements.

Prime’s services are administrative, educational, monitoring, and supportive in nature unless otherwise expressly agreed in writing.

Nothing contained in these Terms transfers the legal duty of patient care from the treating provider to Apex.

ARTICLE 13 – REMOTE MONITORING DEVICES

Certain Prime programs utilize medical devices supplied by Prime, healthcare providers, manufacturers, distributors, or third-party vendors.

Patients acknowledge and agree that:

• monitoring devices are not emergency response systems;
• device readings may not be reviewed immediately;
• transmission delays may occur;
• internet or cellular connectivity failures may interrupt data transmission;
• Prime cannot guarantee uninterrupted device functionality.

Unless otherwise agreed in writing, supplied devices remain the property of Prime or its designated vendor.

Patients agree to:

• use devices only for their intended purpose;
• prevent misuse or unauthorized access;
• maintain reasonable care of equipment;
• promptly report malfunction, theft, or loss;
• return equipment upon request where applicable.

Prime reserves the right to charge replacement costs for lost, stolen, intentionally damaged, or unreturned equipment to the extent permitted by applicable law and contractual agreements.

ARTICLE 14 – COMMUNICATIONS

By providing contact information to Prime, Users expressly consent to receive communications related to the Website, Services, patient care, billing, operational matters, quality improvement activities, and customer support.

Communications may occur through:

• telephone calls;
• SMS or text messaging;
• secure messaging platforms;
• email;
• patient portals;
• mobile applications;
• postal mail;
• other electronic communication technologies authorized by law.

Users acknowledge that standard message and data rates imposed by wireless carriers may apply.

Users are responsible for notifying Prime if their contact information changes.

Consent to receive operational and clinical communications is separate from consent to receive marketing communications.

Users may opt out of marketing communications at any time; however, Prime may continue sending communications necessary to administer services, comply with legal obligations, or protect patient safety.

ARTICLE 15 – ELECTRONIC CONSENT

To the fullest extent permitted by law, Users consent to conduct transactions electronically.

Electronic records may include:

• enrollment forms;
• acknowledgments;
• patient consents;
• notices;
• disclosures;
• invoices;
• billing statements;
• communications;
• electronic signatures.

Electronic signatures shall possess the same legal force and effect as handwritten signatures under the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), the Uniform Electronic Transactions Act (“UETA”), and applicable state law.

ARTICLE 16 – BILLING AND FINANCIAL RESPONSIBILITY

Patients acknowledge that participation in Prime-supported services may result in claims submitted to governmental or commercial payers.

Coverage determinations are made exclusively by the applicable payer.

Patients remain responsible for all amounts legally owed, including:

• deductibles;
• copayments;
• coinsurance;
• non-covered services;
• balances permitted by applicable law.

Prime makes no guarantee regarding:

• insurance coverage;
• reimbursement amounts;
• payer approval;
• eligibility;
• claims processing;
• timing of payment.

Business clients remain responsible for fees established under separately executed service agreements.

ARTICLE 17 – NO GUARANTEE OF OUTCOMES

Healthcare outcomes depend upon numerous variables beyond Prime’s control.

Accordingly, Prime does not guarantee:

• improvement in clinical outcomes;
• disease stabilization;
• reduced hospitalization;
• medication adherence;
• patient engagement;
• provider revenue;
• reimbursement;
• regulatory compliance;
• quality scores;
• value-based care performance.

Examples, projections, case studies, financial illustrations, and educational materials are provided solely for informational purposes and shall not be interpreted as guarantees of future performance.

ARTICLE 18 – FUTURE HEALTHCARE PROGRAMS

These Terms automatically apply to any successor or replacement healthcare management program offered by Prime unless a separate written agreement expressly provides otherwise.

Such programs may include future reimbursement models, care coordination initiatives, technology-enabled clinical services, value-based care programs, remote monitoring services, population health initiatives, or other programs recognized by CMS, commercial insurers, self-funded employers, accountable care organizations, or governmental agencies.

Users acknowledge that program requirements, reimbursement methodologies, eligibility criteria, and operational procedures may evolve over time in response to changes in law, regulation, payer policy, or industry standards.

Prime reserves the right to modify its Services to maintain compliance with applicable legal and regulatory requirements.

ARTICLE 19 – PRIVACY, CONFIDENTIALITY, AND HIPAA

Prime is committed to protecting the privacy, confidentiality, integrity, and security of personal information entrusted to it. Prime implements administrative, physical, and technical safeguards designed to protect information in accordance with applicable federal and state law.

Where Prime creates, receives, maintains, transmits, or stores Protected Health Information (“PHI”) on behalf of a Covered Entity or Business Associate, Apex shall comply with applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations.

Users acknowledge that:

• Internet communications are not completely secure.
• No electronic transmission or storage system can be guaranteed to be 100% secure.
• Prime employs commercially reasonable safeguards but cannot guarantee absolute security.

Nothing contained within these Terms shall be interpreted as modifying the obligations contained within any separately executed Business Associate Agreement (“BAA”) between Prime and a Covered Entity.

ARTICLE 20 – COLLECTION AND USE OF INFORMATION

Prime may collect information including, but not limited to:

• Name
• Date of birth
• Contact information
• Emergency contact information
• Insurance information
• Medical history
• Diagnoses
• Medications
• Device-generated physiological data
• Assessment responses
• Care management documentation
• Communication records
• Website usage information
• Technical device information
• Cookies and analytics data

Information may be used to:

• Deliver Services;
• Coordinate care;
• Verify eligibility;
• Improve quality;
• Perform utilization review;
• Meet contractual obligations;
• Comply with legal requirements;
• Improve software functionality;
• Conduct internal business operations;
• Prevent fraud;
• Maintain system security.

Prime will only disclose information as permitted or required by applicable law or with appropriate authorization.

ARTICLE 21 – DE-IDENTIFIED DATA

To the extent permitted by applicable law, Prime may create or receive de-identified or aggregated information derived from patient or operational data.

Such information may be used for:

• Quality improvement;
• Clinical research where legally permissible;
• Population health analytics;
• Operational reporting;
• Product improvement;
• Statistical analysis;
• Benchmarking;
• Artificial intelligence model improvement;
• Regulatory reporting.

Information used for these purposes shall not intentionally identify individual patients.

Nothing in this Article authorizes the sale of Protected Health Information in violation of applicable law.

ARTICLE 22 – ARTIFICIAL INTELLIGENCE AND TECHNOLOGY

Prime may utilize advanced technologies, including artificial intelligence (“AI”), machine learning, predictive analytics, automation, workflow optimization, decision-support software, natural language processing, and other technology-enabled tools.

These technologies may assist with:

• Clinical documentation;
• Risk stratification;
• Care prioritization;
• Population health management;
• Administrative workflows;
• Patient communications;
• Scheduling;
• Reporting;
• Operational analytics.

Users acknowledge and agree that:

1. AI technologies support—but do not replace—licensed clinical judgment.
2. Clinical decisions remain solely the responsibility of the treating healthcare provider.
3. Prime does not guarantee the accuracy of AI-generated recommendations.
4. Users should not rely solely upon automated outputs when making healthcare decisions.

ARTICLE 23 – INTELLECTUAL PROPERTY

Unless otherwise expressly stated, all intellectual property associated with Apex remains the exclusive property of Prime or its licensors.

Protected property includes, without limitation:

• Software
• Clinical workflows
• Care pathways
• Standard operating procedures
• Clinical protocols
• Educational materials
• Assessments
• Training modules
• Patient engagement content
• Reports
• Dashboards
• Analytics
• Source code
• APIs
• Branding
• Logos
• Trademarks
• Trade dress
• Copyrighted materials
• Website content

No User acquires ownership rights through use of the Website or Services.

Users shall not reproduce, distribute, publish, modify, reverse engineer, create derivative works from, sell, sublicense, or commercially exploit Apex intellectual property without prior written authorization.

ARTICLE 24 – ACCEPTABLE USE

Users agree not to:

• Violate applicable law;
• Circumvent security measures;
• Attempt unauthorized access;
• Upload malware or malicious code;
• Interfere with Website performance;
• Misrepresent identity;
• Submit false information;
• Use Services for unlawful purposes;
• Collect information about other Users without authorization;
• Engage in phishing, fraud, or identity theft;
• Test system vulnerabilities without written authorization;
• Use automated tools to scrape Website content.

Prime may immediately suspend or terminate access for any prohibited activity.

ARTICLE 25 – THIRD-PARTY SERVICES

Prime may integrate or rely upon third-party products and services including:

• Electronic Health Record systems;
• Remote monitoring platforms;
• Medical device manufacturers;
• Cloud hosting providers;
• Telecommunications providers;
• Payment processors;
• Identity verification vendors;
• Analytics providers;
• Customer support platforms.

While Prime exercises reasonable diligence when selecting vendors, Prime does not control third-party operations and shall not be responsible for failures, outages, delays, security incidents, or performance issues attributable to third parties.

Users remain subject to applicable third-party terms governing those services.

ARTICLE 26 – REGULATORY COMPLIANCE

All parties agree to comply with all applicable federal, state, and local laws and regulations, including but not limited to:

• HIPAA
• HITECH
• CMS regulations
• Medicare regulations
• Medicaid regulations
• Federal Anti-Kickback Statute
• Physician Self-Referral Law (Stark Law)
• False Claims Act
• Civil Monetary Penalties Law
• Federal Trade Commission Act
• Telephone Consumer Protection Act
• CAN-SPAM Act
• Electronic Signatures in Global and National Commerce Act
• State healthcare licensing requirements
• State privacy laws

Nothing contained in these Terms shall be interpreted as:

• inducing patient referrals;
• offering unlawful remuneration;
• creating prohibited financial relationships;
• violating applicable healthcare fraud and abuse laws.

ARTICLE 27 – DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

PRIME  EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY;
• COMPLETENESS;
• RELIABILITY;
• SECURITY;
• AVAILABILITY;
• CONTINUOUS OPERATION.

Prime does not warrant that:

• Services will always be uninterrupted;
• Errors will be corrected;
• Systems will be free from viruses or malicious software;
• Communications will be received without delay;
• Devices will always function properly.

ARTICLE 28 – LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRIME, ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, CLINICIANS, AGENTS, SUCCESSORS, AFFILIATES, AND VENDORS SHALL NOT BE LIABLE FOR:

• indirect damages;
• incidental damages;
• consequential damages;
• punitive damages;
• exemplary damages;
• lost profits;
• lost revenue;
• lost business opportunities;
• business interruption;
• reputational harm;
• data loss;
• emotional distress;
• loss of goodwill.

This limitation applies regardless of the legal theory asserted, including contract, tort, negligence, strict liability, warranty, or otherwise.

To the extent liability cannot legally be excluded, Apex’s aggregate liability shall not exceed the total amount paid directly to Prime for the specific Service giving rise to the claim during the twelve (12) months immediately preceding the event.

Nothing in these Terms limits liability where such limitation is prohibited by applicable law.

ARTICLE 29 – INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Prime Clinical Management , together with its owners, officers, directors, employees, contractors, affiliates, agents, successors, licensors, and vendors, from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, fines, penalties, settlements, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your use of the Website or Services;
• your violation of these Terms;
• your violation of applicable law;
• infringement of intellectual property rights;
• misuse of monitoring equipment;
• unauthorized access to systems;
• negligent or intentional misconduct.

This indemnification obligation survives termination of these Terms.

ARTICLE 30 – INSURANCE DISCLAIMER

Prime is not an insurance company and does not provide insurance coverage.

Nothing contained on the Website or within the Services shall be interpreted as a guarantee that:

• Medicare;
• Medicaid;
• Medicare Advantage plans;
• Commercial insurance carriers;
• Employer-sponsored health plans; or
• Any governmental or private payer

will reimburse, cover, authorize, or approve any Service offered by Prime.

Coverage determinations remain solely within the authority of the applicable payer, and Users are encouraged to verify benefits directly with their insurance carrier.

ARTICLE 31 – SUSPENSION AND TERMINATION OF SERVICES

Prime reserves the right, in its sole discretion and to the fullest extent permitted by applicable law, to suspend, restrict, or terminate access to the Website or Services immediately, with or without prior notice, when necessary to protect patients, providers, Prime personnel, systems, business operations, or legal interests.

Grounds for suspension or termination may include, without limitation:

• Violation of these Terms;
• Failure to satisfy program eligibility requirements;
• Submission of false, misleading, or fraudulent information;
• Suspected fraud, abuse, or unlawful activity;
• Threatening, abusive, or disruptive conduct toward Apex personnel;
• Unauthorized access to Apex systems;
• Misuse of monitoring equipment or software;
• Failure to comply with applicable laws or payer requirements;
• Material breach of any agreement with Apex;
• Non-payment by a Business Client under a separate service agreement;
• Circumstances where continued participation presents patient safety, cybersecurity, regulatory, or operational concerns.

Termination of Website access or Services does not relieve any party of obligations that accrued before termination, including payment obligations, indemnification duties, confidentiality obligations, or any provision expressly intended to survive termination.

ARTICLE 32 – FORCE MAJEURE

Prime shall not be liable for any delay, interruption, degradation, or failure in performance resulting from events beyond its reasonable control.

Such events include, without limitation:

• Acts of God;
• Natural disasters;
• Hurricanes, floods, fires, tornadoes, earthquakes, or other severe weather;
• Pandemics or public health emergencies;
• Government orders or regulatory actions;
• War, terrorism, civil unrest, or acts of violence;
• Labor disputes or strikes;
• Utility failures;
• Internet outages;
• Telecommunications interruptions;
• Cybersecurity incidents;
• Ransomware attacks;
• Supply chain disruptions;
• Failure of third-party vendors or cloud providers.

Prime will use commercially reasonable efforts to restore Services as soon as practicable following any such event.

ARTICLE 33 – DISPUTE RESOLUTION

The parties agree to make a good-faith effort to resolve any dispute through informal negotiations before initiating formal legal proceedings.

Written notice describing the nature of the dispute shall be provided to the other party, and the parties shall attempt to resolve the dispute within thirty (30) days.

Nothing in this Article prevents Prime from seeking immediate injunctive or equitable relief to protect confidential information, intellectual property, patient safety, or system security.

ARTICLE 34 – BINDING ARBITRATION

Except where prohibited by applicable law or where Prime elects to pursue equitable relief in a court of competent jurisdiction, any dispute arising out of or relating to these Terms, the Website, or the Services shall be resolved exclusively through confidential binding arbitration.

Unless otherwise agreed in writing:

• Arbitration shall be administered by the American Arbitration Association (“AAA”);
• Arbitration shall occur in Hidalgo County, Texas;
• Texas law shall govern the arbitration proceedings;
• The arbitrator shall have authority to award all remedies available under applicable law, except where limited by these Terms.

Each party shall bear its own attorneys’ fees unless otherwise awarded by the arbitrator or required by law.

ARTICLE 35 – WAIVER OF JURY TRIAL

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES.

ARTICLE 36 – CLASS ACTION WAIVER

To the fullest extent permitted by applicable law, all disputes shall be brought solely in an individual capacity.

No party may:

• participate as a class representative;
• participate as a class member;
• initiate or participate in a consolidated proceeding;
• pursue representative claims;
• participate in a private attorney general action against Apex.

If this waiver is determined to be unenforceable under applicable law, only the unenforceable portion shall be severed, and all remaining provisions shall remain in effect.

ARTICLE 37 – GOVERNING LAW

These Terms shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to conflict-of-law principles.

Any legal action not subject to binding arbitration shall be brought exclusively in the state or federal courts located in Hidalgo County, Texas.

Each party irrevocably consents to the personal jurisdiction of those courts.

ARTICLE 38 – NOTICES

Unless otherwise required by law or a separate written agreement, notices under these Terms may be delivered by:

• electronic mail;
• secure patient portal;
• certified U.S. Mail;
• nationally recognized overnight courier;
• personal delivery.

Electronic notices are deemed received when transmitted, provided no delivery failure notification is received.

Users are responsible for maintaining current contact information with Prime.

ARTICLE 39 – ASSIGNMENT

Users may not assign or transfer any rights or obligations under these Terms without Apex’s prior written consent.

Prime may assign these Terms, in whole or in part, to:

• an affiliate;
• successor entity;
• purchaser;
• merger partner;
• acquiring organization; or
• substantially all purchaser of Apex’s assets,

provided such assignment does not materially diminish the legal protections afforded to Users under applicable law.

ARTICLE 40 – SEVERABILITY

If any provision of these Terms is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified only to the extent necessary to make it enforceable or, if modification is not possible, severed from these Terms.

The remaining provisions shall remain in full force and effect.

ARTICLE 41 – SURVIVAL

The following provisions shall survive termination of these Terms and any relationship between Prime and the User:

• Intellectual Property
• Confidentiality
• Privacy
• Payment Obligations
• Limitation of Liability
• Disclaimer of Warranties
• Indemnification
• Arbitration
• Governing Law
• Class Action Waiver
• Force Majeure
• Any other provision which by its nature is intended to survive termination.

ARTICLE 42 – ENTIRE AGREEMENT

These Terms, together with the Prime’s Privacy Policy, any Notice of Privacy Practices, applicable patient consents, Business Associate Agreements, executed service agreements, and other documents expressly incorporated by reference, constitute the complete agreement between the parties concerning the Website and Services.

These Terms supersede all prior oral or written communications relating to the subject matter herein.

No waiver of any provision shall be effective unless made in writing by Prime.

ARTICLE 43 – BUSINESS CLIENT TERMS

Healthcare providers, physician practices, hospitals, health systems, accountable care organizations, employers, and other organizations contracting with Prime acknowledge that:

• Prime functions as an independent contractor unless otherwise expressly agreed in writing.
• Nothing in these Terms transfers the professional duty of patient care from the treating provider to Prime.
• Business Clients remain responsible for obtaining all required patient consents, physician orders, and payer documentation unless specifically delegated by written agreement.
• Prime may rely upon information provided by the Business Client without independent verification.
• Separate Master Service Agreements, Statements of Work, Business Associate Agreements, or Participation Agreements shall control in the event of any conflict with these Terms.

ARTICLE 44 – PATIENT CONSENT TO CARE MANAGEMENT COMMUNICATIONS

By enrolling in any Prime-supported care management program, the patient acknowledges and agrees that Prime and its authorized personnel may contact the patient using telephone calls, voicemail, SMS text messages, secure messaging platforms, electronic mail, mailed correspondence, video conferencing technology, or patient portals for purposes including:

• Care coordination;
• Appointment scheduling;
• Clinical follow-up;
• Medication reminders;
• Device support;
• Educational materials;
• Billing inquiries;
• Quality improvement;
• Satisfaction surveys;
• Regulatory compliance.

The patient understands that standard carrier messaging or data charges may apply.

Consent to operational and clinical communications remains effective unless revoked in writing, except where continued communication is required by law or necessary to administer ongoing services.

ARTICLE 45 – CONTACT INFORMATION

Questions regarding these Terms should be directed to:

Prime Clinical Management

McAllen, Texas, United States

Email: info@primeclinicalmanagement.com

Website: www.primeclinicalmanagement.com

ACKNOWLEDGMENT

BY ACCESSING THE WEBSITE, SUBMITTING INFORMATION, REQUESTING SERVICES, ENROLLING IN A PROGRAM, EXECUTING AN ELECTRONIC CONSENT, OR OTHERWISE USING ANY WEBSITE, PLATFORM, DEVICE, SOFTWARE, OR SERVICE PROVIDED BY APEX CLINICAL SERVICES, PLLC, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND SERVICE TERMS & CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITE OR SERVICES.