Terms & Condition
IOS END-USER AGREEMENT
ANDROID END-USER AGREEMENT
IOS END-USER AGREEMENT
THIS IS AN AGREEMENT MADE BY AND BETWEEN YOU AND TRANSPLANT MADE EASY, ARIGNI LLC, a Texas Limited Liability Company (“ARIGNI”) CONCERNING YOUR USE OF THIS ARIGNI APPLICATION (THE “SOFTWARE”). PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SOFTWARE, AND YOU MUST UNINSTALL THE SOFTWARE FROM ANY DEVICE OWNED OR CONTROLLED BY YOU.
- Governing Documents. This agreement incorporates by reference: (a) the Terms & Conditions for use of ARIGNI Web sites at http://www.transplantmadeeasy.com//; (b) the ARIGNI Privacy Policy at http://www.transplantmadeeasy.com// (the “ARIGNI Privacy Policy”); (c) any agreement between you or your organization and ARIGNI concerning content accessed using the Software (e.g., ARIGNI Online Products Agreement, (d) any usage guidelines posted by ARIGNI (collectively, the “Governing Documents”). By using the Software, you agree to be bound by the Governing Documents.
- License. Subject to your compliance in all material respects with the terms and conditions of this Agreement and the Usage Rules set forth in the iTunes App Store Terms of Service, ARIGNI grants you a restricted, non-exclusive, non-transferable, revocable license to install and use the Software on an iOS personal mobile device that you own and control, in machine executable object code form only and solely for personal, non-commercial purposes.
- Restrictions. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display or otherwise grant rights to the Software, or any copy thereof, in whole or in part, except as expressly permitted under this Agreement. You may not reverse engineer, disassemble, decompile or translate the Software, or otherwise attempt to derive the source code, structural framework or the data records of the Software, or authorize any third party to do any of the foregoing. You may not loan, resell or distribute the Software, or any part thereof, in any way.
- Content. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Software, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not ARIGNI, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Software (“Your Content”), and other users of the Software, and not ARIGNI, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Software (“User Content”). You acknowledge that ARIGNI has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although ARIGNI reserves the right in its sole discretion to pre-screen, refuse or remove any Content that is accessible through the Software. ARIGNI does not claim ownership of Your Content. However, you grant ARIGNI a perpetual, worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content in connection with your use of the Software.
- User Conduct. You shall not: (a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) impersonate any person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content; (c) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (d) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (e) interfere with or disrupt the functioning of the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software; (f) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; or (g) reproduce, duplicate, copy, sell, trade, lend, share, resell or exploit for any commercial purpose any portion of the Software (including, but not limited to, your user account).
- Ownership. ARIGNI or its licensors and suppliers own all rights, title and interest in the Software (including, but not limited, to all copyrights, patents, patent applications, trade secrets, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other materials incorporated within the Software), and the Software is protected by U.S. and international copyright and other intellectual property laws and treaties. The Software is licensed, not sold, to you for use only under the terms and conditions of this Agreement. ARIGNI reserves all rights not expressly granted to you.
- Payments. Use of or access to certain features and Content through the Software may require payment. By using or accessing such features or Content, you agree to pay the price indicated and any applicable sales, use, value-added and other taxes. You are solely responsible for paying all charges incurred using the Software on your device.
- Suggestions. If you elect to provide or make available to ARIGNI any suggestions, comments, ideas, improvements, or other feedback concerning the Software (collectively, “Suggestions”), ARIGNI shall be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestion in any manner, without credit or compensation to you.
- Personal Information. You acknowledge and agree that by using the Software, ARIGNI may receive certain personal information about you, and ARIGNI may collect, use and disclose such information in accordance with the ARIGNI Privacy Policy.
- NO WARRANTY. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” ARIGNI AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE SOFTWARE AND ITS CONTENTS OR THAT YOUR USE OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK.
- LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER ARIGNI NOR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES ATTRIBUTABLE TO OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ARIGNI, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL ARIGNI’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO ARIGNI FOR USE OF THE SOFTWARE OR FIFTY U.S. DOLLARS, WHICHEVER IS GREATER.
- Indemnification. You agree to indemnify and hold ARIGNI and its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any rights of another party.
- Termination. This Agreement is effective until terminated by you or ARIGNI. Your rights under this Agreement shall terminate automatically without notice from ARIGNI if you violate any of the terms of this Agreement. Upon termination of this Agreement, all rights granted to you under this Agreement shall immediately terminate, but all other provisions shall survive termination.
- Links. The Software or third parties may provide links to other websites or resources. Because ARIGNI has no control over such sites and resources, you acknowledge and agree that ARIGNI is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any Content, advertising, products, services, or other materials on or available from such sites or resources.
- Changes to Software. ARIGNI reserves the right to modify or discontinue, temporarily or permanently, the Software or any product or service to which it connects, with or without notice and without liability to you.
- Copyright Infringement Notice. ARIGNI, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim attributable to the Software. If you believe that your work has been made available through the Software in a way that constitutes copyright infringement, please provide ARIGNI’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Software; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. ARIGNI’s Agent for Notice of Copyright Claims can be reached as follows: Agent for Notice of Copyright Claims Attn://NAME,Privacy Officer, ARIGNI Healthcare Solutions, 4134 Bering Way,Irving 75063. Email: Privacy@arignihealth.com.
- Legal Compliance. You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List.
- General. (a) This Agreement is made and entered into within and shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws. The exclusive venue for any dispute related to this Agreement shall be a court of competent jurisdiction in Tarrant County, Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.. (b) If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability. Such provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of this Agreement. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign any of your rights or obligations under this agreement to another party without the express written consent of ARIGNI. (d) The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. (e) This Agreement constitutes the complete and exclusive statement of the agreement between ARIGNI and you with respect to the subject matter hereof and supersedes any proposal or prior or contemporaneous agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.
- HIPPA Compliance: In providing the services set forth in the End-User License and Services Agreement (the “Services”), we may create, receive, maintain, or transmit health plan information that is regulated as protected health information (“PHI”), including electronic protected health information (“EPHI”), under the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). When working with your PHI, we will protect the information consistent with our obligations as a “business associate” under HIPAA. You are solely responsible for complying with HIPAA requirements with respect to PHI in your possession, including PHI that you process with software that we provide to you. If we grant you access to our systems, you are responsible (1) for safeguarding user IDs, passwords or any other credentials used to access our systems, and (2) for complying with our security practices when accessing our systems. You will immediately notify us if you believe you have suffered a security breach. (b) You will notify us of any limitation(s) in your Notice of Privacy Practices in accordance with 45 C.F.R. § 164.520, to the extent such limitations affect our use or disclosure of PHI. 13208802-3 4 (c) You will notify us of any changes in, or revocation of, permission by an Individual to use or disclose PHI, if and to the extent such changes affect our use and disclosure of PHI. (d) You will obtain our permission before agreeing to or implementing any limits or restrictions on use or disclosure of PHI that would affect our ability to provide the Services. We are not required to agree to any restrictions that would result in additional costs or burdens for us. (e) You will not ask us to use or disclose PHI in any way prohibited under HIPAA. You also warrant that you have the right under applicable law to share PHI with us so that we may provide our services. Any violation of your obligations is subject to the indemnification obligations set forth in the End-User License and Services Agreement.
ANDROID END-USER AGREEMENT
THIS IS AN AGREEMENT MADE BY AND BETWEEN YOU AND TRANSPLANT MADE EASY, ARIGNI LLC, a Texas Limited Liability Company (“ARIGNI”) CONCERNING YOUR USE OF THIS ARIGNI APPLICATION (THE “SOFTWARE”). PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SOFTWARE, AND YOU MUST UNINSTALL THE SOFTWARE FROM ANY DEVICE OWNED OR CONTROLLED BY YOU.
- Governing Documents. This agreement incorporates by reference: (a) the Terms & Conditions for use of ARIGNI Web sites at http://www.transplantmadeeasy.com// ; (b) the ARIGNI Privacy Policy at http://wwwtransplantmadeeasy.//. (the “ARIGNI Privacy Policy”); (c) any agreement between you or your organization and ARIGNI concerning content accessed using the Software (e.g., ARIGNI Online Products Agreement, and (d) any usage guidelines posted by ARIGNI (collectively, the “Governing Documents”). By using the Software, you agree to be bound by the Governing Documents.
- License. Subject to your compliance in all material respects with the terms and conditions of this Agreement, ARIGNI grants you a restricted, non-exclusive, non-transferable, revocable license to install and use the Software on an Android personal mobile device that you own and control, in machine executable object code form only and solely for personal, non-commercial purposes.
- Restrictions. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display or otherwise grant rights to the Software, or any copy thereof, in whole or in part, except as expressly permitted under this Agreement. You may not reverse engineer, disassemble, decompile or translate the Software, or otherwise attempt to derive the source code, structural framework or the data records of the Software, or authorize any third party to do any of the foregoing. You may not loan, resell or distribute the Software, or any part thereof, in any way.
- Content. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Software, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not ARIGNI, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Software (“Your Content”), and other users of the Software, and not ARIGNI, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Software (“User Content”). You acknowledge that ARIGNI has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although ARIGNI reserves the right in its sole discretion to pre-screen, refuse or remove any Content that is accessible through the Software. ARIGNI does not claim ownership of Your Content. However, you grant ARIGNI a perpetual, worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display Your Content in connection with your use of the Software.
- User Conduct. You shall not: (a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) impersonate any person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content; (c) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (d) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (e) interfere with or disrupt the functioning of the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software; (f) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; or (g) reproduce, duplicate, copy, sell, trade, lend, share, resell or exploit for any commercial purpose any portion of the Software (including, but not limited to, your user account).
- Ownership. ARIGNI or its licensors and suppliers own all rights, title, and interest in the Software (including, but not limited to, all copyrights, patents, patent applications, trade secrets, trademarks, source code, text, and any images, photographs, icons, graphics, animations, video, audio, music, and all other materials incorporated within the Software), and the Software is protected by U.S. and international copyright and other intellectual property laws and treaties. The Software is licensed, not sold, to you for use only under the terms and conditions of this Agreement. ARIGNI reserves all rights not expressly granted to you.
- Payments. Use of or access to certain features and Content through the Software may require payment. By using or accessing such features or Content, you agree to pay the price indicated and any applicable sales, use, value-added, and other taxes. You are solely responsible for paying all charges incurred using the Software on your device.
- Suggestions. If you elect to provide or make available to ARIGNI any suggestions, comments, ideas, improvements or other feedback concerning the Software (collectively, “Suggestions”), ARIGNI shall be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestion in any manner, without credit or compensation to you.
- Personal Information. You acknowledge and agree that by using the Software, ARIGNI may receive certain personal information about you, and ARIGNI may collect, use, and disclose such information in accordance with the ARIGNI Privacy Policy.
- NO WARRANTY. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” ARIGNI AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE SOFTWARE AND ITS CONTENTS OR THAT YOUR USE OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK.
- LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER ARIGNI NOR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES ATTRIBUTABLE TO OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ARIGNI, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL ARIGNI’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO ARIGNI FOR USE OF THE SOFTWARE OR FIFTY U.S. DOLLARS, WHICHEVER IS GREATER.
- Indemnification. You agree to indemnify and hold ARIGNI and its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any rights of another party.
- Termination. This Agreement is effective until terminated by you or ARIGNI. Your rights under this Agreement shall terminate automatically without notice from ARIGNI if you violate any of the terms of this Agreement. Upon termination of this Agreement, all rights granted to you under this Agreement shall immediately terminate, but all other provisions shall survive termination.
- Links. The Software or third parties may provide links to other websites or resources. Because ARIGNI has no control over such sites and resources, you acknowledge and agree that ARIGNI is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such sites or resources.
- Changes to Software. ARIGNI reserves the right to modify or discontinue, temporarily or permanently, the Software or any product or service to which it connects, with or without notice and without liability to you.
- Copyright Infringement Notice. If you believe that your work has been made available through the Software in a way that constitutes copyright infringement, please provide ARIGNI’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Software; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. ARIGNI’s Agent for Notice of Copyright Claims can be reached as follows: Agent for Notice of Copyright Claims
Attn://NAME,Privacy Officer, ARIGNI Healthcare Solutions, 4134 Bering Way,Irving 75063. Email: Privacy@arignihealth.com - Legal Compliance. You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List.
- General. (a) This Agreement is made and entered into within and shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws. The exclusive venue for any dispute related to this Agreement shall be a court of competent jurisdiction in Tarrant County, Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.. (b) If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability. Such provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of this Agreement. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign any of your rights or obligations under this agreement to another party without the express written consent of ARIGNI. (d) The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. (e) This Agreement constitutes the complete and exclusive statement of the agreement between ARIGNI and you with respect to the subject matter hereof and supersedes any proposal or prior or contemporaneous agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.
- HIPPA Compliance: In providing the services set forth in the End-User License and Services Agreement (the “Services”), we may create, receive, maintain, or transmit health plan information that is regulated as protected health information (“PHI”), including electronic protected health information (“EPHI”), under the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). When working with your PHI, we will protect the information consistent with our obligations as a “business associate” under HIPAA. You are solely responsible for complying with HIPAA requirements with respect to PHI in your possession, including PHI that you process with software that we provide to you. If we grant you access to our systems, you are responsible (1) for safeguarding user IDs, passwords or any other credentials used to access our systems, and (2) for complying with our security practices when accessing our systems. You will immediately notify us if you believe you have suffered a security breach. (b) You will notify us of any limitation(s) in your Notice of Privacy Practices in accordance with 45 C.F.R. § 164.520, to the extent such limitations affect our use or disclosure of PHI. 13208802-3 4 (c) You will notify us of any changes in, or revocation of, permission by an Individual to use or disclose PHI, if and to the extent such changes affect our use and disclosure of PHI. (d) You will obtain our permission before agreeing to or implementing any limits or restrictions on use or disclosure of PHI that would affect our ability to provide the Services. We are not required to agree to any restrictions that would result in additional costs or burdens for us. (e) You will not ask us to use or disclose PHI in any way prohibited under HIPAA. You also warrant that you have the right under applicable law to share PHI with us so that we may provide our services. Any violation of your obligations is subject to the indemnification obligations set forth in the End-User License and Services Agreement.
