ADDENDUM D: PARTNERS

D1. APPLICATION

This Addendum applies to you if you access the Platform in support of a participating health plan or its members, including as a broker, benefits consultant, third party administrator, insurance carrier, clinical vendor, care management vendor, data or analytics vendor, or other service provider (a "Partner"), or as an individual accessing the Platform on behalf of one. It supplements the ApalyRx Terms of Use (the "Terms"). Capitalized terms not defined here have the meanings given in the Terms.

Where you also have a Signed Agreement with Apaly Health, that agreement controls over the Terms and this Addendum as to any subject it addresses.

D2. AUTHORITY TO ACT

You represent that you are authorized by the health plan, plan sponsor, or other principal you act for to access the Platform, to receive the data you receive, and to perform the functions you perform.

You will access the Platform only in support of the plans you are authorized to act for, and only to the extent of that authorization. Your access ends when that authorization ends, and you will notify Apaly Health promptly when it does.

D3. CATEGORIES OF ACCESS

Partner access is granted by function. The categories below describe the access that may be provided. The categories that apply to you are determined by your role and by what the plan you act for has authorized. Not all Partners receive all categories.

D3.1 Eligibility and Enrollment.

Submitting, updating, and reconciling eligibility and enrollment data for plan members. Applies primarily to third party administrators and carriers.

D3.2 Claims, Billing, and Settlement.

Receiving, validating, and processing billing submissions and settlement information, and accessing the implementation materials and specifications required to do so. Applies primarily to third party administrators and carriers.

D3.3 Reporting and Analytics.

Accessing plan-level reporting, utilization and cost analytics, and program performance information. Applies primarily to brokers, consultants, and plan advisors.

D3.4 Clinical Data Exchange.

Exchanging clinical, care management, or utilization management information in connection with a plan member's care. Applies primarily to clinical and care management vendors.

D3.5 Configuration and Administration.

Configuring plan settings, managing users, and performing administrative functions on behalf of a plan.

D4. IMPLEMENTATION AND BILLING MATERIALS

Apaly Health may provide implementation guides, integration specifications, billing and submission instructions, file layouts, testing materials, and related documentation.

These materials are Confidential Information under Section 9 of the Terms. You will use them solely to perform services for the plan you are authorized to act for, will not disclose them to any third party, and will not use them to develop, operate, or improve any product or service of your own or of any other person.

This obligation applies whether you receive these materials through the Platform, by email, through a form submission, or by any other means.

D5. PERMITTED USE OF DATA

You will use data received through the Platform solely to perform services for the plan you are authorized to act for. You will not use it for your own commercial purposes, for other clients, for benchmarking or product development, or for resale or redistribution, except as expressly authorized in writing by Apaly Health and by the plan.

D6. PROTECTED HEALTH INFORMATION

Where you receive protected health information through the Platform, you will handle it in accordance with the Health Insurance Portability and Accountability Act and any business associate agreement between you and the plan you act for.

Apaly Health's obligations with respect to protected health information are governed by its business associate agreement with the plan. This Addendum does not create a business associate relationship between Apaly Health and you.

D7. YOUR PERSONNEL AND SUBCONTRACTORS

You will limit access to personnel with a need to know who are bound by obligations no less protective than those in the Terms and this Addendum. You will not permit a subcontractor to access the Platform without Apaly Health's prior written consent, and you remain responsible for any subcontractor's acts and omissions.

D8. NO REPRESENTATION OF APALY HEALTH

You will not represent that you act on behalf of Apaly Health, make any commitment on Apaly Health's behalf, or describe the ApalyRx program to any person in a manner inconsistent with materials Apaly Health provides.

D9. TERMINATION

Apaly Health may terminate or suspend your Platform access at any time, including when your authorization from the plan you act for ends or when the plan's participation in the program ends.

On termination, you will cease use of all Confidential Information and, on request, return or destroy it, except where retention is required by law.