Axxess Service Level Agreement
The terms of this Services Agreement constitute a legally binding agreement (the "Agreement") between you and Axxess Technology Solutions, Inc. ("Axxess," "we," "us" or "our") governing your use of Axxess' application(s), website(s), and technology platform(s) (collectively, the "Solutions").
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND AXXESS HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 16 BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST AXXESS TO MEDIATION, AND IF NOT RESOLVED THROUGH MEDIATION, TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
By entering into this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS Axxess Solutions.
IMPORTANT INFORMATION FOR PROFESSIONALS (AS DEFINED BELOW): PLEASE NOTE THAT TO USE THE AXXESS SOLUTIONS, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS EXCEPT AS IT OTHERWISE PROVIDES OR IF YOU OPT OUT AS PROVIDED IN SECTION 18(ix), IT WILL REQUIRE YOU TO RESOLVE ALL LEGAL DISPUTES ARISING OUT OF OR RELATING TO YOUR RELATIONSHIP WITH AXXESS OR AN ORGANIZATION THROUGH MANDATORY MEDIATION AND IF MEDIATION FAILS, ON AN INDIVIDUAL BASIS IN FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THESE TERMS, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.
IMPORTANT INFORMATION FOR USERS (AS DEFINED BELOW): PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND AXXESS HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 19 BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST AXXESS TO MEDIATION, AND IF NOT RESOLVED THROUGH MEDIATION, TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
1) Definitions
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"Affiliates" means, in respect of any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified User. For purposes of the definition of "Affiliate," "control" when used in respect of any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise (and "controlling" and "controlled" have meanings correlative thereto).
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"Axxess Server" means the hardware equipment owned and operated by Axxess and utilized by Axxess to host Solutions and provide related services hereunder.
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"Client" means an individual registered with an Organization seeking Home Health Services.
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"Client Information" means personally identifiable information about a Client, including, but not limited to, protected health information as defined by HIPAA.
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"Confidential Information" means, with respect to a party, all information regarding the business or activities of such party, including trade secrets, know-how, technical information, research and development, business plans, processes, procedures, methods, systems, databases, computer programs (including executable, object, source code and documentation), and information about financial condition, customers, prospects, vendors, marketing strategies, employees and operations, in each case whether provided (i) in written documents, memoranda, reports, correspondence, drawings, computer files or other human or machine readable media or (ii) orally, and whether provided by or on behalf of any party. Notwithstanding the foregoing, "Confidential Information" shall not include such portions of any information that are or become generally known to and available for use by the public other than as a result of any act or omission by the party receiving such information or otherwise as a result of any breach of any term or condition of this Agreement or other obligation of confidentiality by the party receiving such information.
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"Customer Support" means customer support functions provided by Axxess to Users hereunder for Solutions as described in the Service Order and any subsequently attached Service Order.
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"Home Health Services" means a Professional's provision of skilled nursing services to an Organization's Client.
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"License" means a limited, nontransferable, non-sublicensable and nonexclusive license.
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"Opportunity" means the opportunity to provide Home Health Services.
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"Organization(s)" means any person or entity seeking electronic data collection and data submission services or matching services for business purposes in the fields of medicine and healthcare.
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"Professional(s)" means any person registered with, or seeking to be registered with Axxess who performs Home Health Services.
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"Services" means the access to the Solutions provided by Axxess over the Internet or any intranet.
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"Solutions" means any Axxess software and any upgrades or enhancements thereto, or any intellectual property hosted by Axxess on its server as may be described in the Service Order(s) attached hereto, incorporated herein, or referenced hereby and any subsequently attached, incorporated, or referenced Service Order(s).
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"Super-User". Organization's designee with special privileges to submit requests for immediate support through Axxess Support Ticketing Center, a special platform accessible only by Super-Users. Each Super-User will be designated by Organization for the term of the Agreement.
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"User" refers to an Organization or Professional. Plural form refers to both Organizations and Professionals.