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AXISPOINT HEALTH

CUSTOMER CONNECT TERMS OF USE



Welcome to the AxisPoint Health Customer Connect website and portals. AxisPoint Health maintains this website and portals ("Website") as a resource for its clients (the "User") and the Website may include client personal information, education, software, software updates, and communication information. Access to and use of this Website and any data, program, information or material on this Website is subject to the following Terms of Use. Please read these Terms of Use carefully before accessing or using the Website, so that you fully understand your rights and responsibilities. The term "User" includes anyone gaining access to the Website whether authorized or unauthorized.

ALL PAGES WITHIN THIS WEBSITE AND ANY INFORMATION, MATERIAL, CONTENT, SOFTWARE OR SERVICES MADE AVAILABLE ON OR THROUGH THE WEBSITE ARE PROVIDED SUBJECT TO USERS AGREEMENT WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. USE OF THIS WEBSITE WILL INDICATE AGREEMENT TO THESE TERMS OF USE. IF USER DOES NOT AGREE TO THESE TERMS OF USE, PROMPTLY EXIT THIS WEBSITE. AXISPOINT HEALTH RESERVES THE RIGHT TO MODIFY OR AMEND THESE TERMS OF USE AT ANY TIME. ALL CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING.

IF THERE IS AN IN FORCE LICENSE AGREEMENT BETWEEN THE USER AND AXISPOINT HEALTH AND THERE IS A SPECIFIC CONFLICT BETWEEN SUCH LICENSE AGREEMENT AND THESE TERMS OF USE, THE LICENSE AGREEMENT WILL CONTROL.

In consideration of the User's access to this Website, and such other benefits as indicated herein, the User agrees to the following:

User represents and warrants that he/she is over the age of 18 and possesses the legal right and ability to be legally bound by these Terms of Use. User agrees to be responsible for use of the Website and to comply with the responsibilities and obligations as stated in these Terms of Use and any other applicable license agreement. Any person not 18 years of age is not permitted to use this Website and must exit now.

By downloading any software product(s) on this Website, it is acknowledged and agreed that the license granted for the downloaded software product(s) shall be governed by these Terms of Use and any existing license agreement between the User and AxisPoint Health, or its predecessors or successors (the "Agreement"), including any restrictions on the use or dissemination of any software. If the User does not agree to these terms, the User is not authorized to access the Website or download software products. The User further acknowledges and agrees that it will download or access only software products for which it has been granted a valid software license. Use of third party software may be subject to and governed by terms and conditions of use, including a license, from a third party software publisher.

User will not republish material from this Website (including republication on another website); sell, rent or sub-license material; show any material from the Website in public; reproduce, duplicate, copy or otherwise exploit material from this Website for a commercial purpose; edit or otherwise modify any material; redistribute material except for content specifically and expressly made available for redistribution (where content is specifically made available for redistribution, it may only be redistributed within User's organization); use this Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; use this Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software; conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Website without AxisPoint Health's express written consent; use this Website to transmit or send unsolicited commercial communications; or use this Website for any purpose related to marketing without AxisPoint Health's express written consent.

Although AxisPoint Health attempts to ensure the integrity and accuracy of the content on the Website, it does not extend an express or implied warranty as to the correctness or accuracy of Website content. It is possible that the Website and its content may include inaccuracies or errors In the event the User identifies an inaccuracy, please inform AxisPoint Health so the error or inaccuracy may be corrected. AXISPOINT HEALTH DOES NOT MAKE ANY WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE WEBSITE OR ANY CONTENT OR INFORMATION CONTAINED WITHIN IT BEYOND GUARANTEES ESTABLISHED WITH IN FORCE AGREEMENTS BETWEEN CLIENT AND AXISPOINT HEALTH. Website content may be changed or updated without notice. AxisPoint Health reserves the right to modify Website content without any obligation to notify past, current or prospective Website Users.

User may use and access the Website for its business. User may not download, reproduce or distribute any materials, information, or software available on this Website without the prior express consent of AxisPoint Health and/or the consent of any third party copyright owner. Any rights not expressly granted by these Terms of Use or any applicable end user license agreements are reserved by AxisPoint Health. User may not use this Website or its content for any purpose prohibited or restricted by law or in violation of these Terms of Use. The Website and its content is the property of AxisPoint Health, its affiliates or its third party sources and vendors. The Website and its content are protected by federal and international copyright and trademark laws. The distinctive and original layout and presentation of the Website also constitutes protectable trade dress under applicable federal law. "AxisPoint Health" and the logo are trademarks and service marks of AxisPoint Health. All other trademarks, service marks and logos used on this Website are the trademarks, service marks or logos of their respective owners. Any unauthorized use of any trade dress, marks, or any other intellectual property belonging to AxisPoint Health or any third party is strictly prohibited, and may be prosecuted to the fullest extent of the law.

AXISPOINT HEALTH DOES NOT WARRANT AGAINST HUMAN OR MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. AXISPOINT HEALTH DOES NOT GUARANTEE OR WARRANT THIS WEBSITE TO BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER MALICIOUS CODE. AXISPOINT HEALTH DOES NOT WARRANT OR GUARANTEE THE FUNCTIONS OR SERVICES PERFORMED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED.

THIS WEBSITE IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AND DISCLAIMS ALL SUCH WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.

User acknowledges and agrees (1) that use of this Website and any material, information, data or software downloaded or otherwise obtained through the use of this Website is at Users own discretion and risk, and (2) that User is solely responsible for any damage to its computer system for loss of data that results from the download of such material, information, data, software and for any other form of damage that may be incurred. No advice or information, whether oral or written, obtained by User from AxisPoint Health or in any other manner from this Website creates any warranty.

AXISPOINT HEALTH, ITS AFFILIATES, RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS ARE NOT RESPONSIBLE OR LIABLE TO USER OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH USERS' ACCESS OR USE OF THE WEBSITE OR USE OF ANY OF ITS CONTENT, SOFTWARE OR SERVICES. AXISPOINT HEALTH, ITS AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS ARE NOT LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY KIND ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE AND/OR ANY CONTENT OR SOFTWARE ON THE WEBSITE, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF AXISPOINT HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USERS' SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR ANY DAMAGE RESULTING FROM THE WEBSITE IS TO STOP USING THE WEBSITE, EVEN IF SUCH REMEDY SHOULD FAIL OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND THEREFORE SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO USER.

User agrees to indemnify, defend and hold harmless AxisPoint Health, its affiliates and respective members, officers, directors, employees and agents from and against all losses, expenses, liabilities, damages and costs, including without limitation reasonable attorney fees, resulting from or arising from any use of the Website or its content, or software, or any violation of these Terms of Use. Use of this Website is also governed by the terms of the AxisPoint Health Privacy Policy, which is incorporated into these Terms of Use by this reference. Any Protected Health Information collected on the Website will be used and disclosed only in accordance with AxisPoint Health's Privacy Policy.

User may only be permitted to use protected health information ("PHI") as defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the privacy regulations in 45 CFR Parts 160 and 164 (the "HIPAA Regulations"), and only in accordance with a separate written agreement between the User and AxisPoint Health. The User may not use or disclose PHI in a manner that would violate requirements of HIPAA, and User agrees and acknowledges that it has previously entered into a Business Associate Agreement with AxisPoint Health, or will enter into a Business Associate Agreement before accessing PHI on this Website.

Access to certain areas of this Website is restricted. AxisPoint Health reserves the right to restrict access to any area of this Website, or to the entire website, in its discretion. If User is provided with a user ID and password to enable it to access restricted areas of this Website or other content or services, User must ensure the confidentiality of the User ID and password. AxisPoint Health may disable the User ID and password in its sole discretion without notice or explanation. User should carefully choose, use, and save any password for any private/limited access portion of this Website or portal. AxisPoint Health may not exercise control over the use of passwords, and cannot tell whether someone else is accessing the Website under Users password. As a result User is solely responsible for any use of its password or other login information by User or any third party. AxisPoint Health has no responsibility or liability for any such use.

AxisPoint Health has no liability for any third party website that may be accessed by User through this Website. If User accesses a third party website, it is independent from AxisPoint Health, and AxisPoint Health has no control over the Website or its content. In addition, AxisPoint Health does not endorse any third party whose Website may be linked to or from this Website. AxisPoint Health does not ensure that the propriety, security or accuracy of any third party website and encourages User to review the posted policies of any website visited.

These Website Terms of Use are a binding agreement between User and AxisPoint Health, entered into in the state of Colorado, and governed by and construed in accordance with the laws of the state of Colorado, exclusive of its choice of law rules. Every User submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Jefferson in the State of Colorado, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce these Website Terms of Use, AxisPoint Health will be entitled to all costs and attorney fees it incurs. This Website is not targeted to users in any particular locality, nor is it intended to constitute the doing of business in any jurisdiction, nor to be a solicitation of business anywhere on behalf of AxisPoint Health or any of its affiliated entities, nor to constitute any contacts with any jurisdiction outside the state of Colorado. Any cause of action or claim the User may have regarding the Website must be commenced within one year after the claim or cause of action arises, if not, the claim or cause of action is barred. User agrees that it will not institute, file or cause to be filed any demand, claim, or cause of action against AxisPoint in any jurisdiction as a result of any issue arising out of its use of this Website without at least three (3) months prior notice and a reasonable opportunity for AxisPoint Health to cure any deficiency that is the subject of the notice. The purpose of this provision and prohibition is to permit AxisPoint Health an opportunity to assess the information provided to it and to take appropriate corrective action, if necessary. Notice may be given to User by posting information to this site. Notice may be given to AxisPoint Health only by delivery to AxisPoint Health, Chief Executive Officer, 11000 Westmoor Circle, 2nd Floor, Westminster, CO 80021, with a copy to General Counsel at the same address.

These Website Terms of Use, along with the AxisPoint Health Privacy Policy and any applicable licensing agreement with User constitute the entire agreement between AxisPoint Health and User pertaining to the subject matter hereof. If a court deems any provision of this Agreement unenforceable or invalid, then the court will modify such provision to the minimum extent necessary to make such provision enforceable and valid. Should such modification prove impossible or impracticable then the provision will be severed and the remaining terms of this Agreement interpreted and read to give them maximum enforceability.

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