The ExaBill "Portal" is owned and operated by ExaBill.com, its parent company Kwahu Technologies, Inc. and their respective subsidiaries and affiliates (collectively, "ExaBill", "We", "Our" or "Us"). The "Portal" covers both the Website of ExaBill with marketing pages as well as pages providing services for Registered Users. This document covers the Terms and Conditions for all visitors of the Portal. The Portal is made available to organizations that are interested in Us and Our products and services, including healthcare IT experts, present and prospective customers, investors and members of the general public (collectively, "You" or "Your") solely under the following terms and conditions (the "Terms and Conditions") and Privacy Policy. Please read these terms and conditions carefully and in its entirety. If you do not agree with any of the terms herein, please cease all use and/or access to the Portal. By accessing the Portal you are acknowledging your agreement with these Terms and Conditions. If you are using this Portal on behalf of an organization, such as a health provider, references in this Agreement to “you” and “your” shall be intended to be references to you individually and to your organization.

THESE TERMS OF SERVICE ("TERMS") CONSTITUTE A CONTRACT BETWEEN YOU AND EXABILL AND GOVERN THE USE OF AND ACCESS TO THE SERVICE AND PORTAL BY YOU, SUBSCRIBERS, AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE SERVICE.

ExaBill reserves the right to change the terms of these Legal Notices at any time without notice. We will make reasonable efforts to inform You of those changes by posting a notice on the Portal or by sending You a notice by email or regular mail. You are welcome to contact Us at contactus@ExaBill.com at any time with any questions You may have about these Legal Notices, including questions as to whether the posted policy has been changed. Changes to this policy are effective as of the date and time posted, unless a notification of the change in policy states otherwise. By using the Portal You are agreeing to be bound by the then current version of these Legal Notices.

 

Terms & Conditions of Use

makes no, and hereby expressly disclaims all, warranties, express or implied, including, without limitation, as to the merchantability, fitness for a particular use or purpose, non-infringement, title, or any other warranty, condition, guaranty, or representation, whether oral, written, or in electronic form, with respect to the content or operation of the Site, including but not limited to, regarding the quality, accuracy, usefulness, timeliness, availability, operation, or completeness of any information or services provided on or made available through the Site. Additional disclaimers may appear on the site and are incorporated herein by referenc

ExaBill warrants that the Service will be provided in a professional manner substantially in accordance with prevailing industry standards.

EXCEPT FOR THE PRECEDING SENTENCE, THE SERVICE AND THE PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXABILL MAKES NO OTHER REPRESENTATIONS OR WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXABILL DOES NOT WARRANT THAT THE SERVICE IS SECURE OR FREE FROM ERRORS, VIRUSES OR INTERRUPTION. EXABILL DOES NOT WARRANT THE AVAILABILITY OF THIRD PARTY SOFTWARE OR APPLICATION PROGRAMMING INTERFACES INCLUDED WITH THE SERVICE. EXABILL DOES NOT REPRESENT OR WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL ENSURE COMPLIANCE WITH ANY TAX OR OTHER LEGAL OBLIGATIONS, NOR THAT THE CALCULATIONS OR OTHER DATA PROVIDED BY THE SERVICE WILL BE VALIDATED IN ANY GOVERNMENT AUDIT OR INVESTIGATION.

EXCEPT AS AND TO THE EXTENT THAT OUR EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, EXABILL DOES NOT WARRANT THAT THE PORTAL WILL BE FIT FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY OTHER GUARANTEE, OR REPRESENTATION WHETHER ORAL, WRITTEN OR IN ELECTRONIC FORMAT, WITH RESPECT TO THE CONTENT OR OPERATION OF THE PORTAL, INCLUDING BUT NOT LIMITED TO, QUALITY, AVAILABILITY, SECURITY, ACCURACY, TIMELINESS, USEFULNESS, OR COMPLETENESS OF ANY INFORMATION OR SERVICE PROVIDED ON OR MADE AVAILABLE OF THE PORTAL, THAT YOUR USE OF THE PORTAL WILL NOT RESULT IN THE LOSS OF, OR DAMAGE TO, YOUR INFORMATION, THAT INFORMATION YOU POST TO THE PORTAL CAN OR WILL BE DISPLAYED ACCURATELY, COMPLETELY OR AT ALL, OR THAT THE PORTAL WILL NOT ALTER OR DAMAGE YOUR SYSTEM. EXCEPT AS AND TO THE EXTENT THAT EXABILL'S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, EXABILL HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE PORTAL, ANY FUNCTIONALITY, CONTENT OR OTHER INFORMATION MADE AVAILABLE TO YOU ON OR THROUGH THE PORTAL, AND INFORMATION THAT YOU CHOOSE TO POST TO THE PORTAL, WEB SITE, OR ANY SYSTEM YOU MAY USE TO DO SO, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO USE THE PORTAL WITH RESPECT TO ANY INFORMATION IS YOUR SOLE RESPONSIBILITY AND THAT ANY AND ALL USES OF THE PORTAL YOU MAY MAKE ARE, AND SHALL BE, AT YOUR SOLE RISK. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH INFORMATION POSTED BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY INFORMATION, ACCOUNT HISTORY, AND ACCOUNT CONTENT RESIDING ON EXABILL’S SERVERS, MAY BE DELETED, ALTERED, MOVED, OR TRANSFERRED AT ANY TIME FOR ANY REASON IN EXABILL’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. EXABILL DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON EXABILL’S SERVERS.”

 

Limitation of Liability

“EXCEPT AS AND TO THE EXTENT THAT EXABILL'S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, IN NO EVENT SHALL EXABILL OR ANY OF EXABILL'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OF YOUR AFFILIATED PRACTICES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST DATA OR LOST OPPORTUNITIES, IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE PORTAL OR ANY BREACH OF SECURITY, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF EXABILL HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS AND TO THE EXTENT THAT EXABILL'S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, YOUR SOLE REMEDY FOR ANY INJURY YOU ALLEGE TO HAVE SUFFERED ARISING FROM OR RELATED TO YOUR USE OF THE PORTAL IS TO STOP USING IT.”

 

Exclusions and Limitations

“SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS AND CONDITIONS OF USE, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.”

 

Indemnification

ExaBill recognizes that your data is important and takes industry-standard, commercially reasonable measures to protect it on the Service. However, you agree that ExaBill cannot and does not guarantee or warrant that data will not be lost or corrupted or free of defects, infection or viruses or other code having contaminating, malicious or destructive properties.

You agree to indemnify, defend and hold harmless, at Your sole expense, ExaBill from and against any claim arising from or related to: (a) Your use of the Portal; and (b) any breach of these Terms and Conditions by or attributable to You, including without limitation, a claim that Your Portal Participation infringed intellectual property, privacy, or other legal rights or interests of any person or entity. You agree to pay any and all such claims, losses, deficiencies, damages, liabilities, costs and expenses, including without limitation, reasonable attorney's fees and all related costs and expenses as are incurred by or awarded against any one or more of the Indemnified Parties with respect to each such claim. ExaBill will use reasonable efforts to provide You with prompt written notice of any such claim and of all related claims. You agree to conduct the defense and settlement of any related action or proceeding, subject to the Indemnified Parties' consent to any position or settlement, which shall not be unreasonably delayed or withheld.

 

Privacy Policy

This policy explains how ExaBill treats personal information We obtain from You, as users of ExaBill's various Portals, including but not limited to www. ExaBill.com, but does not apply to any third party sites that may be linked to them. We use the Portal to make information, products and services available to You. The term “personal information" means information that You provide to us which personally identifies You to be contacted or identified, such as Your name, phone number, email address, and any other data that is tied to such information.

 

Mobile Software

ExaBill may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Service. ExaBill does not warrant that the Mobile Software will be compatible with your mobile device. The particular terms of the license governing your use of the software will be displayed to you prior to downloading the software. By downloading and using the software, you agree to the terms of any applicable license. You acknowledge that ExaBill may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and ExaBill or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. ExaBill reserves all rights not expressly granted under this Agreement or the open source licenses associated with the software. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the ExaBill Service.

 

Your Right of Access

If You are under any separate direct agreement with ExaBill (generally a "License Agreement"), Your use of this Portal may be subject to the terms and conditions of such License Agreement. However, if the License Agreement is silent as to this matter or if You are not subject to a License Agreement with Us, We hereby grant You the nonexclusive, nontransferable, royalty-free right and license to access and use the Portal in any manner permitted under these Terms and Conditions. To the extent there is a conflict between these Terms and Conditions and the terms and conditions of any License Agreement, the terms of the License Agreement shall prevail.

 

What the Portal Does and Does Not Provide

ExaBill uses the Portal to provide information, products, storage and services to meet Your needs. Your needs evolve constantly in response to many factors, including healthcare information technology, public health and health care policy, and the regulatory environment. Accordingly, ExaBill may begin, alter, suspend, and terminate our offering of the content, features or functions on or through the Portal in any manner consistent with our contractual obligations, at any time, without any prior notice to You.

 

We Do Not Provide Professional Advice

Nothing appearing on the Portal is medical, legal, accounting, tax, compliance, or other professional advice. While ExaBill serves the health care industry, we are not authorized or licensed to provide, and does not engage in providing, medical advice. Nothing posted on the ExaBill Portal is intended to be construed as the provision of medical advice.

 

Acceptable Use

Any information You submit on the Portal will be considered as 'Your Participation'. All Participation on the Portal must be lawful and for a legitimate purpose. Examples of prohibited use without limitation, include

(i) any action with the intent to commit fraud;

(ii) violation of any individual or entity's privacy, propietary or other right;

(iii) storage or transmission of any obscene or pornographic material;

(iv) engaging in defamatory, misleading, tortious, libelous or offensive activity;

(v) attempt to disrupt or disrupt the Portal purposefully by any means including viruses, trojan horses, worms, time bombs, denial or service attacks, flooding or spamming;

(vi) any disclosure of information that would violate the Health Insurance Portability and Accountability Act (“HIPAA”), its regulations or other applicable law.

 

If You have any question as to whether You have the right to make a contribution to the Portal or You do not wish to grant Us the rights of use in Your contribution specified above, You should not make that contribution.

 

Use of the Portal

Your rights to access and use the Portal granted above are contingent upon Your compliance with each of the following:

You agree to use the Portal at all times solely as permitted under the then-current Terms and Conditions for the Portal;

You agree to use the Portal solely for Your internal business purposes.

You agree not to access or use the Portal for any other purpose or for any unlawful or illegal purpose.

You agree not to use the Portal in any manner that could damage, disable, overburden, or impair any ExaBill server, or the network connected to any ExaBill server, or interfere with any other party's use of or visit to the Portal.

You agree not to defeat or evade any security or access control device or procedure used on or associated with the Portal;

You agree not to sell, lease, traffic in, sublicense, or otherwise transfer to any person or entity, except as Your License Agreement expressly permits, either:

(i) Your rights to access or use the Portal granted hereunder; or

(ii) any password, user name, or other information or device used to authorize

Your access to and use of, the Portal; or to disclose any of the foregoing to anyone other than Your employees and agents whose duties require such use;

You agree not to access or use the Portal using any automated, recursive or robotic means; additionally, in ExaBill's sole judgment, access or use in any other manner that interferes with the operation of the Portal or burdens ExaBill's ability to provide the Portal to You or others is prohibited;

You may not frame the content of the Portal, nor may you incorporate the Portal within your site without prior written permission from ExaBill.

You may not link to the Portal or any of the individual web pages contained therein without prior written permission from ExaBill.

 

Requests to link to the Portal should be sent to contactus@exabill.com.

 

You acknowledge and agree that the Portal is or reflects intellectual property that, as between You and ExaBill, is owned solely and exclusively by ExaBill.

You acknowledge and agree that You may not: reverse engineer, disassemble, decompile, download, copy, reproduce, prepare derivative works of, distribute, publish, perform or display any:

(a) functionality, code, content, or other resource (collectively "Information Resources") used by ExaBill to provide You with the Portal; or

(b) any Information Resource made available to You on or through the Portal, except as agreements executed by ExaBill in current effect otherwise provide or as otherwise permitted under these Terms and Conditions.

 

ExaBill hereby grants You a non-exclusive, non-transferable right and license to copy reasonably limited portions of text and to download, copy, and distribute articles, white papers, downloadable and other content displayed or otherwise made available in the public section of the Portal, solely and exclusively for Your internal business purposes, provided that:

(a) You are otherwise in compliance with these Terms and Conditions and any License Agreement You have entered into with Us; and

(b) any such copy You make identifies Us as the author of that content and bears each and every legal notice that appears on the Portal on or in association with that content, including without limitation, the copyright notice applicable to the specific content You copy.

 

For the avoidance of doubt, this license does not pertain to any section of the Portal which requires a login/password ("Private Site Content"). Private Site Content is governed by any one or more agreements You have entered into with Us. If you are not certain what rights you have to Private Site Content please contact Us at contactus@ExaBill.com for clarification.

 

You acknowledge and agree that nothing in these Terms and Conditions:

 (i) provides You with any license or rights of use in or to any portion of the Portal or any other intellectual property of ExaBill other than those expressly stated herein; or

(ii) transfers to You any rights, title or interests in or to any intellectual property of ExaBill;

You agree not to:

(i) allow any person or entity acting on Your behalf or using Your System to act in any manner prohibited above; or

(ii) attempt to act in any manner prohibited above.

 

As used in these Terms and Conditions, "System" means the information technology You use, including without limitation, Your hardware, software, network and Internet connectivity, and information, individually or in any combination; and You understand and agree that any use or attempted use of the Portal in violation of these Terms and Conditions may, without prejudice to any other claims, rights, or remedies ExaBill may have, result in the termination of Your rights to use the Portal.

 

Customers and Other Contract Partners

These Terms and Conditions do not modify any agreement between You and ExaBill. If You have entered into one or more agreements with ExaBill that are in effect when You use the Portal, including without limitation, agreements that authorize You to use any ExaBill product, You acknowledge and agree that Your use of the Portal is governed by those agreements as well as by these Terms and Conditions. For example, and without limitation:

(i) Your obligations to safeguard ExaBill's confidential and proprietary information from unauthorized disclosure or use, as set forth in Your agreement(s) with ExaBill, apply with respect to any and all use You may make of non-public sections of the Portal; and

(ii) ExaBill use of the Portal, if any, to deliver certain products, services or related Information Resources to You does not alter our agreement with You.

 

The terms of Your agreement that define the scope of Your permitted use of these products, services or resources, apply fully to anything we deliver to You through this site. As such, You acknowledge and agree that certain uses You may make of the Portal in violation of these Terms and Conditions may also constitute a material breach of one or more agreements You have entered into with ExaBill. In the case of a conflict between any executed agreement between You and ExaBill and these Terms or Conditions or any other document, the terms of the executed agreement between You and ExaBill shall govern the right and obligations of the parties;

 

The Information ExaBill Obtains

ExaBill collects the information needed to provide You with the information, products and services that You request and to update, promote, and distribute ExaBill's products and services to meet Your needs as they evolve. If You request information, products or services from ExaBill, ExaBill will ask You to provide the information needed to respond to Your request. No one is required to provide any information to ExaBill at any time. However, if You do not provide ExaBill with the information requested by ExaBill, ExaBill may be unable to provide You with the information, products or services You have asked for. In other cases, Your decision not to provide ExaBill with information may preclude Your access to certain features and functions of products and services offered by ExaBill. ExaBill also obtains information through the Portal, by using forms posted on or linked to the Portal that seek information including Your interests and concerns, preferences for products and services, or contact information. ExaBill also seeks information through email, and in other routine, lawful operations that ExaBill conducts in the ordinary course of operating its business. These operations may include the use of common data gathering functionality, such as cookies and other devices that collect certain standard information generated by Web browsers pertaining to users of the Portal, such as IP addresses, access times, and their experience using one or more web sites operated by or on behalf of ExaBill. ExaBill may use the information collected in connection with Your use of the Portals (including Your personal information) in order to investigate, enforce, and apply these Terms and Conditions and Privacy Policy.

 

ExaBill uses Google Analytics™ web analytics services

Google Analytics is a service provided by Google, Inc. ("Google"). Google uses the data collected to track and examine the use of Portal, to prepare reports on its activities and share them with other Google services. Google may use the data collected to contextualize and personalize the ads in its own network or advertisers. The information collected by Google is used to inform, optimize, and customize advertising based on user patterns while on Portal. This activity is performed by tracking use data and by using cookies, information that is transferred to partners that manage the remarketing and behavioral targeting activities. Google Analytics for display advertising is a remarketing and behavioral targeting service provided by Google that connects the tracking activity performed by Google Analytics and its cookies with the AdWords™ advertising network and DoubleClick™ cookies. For more information see Privacy Policy.

To opt-out see https://tools.google.com/dlpage/gaoptout

 

Customers and Other Authorized Users

Customers of ExaBill's products and services may use the sections of the Portal reserved for customer use (login required) solely as their respective agreements permit. Other authorized users of information resources available on or through this Portal may use them solely as and to the extent that have been authorized to do so. ExaBill requests information from customers and other authorized users to authenticate them and verify their authorized use of the, products, services and other resources provided by ExaBill.

 

Promotional Offers

Promotional offers are governed by their terms and conditions. ExaBill may request information from those responding to offers to determine eligibility and to process and fulfill eligible responses.

 

How ExaBill Uses The Information Provided

ExaBill does not request any patient information through general (public) Portal such as www without a login by a registered user. ExaBill.com. Certain web-based services provided by ExaBill, such as ExaSend secure messaging and certain support operations involve access to, and the processing of, patient information. This information is provided to ExaBill lawfully by medical professionals who have obtained their patients' consent to provide ExaBill with their patient information

 

Disclosures of Information

ExaBill may disclose certain information obtained in order to provide certain products, services and information resources and to develop, promote, and support ExaBill's products and services, solely as per ExaBill's agreements with customers, other authorized users, vendors, technology partners, marketing partners and others permit. In order to ensure continuity of the Portal and the integrity and availability of the information required to provide it and ExaBill's products and services, information provided to ExaBill may be backed up or archived, and this may include the storage of information at facilities operated by ExaBill's vendors.

Finally, ExaBill may disclose information believed to be necessary to:

(a) comply with applicable law and regulations, which may include disclosures made in response to any subpoena, document request, or other legal request seeking the disclosure of information that appears to have been lawfully issued;

(b) perform under and enforce the terms and conditions under which ExaBill products and services are provided;

(c) exercise ExaBill's legal rights in its products, services and resources and to otherwise protect its assets; and

(d) protect ExaBill's rights, reputation, and property, or that of ExaBill's users, affiliates, or the public.

The information obtained by ExaBill in connection with the Portal is not sold, rented, or otherwise disclosed to any person or entity except as this agreement states.

 

Third Party Links

The Portal may contain links to third party sites to provide additional, value added services. Except as set forth herein, ExaBill does not share Your personal information with those third parties, and are not responsible for their privacy practices. ExaBill therefore has no responsibility or liability for the content and activities of these linked sites. ExaBill suggests You read the privacy policies on all such third party websites.

 

Regulation & Security

Certain information provided to ExaBill may be Protected Health Information as that term is defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), American Recovery and Reinvestment Act ("ARRA"), Health Information Technology for Economic and Clinical Health Act ("HITECH") and in regulations promulgated there under and it may also be subject to regulation under state law ("PHI"). ExaBill offers and provides the Portal and products and services in a manner that complies with all applicable laws and regulations ExaBill is aware of and/or become known to ExaBill and will continue to do so. As an example, ExaBill has Business Associates Agreements in place with customers, partners and vendors that govern the disclosure and use of PHI that is required for ExaBill to provide them with the products and services they have requested.

 

If You order services from ExaBill that require You to provide to ExaBill personal health information that is protected under any federal or state laws (including HIPAA), You grant to ExaBill a non-exclusive, perpetual, irrevocable, royalty-free right and license to use de-identified patient and administrative data ("De-Identified Data" as defined under 45 C.F.R. § 165.514) collected or provided through your use of the Portal for any lawful business purpose, provided that such data is not personally identifiable.

 

ExaBill shall have the right to de-identify such patient and administrative data and then utilize the De-Identified Use Data for any lawful purpose, including but not limited to creating statistical norms and reports de-identified score cards, regional or national benchmarking, or to be used for research considerations, provided however that the data shall not include member identities and claims information that is unprotected. Personally identifiable patient, physician and Your information shall remain confidential and shall not be released. Further, should ExaBill choose to place the De-Identified Data in its national database or in any way incorporate such data in studies and/or analyses conducted directly or indirectly by ExaBill, no such data shall be identified as originating from You, or Your patients, members, or physicians. The De-Identified Data shall also not be utilized in any study, report or publication without first being integrated with a significant body of other data such that neither You or Your patients or physicians can be identified, unless appropriate, advance and written consents to such identification are obtained. ExaBill uses appropriate security measures to protect the information obtained by ExaBill from unauthorized alteration, loss, disclosure, or use, including technological, physical and administrative controls over access to the systems ExaBill uses to provide the Portal and its products and services. As an example, ExaBill restricts access to particular systems and information to those employees and independent contractors whose duties require them to have it. To obtain this access, employees and independent contractors are required to agree not to:

(a) disclose that information; or

(b) use their access or any confidential information except to exercise their rights or discharge their obligations under their respective agreements.

 

Access and Changes to Information; Deletion of Information

Customers and authorized users of ExaBill products, services, and information resources have access to the information ExaBill stores about them, and may change that information at no charge, provided that doing so is consistent with their respective agreements with ExaBill. Certain information services ExaBill provides may reflect patient information as it appears in the medical records of those patients that are maintained by the medical professionals they consult. ExaBill may retain the information obtained by ExaBill for a period sufficient to provide the products and services that ExaBill customers request, as necessary to comply with ExaBill's legal obligations, and as ExaBill management deems appropriate.

 

Compliance, Questions and Concerns

ExaBill monitors its compliance with this policy. Questions or concerns should be directed to contactus@exabill.com. Complaints will be acknowledged, investigated, resolved between ExaBill and the parties concerned when possible, and reported to governmental authorities as the applicable law requires and as appropriate.

 

Fees and Charges

Some of the services provided on or through the Portal may incur charges for subscribers or registered users of the Portal. A separate agreement between you and ExaBill will describe these charges, or the charges be be posted on the Portal itself, or on materials provided with the service. ExaBill reserves the right to change such charges with a reasonable notice in accordance with standard industry practices.

 

Software Notices

Notice Specific To Software Available On Portal. Any software that is made available to download from this Portal ("Software") is the copyrighted work of ExaBill and/or its suppliers and is governed by the terms of the License Agreement that accompanies or is included with the Software. The Software is made available for downloading solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

 

EXABILL AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS PORTAL FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXABILL AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN NO EVENT SHALL EXABILL AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THIS PORTAL. THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS PORTAL MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. EXABILL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND CHANGES IN THE PRODUCT(S) OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME. NOTICES REGARDING SOFTWARE, DOCUMENTS, AND SERVICES AVAILABLE ON THIS PORTAL. IN NO EVENT SHALL EXABILL OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THIS PORTAL.

 

Intellectual Property

Copyright

 

ExaBill retains all intellectual property rights with respect to the Portal. All content included or available on the Portal, including, but not limited to, trade names, trademarks, service marks, text, graphics, interfaces, code, information, databases, technology (other than content or information sent to and from Portal users) (collectively, the “Content”), and the selection and arrangement thereof, are the sole and exclusive property of ExaBill.

 

ExaBill takes the protection of its copyright very seriously. ExaBill may bring legal proceedings against you seeking an injunction and monetary damages to stop you from using those materials, if ExaBill discovers that you have used its copyright materials without prior written permission. If you become aware of, or suspect unlawful, fraudulent or any other activity that threatens the security of the Portal, its content, operations or any part thereof, or is engaged in unauthorized access to any confidential or medical information, you are obligated to immediately report the activity to ExaBill. ExaBill reserves the right but not the obligation to pursue actions against any such wrongdoers. To report any of the foregoing problematic or potentially problematic activity, please Contact Us<ADD LINK TO CONTACT US PAGE>. Please provide ExaBill's agent with the following:

a description of the copyrighted work that you claim has been infringed,

a description of where the material that you claim is infringing is located,

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, your address, telephone number and email address,

a statement by you that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

 

Logo Usage

Our logos may not be used without prior written permission. For approval please contact contactus@ExaBill.com.

 

Trademark Usage Guidelines

Trademarks, whether registered or unregistered, are a valuable asset to ExaBill and as such must be used properly. You may refer to ExaBill products and services by their appropriate trademark only if Your references are truthful, fair, not misleading and comply with these guidelines: A trademark may not to be used in possessive form. The appropriate symbol must accompany the trademark (™ or ®). A trademark may not be altered in any way. Correct spelling and capitalization must be used. A trademark must be used as a proper adjective, not a noun. A trademark must be followed an appropriate generic descriptor.

For example: Trademark ExaBill®

 

Descriptor software, solutions

You may not incorporate ExaBill trademarks into your own product names, service names, domain names or company name. Use of ExaBill's registered trademarks must be accompanied by the following attribution statement: "(INSERT TRADEMARK) is a registered trademark of Kwahu Technologies Inc."

You may not use ExaBill's trademarks to directly or indirectly express or imply an endorsement, affiliation or sponsorship with ExaBill without prior written permission. When using a trademark to reference ExaBill's products or services, the full name of the product or service must be used.

Below is a list of ExaBill's registered trademarks. This list is not comprehensive of all trademarks. The absence of a product name, service name, logo or tag line from this list does not constitute a waiver of ExaBill's intellectual property rights.

ExaBill.com

Exasend.com

Kwahu Technologies

 

Third Party Trademarks

Windows, SQL Server and Internet Explorer are either registered trademarks or trademarks of Microsoft Corporation in the United Stated and/or other countries

Acrobat is either a registered trademark or trademark of Adobe Systems Incorporated in the United States and/or other countries

Dell, Latitude, Optiplex and PowerEdge are trademark of Dell Inc

Pentium is a trademark of Intel Corporation in the U.S.and/or other countries

Java is a registered trademark of Oracle and/or its affiliates

Apple is a registered trademark of Apple Inc

All other names and marks are the property of their respective owners

 

No Third Party Beneficiary

Nothing in this Agreement shall be construed to establish a basis for claims against ExaBill (its officers, directors, or employees) by third parties asserting status as third party beneficiaries.

 

General

No modification, amendment, or waiver of any provision of these Legal Notices shall be effective unless adopted by ExaBill in writing. No failure or delay by ExaBill in exercising any right, power, or remedy under these Legal Notices shall operate as a waiver of any such right, power, or remedy. If any provision of these Legal Notices are ruled by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these Legal Notices shall remain in full force and effect. You acknowledge and agree that each entity which collectively makes up ExaBill is a third party beneficiary of these Legal Notices, and that each entity may enforce any provision of the terms that benefits it.

These Legal Notices shall be interpreted, construed and governed by, and in accordance with, the laws of the State of Colorado. Any cause of action arising out of or related to these Legal

Notices may only be brought in the local court of applicable jurisdiction in the State of Colorado, Boulder County, and You hereby submit to the jurisdiction and venue of that court.

 

Our registered agent is Divyesh Patel. They accept service of process on ExaBill's behalf. These Legal Notices are the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements or understandings, either written or oral.