11. Terms of Use
These Terms of Use (“ Terms”) apply to your use of the Site and Services provided by Apexus. By accessing or using our services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration and class action waiver in Section 11(F), do not access or use our Services. We may make changes to our policies, content and all other aspects of the operation of the Site at any time without notice to you. We will post any changes to the Site from time to time, and therefore you should periodically review the Terms when accessing the Services.
A. Disclaimers
These web pages contain confidential and/or proprietary information and are provided “as is” and “as available.” APEXUS MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF THE VALIDITY OF SERVICES OR ITS APPROPRIATENESS FOR USE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. BY ACCESSING THE SERVICES, YOU ASSUME THE ENTIRE RISK. APEXUS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE USE OF THESE DOCUMENTS OR THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY INFORMATION IN THEM. WHILE APEXUS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Apexus neither warrants nor represents that your use of content on this Site will not infringe rights of third parties not affiliated with Apexus.
B. Information Not Legal Advice
This Site makes use of licensed stock photography that is intended for illustrative purposes only. The professional services depicted are not necessarily services provided by Apexus. The information contained in these web pages and in material referenced by these web pages, is intended for informational and educational purposes only, and does not constitute legal, financial, accounting, medical or other professional advice.
C. Limitation of Liability
The information herein should not be considered a substitute for your independent professional judgment or expert advice from a competent professional. Under no circumstances shall Apexus, its affiliates, or any copyright holder, be liable for any actual, incidental, indirect, special, punitive, or consequential damages arising from or related to this Site or the Services, even if Apexus, or its affiliates, have been advised of the possibility of such damages.
The Site and its content will be transmitted over a medium that may be beyond the control and jurisdiction of Apexus. Accordingly, Apexus assumes no liability for or relating to the delay, failure, interruption, or corruption of any information transmitted in connection with your use of the Site.
D. Limited License
All content on the Site (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof, collectively “ Apexus Content”), is the exclusive property of and owned by Apexus, its licensors or its content providers and is protected by copyright, trademark and other applicable laws. As a visitor to the Site, you are our guest. Apexus and its third-party content contributors grant you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access the Apexus Content. You may copy, download and print the Apexus Content solely for your personal, non-commercial benefit, provided that you shall not modify or delete any copyright, trademark or other proprietary notice that appears on the Apexus Content. However, such license is subject to these Terms and does not include any right to modify, distribute, transmit, perform, broadcast, publish, upload, license, reverse engineer, transfer or sell the Apexus Content. Any use of our Apexus Content, other than as authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. You agree to abide by all additional restrictions displayed on the Site as it may be updated from time to time.
Except as explicitly stated in these Terms, Apexus and our licensors reserve all rights, title, and interest in and to our Services and the Apexus Content. Apexus reserves the right to prohibit any person from using the Site for any reason, at its sole discretion.
E. Prohibited Uses
We reserve the right to deny access to you at any time if you engage in prohibited activity, such as posting copyright-protected content without approval from the author, unauthorized copying or use of information or functionality on the Site, attempting to obtain unauthorized access to restricted areas of the Site, using slanderous, profane or inappropriate language in communications involving or in the Website, or infecting the Website with computer viruses or other destructive functionality.
You may not use contact information provided on the Site for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of the site or to surreptitiously intercept any system, data or personal information from the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. Apexus reserves the right, in its sole discretion, to limit or terminate Your access to or use of the site at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which Apexus may be entitled at law or in equity. Any content found to be in violation of these Terms will be removed.
F. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims, including all privacy related claims, with Apexus and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(i) No Representative Actions. To the fullest extent permitted by applicable law, you and Apexus agree that any dispute arising out of related these Terms, including claims related to privacy and data security, is personal to you and Apexus and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(ii) Arbitration Disputes. Except for small claims disputes in which you or Apexus seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Apexus seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Apexus waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Apexus you agree to first contact Apexus and attempt to resolve the claim informally by sending a written notice of your claim (“ Notice”) to Apexus by email at legalprivacynotice@340bpvp.com or by certified mail addressed to 290 E. John Carpenter Fwy, Irving, TX 75062. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Apexus cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Dallas Texas unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 11(F), a “consumer” means a person using the Services for personal, family or household purposes. You and Apexus agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“ JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
(iii) You and Apexus agree that these Terms affect interstate commerce and that the enforceability of this Section 11(F) will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “ FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
(iv) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Apexus, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(v) You and Apexus agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Apexus will pay the remaining JAMS fees and costs. For any arbitration initiated by Apexus, Apexus will pay all JAMS fees and costs. You and Apexus agree that the state or federal courts of the State of Texas and the United States sitting in Dallas, Texas have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
(vi) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Apexus will not have the right to assert the claim.
(vii) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 11(F) by contacting us at DataGovernance@Vizientinc.com . In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 11(F).
(viii) If any portion of this Section 11(F) is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 11(F) or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 11(F); and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 11(F) is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 11(F) will be enforceable.
G. Guidelines for Linking
If you wish to link to Apexus's Website, you must request permission to do so in writing, either by contacting us at apexusanswers@340bpvp.com or by U.S. mail at Apexus, Inc., 290 E. John Carpenter Freeway, Irving, Texas 75062, listing the URL of your site. Anyone linking to Apexus's Website must comply with these guidelines for linking to Apexus's Site and all applicable laws. A site that links to Apexus's Site:
H. Client Contributed Content
Within the client-only area of 340bpvp.com are many documents and discussions contributed by individuals within our client organizations. This content is for information sharing purposes only and should not be construed as clinically proven, endorsed, or recommended by Apexus or contributors. Posting of copyrighted materials, in whole or in part, is EXPRESSLY PROHIBITED without the prior written permission of the copyright holder, and may subject the user and their employer to legal liability for copyright infringement, and a denial of further access to this Site. Users may post hypertext links to, or URLs for, copyrighted materials already on the Internet unless prohibited by the copyright holder or applicable law. Users may also refer to copyrighted materials by title and/or author or publisher, but may not actually post the materials without prior written permission of the copyright holder. Site visitors agree to not disclose information in this Site to any third party, other than Apexus, LLC, its regional offices, subsidiaries and health care clients. Site visitors agree to not submit information to this Site that is covered by the Health insurance Portability and Accountability Act of 1996 as amended (“HIPAA”), such as patient identifiable information (i.e. “Protected Health Information”).
The appearance of any information or materials on this Site does not constitute an endorsement or recommendation by Apexus or its affiliates. This Site contains copyrighted materials and proprietary materials owned by either Apexus or third parties who have given their permission to post their materials to this Site. These materials are protected by the United States copyright laws and international treaty provisions, and may be downloaded and/or printed for personal use only. Any posting of information, or any other use of information or materials on this Site, including, but not limited to, reproducing, copying, transmitting, or distributing, in whole or in part, is EXPRESSLY PROHIBITED without the prior written consent of the copyright holder. Information, comments, discussions, and materials on this Site may be discoverable in response to a valid request by a court of competent jurisdiction or governmental agency.
