Discovery Portal End User License Agreement

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”) BEFORE ACCESSING OR USING THE DISCOVERY PORTAL APPLICATION. THIS AGREEMENT CONTAINS IMPORTANT TERMS AND CONDITIONS ABOUT YOUR USE OF DISCOVERY PORTAL AND OUR OBLIGATIONS WITH RESPECT TO DISCOVERY PORTAL. IF YOU AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I AGREE” BUTTON. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DECLINE” BUTTON

1. License. Laboratory Corporation of America Holdings (“we,” “us,” or “our”) hereby grants to you, and you accept, a limited, non-exclusive, non-transferable license to access and use our Discovery Portal application (the “Application”), only as made available by us to you and as authorized in this Agreement. We may, but are not obligated to, update the Application from time to time. Any such update will be considered part of the Application and subject to the terms of this Agreement.

2. Use. The Application is intended solely for use by individuals who fall within one of the following categories: (a) an ordering or rendering physician, or a designee or employee of an ordering or rendering physician who has been expressly authorized to access and use the Application on the physician’s behalf; or (b) third parties who wish to access the Application in connection with our performance of services on their behalf. You must not exceed the scope of your authorized use. Use of the Application is void where prohibited.

3. Restrictions. You agree that you will not (a) use the Application except as set forth in this Agreement, (b) violate any applicable law in connection with your use of the Application or any data obtained via the Application, including, but not limited to, reports generated from LabCorp Insight Analytics (“Data”), (c) transmit via the Application any unlawful, threatening, libelous, defamatory, obscene, or pornographic material, or any material that would violate any law or the intellectual property or other proprietary rights of others, (d) copy, modify, translate, adapt, or create derivative works based on, the Application or any part of it, (e) use the Application to provide service bureau or other access or use of the Application to third parties, (f) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof, (g) store or place the Application on any web page or transmit the Application electronically via the Internet, (h) export data from the Application except as expressly authorized by us, (i) sell, distribute, loan, assign, sublicense, pledge, lease, rent, share or otherwise transfer the Application, or any portion or copy of the Application, or your rights and obligations under this Agreement, (j) show the Application to anyone else without our prior written approval, or (k) remove or alter any trademark, trade name, product name, logo, copyright, patent, or other proprietary notice, legend, symbol, or label in the Application.

4. Confidentiality of Data. You acknowledge that use of the Application will involve access to highly confidential information. You agree to comply with all applicable laws and regulations related to your use of that information, including without limitation the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (“HITECH Act”), and all regulations relating thereto and any other laws and regulations governing restricted access to and the confidentiality of patient clinical records and individually identifiable health information. You agree that you shall not disclose, by any means, such information to any unauthorized person or entity. You acknowledge that unauthorized exploring or mining of individually identifiable health information is strictly prohibited. Where You use the Application outside of the United States, You agree to comply with any general or otherwise applicable privacy laws, including the European Union General Data Protection Regulation 2016/679 (“GDPR”) and have collected any and all required consents and provided any and all required notices to use the Data with the Application. Information on how We use Your data, including Our basis for processing Your data, Your rights to Your data and the contact information for Our Data Protection Officer can be found at www.labcorp.com/hipaa-privacy/web-privacy-policy.

5. Confidentiality of Application. You agree to keep strictly confidential (a) the Application, and (b) any documentation or materials you obtain in connection with your use of the Application. You agree to use your best efforts to prevent any unauthorized disclosure of the Application, or any part thereof or any documentation or materials related thereto, from begin disclosed to any third party, with particular care being given to refrain from disclosing any such information to our competitors.

6. Intellectual Property. You acknowledge that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights to the Application other than the right to use the Application in accordance with the license granted under this Agreement, subject to all its terms, conditions, and restrictions. We reserve and shall retain our entire right, title, and interest in and to the Application and all intellectual property rights arising out of or relating to the Application, subject to the license expressly granted to you in this Agreement. The Application contains trade secret and proprietary information owned by us and is protected by copyright and other applicable laws. You shall safeguard the Application from infringement, misappropriation, theft, misuse, or unauthorized access.

7. Comments and Suggestions. You agree that any information, ideas, suggestions, or materials that you or individuals acting on your behalf send to us, including feedback, data, questions, comments, product or service ideas, know-how, or suggestions relating to the Application (collectively, “Suggestions”), will not be considered confidential or proprietary, even if the Suggestions are labeled “Confidential” or “Proprietary.” Further, you agree that we will have the unrestricted and perpetual right to use, reproduce, and disclose such Suggestions, in any manner and for any purpose (including without limitation to improve the Application and to develop, market, and offer other products or services that incorporate or otherwise embody the Suggestions), without providing any notice, compensation, or attribution to you.

8. Term; Termination. This Agreement is effective upon your clicking the "I AGREE" button, as described above, and shall continue until terminated. We may terminate this Agreement for any reason at any time. You may terminate this Agreement effective immediately by delivering to us a written notice of termination. In addition, this Agreement shall be terminated automatically if you (a) fail to comply with any of the terms and conditions of this Agreement, or (b) cease to be a permitted user under Section 2 above. Upon any termination of this Agreement, you agree to cease all use of the Application immediately. Notwithstanding the foregoing, Sections 3, 4, 5, 7, 10, 13, 15, 19, 20, 24, 25, and 26 shall survive the termination of this Agreement.

9. No Warranty. WE LICENSE THE APPLICATION "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DISCLAIM ALL IMPLIED AND EXPRESS WARRANTIES WITH REGARD TO THE APPLICATION OR THE DATA, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, OR ANY WARRANTY CONCERNING THE QUALITY, FUNCTIONALITY, AVAILABILITY, OPERABILITY, ACCURACY, EFFORT, USE, OR PERFORMANCE OF THE APPLICATION OR THE DATA. WE HAVE NO OBLIGATION UNDER THIS AGREEMENT TO CORRECT ANY BUGS, DEFECTS, OR ERRORS IN THE APPLICATION OR DATA, RECOVER ANY LOST DATA, OR TO OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION DURING THE TERM OF THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT LABCORP INSIGHT ANALYTICS REPORTS ARE SOLELY BASED ON OUR LABORATORY RESULTS AND MAY NOT REPRESENT THE MOST CURRENT DATA.

10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATED TO THE APPLICATION OR THE DATA OR YOUR USE OF THE APPLICATION OR THE DATA, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE APPLICATION OR THE DATA OR YOUR USE OF THE APPLICATION OR THE DATA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). IN NO EVENT WILL WE BE LIABLE FOR ANY CLAIM YOU BRING AGAINST US MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION AROSE OR SHOULD HAVE BEEN DISCOVERED.

11. Basis of the Bargain. The disclaimers and limitations of liability set forth above are fundamental elements of the basis of the agreement between you and us. We would not be able to provide the Application as it is without such limitations.

12. Qualification. The terms and conditions of this Agreement apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the disclaimer of warranties in Section 9 above, or the limitation of liability provisions described in Section 10 above, so those limitations may not apply to you. This Agreement gives you specific legal rights, and you may also have different or additional legal rights, depending on the applicable law in your jurisdiction.

13. Indemnification. You agree to defend, indemnify, and hold us harmless from and against any claims, demands, actions, or proceedings, and all resulting losses, liability, damage, settlements, governmental fines, costs, and expenses (including reasonably attorney’s fees) arising from your negligence, gross negligence, willful misconduct, or breach of this Agreement.

14. Links. The Application may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

15. Trademarks. “LABCORP”, “LINK”, and other trademarks contained in the Application are our trademarks or service marks. This Agreement does not authorize you to use our name, trademarks, or service marks.

16. Account Information. You will have a user id and password for accessing the Application. You are responsible for maintaining the confidentiality of your user id and password, and for restricting access to yourself only. You agree to accept responsibility for all activities that occur under your account or through the use of your user id and password. We reserve the right to refuse service, terminate accounts, remove, or edit content in our sole discretion.

17. Equipment. If we provide equipment for your use in connection with the Application (“Equipment”), you agree not to use the Equipment for any reason other than in connection with your use of the Application. We shall retain title and/or our other ownership interest in the Equipment and all related documentation and materials. You agree that the Equipment is and shall remain our personal property. You shall not sell, mortgage, assign, transfer, lease, sublet, loan, or part with possession of the Equipment, or any interest therein, or permit any liens or charges to become effective thereon. You shall not misuse or abuse the Equipment, shall comply with all laws relating in any way to the use of the Equipment, and shall at all times keep affixed labels showing our ownership of the Equipment. You shall not make any alterations, additions, or improvements to the Equipment, including but not limited to loading any other software onto the Equipment. We shall have the right to inspect the Equipment at any reasonable time. You shall bear the entire risk of loss, theft, damage, or other interruption or termination of use of the Equipment from any cause whatsoever until the Equipment is returned to us. You shall promptly notify us in writing upon the occurrence of any of the above events. We agree to bear all costs associated with the repair and service needed to keep the Equipment in normal working condition for the duration of the time we place the Equipment in your possession. Notwithstanding the foregoing, you shall bear all costs of repair, service, and restoration of the Equipment to its original condition necessitated by any alteration, modification, damage, or unauthorized use of the Equipment by you. We may retrieve the Equipment at any time, and nothing in this Agreement commits us to provide any Equipment for any particular duration of time.

18. Export. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

19. Facsimile Communication. By clicking the “I AGREE” button, you consent to receive facsimile advertisements at the telephone facsimile number you have provided in association with the provision of our services. You further acknowledge and agree that this Agreement creates an established business relationship as defined by 47 U.S.C. § 227(a)(2) and 47 C.F.R. § 64.1200(f)(6), such that we can send advertisements to the telephone facsimile machine number(s) associated with your account unless and until you opt-out in compliance with 47 C.F.R. § 64.1200(a)(4)(v).

20. Governing Law. This Agreement and any dispute or controversy arising out of or relating to it shall in all respects be governed by and construed in accordance with the laws of the State of North Carolina, excluding its conflicts of laws principles. The Uniform Computer Information Transactions Act does not apply to this Agreement.

21. Compliance. It is the intent of the parties hereto to comply with Section 1877 of the Social Security Act (commonly known as the “Stark Provisions”) and the anti-kickback provisions set forth in the fraud and abuse sections of 42 U.S.C. § 1320a, and any regulations issued thereunder any applicable similar state laws and regulations. Therefore, the parties agree that pursuant to this Agreement, we will only provide items, devices or supplies that are used solely to communicate the results of and/or order tests or procedures performed by us for you. The parties acknowledge and agree that any benefit, consideration, or remuneration conferred upon you by virtue of this Agreement is not conditioned upon the referral of Medicare or Medicaid testing to us.

22. Notice. Any notice you are required or permitted to give us under the Agreement will be effective if sent by FedEx to the following address: Laboratory Corporation of America Holdings, Attn: Law Department, 531 South Spring Street, Burlington, NC 27215.

23. Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without our prior written consent, which we may give or withhold in our sole discretion. Any purported assignment, delegation or transfer in violation of this section is void. We may freely assign or otherwise transfer all or any of our rights, or delegate or otherwise transfer all or any of our obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns

24. Audit Rights. We shall have the right to monitor and audit your use of the Application and compliance with this Agreement from time to time in our sole discretion. You agree to permit us to have access to your account for the purpose of conducting such audits.

25. Injunctive Relief. You acknowledge and agree that because the violation, breach, or threatened breach of this Agreement would result in immediate and irreparable injury to us, we shall be entitled, without limitation of remedy, to (i) temporary and permanent injunctive and other equitable relief restraining you from activities constituting a violation, breach, or threatened breach of this Agreement to the fullest extent allowed by law, and (ii) all such other remedies available at law or in equity, including, without limitation, the recovery of damages

26. Dispute Resolution. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) you bring against us or our employees, agents, successors, or assigns, shall exclusively be settled through binding and bilateral confidential arbitration, except that you may take individual, but not representative, claims to small claims court if the dispute qualifies for hearing by such a court. In addition, you retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of your copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

There is no judge or jury in arbitration, and arbitration procedures are simpler and more limited than rules applicable in court.

YOU ACKNOWLEDGE AND AGREE THAT, APART FROM THE NARROW EXCEPTIONS ABOVE, YOU ARE WAIVING YOUR RIGHTS TO SUE IN COURT, INCLUDING RIGHTS TO RECEIVE A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

Arbitration shall be subject to the U.S. Federal Arbitration Act and federal arbitration law, and shall be conducted by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”) and as modified by this agreement to arbitrate. The JAMS Rules, including instructions for bringing arbitration, are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration. The Minimum Standards are available at http://www.jamsadr.com/consumer-arbitration/.

We both must abide by these rules: (a) the arbitration shall be conducted on an individual basis and not in a class, consolidated, or representative action, and the arbitrator shall not award class-wide relief; (b) we will pay our arbitration costs as required by JAMS rules, and in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (c) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (d) each side pays his, her, or its own attorneys' fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and litigation costs, and in such instance, the fees and costs awarded shall be determined by the applicable law.

27. Force Majeure. We shall not be liable for any problems, delays or failure to perform any obligations due to causes beyond our control, including without limitation, acts of God or public enemy, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, restraints of government, freight, or other embargoes, weather conditions, or any failures by our licensors, subcontractors, or suppliers.

28. General. This Agreement is the entire agreement between you and us relating to the Application, and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. We may modify this Agreement at any time by sending a copy of the modified Agreement to the e-mail address you used to register for an account, or by posting an updated version of the Agreement in connection with you signing in to the Application. Any other modification of this Agreement requires a writing signed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. No waiver by us of any breach of any term or provision of this Agreement shall be construed to be a waiver of any preceding or succeeding breach of the same or any other term or provision hereof.