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

1. "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).
2. "Axxess Server" means the hardware equipment owned and operated by Axxess and utilized by Axxess to host Solutions and provide related services hereunder.
3. "Client" means an individual registered with an Organization seeking Home Health Services.
4. "Client Information" means personally identifiable information about a Client, including, but not limited to, protected health information as defined by HIPAA.
5. "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.
6. "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.
7. "Home Health Services" means a Professional's provision of skilled nursing services to an Organization's Client.
8. "License" means a limited, nontransferable, non-sublicensable and nonexclusive license.
9. "Opportunity" means the opportunity to provide Home Health Services.
10. "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.
11. "Professional(s)" means any person registered with, or seeking to be registered with Axxess who performs Home Health Services.
12. "Services" means the access to the Solutions provided by Axxess over the Internet or any intranet.
13. "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).
14. "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.
15. "User" refers to an Organization or Professional. Plural form refers to both Organizations and Professionals.
16. "User Data" means data originating from User, User's employees or third parties on behalf of User.
17. "User Information" means any information User provides, publishes or posts to or through Axxess' Solutions or Services (including any profile information User provides) or sends to other Users (including via in-application feedback, any email feature, or through any Axxess-related Facebook, Twitter or other social media posting).

2) License

1. License Grant. Subject to the terms and conditions set forth herein, Axxess hereby grants User a License to access and use the Solutions during the Term. The License extends to the Solutions only and does not grant, and User does not obtain under this Agreement, any right to distribute, sell, or sublicense access to the Solutions in any form. Except as provided herein, Axxess grants no rights or licenses to User, by implication, estoppels, or otherwise, in or to the Solutions or any intellectual property rights therein.
2. Restrictions. User acknowledges that User's use of the Solutions is limited to the scope of the License and that this Agreement does not permit the User to use the Solutions other than as provided herein. Without Axxess' prior written consent, User shall not: (i) knowingly or negligently permit other individuals or entities to use or copy the Solutions except in strict accordance with the terms and conditions of this Agreement; or (ii) modify, translate, alter, adapt, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create derivative works, compilations or collective works based on the Solutions, or apply any process, technique or procedure to ascertain or derive the source code to the Solutions, which is a valuable trade secret of Axxess; or (iii) merge the Solutions with any other software or service; or (iv) publish or provide any results of benchmark tests run on the Solutions to a third party; or (v) sublicense, rent, lease, grant a security interest in, or otherwise transfer rights to the Solutions except as specifically permitted herein; or (vi) use the Solutions to operate in or as a time-sharing, outsourcing, or service bureau environment other than for User's own internal use, or in any way allow third-party access to the Solutions.
3. Trademarks and Publicity. Each party acknowledges that it will acquire no rights in any trademarks, service marks, trade names or logos of the other party pursuant to this Agreement; as such marks are and shall remain the exclusive property of such other party. Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities, any name, trade name, trademark, or other designation (including any contraction, abbreviation, or simulation of any of the foregoing) of the other party without the express written approval of such other party.

3) Axxess Solutions

1. Solution. Axxess provides a wide variety of Solutions for Users seeking electronic data collection and data submission services for business purposes in the fields of medicine and healthcare. Furthermore, Axxess provides Professionals with Solutions for Professionals to provide Home Health Services to an Organization's Clients. Each User shall create a User account that enables access to the Solutions. An Organization with multiple branches or locations must pay Axxess any applicable Implementation Fee, Monthly Fee, Billing Services, Recovery Services, Reserves, and any other Fee for each location. Solutions shall include but are not limited to Axxess Mobile, AxxessRCM, AxxessDDE, AxxessCARE, Agencycore, Axxess HomeCare, AxxessCAHPS, AxxessHospice, Billing Services and Payment Recovery Services.
2. Services. Axxess agrees to make the Solutions available to User through the Services during the Term. User acknowledges that from time to time the User Data may be inaccessible or inoperable for the following reasons: (a) equipment malfunctions; (b) periodic maintenance; or (c) catastrophic events beyond the control of Axxess or which are not reasonably foreseeable by Axxess, including interruption or failure of telecommunication or digital communication links or hostile network attacks (collectively referred to as "Downtime"). Axxess shall use commercially reasonable efforts to provide twenty four (24) hours' advance notice to Users prior to any scheduled Downtime. User has observed the overall speed of Axxess' Solutions, has agreed that such processing speed is acceptable to User, and will take all reasonable steps to prevent any material degradation of the processing speed available to User during business hours.
3. Hardware and Software. User shall acquire, install, maintain and configure any and all software, hardware, peripheral devices, operating systems, utility programs, licensed connections and/or services required by User to access the Solutions.
4. Available Bandwidth. User shall maintain intranet, Internet, LAN and/or WAN network (collectively, the "Network") connections that are reliable and have sufficient available bandwidth to allow the Services to perform to User's satisfaction.
5. Benchmarking. User hereby agrees to allow Axxess to complete benchmarking, research and development data, including, but not limited to operational, financial and clinical data of User and Clients in order to provide comparative benchmarking services, decision support services and predictive disease management services to Axxess' customers and prospective customers and for use in Axxess' research and development of the Solutions. User agrees to release all of such data for such purposes. Axxess agrees to keep the identity of User and all protected health information confidential.
6. AxxessCARE. Axxess provides certain Professionals with opportunities to be matched with Organizations that seek Professionals who are not part of the Organization's ordinary workforce to provide Home Health Services to the Organization's Clients. Any decision by a User to offer or accept an Opportunity is a decision made in such User's sole discretion. Each Opportunity accepted by a Professional shall constitute a separate agreement between the Professional and the Organization.

4) Eligibility

1. Becoming a User. The Solutions may only be used by Users who can form legally binding contracts under applicable law. The Solutions are not available to children (persons under the age of 18), those who do not satisfy all eligibility terms, or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. Professionals seeking to use AxxessCARE acknowledge and agree that they must be employed and remain employed as a W-2 employee of an Organization to be eligible to use AxxessCARE. Furthermore, a Professional is prohibited from applying for an Opportunity on behalf of an Organization that the Professional is currently employed as a W-2 employee, but may perform an Opportunity for other Organizations.
2. Background Check. Prior to being eligible for an Opportunity through AxxessCARE, Professionals will be required to complete a background check through Axxess' third party vendor, Checkr, or any other third-party assigned by Axxess. The vendor is exclusively responsible for conducting the background check in compliance with applicable law and providing Professional with all applicable notices and instructions regarding the same. Axxess will provide the Organization with the results of the background check.
3. Licensure, Vaccinations and Certifications. Professionals seeking to use AxxessCARE will be required to obtain and pay fees for any professional licenses, vaccinations and certifications where required by any state or local law, ordinance or regulations. Professionals may not use AxxessCARE or accept any Opportunities unless all professional licenses, vaccinations and certifications required by the applicable state or local law or governing authority are up to date. Axxess shall not be liable and Professional agrees to indemnify, defend, and hold harmless Axxess, its officers, directors, members, employees, successors, and assigns from and against any claims, losses, costs, fees, liabilities, damages or such injuries arising out of Professional's failure to obtain any such license, vaccination or certification.
4. Documentation. To ensure compliance with section 4.3, Professionals seeking to use AxxessCARE will be required to provide Axxess with written confirmation of all such licenses and certifications. Professionals must also certify that they have received all vaccinations required by any state or local law, ordinance or regulation. However, it is Professional's responsibility to maintain required licenses, vaccinations and certifications and Axxess is not responsible for ensuring that Professionals do.
5. Insurance. Professionals using AxxessCARE acknowledge and agree that it is their sole responsibility to maintain (i) workers' compensation coverage for themselves to the extent required by applicable law, and (ii) all other insurance required by Organizations.

5) Relationship of the Parties using AxxessCARE

1. Professional's Relationship with an Organization. Professional acknowledges and agrees that his or her performance of an Opportunity on behalf of an Organization creates a direct business relationship between the Professional and the Organization. Axxess is not liable for the actions or inactions of an Organization in relation to a Professional or a Professional's activities. A Professional shall have the sole responsibility for any obligations or liabilities to an Organization or other third party that arise from the Professional's performance of an Opportunity.
2. Professional's Relationship with Axxess. Professional acknowledges and agrees that Axxess' provision of AxxessCARE through Services to him or her creates a direct relationship between Axxess and Professional. Axxess does not, and shall not be deemed to, direct or control the Professional generally or in the performance under this Agreement, including in connection with Professional's provision of Opportunities. Professional retains the sole right to determine when, where, and for how long he or she will utilize AxxessCARE. Professional retains the option to apply for and to accept or decline an Organization's request to perform an Opportunity. Axxess shall have no right to require Professional to: (a) display the name Axxess or any of its affiliates' names, logos or colors, or (b) wear a uniform or any other clothing displaying the name Axxess or any of its affiliates' names, logos or colors. Professional acknowledges and agrees that he or she retains the complete right to engage in any other occupation or business or otherwise contract with an Organization. Professional acknowledges that Professional is not a business associate, subcontractor, or agent of Axxess under HIPAA and, to the extent that Professional handles protected health information, Professional handles it in the role of a HIPAA covered entity. Axxess retains the right to deactivate or otherwise restrict Professional from accessing or using AxxessCARE in the event of a violation or alleged violation of this Agreement, Professional's disparagement of Axxess or any of its affiliates, Professional's act or omission that causes harm to Axxess' or its affiliates' brand, reputation or business as determined by Axxess in its sole discretion.
3. Organization's Relationship with Professional. Organization acknowledges and agrees that its use of AxxessCARE creates a direct business relationship between it and Professional. Organization also acknowledges and agrees that the classification of Professional as an independent contractor or an employee is at the Organization's sole discretion. Notwithstanding Organization's classification of Professional, Organization acknowledges and agrees that it may be deemed the sole or joint employer, in fact or appearance, of any Professional that performs an Opportunity on its behalf. Organization may wish to seek legal and/or tax advice from appropriate counsel to determine any requirements or obligations that may apply if Organization is deemed the employer. Organization further acknowledges and agrees that it is solely responsible for (i) ensuring that Professional meets local and state certification and health requirements prior to performing an Opportunity; (ii) determining rates or method of pay for an Opportunity in conjunction with the Professional; (iii) compensating a Professional for performing an Opportunity; and (iv) determining whether to require a Professional to possess a minimum level of liability insurance.
4. Organization's Relationship with Axxess. Organization acknowledges and agrees that its use of AxxessCARE creates a direct business relationship between it and Axxess. Axxess shall not be deemed to, direct, or control Organization generally or in its performance under this Agreement specifically, including in connection with its use of AxxessCARE. Organization further acknowledges and agrees that is use of AxxessCARE does not guarantee compliance with applicable federal and state law, specifically including wage and hour laws and HIPAA. Axxess expressly disclaims responsibility for Organization's legal compliance in any respect.

6) Payments

1. Fees. User agrees to pay the amounts charged for use of the Solutions and Services ("Fees"). User must pay Axxess any applicable Implementation Fee, Monthly Fee, Billing Services, Recovery Services, Reserves, and any other Fee set forth in and as defined by the Service Order or as may be otherwise agreed in writing by the parties. User acknowledges and agrees that, notwithstanding that the Fees may be paid on a monthly basis, by entering into this Agreement, User is committing to pay all Fees as they become due throughout the Term, whether or not User continues to use the Services during such period or ceases using the Services in their entirety. The Fees do not include federal, state or local taxes, and to the extent such taxes are due, User shall be liable for payment thereof. If at any time there are overdue unpaid invoices, Axxess may elect to cease providing Services under this Agreement until all overdue unpaid invoices are paid in full, and such action shall not constitute a breach of this Agreement. Axxess may increase Fees annually up to five percent (5%) or up to the standard list price at its discretion. In addition to any applicable pricing variances outlined in the Service Order, Axxess may increase Fees during any year during the Term if Axxess incurs unforeseen costs greater than five (5%) to provide the Solutions or other Services. User will pay Axxess the initial fees set forth in the Service Order or as may be otherwise agreed in writing by the parties. During the Implementation process, Organization must designate two primary Super-Users. Organization may designate additional secondary Super-Users. The monthly recurring fee for each additional secondary Super-User is $250. Requests for customized education, presentations, reports, or other services not included in this Agreement will be conducted at the expense of the User and will be billed at the rate of $250 per hour. Any and all applicable state taxes associated with the Solutions and Services will be User's responsibility.
2. Invoices. Prior to receiving access to the Solutions and Services, User must pay any applicable Fees for the first month of the Term and provide an email address where User can receive invoices. Thereafter, User must set up recurring credit card payment or recurring Automated Clearing House (ACH) to include account number, routing number, and a copy of voided check from a bank/financial institution for the Fees. When applicable, User will be billed monthly for using the Solutions and Services on the monthly anniversary date of when access to the Solution was granted. All payments are non-refundable. If Axxess does not receive the full amount of payment within thirty (30) days after the payment due date, an additional 1.5% per month, or the highest amount allowed by law, whichever is higher, will be added to User's unpaid balance and User hereby authorizes Axxess or its affiliates to deduct such amounts from User's credit card or bank account through a bank draft. User shall also be liable for any and all attorney and collection fees arising from Axxess' efforts to collect any unpaid balance of User's account. Invoices will be sent via email to the email provided during the registration process. User must be current on all invoices related to Axxess Solutions and Services. User hereby agrees that Axxess has the right to suspend User's access to the Solutions and Services without prior notice to User if User's account becomes delinquent or if User initiates a chargeback with User's credit card or banking institution. All outstanding invoices must be paid before User's account will be reinstated. During the term of any such account suspension, Axxess will aggregate all delinquent invoices associated with User's account, and all amounts due must be paid in full before User's account will be restored. User agrees that User shall be liable for all costs of collection of any delinquency, including collection agency fees, reasonable attorneys' fees, and court costs.
3. Cancellation Fee. An Organization or Professional may cancel an AxxessCARE Opportunity after it has been posted or accepted. Multiple cancellations may result in suspension of User's account.
4. Facilitation of Charges. AxxessCARE payments are processed through a third-party payment processing service (e.g., Stripe, Inc., or Braintree, a division of PayPal, Inc.). Axxess uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing. In order for you to use Braintree's payment processing services, you must read and agree to the Commercial Entity User Agreement (CEA) available at https://www.braintreepayments.com/legal/cea-wells and the Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement. By accepting this Agreement, you agree: (a) that you have downloaded or printed the CEA, and (b) that you have reviewed and agree to the CEA. If you have questions regarding the CEA or the PSA, please contact Braintree at 877.434.2894. Axxess may replace its third-party payment processing services without notice to User.
5. No Refunds. All charges are non-refundable. This no-refund policy shall apply at all times regardless of User's decision to terminate usage of the Solutions or Services, any disruption to the Solutions or Services, or any other reason whatsoever.
6. Credit Card Authorization. Upon addition of a new payment method, or each additional Solutions or Services, Axxess may seek authorization of User's selected payment method to verify the payment method, ensure the invoice will be covered, and protect against unauthorized usage. The authorization is not a charge; however, it may reduce User's available credit by the authorization amount until the credit card or bank's next processing cycle. Should the amount of our authorization exceed the total funds on deposit in User's account, User may be subject to overdraft or NSF (not sufficient funds) charges by the bank issuing User's debit or check card. Axxess cannot be held responsible for these charges and is unable to assist User in recovering them from the issuing bank. Check out our Help Center to learn more about our use of pre-authorization holds.
7. Payments to Professionals using AxxessCARE. Professional performing an Opportunity posted by an Organization on AxxessCARE will receive payment from Braintree, a third party payor, on behalf of an Organization after Professional has completed and the Organization has approved visit notes related to the Opportunity. Professional acknowledges and agrees that Axxess is not responsible for paying him or her for performing the Opportunity. The Organization is exclusively responsible for paying the Professional and the third party payor is exclusively responsible for issuing payments in compliance with applicable law and providing Professional with all applicable notices and instructions regarding the same.
8. Professional's Taxes. Professional performing an Opportunity posted by an Organization on AxxessCARE acknowledges and agrees that it is Professional's sole responsibility to comply with all federal, state and local tax obligations that pertain to all gross compensation he or she receives from Organizations. Axxess shall not withhold or pay or be obligated to withhold or pay any payroll or employment taxes (including, but not limited to, FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, state unemployment insurance tax, and state worker's compensation insurance tax) or other amounts with respect to any Opportunities performed by or amounts paid to Professional by an Organization. Accordingly, Professional acknowledges that he or she may seek advice from an appropriate professional to comply with any and all applicable federal, state, and local laws or ordinances.
9. Payments from Organizations utilizing AxxessCARE. Organization is required to identify the rate of pay for each Opportunity it posts to AxxessCARE. When Organization assigns an Opportunity requested by a Professional, Organization will be required to provide an active credit or debit card number to pay the Professional for performing the Opportunity. Axxess will provide Organization's credit or debit card information to a third party for payment processing. Axxess uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing. In order for User to use Braintree's payment processing services, User must read and agree to the Commercial Entity User Agreement (CEA) available at https://www.braintreepayments.com/legal/cea-wells and the Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement. By accepting this Agreement, User agree: (a) that Use has downloaded or printed the CEA, and (b) that User has reviewed and agree to the CEA. If User has questions regarding the CEA or the PSA, please contact Braintree at 877.434.2894. Axxess may replace its third-party payment processing services without notice to User. The third party will place a hold on Organization's funds equal to the rate of pay for the Opportunity when the Organization assigns the Opportunity to a Professional. If the Professional completes the Opportunity and the Organization approves the Professional's visit notes, the third party will release Organization's payment to the Professional. Organization acknowledges and agrees that such payments are final and any chargeback will be subject to the provisions of the Cross-Collateralization section below. Axxess is not responsible for the Organization's obligation to pay Professionals.
10. Cross-Collateralization. User must be current on all invoices related to Axxess Solutions and Services. User hereby agrees that Axxess has the right to suspend Services to User without prior notice if User's account becomes delinquent or if User initiates a chargeback with User's credit card or banking institution until all outstanding issues are resolved. During the term of any such Services suspension, Axxess will aggregate all delinquent invoices associated with User's account, and all amounts due must be paid in full before Services will be restored. User agrees that it shall be liable for all costs of collection of any delinquency, including collection agency fees, reasonable attorneys' fees, and court costs.

7) Communications

1. Modes of Communications. User agrees to receive communications from Axxess, including via e-mail, text message, calls, and push notifications. User agrees that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Axxess, its affiliated companies and/or other Users, may include but are not limited to: operational communications concerning User's account or use of the Solutions or Services, updates concerning new and existing features, communications concerning promotions run by us or our third-party partners, and news concerning Axxess and industry developments. Standard text messaging charges applied by User's cell phone carrier will apply to text messages we send.
2. When User opts-in to the texting service, we will send User an SMS message to confirm User's signup. User can cancel the SMS service at any time. Just text "STOP" to 299377. After User sends the SMS message "STOP" to us, we will send User an SMS message to confirm that User has been unsubscribed. After this, User will no longer receive SMS messages from us. If User wants to join again, User signs up just as User did the first time and we will start sending SMS messages to User again. If at any time User forgets what keywords are supported, just text "HELP" to 299377. After User sends the SMS message "HELP" to us, we will respond with instructions on how to use our service as well as how to unsubscribe. We are able to deliver messages to the following mobile phone carriers: Major carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Alltel, Boost. Mobile, Nextel, and Virgin Mobile. Minor carriers: Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). As always, message and data rates may apply for any messages sent to User from us and to us from User. If User has any questions about User's text plan or data plan, it is best to contact User's wireless provider. For all questions about the services provided by this short code, User can send an email to support@axxess.com. If User has any questions regarding privacy, please read our privacy policy: www.axxess.com/privacy
3. OPT OUT or UNSUBSCRIBE. IF USER WISHES TO OPT OUT OF PROMOTIONAL EMAILS, USER CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF USER WISHES TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, USER MAY TEXT "STOP" TO 299377 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. USER ACKNOWLEDGES THAT USER IS NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING AXXESS; SOLUTION OR SERVICES. IF USER WISHES TO OPT OUT OF ALL TEXTS OR CALLS FROM AXXESS (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), USER CAN TEXT THE WORD "STOPALL" TO 299377 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER USER ACKNOWLEDGES THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT USER'S USE OF THE AXXESS SOLUTIONS OR SERVICES.

8) User Information

1. Privacy. User consents to us using User Information to create a User account that will allow User to use Axxess Solutions and participate in the Services. User's collection and use of personal information in connection with Axxess Solutions and Services is as provided in Axxess' Privacy Policy located at www.axxess.com/privacy. User is solely responsible for User Information and User's interactions with other members of the public, and we act only as a passive conduit for User's online posting of User Information. User agrees to provide and maintain accurate, current and complete information and that we and other members of the public may rely on User Information as accurate, current and complete. To enable Axxess to use User Information, User grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights User has in User Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Axxess does not assert any ownership over User Information; rather, as between User and Axxess, subject to the rights granted to us in this Agreement, User retains full ownership of all of User Information and any intellectual property rights or other proprietary rights associated with User Information.
2. Social Media. User may be able to create or log-in to User's Axxess User account through online accounts User may have with third party social networking sites (each such account, an "SNS Account"). By connecting to Axxess through an SNS Account, User understands that Axxess may access, store, and make available any SNS Account content according to the permission settings of User's SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the "SNS Content")). User understands that SNS Content may be available on and through Axxess Solutions to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be User Information.

9) Promotions and Referral Programs

1. Promotional Event. Axxess, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Axxess. Axxess reserves the right to withhold or deduct credits or benefits obtained through a promotion event when Axxess determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.
2. Referred User. As part of your User account, Axxess may provide you with or allow you to create an "Axxess Code," a unique alphanumeric code for you to distribute to friends, family and other prospective User (each a "Referred User") to become a new User. Axxess Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Axxess Code. You are prohibited from advertising Axxess Codes, including but not limited to: Google, Facebook, Twitter, Bing and Craigslist. Axxess reserves the right to deactivate or invalidate any Axxess Code at any time in Axxess' discretion.
3. Referral Program. From time to time, Axxess may offer you with incentives to refer new Users to the Axxess community (the "Referral Program"). These incentives may come in the form of Axxess Credits, and Axxess may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of Axxess Codes and participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.

10) Restricted Activities

With respect to User's use of Axxess Solutions and User's participation in the Services, User agrees that User will not:

1. (i) use any Confidential Information obtained from Axxess Solutions for User's own benefit or for the benefit of any other third party; (ii) solicit the business of other Users unless such Users were already known prior to the date of this Agreement or independently developed by the User after the date hereof; or (iii) employ or solicit the employment of any employees of the Axxess; or (iv) participate, personally or financially, directly or indirectly, in competition with Axxess.
2. be an employee, partner, joint venturer, representative, agent, independent contractor, or franchisee of, or with, Axxess unless agreed upon in writing. User will have total control of the management of its person or business, subject to the provisions of this Agreement.
3. impersonate any person or entity;
4. violate any law, statute, rule, permit, ordinance or regulation;
5. interfere with or disrupt the Solutions or Services or Axxess Servers or networks connected to Axxess;
6. post information or interact with the Solutions or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
7. use the Solutions or Services in any way that infringes any third party's rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
8. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Solutions or Services;
10. "frame" or "mirror" any part of the Solutions or Services, without Axxess' prior written authorization or use meta tags or code or other devices containing any reference to Axxess in order to direct any person to any other web site for any purpose;
11. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Solutions or Services or any software used on or for the Solutions or Services;
12. rent, lease, lend, sell, redistribute, license or sublicense the Solutions or Services or access to any portion of the Solutions or Services;
13. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Solutions or Services or its contents;
14. link directly or indirectly to any other web sites;
15. transfer or sell User's account, password and/or identification to any other party;
16. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation; or
17. cause any third party to engage in the restricted activities above.

11) Representations, Warranties and Agreements

By providing services as a User, User represents, warrants, and agrees that:

1. User possesses all appropriate licenses, approvals, and authority to provide service in all jurisdictions in which User provides services.
2. Any payment Professional receives for performing an Opportunity on behalf of an Organization through AxxessCARE will be based on the perimeters defined within AxxessCARE.
3. User will not make any misrepresentation regarding the Solutions or Services, Axxess, or User's status as a User.
4. User will not attempt to defraud Axxess, or another User in connection with User's provision of services. If Axxess suspects that User has engaged in fraudulent activity, we may suspend User's account or levy a fee to serve as restitution to the defrauded party. All fraudulent activities will be prosecuted to the fullest extent of the law.
5. Professional agrees that we may obtain information about Professional, including Professional's criminal and employment records, and Professional agrees to provide any further necessary authorizations to facilitate our access to such records during the term of this Agreement.
6. User will pay all applicable federal, state and local taxes based on User's provision of services and any payments received by User.
7. In relation to AxxessCARE, Professional agrees that he or she (a) is solely responsible for determining the most effective, efficient and safe manner to perform each Opportunity; and (b) except as for the Services, will provide all necessary equipment, tools, and other materials at his or her own expense, necessary to perform the Opportunity.
8. In rendering services under this Agreement, as a Professional, you shall follow the Organization's dress requirements. A Professional must complete all assigned visit notes within 48 hours after the visit.

12) Intellectual Property

1. Axxess' Intellectual Property. All Axxess Solutions and Services, and any and all modifications, bug fixes, updates and releases provided by Axxess, and all worldwide intellectual property rights therein, are and shall remain the exclusive property of Axxess. The parties expressly agree that any and all work to be performed by Axxess under this Agreement shall not be considered works-made-for-hire, as that term is defined in the U.S. Copyright Act (17 U.S.C. § 101, et. seq.), and all ownership rights relating to the Solutions and Services and any modifications thereto resulting from the Solutions and Services shall remain vested in Axxess. User acknowledges and agrees that all intellectual property rights of whatever nature the Solutions and Services, the source code relating to the Solutions and Services, and any and all derivative works relating to the Solutions and Services, are and shall remain the property of Axxess, and nothing in this Agreement should be construed as transferring any aspects of such rights to Users or any third party. Axxess shall own all right and title to, and interest in and ownership of any and all User Data created and stored within the Solutions. Axxess shall have the right to use all such data for its own benefit subject to compliance with applicable law. User understands that it may be required to execute third party licenses, such as, but not limited to, the drug education database, in order to use the Solutions and Services, and that Axxess has provided User with sufficient information concerning all such third party licenses. User further agrees that it will not use third party software that interferes with the operations or functionality of the Solutions and Services and agrees to defend, indemnify, and hold harmless from any damages, costs, expenses, legal liability, non-functionality of the Solutions and Services, loss of use of the Solutions and Services, diminution of the functionality of the Solutions and Services, damage to the Solutions and Services, and any inaccuracy of Axxess' data arising or resulting in whole or in part from User's own third party software equipment.
2. Axxess Server. The parties agree that (i) Axxess is the record owner or leaseholder of the Axxess Server and that User has no interest or right to the Axxess Server except to the extent necessary to use the Solutions or Services hereunder, including User's right to access the Axxess Server from time to time in connection with the Solutions and Services.
3. Trademarks and Publicity. All intellectual property rights related to Axxess Solution shall be owned by Axxess absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Solutions are the property of their respective owners. User acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information ("Submissions") provided by User to us are non-confidential and shall become the sole property of Axxess. Axxess shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to User.

13) Limitation of Liability; Disclaimer or Warranties

1. The use of the Solutions and Services is at User's sole risk. Neither Axxess nor any of its affiliates, nor any of their respective officers, directors or employees, agents, third-party content providers, merchants, sponsors or the like, warrant that the Services will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of the Services, or as to the accuracy, completeness, reliability, security or currency of the Solutions and Services.
2. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL AXXESS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOODWILL, EVEN IF AXXESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. AXXESS SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST USER BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF AXXESS IN CONNECTION WITH THE SERVICES, AND/OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE FEES PAID BY USER TO AXXESS HEREUNDER FOR THE SERVICES IN QUESTION IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SERVICES MAY BE BROUGHT BY USER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. USER ACKNOWLEDGES THAT THE FEES PAID BY USER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY AND EACH PARTY AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
3. Disclaimer of Warranties. AXXESS MAKES NO WARRANTY WITH RESPECT TO THE SERVICES OR THE SOLUTIONS AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF, OR INABILITY TO USE, THE SERVICES AND AXXESS SOLUTIONS, INCLUDING THE INFORMATION, DATA, SOFTWARE, SOLUTIONS OR PRODUCTS CONTAINED THEREIN OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. AXXESS DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICES, THE DATA, OR ANY COMPONENT THEREOF. AXXESS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. THE SERVICES, THE DATA, AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND USER'S USE OF THE SERVICES IS AT USER'S OWN RISK. User acknowledges that it has relied on no warranties other than the express warranties in this Agreement. The provisions of this Section 13 shall survive any termination or expiration of this Agreement. No representative, agent, employee or other person is authorized to make any modifications, extensions, or additions to this warranty.
4. Medicare Access. User acknowledges that certain functionality within the Solutions and Services is dependent upon the Medicare working file data system. If the Medicare working file system is down or not accessible, Axxess will not be liable for system Downtime, nor is User entitled to any refund during such Downtime.
5. Presumption of Satisfaction. All other provisions to the contrary notwithstanding, all services performed by Axxess under this agreement for which there is no written notice of deficiency given by the User within thirty (30) days, the performance of said service shall be conclusively presumed to have been satisfactorily performed.
6. Submission of Information. User shall strictly adhere and conform to the methods, procedures, policies and instructions issued by CMS (Centers for Medicare & Medicaid Services) and Axxess pertaining to the collection, recording and submission of all requested information to be submitted to Axxess for the purpose of performing the services under this agreement. It is understood and agreed that any deviation from same by User may result in the assessment and collection of additional fees by Axxess from the User. It is understood and agreed that all documents generated and work performed by Axxess pursuant to this agreement shall be based upon information furnished by the User, and Axxess assumes no responsibility or liability for the correctness of the information furnished to it by the User.
7. AxxessCARE. Axxess does not provide employment services, and Axxess is not a personnel recruiter. It is up to the Professional to decide whether or not to accept an Opportunity from an Organization, and it is up to the Organization to decide whether or not to offer an Opportunity to a Professional.. Axxess cannot ensure that a Professional will accept or complete an Opportunity assigned by an Organization. Axxess has no control over the quality of the Users matched though the Solutions or Services.
8. Axxess is not responsible for the conduct, whether online or offline, of any User of the Solutions or Services. User is solely responsible for User's interactions with other Users. We do not procure insurance for, nor are we responsible for, any User. By using the Solutions or Services and participating in the Services, User agrees to accept such risks and agrees that Axxess is not responsible for the acts or omissions of Users within the Solutions or participating in the Services.
9. Axxess expressly disclaims any liability arising from the unauthorized use of User's account. Should User suspect that any unauthorized party may be using User's account or User suspects any other breach of security, User agrees to notify Axxess immediately.
10. It is possible for others to obtain information about User that User provides, publishes, or posts to or through the Solutions or Services (including any profile information User provides), sends to other Users, or shares while using the Solutions and Services, and to use such information to harass or harm User. Axxess is not responsible for the use of any personal information that User discloses to other Users while using the Solutions or through the Services. Axxess advises Users to carefully select the type of information that it posts on Solutions or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or "hackers").
11. Opinions, advice, statements, offers, or other information or content concerning Axxess or made available through the Solutions, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will Axxess be responsible for any loss or damage resulting from User's reliance on information or other content posted by third parties, whether while using the Solutions or otherwise. Axxess reserve the right, but we have no obligation, to monitor the materials posted on the Solutions and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
12. Location data provided through the Solutions or Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Axxess, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed though the Solutions. Any of User's Information, including geolocational data, User uploads, provides, or posts on the Solutions may be accessible to Axxess and certain Users of the Solutions and Services.
13. Axxess advises User to use the Solutions with a data plan with unlimited or very high data usage limits, and Axxess shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan User uses to access Axxess Solutions.

14) Indemnity

1. User will defend, indemnify, and hold Axxess including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of User's use of the Solutions and participation in the Services, including: (1) User's breach of this Agreement or the documents it incorporates by reference; (2) User's violation of any law or the rights of a third party as a result of User's own interaction with such third party; (3) any allegation that any materials that User submits to us or transmits through Axxess Solutions or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Solutions and Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
2. No User has actual or apparent authority to sign agreements on behalf of Axxess or bind Axxess into a contract. User hereby agrees to promptly defend against any losses, claims, damages, liabilities or expenses but will not settle without consulting Axxess and obtaining its prior written consent. User will allow Axxess to participate, through separate counsel, in the defense of any such loss, claim or other action.
3. User and Axxess expressly agree that (1) this is not an employment agreement and does not create an employment or independent contractor relationship between User and Axxess; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. User has no authority to bind Axxess, and User undertakes not to hold itself out as an employee, agent or authorized representative of Axxess.

15) Term and Termination

1. This Agreement shall commence upon User's creation of a User account and shall thereafter renew automatically for successive terms as outlined in the Service Order attached hereto until terminated as set forth herein.
2. Organization may terminate this Agreement with written notice of no less than ninety (90) days prior to the end of the Term as outlined in the Service Order attached hereto, incorporated herein, or referenced hereby. Organization will comply fully with all financial obligations of this Agreement and all successive renewal terms thereafter.
3. Professional may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice; and (b) immediately, without notice, for Axxess' material breach of this Agreement.
4. Termination for Breach. Axxess may terminate this Agreement if User is in material breach of any term of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach. Without limiting the generality of the foregoing, failure to make any payment to Axxess when due is a material breach of this Agreement on the part of User.
5. Effect of Termination. Upon the expiration or termination of this Agreement, Axxess may terminate User's ability to create new data and User acknowledges that, at and after such time, User will no longer have the ability to create new data. User will pay Axxess a recurring monthly fee of $299 per location/branch prior to User being granted read-only access to existing data. The fees set forth above do not include federal, state, or local taxes, and to the extent such taxes are due, User shall be liable for payment thereof. If at any time the read-only access fee is unpaid, Axxess may elect to cease providing read-only access under this Agreement until all overdue and unpaid fees are paid in full. After the first year of the read-only access, Axxess may increase fees annually. Suspended accounts are not entitled to the read-only access. All outstanding balances must be paid in full for Licensee to be entitled to read-only access.
6. Survival. The provisions of Section 1 through 2, Section 5 through 8 and Section 11 through 19 shall survive termination of this Agreement.

16) Confidential Information

1. User acknowledges that the Solutions and Services, including all documentation provided in connection therewith, and all screens and formats used in connection therewith, are the confidential information of Axxess and User shall not publish, disclose, display provide access to or otherwise make available Axxess Solutions or the Services, or documentation thereof, or any screens, formats, reports or printouts used, provided, produced or supplied from or in connection therewith, to any person or entity other than an employee or agent of User without the prior written consent of, and on terms acceptable to, Axxess; provided, however, that User may disclose to a governmental or regulatory agency or to customers of User any information expressly prepared for disclosure to such governmental or regulatory agency or to such User and User may make disclosures required by law.. Except as required by law, User shall not disclose use of the Services in any advertising or promotional materials without Axxess' prior written consent to such disclosure, and approval of such materials.
2. Protection of Confidential Information. User acknowledges that the Solutions and Services are highly confidential and considered trade secrets of Axxess, the unauthorized disclosure of any part of which would result in serious injury to Axxess. User shall use its best efforts to maintain the security and confidentiality of the Solutions and Services, which precautions shall not be less stringent than those employed, or that reasonably should be employed, by User to protect its own most confidential information.
3. Confidentiality of Agreement. This Agreement and the terms hereof are confidential, and no information concerning the same shall be disclosed without written consent of the parties, except as may be necessary to comply with applicable laws and regulations.
4. Axxess Em