MEDTranDirect Terms

1. Additional Terms. MEDTranDirect is a wholly owned subsidiary of WellSky.  These terms are applicable only to the   MEDTranDirect Products provided under this Exhibit:
   1. Limitation of Liability. In addition to any limitations of liability in the Agreement, IN NO EVENT SHALL WELLSKY BE LIABLE FOR ANY ISSUES RELATED TO THE PROCESSING OF TRANSACTIONS BY CMS THROUGH THE FISS SYSTEM, INCLUDING ANY ASSOCIATED PENALTIES OR FINES.
   2. Medicare Investigation. Client warrants that it is not under investigation for any activity that may be considered fraudulent, has not been suspended or excluded from participation in the Medicare and Medicaid Programs or other state or federal health care programs, and will immediately notify WellSky in writing of any threatened or actual suspension or exclusion from participation in the Medicare and Medicaid programs or other state or federal health care programs.
   3. Client Data. Client agrees that WellSky may refuse to process any Client Data that, in WellSky’s opinion, (i) is not of a quality or condition suitable for processing; (ii) does not comply with WellSky’s applicable standards or procedures; or (iii) is otherwise not in proper machine-readable form.  WellSky shall not be responsible for any claims transactions that fail, or regulatory compliance failures due to incorrect/invalid data.  Client acknowledges file format requirements for batch services as discussed during product demonstrations performed by WellSky’s representatives and has agreed that such format is acceptable to Client, and will take all reasonable steps to prevent any material degradation of the processing speed available during business hours.
   4. Medicare Access. Client acknowledges that certain functionality within the Application is dependent upon the availability of the Medicare Common Working File (CWF). If the CWF is down or not accessible, WellSky will not be liable for system downtime or availability.  Current operating hours for each Medicare contractor are available from these contractors.  The ability to interact with these systems depends on their availability and the software having access to valid login credentials and the availability of these credentials when the Application accesses the CWF.  The Application alerts Client when this access fails, and it is up to Client to correct the credentials or make them available in time to prevent late transactions.  The status of these transactions can be monitored in the Application or directly through the CWF.  Under no circumstances is Client entitled to any refund or other compensation for delays in submitting these transactions due to these issues.
   5. DDE User. Client and the Application share use of Client’s DDE user login(s) to interact with the DDE system and related NOE and claim data therein.  The DDE system allows only a single, active instance for each individual login at a time.  WellSky will not be responsible for any damages or costs incurred by Client as a result of continuous login activity by Client.  Furthermore, WellSky will not be responsible for any damages or costs incurred by Client as a result of invalid DDE user login and password or Client’s failure to logout.