PAHMOC Physician Affiliation System (“PAHMOC PAS”) is an online portal developed by Philippine Association of Health Maintenance Organization Companies (“PAHMOC”) through its PAHMOC Secretary and/or a Third Party Owner, wherein physicians have access to affiliation, renewal and updating services. PAHMOC PAS may include a browser interface, data encryption, transmission, access and storage, that allows PAHMOC and its physicians to provide and verify required personal information, and post financial information. These Terms and Conditions (T&Cs) are intended to govern the participation, access, and use by physicians and their authorized Users/personnel of PAHMOC PAS. Please review these Terms and Conditions carefully and indicate your agreement by clicking on the corresponding box towards the end of this document. PAHMOC reserves the right to modify these Terms and Conditions from time to time without need of prior notice or approval. Physicians and their authorized Users/personnel may access the latest version at ____________________________________________, and any queries related thereto may be addressed to __________________________. By participating in, accessing, and/or using PAHMOC PAS, you as the User/Physician acknowledge and agree to abide by all the terms and conditions contained herein, and in any other relevant agreement (the “Agreements”) executed between you and PAHMOC, including but not limited to, the privacy and security policies, including any materials available in PAHMOC PAS, medical and handling protocols, and reporting rules, which are hereby incorporated by reference, subject to changes and notices by PAHMOC. Your signature may no longer be required to manifest your consent herein. All other provisions of the Agreements which are not inconsistent to these Terms and Conditions are deemed applicable and incorporated. In case any conflict arises between the provisions of the Agreements and these Terms and Conditions, the Terms and Conditions shall govern in so far as the conflict involves PAHMOC PAS.

a) The Physician and his/her duly authorized User shall have access to the PAHMOC PAS and shall regularly update the same in accordance with these T&Cs and the Agreements. The Physician shall warrant and guarantee that no other person shall have access to the Service apart from himself/herself and his/her duly authorized User.

b) The Physician warrants that the User of the PAHMOC PAS is duly authorized to represent and act on behalf of the Physician and the latter shall hold PAHMOC, and its Representatives (as defined below) free and harmless from any claim, cost, or damage that may arise as a result of any unauthorized use and access of the PAHMOC PAS. Any and all acts, submissions and/or entries of the authorized User in PAHMOC PAS shall be deemed to be the acts, submissions and/or entries of the Physician.

c) Physician agrees to assume full responsibility for all transactions and data entry made in the PAHMOC PAS. Any transactions and/or data entry shall be conclusively presumed to be done by the Physician or his/her duly authorized User.

d) It is the Physician’s responsibility to protect against unauthorized access to the PAHMOC PAS through the use of physical security, passwords and other information security procedures which are industry standards for this type of system.

The Physician warrants that all information provided to PAHMOC are updated, true and correct. The Physician shall ensure that the medical and/or personal information submitted to PAHMOC PAS are accurate and kept up to date via periodic updates of the tabulated results. Non-disclosure or falsification of information shall be a ground for termination of the Agreement/s without prejudice to any other legal remedies that may be available to PAHMOC.

b) The representations, warranties and undertakings of the Physician shall be deemed to be material and have been relied upon by PAHMOC. Consequently, the Physician shall be directly and solely responsible for the accuracy of any and all information that the Physician and his/her duly authorized User submits in PAHMOC PAS. They shall survive the execution and delivery of this T & Cs, notwithstanding the consummation of the transaction contemplated herein.

c) The Physician and his/her duly authorized User hereby freely, knowingly and voluntarily give the required consents pursuant to the Republic Act No. 1017 including its Implementing Rules and Regulations (“Data Privacy Laws”) authorizing PAHMOC and its Member Health Maintenance Organizations (“HMO”) (collectively referred as “Representatives”) to:

i. Obtain, collect, examine, process, and store copies of Physician’s personal information, including sensitive personal information, privileged information, or any other information that is necessary to access the PAHMOC PAS or any other information that is required or needed by the Physician to comply with the obligations in the Agreements. Except as otherwise stated hereon, any information obtained relative to the authority herein given shall be strictly confidential. The extent of the collection and processing shall be necessary and incidental to the processing of the application and for the Physician to comply with the obligations in the Agreements.

ii. Disclose such information to its Member HMOs and their respective agents, legal counsels, consultants, accountants, for any legitimate business purpose as PAHMOC and its Member HMOs may deem appropriate, including but not limited to outsourced processing of PAHMOC transactions, profiling or historical statistical analysis, to effectively manage the Physician’s account or to communicate with the Physician for any purpose. Processing is hereby understood to include any operation or any set of operations performed upon personal information organization, storage, updating or modification, retrieval, including, but not limited to, the collection, recording, consultation, use, consolidation, blocking, erasure or destruction of data. Processing would include both manual and automated handling of personal information and storage and data transfers using various means, including but not limited to, physical methods as well as electronic via information and communications systems employed by PAHMOC and its Representatives.

d) The Physician and his/her authorized User warrant that they understand the rights and obligations pursuant to the Data Privacy Act and its implementing rules and regulations. The Physician and his/her authorized User understand the right to be informed, to object, access, erase or block and rectify, to request for filtering of certain information, and to the corresponding damages in case of violation of its rights within the corresponding limitations as set forth in the pertinent laws.

e) The Physician and his/her authorized User hereby represent that, as part of the obligation in the Agreements, the authorities herein provided shall be valid and existing during the term of the Agreement, including any extensions thereof, and until necessary for the establishment, exercise or defense of any claims arising from the Agreements.

f) The Physician and his/her authorized User hereby agree to hold PAHMOC and its Representatives free and harmless from and against any and all suits or claims, actions, or proceedings, damages, costs and expenses, including attorney’s fees, which may be filed, charged or adjudged against PAHMOC or any of its directors, stockholders, officers, employees, agents, or Representatives in connection with or arising from the use, processing and disclosure by PAHMOC or its Representatives of the aforementioned information pursuant to PAHMOC’s reliance on the Physician’s representation and warranty that PAHMOC and its Representatives have the authority to examine, use, process, store, share, or disclose, as the case may be, said information for the above-mentioned purposes.

Privacy & Security Policies. The use of this PAHMOC PAS shall be governed by such privacy and security policies which are adopted by PAHMOC from time to time, whether contained in PAHMOC PAS, in their agreements and/or respective websites. PAHMOC reserves the right to modify, alter or amend the privacy and security policies without need of prior notice or approval.

License Grant & Restrictions. All Physicians are hereby granted a non-exclusive, non-transferable, worldwide right to use the PAHMOC PAS and tabulated results template solely for the intended business purposes and always subject to these T & Cs.

By availing and/or accessing the PAHMOC PAS, the Physician agrees not to: license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party access or use of the PAHMOC PAS or any of the audio and visual information, documents, software, products and services contained or made available to the Physician in the course of using and/or accessing this PAHMOC PAS (collectively the “Contents”) in any way; modify or make derivative works based on this PAHMOC PAS or the contents; create Internet “links” to the Service or “frame” or “mirror” any of the contents on any other server or wireless or Internet-based device; or reverse engineer or access this PAHMOC PAS in order to: build or create a competitive product or service; build or create a product using similar ideas, features, functions or graphics as that of this PAHMOC PAS; or copy any ideas, features, functions or graphics of Physician and PAHMOC PAS.

c) The Physician may use this PAHMOC PAS and tabulated results template only for the intended business purposes and shall not: send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of this PAHMOC PAS or the data contained therein; or attempt to gain unauthorized access to this PAHMOC PAS or its related systems or networks.

d) The Physician shall be responsible for all activity(ies) occurring in or under their respective User account and shall abide by all applicable laws, whether national or local, treaties and regulations in connection with the use of this PAHMOC PAS, including those related to data privacy, international communications and the transmission of technical or personal data. The Physician shall: immediately notify PAHMOC of any unauthorized use of any password or account or any other known or suspected breach of security within twenty four (24) hours from occurrence thereof; immediately report to PAHMOC and use reasonable efforts to immediately stop any copying or distribution of the Contents that is known or suspected by the Physician; and not impersonate another Physician and PAHMOC PAS User or provide false identity information to gain access to or use this PAHMOC PAS.

e) Physician Information and Data. The Physician shall be directly and solely responsible for the accuracy, quality, integrity, legality, reliability and/or appropriateness of all the data, information or material that he/she or its authorized User will submit to this PAHMOC PAS (the “Physician Data”). In this regard, it is understood that PAHMOC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Physician Data arising from the use of this PAHMOC PAS. PAHMOC further reserves the right to withhold, remove and/or discard Physician Data without need of notice whatsoever in case of breach of any of the terms hereof. Upon termination for cause, the Physician’s right to access or use Physician Data immediately ceases, and PAHMOC shall have no obligation to maintain or forward any Physician Data.

f) Intellectual Property Ownership. PAHMOC shall own any and all rights , title and interest as well as all Intellectual Property Rights, in and to this PAHMOC PAS and its related network, the Contents, the Services as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Physician or any other party relating to the Services and this PAHMOC PAS. Nothing herein or in any contracts or agreements that may be entered into by PAHMOC hereinafter, shall be construed as a sale and as such, no right/s of ownership in or to the Physician Data, the Services and/or this PAHMOC PAS, and related Intellectual Property Rights, shall be conveyed and/or transferred to the Physician. No right and/or license is and/or shall be granted to use the name, logo and product names associated with the Services and/or this PAHMOC PAS of PAHMOC.

g) Free and Harmless. The Physician and his/her Authorized User shall hold PAHMOC, and its Representatives free and harmless from and against any and all suits or claims, actions, or proceedings, damages, costs and expenses, including attorney’s fees, which may be filed, charged or adjudged against PAHMOC, and its Representatives or any of its directors, stockholders, officers, employees, agents, or representatives in connection with or arising from the breach of this terms of use by the Physician or the User of this PAHMOC PAS.

a) Renewal shall be governed by the terms and conditions set forth in the Agreement.

b) Termination upon Expiration. These T&Cs shall commence once the Physician and/or its authorized User of PAHMOC PAS clicks the “accept” button of these T&Cs. Any and all provisions contained in the Agreement but which are not contained herein (for example, the Term, Termination and Renewal of Agreements) shall be governed by such Agreement and/or any other relevant contracts and agreements. The Physician agrees and acknowledges that PAHMOC has no obligation to retain the Physician Data, and may delete such Physician Data upon termination.

a) Attorney’s Fees and Cost of Litigation. In the event of any legal action or other proceeding brought to enforce the Agreement and these T&Cs, PAHMOC shall be entitled to reasonable attorney’s fees and other costs incurred during that proceeding in addition to any other relief to which it is entitled. PAHMOC shall be entitled to collect Two Hundred Thousand Pesos (P200,000.00) as minimum damages, in addition to any other damages which it may be entitled under the Agreement and under the law, and attorney’s fees in the amount of One Hundred Thousand Pesos (P100,000.00) in the event that it shall be constrained to engage the services of counsel to prosecute its claim.

b) Local Laws and Export Control. PAHMOC makes no representation that the PAHMOC PAS is appropriate or available for use in other locations. If the Physician shall use PAHMOC PAS outside the Republic of the Philippines, the Physician shall be solely responsible for compliance with all applicable laws.

c) Governing Law and Venue. These T&Cs shall be governed by the laws of the Republic of the Philippines, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these T&Cs, the relevant contracts and agreements or the Services shall be subject to the exclusive jurisdiction of the proper courts of Makati City, to the exclusion of other courts.

d) Unenforceable Provisions. If any provision of these T&Cs is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

e) Failure to Enforce. The failure of PAHMOC to enforce any right or provision in these T&Cs shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PAHMOC in writing. f) Relationship. No joint venture, partnership, employment, or agency relationship exists between the Physician and PAHMOC as a result of these T&Cs or use of Physician and PAHMOC PAS.

g) Complete Agreement. These T&Cs and the relevant contracts and agreements comprise the entire agreement between you and PAHMOC thru PAHMOC, and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

*The Terms and Conditions are subject to change. You may address any queries related to these T&Cs to dpo@PAHMOC.com.ph