Agreement

Thank you for using Applied Autonomics LLC web design, consulting, wireless messaging, and Internet services (collectively referred to as “Services”). This License Agreement (“Agreement”) is a legal document that binds you to certain obligations and responsibilities as a customer or user (“you”) and your clients or patients (“your clients”, “client”). You should read this Agreement carefully before accepting its terms. By using the services and/or clicking the “AGREE” link, you are stating that you are 18 years or older, that you have read and understand this Agreement, and that you agree to be bound by the terms in effect as updated by us (Applied Autonomics LLC and its Licensors, hereinafter: “us”, “we”, or “our”) from time to time. If you do not understand or agree with the terms of this Agreement, please discontinue use of the Services.

Applied Autonomics LLC shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and as the term “business associate” at 45 CFR 160.103 and TEX. HEALTH & SAFETY CODE § 181.001. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164, and TEX. HEALTH & SAFETY CODE § 181.001.

License to Services:

We grant you a limited, non-transferable, non-exclusive, revocable right and license for the term of this Agreement to obtain access to the Services for internal business purposes in consideration of your obligations under this Agreement.

Availability of Services:

We will use commercially reasonable efforts to provide access to the Services twenty-four (24) hours a day, seven (7) days a week throughout the term of, and in accordance to, this Agreement. You agree that from time to time the Services may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades, service malfunctions, and causes beyond our control or which are not foreseeable by us, including the interruption or failure caused by telecommunication or other technology provider, hostile network attacks or network congestion, weather conditions, natural disasters or other acts of God, action of any governmental or military authority, or other failures.

Services Subject to Change:

You acknowledge that the Services may change from time to time. No modification of benefits or Services shall release you from your obligation to pay for the Services or otherwise affect your obligations under this Agreement.

Operation and Security:

We will use commercially reasonable efforts to operate and maintain our web sites and systems and to ensure the security, confidentiality and integrity of all text, data, video and other information provided by you, your clients, or otherwise related to your organization (“User Content”) transmitted through or stored on our system. You will bear full risk of loss or damage to all User Content, or due to copyright infringement. The Services and our systems are not an archive for any User Content.

Warranty Limitations:

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE SERVICES. HOWEVER, WE PROVIDE NO WARRANTIES WHATSOEVER AND WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY OR OTHERWISE. YOU ASSUME SOLE RESPONSIBILITY FOR YOUR USE OF THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS. WE DO NOT AND CANNOT CONTROL THE FLOW OF INFORMATION TO OR FROM OUR SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICE PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR AND/OR OUR CONNECTIONS TO THE INTERNET.

Liability Limitation:

IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU, YOUR CLIENTS, OR ANY OTHER THIRD PARTY ARISING FROM OUR OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATE STATUTES MAY APPLY RESTRICTIONS REGARDING LIMITATIONS OF LIABILITY. OUR SOLE AND MAXIMUM LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES WITHIN THE THREE (3) MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH WE ARE LIABLE TO YOU FOR SUCH CLAIM.

Reliance on Limitations:

YOU AND WE ACKNOWLEDGE THAT WE HAVE SET OUR PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT AND THAT THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF PORTIONS OF THIS AGREEMENT ARE FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

Fees and Payment Terms:

You agree that Applied Autonomics LLC Services are paid for in advance. You agree to maintain the minimum balance for your account should one be required. You agree that your account will be drawn upon as Services are rendered, at the rates in effect at time of rendering. All fees charged by us for Services are exclusive of taxes and similar fees.

Proprietary Rights:

Exclusive of User Content, we will retain all right, title and interest (including copyright and other proprietary or intellectual property rights) relating to the Services and all legally protectable elements or derivative works thereto. We will not obtain any right, title or interest in the User Content. We may place copyright and/or proprietary notices, including hypertext links, within our web site, system and software applications. You may not alter or remove such notices without our written permission. You will not, directly or indirectly, reverse engineer, decompile, modify, sublicense or otherwise attempt to derive source code, trade secrets or other intellectual property from us.

Acceptable Use Restrictions:

You are solely responsible for all acts, omissions and use under and charges incurred with your account or password. You are also solely responsible for any User Content displayed, linked, posted, transmitted through or stored on our system or any third-party web site or system. You agree not to engage in unacceptable use of the Services, which includes, without limitation:

  1. to disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email;
  2. to disseminate or transmit any material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, offensive, vulgar, threatening or malicious;
  3. to disseminate or transmit files, data or other material, information or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;
  4. to create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication or do any act in violation of applicable laws and regulations;
  5. to export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;
  6. to interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization;
  7. to disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program;
  8. to conduct, if applicable, any bank card or other financial transactions except as specifically authorized in each case by your clients;
  9. to engage in any conduct that is not in compliance, if applicable, with the privacy requirements of the Health Insurance Portability and Accountability Act (HIPAA); or
  10. to engage in any other activity deemed by us to be in conflict with the spirit or intent of this Agreement or any policy of ours.

If you are a HIPAA Covered Entity, you agree to include a description of all intended uses of your client’s information in the HIPAA Notice of Privacy you give to your clients.

Additionally, you agree to promptly respond if your client indicates they no longer wish to receive messages of any given type via the Services by disabling in the Services the associated message type(s) or device(s) for the client making the request. You will indemnify us for any and all claims, damages, liabilities, costs and expenses, including attorneys’ fees and court costs, related to any breach of this Agreement by you.

Protected Information and Actions as Agent:

You acknowledge that to meet or exceed protected information laws and regulations, Applied Autonomics LLC uses advanced cryptographic techniques in the transmission, storage, and backup of client data. This includes secure data destruction, asymmetric encryption, one time key encryption, and other advanced cryptographic techniques that may make it technically impossible for Applied Autonomics LLC to recover or disclose client information or other data.

You further acknowledge that User Content may include protected and confidential client information that is transmitted through or stored on our system. Applicable federal and state laws, as well as ethical and licensure requirements of your profession, may impose obligations with respect to your client confidentiality that may limit your ability to use the Services or to transmit certain information to third parties. You represent and warrant that, at all times during and after the term of this Agreement, you will comply with all laws, rules and regulations directly or indirectly applicable to you or your organization that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of your client’s information. Moreover, you will use your best efforts to cause all persons or entities under your direct or indirect direction or control to comply with such laws, rules and regulations.

You are, at all times during and after the term of this Agreement, solely responsible for obtaining and maintaining or verifying that you and your organization have obtained and are maintaining all client consents and all other legally necessary consents, authorizations, software licenses or other permissions required or advisable to process, access, retrieve, transmit, monitor, post, store, disclose and view any client information that is transmitted and stored on our system or any third-party web site or system. You agree that we, acting on your behalf as your agent, have the right to process, access, retrieve, transmit, monitor, store, disclose and view client information solely in connection with our providing the Services pursuant to this Agreement. We reserve the right to use and disclose to third parties information obtained while providing Services for purposes of complying with all applicable laws, rules and regulations. You will indemnify us for any and all claims, damages, liabilities, costs and expenses, including attorneys’ fees and court costs, related to any Services we provide or action we may take on your behalf as your agent to process, access, retrieve, transmit, monitor, post, store, disclose and view any client information or other User Content pursuant to this Agreement.

HIPAA Business Associate Provisions:

Applied Autonomics LLC complies with all applicable provisions of current HIPAA (Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, including HIPAA Security Regulations promulgated by the United States Department of Health and Human Services) Privacy and Security Rules, HITECH (The Health Information Technology for Economic and Clinical Health Act, Title XIII of the American Recovery and Reinvestment Act of 2009 (Public Law 111-5), Subtitle D and promulgated regulations), and related Texas Statutes (including Texas Health & Safety Code Section 181, Texas Business & Commerce Code Section 521). This includes acquisition, storage, transfer and retention of personal health information, in electronic and paper formats.

Applied Autonomics LLC agrees:

  1. not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;
  2. use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by this Agreement;
  3. report to covered entity any use or disclosure of protected health information not provided for by this Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware;
  4. in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the Applied Autonomics LLC agree to the same restrictions, conditions, and requirements that apply to the Applied Autonomics LLC with respect to such information;
  5. make available protected health information in a designated record set to the covered entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.524;
  6. make any amendment(s) to protected health information in a designated record set as directed or agreed to by the covered entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy covered entity’s obligations under 45 CFR 164.526;
  7. maintain and make available the information required to provide an accounting of disclosures to the covered entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.528;
  8. to the extent the Applied Autonomics LLC is to carry out one or more of covered entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s); and
  9. make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
  10. to only use or disclose protected health information as necessary to perform the services set forth in this agreement;
  11. that it may use or disclose protected health information as required by law;
  12. agrees to make uses and disclosures and requests for protected health information consistent with covered entity’s minimum necessary policies and procedures;
  13. not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by covered entity except for its own management and administration and legal responsibilities or for data aggregation services as set forth in this agreement;

Project Services:

Applied Autonomics LLC provides Project Services in web, cloud, mobile, social and big data using collaberative technologies.

Should you use Project Services, you agree:

  1. to designate a Project Manager that has responsibility of planning, execution and closing Project Services on your behalf
  2. to provide credentials, approvals, materials, authorizations, and other information that are needed for project tasks
  3. that delay in Project Manager (or other) tasks can result in delay of the project delivery date
  4. that acceptance of project task by your Project Manager represents completion of that task
  5. that further changes to accepted tasks, or work not explicitly defined in project tasks, will require additional time and/or materials.

Termination:

We may terminate this Agreement at any time if you breach a material term or condition of this Agreement. Notwithstanding the forgoing, we may terminate this Agreement for any reason provided we notify you in writing at least fifteen (15) days prior to the end of the current term. You may terminate this Agreement if notify us in writing at least thirty (30) days prior to the end of the term of your intention to terminate. You may also terminate this Agreement at any time if we breach a material term or condition of this Agreement and we fail to cure such breach within thirty (30) days following written notice thereof to us by you. Either party may terminate this Agreement if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors.

Effect of Termination:

Upon the effective date of termination of this Agreement, we will cease providing access to the Services, you will cease using the Services, and all your outstanding payment obligations through the effective date of termination will immediately become due. All data stored on the system on your behalf will be permanently removed.

Upon termination of this Agreement for any reason, Applied Autonomics LLC, with respect to protected health information received from covered entity, or created, maintained, or received by Applied Autonomics LLC on behalf of covered entity, shall:

  1. retain only that protected health information which is necessary for Applied Autonomics LLC to continue its proper management and administration or to carry out its legal responsibilities;
  2. destroy the remaining protected health information that the Applied Autonomics LLC still maintains in any form;
  3. continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as Applied Autonomics LLC retains the protected health information;
  4. not use or disclose the protected health information retained by Applied Autonomics LLC other than for the purposes for which such protected health information was retained and subject to the same conditions set out in this agreement which applied prior to termination; and
  5. destroy the protected health information retained by Applied Autonomics LLC when it is no longer needed by Applied Autonomics LLC for its proper management and administration or to carry out its legal responsibilities.

Dispute Resolution and Binding Arbitration:

If a dispute arises out of or relates to this agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation in Austin, Texas administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules in Austin, Texas, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

YOU UNDERSTAND AND ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. INSTEAD, YOU UNDERSTAND AND AGREE THAT ALL DISPUTES WILL BE RESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE AWARD (DECISION) WILL BE BINDING AND FINAL, EXCEPT FOR A LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT.

General:

You may not assign any of your rights, duties or obligations under this Agreement to any person or entity, in whole or in part, unless in the context of a professional practice transfer such as a sale or merger, and any attempt to do so shall be deemed void and/or a material breach of this Agreement (in which case this Agreement shall continue in full force and be binding on the transferee, and unless agreed to by us in writing).

No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder, shall constitute a waiver of such right or remedy or any other right or remedy, or future exercise thereof.

If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain in effect.

This Agreement shall be governed in all respects by the laws of the State of Texas except for its conflict of laws provisions. The parties expressly agree that all litigation relating to the enforcement and/or interpretation of this Agreement shall be conducted in before a court in Austin, Texas.

You represent and warrant that the individual electronically agreeing to the terms of this Agreement is authorized and empowered to agree to this Agreement on your behalf. You further agree that clicking the “AGREE” option constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act and that this Agreement is completely valid, has legal effect, is enforceable and is binding on and non-refutable by you.

This Agreement constitutes the complete and exclusive statement of the agreement and mutual understanding between the parties with respect to the subject matter hereof, superseding all prior proposal, communications and understandings, oral or written.

Our contact address is:
Applied Autonomics LLC
3909 John Simpson Trl
Austin, TX 78732