The following terms and conditions shall apply to AHIP’s Affiliate Organization (“AO”) membership and Associate Affiliate Organization (“AAO”) membership:

1. PAYMENT, SCOPE AND AGREEMENT TO BE BOUND: AHIP shall not provide any AO or AAO membership benefits to you (“Member”) until AHIP receives payment in full of the invoiced membership fee (“Fee”). AHIP will send Member an invoice detailing the respective Fee amount, payment requirements and the corresponding AO or AAO membership benefits offered to Member. In no event shall AHIP be obligated to refund any portion of the Fee except as may otherwise be provided under Section 15. These terms and conditions are binding upon Member upon the payment of the Fee and, together with the invoice, constitute the entire agreement between the parties (the “Agreement”). In the event of any conflict between these terms and conditions and an invoice, and unless expressly provided for otherwise herein, these terms and conditions shall control. AHIP may periodically update or otherwise modify these terms and conditions without prior notice to Member. Member expressly acknowledges and agrees: i) it has read these terms and conditions prior to purchasing any AO or AAO membership; ii) payment of the Fee constitutes Member’s acceptance of these terms and conditions; and iii) to be bound by this Agreement.

2. PROVISION OF BENEFITS: If, at any time, AHIP is no longer able to provide one or more purchased AO or AAO membership benefits, AHIP has the right, in its sole discretion and upon prior notice to Member, to substitute another benefit or benefits. AHIP’s substitution of any benefit(s) shall not be considered a breach of this Agreement.

3. TERM: AO and AAO membership benefits are provided on a calendar year basis as set forth in the invoice referenced in Section 1. As provided in Section 1, AHIP shall not provide any benefits to Member until the invoiced Fee amount is paid in full. Payment of an invoiced Fee amount after January 1 of the calendar year for which benefits are purchased shall not entitle Member to a refund of any portion of, or the proration of, any invoiced Fee amount.

4. MEMBER BEHAVIOR: Member shall use good faith efforts to work with AHIP to enable AHIP to provide the agreed-upon AO or AAO membership benefits.

a. At any AHIP event, Member, including its agents and contractors, shall act in a professional manner. Any behavior or activity by Member, its agents, or contractors that is disruptive, unprofessional, or offensive at an AHIP event could harm or disparage AHIP’s business reputation and will constitute a material breach of this Agreement giving rise to immediate termination by AHIP.

b. Member, including its agents and contractors, shall not engage in disruptive, unprofessional, or offensive conduct at any non-AHIP event sponsored, promoted, or scheduled by Member in connection with an AHIP event; any such conduct may harm or disparage AHIP’s business reputation and is a material breach of this Agreement giving rise to immediate termination by AHIP.

5. PARAMETERS: Member has read and agrees to abide by the terms of the Parameters for Content document (“Parameters”) immediately following these terms and conditions, and which are incorporated herein by reference. In the event of a conflict between any term or condition of the Parameters and these terms and conditions, AHIP, in its sole discretion, will decide the terms that govern.

6. MAILING LISTS: Options for reaching conference attendees (“Communications”) include: (a) AHIP mailing list, materials delivered via U.S. Postal Service (“USPS”) or other carrier service, or (b) AHIP mailing list plus Member’s mailing list (“Member Mailing List”), materials delivered via USPS or other carrier service. The two options listed herein are subject to the following:

a. All Communications delivered via USPS or other carrier service shall be conducted through AHIP’s designated mail house. The AHIP mailing list will not be sent directly to Member.

b. Post-conference Communications must be used for conference-specific mailings. Post-conference mailings must be conducted within ninety (90) days after the last day of the conference or prior to the termination of the Term of this Agreement, whichever is earlier.

c. Member shall, in all circumstances, be responsible for all expenses incurred for printing and mailing any Communications, including any expenses of the AHIP-designated mail house. Such expenses are not included in the Fee.

d. Upon providing its Member Mailing List to AHIP, Member: (i) grants AHIP a royalty-free license to use such Member Mailing List for the purposes and in the manner agreed to by Member and AHIP; and (ii) expressly authorizes AHIP to provide the Member Mailing List to AHIP’s third-party vendor(s) as necessary in order to exercise the foregoing license and grants such third-party vendor(s) a royalty-free license to use such list so provided for the purposes and in the manner agreed to by Member and AHIP.

e. Member agrees that each address in any Member Mailing List shall be provided to AHIP in compliance with all applicable federal and state laws, rules and regulations. Member agrees to fully indemnify AHIP and the AHIP-designated mail house against all claims, losses, expenses or damages arising out of or related to any breach by Member of the provisions of this Section and in accordance with the indemnification obligations of Section 13 below. The provisions of this Section shall survive the termination of this Agreement.

7. PRESENTATIONS: “Presentations” shall include but are not limited to: demonstrations, webinars, exhibits, speeches and lectures conducted at AHIP events; materials disseminated in connection with this Agreement and/or posted to AHIP’s web site, including among other things press releases, case studies and white papers; and digital opportunities developed by Member pursuant to this Agreement. If the Agreement between Member and AHIP includes Presentations by Member, Member: (a) agrees that AHIP is authorized to use, distribute, and make available to its members and non-member audience Member’s Presentations; and (b) warrants that its Presentations will not infringe any copyright or other intellectual property rights of any party, defame or otherwise harm any party, including AHIP, or violate any federal or state laws, regulations or policies. Member agrees to fully indemnify AHIP against all claims, losses, expenses or damages arising out of or related to any breach by Member of the provisions of this Section and in accordance with the indemnification obligations of Section 13 below. The provisions of this Section shall survive the termination of this Agreement.

8. CONFERENCE PARTICIPANT INFORMATION: In the event that Member receives from AHIP any personally identifiable information of AHIP conference attendees or speakers, the following terms apply:

a. If Member receives any personally identifiable information of AHIP conference attendees or speakers, such as attendees’ or speakers’ names, titles, companies, or other contact information (“Conference Participant Information”), Member agrees to: (1) not sell, lease, distribute, or otherwise disclose the Conference Participant Information to any third party, and (2) use the Conference Participant Information only for Member’s own internal research and analysis purposes and never for contacting or communicating with such Conference Participants.

b. Member acknowledges and agrees that it expressly assumes all risks associated with, resulting from, or arising in connection with Member’s use of any Conference Participant Information.

AHIP shall have no liability or responsibility for the accuracy or completeness of any Conference Participant Information provided to Member. Member shall fully indemnify AHIP against all claims, losses, expenses or damages arising out of or related to any breach by Member of the provisions of this Section. The provisions of this Section shall survive the termination of this Agreement.

9. AIS HEALTH’S DIRECTORY OF HEALTH PLANS: If the Agreement between Member and AHIP includes online access to AIS Health’s Directory of Health Plans (“AIS Directory”), the following terms apply:

a. Member’s users shall be subject to the license agreement and terms of use posted on the online version of the AIS Directory.

b. AHIP makes no warranty or promise, either express or implied, with respect to the data in the AIS Directory. AHIP disclaims any liability, whether based in contract, tort (including negligence and strict liability), under warranty, or otherwise, for any direct, indirect, incidental, consequential or special losses or damages arising out of, or in any way connected with, access to or use of the AIS Directory and the data obtained through it.

10. MEMBER CONTACT INFORMATION: “Member Contact Information” shall mean any contact information provided to AHIP by Member in connection with this Agreement, including Member representatives’ names, titles, mailing addresses, telephone numbers and email addresses. Member expressly authorizes AHIP to provide Member Contact Information to AHIP’s third party vendors, which provide services to AHIP, AHIP’s members or sponsors, or all of the foregoing in connection with any benefit to be provided to Member under this Agreement.

11. INTELLECTUAL PROPERTY: Member grants AHIP and its third-party vendors, which are assisting AHIP in carrying out AHIP’s obligations under this Agreement, a non-exclusive license to use Member’s logo(s), name, Presentations and any other intellectual property provided to AHIP or such third-party vendors by Member (“Member Intellectual Property”) in order to carry out AHIP’s obligations under this Agreement. Member expressly authorizes AHIP to provide the Member Intellectual Property to third-party vendors as necessary in order to carry out AHIP’s obligations under this Agreement. Member agrees that it has all necessary and appropriate rights to (or can otherwise demonstrate in writing that it has the right to): (i) use all intellectual property contained in its Presentations or otherwise displayed by Member at a conference; and (ii) grant to AHIP and its third-party vendors, which are assisting AHIP in carrying out AHIP’s obligations under this Agreement, the licenses and authorizations provided for in this Agreement. Member agrees that any use of AHIP’s logo or other intellectual property provided for under this Agreement shall be only with AHIP’s explicit permission and shall be limited to the purposes and uses described in this Agreement.

12. ASSUMPTION OF RISK AND LIMITATION OF LIABILITY: Member expressly assumes all risks associated with, resulting from, or arising in connection with its participation in AHIP events, including without limitation, all risks of theft, loss, harm, damage or injury to person(s), property, business or profits of Member, whether caused by gross negligence, intentional act, accident, circumstances beyond one’s control, or otherwise. AHIP shall not be liable under any theory of recovery, whether based in contract, in tort (including negligence and strict liability), under warranty, or otherwise, for any indirect, special, incidental or consequential loss or damage whatsoever, including, but not limited to, damage to or loss of property, data or equipment; loss of profits or revenue; or increased costs of any kind.

13. INDEMNIFICATION: Member shall, at its own expense, indemnify and hold harmless AHIP, its subsidiaries, and any of their respective officers, directors, agents, employees, and representatives from and against all losses, judgments, damages, costs, expenses, liability, personal injury, or property damage, penalties, fines, claims and other costs (including reasonable attorneys’ fees, costs, and other legal expenses) incurred by AHIP arising out of or related to the Member’s negligent or wrongful act or omission in the exercise of its rights or the performance of its obligations under this Agreement. The provisions of this Section shall survive the termination of this Agreement.

14. CONFIDENTIALITY: The parties agree as follows:

a. Each party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information provided by the other party (in such capacity, the “Disclosing Party”) hereunder and to use any Confidential Information of the Disclosing Party only for the sole purpose of performing obligations under this Agreement. Confidential Information includes information relating to a party’s members, customers, technology, business plans, business strategies, promotional activities, finances, and other non-public information. The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any person other than those employees of the Receiving Party who have a need to know it in order to assist the Receiving Party in performing its obligations under this Agreement, except as expressly provided in this Agreement or pursuant to and in accordance with Section 14.b. of this Agreement, without the prior written consent of the Disclosing Party. The provisions of this Section shall not apply to the extent that such Confidential Information is: (i) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; or (iv) can be demonstrated by actual written evidence as being independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

b. If Receiving Party is requested or required by law to disclose any Confidential Information, then Receiving Party shall notify Disclosing Party promptly in writing of the request or requirement so that Disclosing Party, at its cost and expense, may seek an appropriate protective order or waive compliance with Section 14.a. of this Agreement for the limited purpose of granting permission for the disclosure requested or required by law of the Receiving Party. If, in the absence of a protective order or receipt of a waiver hereunder, such Receiving Party is, on the advice of counsel, compelled to disclose such Confidential Information, such Receiving Party may so disclose the Confidential Information, provided that such Receiving Party shall use commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be afforded to such Confidential Information.

c. All Confidential Information shall remain the property of the Disclosing Party and all written Confidential Information, with all copies thereof, shall be returned to the Disclosing Party at the earlier of: (i) ten (10) days following the receipt of a written request for the return of such information from the Disclosing Party or (ii) within thirty (30) days of the effective date of termination of the Agreement. At the option of the Disclosing Party, Confidential Information may be destroyed, rather than returned. If requested by the Disclosing Party, the Receiving Party shall certify in writing its compliance with the provisions of this Section. The obligations of confidentiality and non-use of Confidential Information shall survive the termination of this Agreement.

15. TERMINATION: AHIP may terminate this Agreement for any reason via written notice, effective as of the date of the receipt of such notice. In the event AHIP terminates this Agreement for convenience prior to the end of the Term, AHIP shall refund to Member the Fee paid by Member to AHIP less the sum of the value of the benefits received by Member and a share of costs or expenses incurred by AHIP under this Agreement as solely determined by AHIP. In no event shall AHIP’s refund obligations be greater than the Fee paid to AHIP by Member.

16. FORCE MAJEURE: An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by exercise of reasonable diligence the party affected was unable to prevent, provided that the event or circumstance is limited to the following: (i) Acts of God such as earthquakes, flood, fire or other physical natural disasters; (ii) governmentally imposed moratoriums on travel occurring either nationwide or to or from the city where a respective conference, meeting or forum is to be held; (iii) war in the United States; or (iv) terrorist attacks, civil disturbances, strikes, lockouts, power outages or other commercial disturbances in the city where a respective conference, meeting or forum is to be held. If an event of force majeure renders it illegal or impossible to perform in regard to a conference, meeting, or forum as originally contracted under this Agreement, the affected party shall be excused of its obligations with regard to the conference, meeting or forum without liability and upon timely written notice. In no event shall this Section include normal, reasonably foreseeable or reasonably avoidable operational delays, strikes, lockouts or other commercial disturbances by employees of Member. In the event of an excusal of obligations pursuant to this Section, all other provisions of this Agreement shall remain in full force and effect.

17. ASSIGNMENT: Member may not assign or delegate this Agreement or transfer any AO or AAO membership benefit to a third party without AHIP’s written consent, except that consent will not be required for assignment to a successor by merger or acquisition.

18. RELATIONSHIP OF PARTIES: Each party acknowledges that it is acting as an independent contractor as to the other party pursuant to this Agreement. This Agreement shall not be deemed or interpreted to make a party a partner, agent, joint venturer, employee or legal representative of another party to this Agreement under any circumstances. As independent contractors, each party shall maintain all insurance coverages, including workers’ compensation and comprehensive general liability coverages, as may be required or appropriate to insure against liability or comply with applicable laws. Each party shall also be responsible for paying for all wages, benefits, fees and taxes related to the performance of services by that party’s employees, contractors or other representatives pursuant to this Agreement, if any.

19. COMPLIANCE WITH LAWS, RULES AND REGULATIONS: Member agrees that its use or exercise of any benefit provided under this Agreement shall comply with all applicable state and federal laws, rules and regulations, as well as all applicable rules, regulations, policies and procedures of the site of any AHIP event, as applicable.

20. NO GUARANTY OR ENDORSEMENT: This Agreement does not constitute a guaranty or endorsement, in any manner, by AHIP of Member or of Member’s products or services.

21. GOVERNING LAW: This Agreement shall be governed by, and construed in accordance with, the laws of the District of Columbia.

22. NOTICES: The parties agree that to be valid, written notices contemplated under Sections 14.b., 14.c., 15 and 16 of this Agreement must be in writing and delivered: (1) by hand; (2) by a national transportation company, with all fees prepaid; or (3) by registered or certified mail, return receipt requested and postage prepaid to Member’s primary relationship contact for notices to Member and AHIP’s General Counsel for notices to AHIP. Any such written notice under this Agreement will be

effective when received by the party to which it is addressed as indicated by the date on the signed receipt, or if the party to which it is addressed rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no notice was given, then upon that rejection, refusal, or inability to deliver. Any such written notice received after 5:00 p.m. on a business day at the location specified in the address for that party, or on a day that is not a business day, will be deemed received at 9:00 a.m. on the next business day. Except where expressly required otherwise under this Agreement, all other notices may be delivered by electronic means to the e-mail address on record for each party, where such electronic notices shall be effective as of the date sent. In the case of Member, this shall be the e-mail address associated with the payment of any Fee amount. In the case of AHIP, this shall be [email protected].

23. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement and understanding between Member and AHIP with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, representations, promises, or agreements, oral or written, including, but not limited to, any acknowledgements, e-mails or other documents. All such matters are merged and superseded hereby. Except as otherwise expressly provided in the Agreement, no modification, addition, or waiver of any provision in this Agreement is valid unless it is reduced to writing and signed by AHIP and Sponsor.

24. SEVERABILITY: If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the parties shall be construed and enforced accordingly.

25. WAIVER: The failure of either party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.

Last Modified November 6, 2019

PARAMETERS FOR CONTENT

AHIP offers its Members various opportunities each year to distribute their content which includes but is not limited to materials (e.g., white papers, press releases, and items with Member’s logo), Presentations (as defined in the Terms and Conditions), white papers/cases studies, surveys, interviews, and digital opportunities and other messaging (“Member Content” or “Content”). Such Member Content may be posted on AHIP’s or its affiliates’ business solutions website(s), distributed at AHIP conferences, or otherwise made accessible to AHIP’s members and non-members at AHIP’s discretion.

The terms of participation in these opportunities are specified in contractual agreements between AHIP and Members. To help ensure that Content is of interest to, and aligns with the goals of, AHIP and its members, Members are required to abide by the parameters herein. If, at any point, AHIP becomes aware that Content is not compliant with these parameters, AHIP shall have the right to remove the Content until the issue is resolved.

1. All Content is subject to review and approval by AHIP.

• Member should provide Content to AHIP at least five (5) days prior to expected posting/distribution unless otherwise stated in the Terms and Conditions.
• AHIP shall have the sole right, for any reason, to accept or reject Content, request that Content be modified or updated, remove Content, and/or delay the posting or distribution of Content.

2. Content should be consistent with AHIP’s role as a membership and advocacy association and messages that could be interpreted as critical of health care legislation or policies should be avoided. Thus, in general, Content should not make references to individual AHIP members or specific AHIP member segments.

3. Content should be solutions-oriented. Focusing on perceived shortcomings of a sector or industry may concern, offend, or simply turn away the audience. For example, Content for a consumer engagement solution should focus on the solution’s benefits, not on perceptions of poor consumer engagement.

4. Financial benefits to health plans associated with your company’s solution should focus on affordability, cost savings and increased efficiency, rather than increased revenues and profits.

5. Member Content should:

• Clearly identify and focus on the value proposition of Member’s solution to AHIP’s audience;
• If possible and applicable, discuss how Member’s solution benefits consumers, either directly or indirectly. Messages that only highlight benefits to other audiences should be avoided or kept to a minimum;
• Not be false, deceptive, misleading, illegal, hateful, discriminatory, abusive, intolerant, obscene, offensive, or exploitative;
• Not harass, threaten, or incite violence;
• Not promote any product or service that is illegal or is designed to enable illegal or dishonest behavior;
• Not disparage any person(s) or entity(ies);
• Not contain politically or ideologically partisan messages; and
• Not contain objectionable language or images that typically would not be considered socially or professionally responsible or appropriate.

6. Unless otherwise specified in an agreement between Member and AHIP, the distribution of Content as well as the placement of Content on AHIP’s or its affiliate’s website(s) or other media properties is not exclusive. For the avoidance of doubt, AHIP’s website may contain written materials from more than one Member. Similarly, more than one Member may be provided an opportunity to make a Presentation.

7. Members are solely responsible for Content. All white papers and presentations, and any other Content identified by AHIP, must include the following disclaimer:

This [presentation/paper/etc.] represents the views of the author, not America’s Health Insurance Plans (AHIP). The publication, distribution or posting of this [presentation/paper/etc.] by AHIP does not constitute a guaranty of any product or service by AHIP.

If you have any questions about the parameters, please contact your AHIP Business Development contact.

Last Modified November 6, 2019