These Terms of Use set forth the terms and conditions that apply to your use of this website (the “API Healthcare Website”).  API Healthcare Corporation (“API Healthcare”) provides this API Healthcare Website to you, your employees, agents, and any other entity on whose behalf you accept these Terms of Use (collectively, “You” or “you”).  These Terms of Use are entered into by and between you and API Healthcare, and you hereby accept these Terms of Use by using the API Healthcare Website.  These Terms of Use apply to all Internet web pages of the API Healthcare Website.

YOU MUST READ THESE TERMS OF USE CAREFULLY.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT USE THE API HEALTHCARE WEBSITE.

COPYRIGHT AND TRADEMARK NOTICES
All materials contained on the API Healthcare Website are © API Healthcare Corporation.  All rights reserved.

The trademarks, logos, designs, and service marks (collectively, the "Trademarks") displayed on the API Healthcare Website, are registered and unregistered Trademarks of API Healthcare and other third parties.  Nothing contained on the API Healthcare Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use, copy, publish, transmit, or modify any Trademark displayed on the API Healthcare Website without the prior written authorization of API Healthcare, or the third party owner of such Trademark.  Your misuse of any Trademark, or any content on the API Healthcare Website, except as provided in these Terms of Use, is strictly prohibited.  You are also advised that API Healthcare will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

LINKS TO THIRD PARTY WEB SITES
API Healthcare may provide hyperlinks to third party Internet websites or resources on the API Healthcare Website.  API Healthcare does not control the third party websites or resources and you acknowledge and agree that API Healthcare is not responsible for the availability of such third party websites or resources, and is not responsible or liable for any content, advertisement, products, or other materials on or available from such websites or resources.  API Healthcare will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, advertisement, goods, or services available on or through any such third party website or resource.  API Healthcare is providing these hyperlinks to you only as a convenience, and the inclusion of any hyperlink does not imply endorsement by API Healthcare of any third party website or resource or any association with its operators.  API Healthcare encourages you to review the terms of use and privacy practices of such websites or resources.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the API Healthcare Website, you warrant to API Healthcare that you will not use the API Healthcare Website for any purpose that is unlawful or prohibited by these Terms of Use.  You warrant that you will not use the API Healthcare Website to: (a) transmit spam, bulk or unsolicited communications; (b) misrepresent your affiliation with any person or entity; (c) damage, disable, overburden, or impair the API Healthcare Website; (d) collect data or information about other users of the API Healthcare Website unless specifically authorized in writing by such users; (e) interfere with any other party’s use and enjoyment of the API Healthcare Website; or (f) obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the API Healthcare Website.

USE OF COMMUNICATION SERVICES
The API Healthcare Website may contain chat areas, message board forums, client user group forums, or other message or communication services designed to enable you to communicate with a group (collectively, referred to as “Communication Services”).  You agree to use such Communication Services only to post, send, and receive messages and material that are appropriate and related to API Healthcare products and services.  Prohibited use includes, but is not limited to: (a) publishing, posting, disseminating, or distributing any inappropriate, profane, vulgar, defamatory, infringing, obscene, pornographic, lewd, sexually explicit, indecent or unlawful topic, name, material or information; (b) defaming, harassing, threatening, or otherwise violating the legal rights of others; (c) advertising, marketing, licensing, or selling goods or services; (d) collecting information about other users, including e-mail addresses, without their prior written consent; or (f) violating any applicable laws or regulations.

Your use of such Communication Services may be edited, censored, or controlled by API Healthcare, however API Healthcare is under no obligation to monitor such.  API Healthcare reserves the right to delete any message from any Communication Services at any time, without notice, and for any reason whatsoever.  API Healthcare reserves the right to terminate your access to any and all Communications Services at any time, without notice, and for any reason whatsoever.  API Healthcare reserves complete and sole discretion with respect to the operation of the API Healthcare Website.

API Healthcare may or may not routinely monitor content, but API Healthcare reserves the right to monitor, restrict access to, edit or remove any content that is available via the API Healthcare Website.  Unless otherwise stated herein, API Healthcare does not claim ownership of the content you place in the Communication Services or anywhere on the API Healthcare Website and API Healthcare shall have no obligation of any kind with respect to such content.  Unless otherwise stated herein, any content you provide in connection with the API Healthcare Website shall be deemed to be provided on a non-confidential and non-proprietary basis.

API Healthcare reserves the right to monitor your use of the API Healthcare Website, and in accordance with API Healthcare’s Privacy Statement, may freely use and disclose any information and materials received from you or collected through your use of the API Healthcare Website for any lawful reason or purpose.

SUBMITTED DESIGN CONSIDERATIONS
The API Healthcare Website allows clients to submit design considerations, functionality considerations, enhancement requests, ideas, concepts, comments, input, feed back, and the like (collectively, referred to as “Submitted Considerations”) for API Healthcare products and services, such as changes in data entry, enhancements, calculations, value modification, text modification, changes in functionality, error messages, search methodology, reports, and the like, through the Client Login - Client Information Center, Enhancement Request page.

By using the API Healthcare Website, you agree that: (a) your Submitted Considerations are non-confidential and non-proprietary; (b) your Submitted Considerations will automatically become the property of API Healthcare and you assign all rights in all such Submitted Considerations to API Healthcare without any expectation of compensation; (c) API Healthcare has no obligation of any kind with respect to such Submitted Considerations; and (d) API Healthcare can use, copy, develop, distribute, and disclose the Submitted Considerations for any purpose and in any way, without any payment to you, including developing, manufacturing, marketing, and selling products incorporating such Submitted Considerations.

UNSOLICITED IDEA SUBMISSION POLICY
Except as set forth in the Submitted Design Considerations section above, API Healthcare and its employees, agents, and representatives, do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans, or new product names.  Please do not send any original creative artwork, samples, demos, or other works to API Healthcare.  The sole purpose of this policy is to avoid potential misunderstandings or disputes when API Healthcare’s products or marketing strategies seem similar to ideas submitted to API Healthcare.  Please do not send your unsolicited ideas to API Healthcare or anyone at API Healthcare.  If, despite our request to not send us your ideas and work, you still send them, please understand that API Healthcare makes no assurances that your ideas and/or work will be treated as confidential or proprietary, and the above terms will apply to your submission regardless of what your transmission states.

ACCOUNT AND PASSWORD
You are entirely responsible for maintaining the confidentiality of any account or password issued to you relating to the API Healthcare Website.  Furthermore, you are entirely responsible for any and all activities that occur under your account.  You agree to notify API Healthcare immediately of any unauthorized use of your account.  API Healthcare will not be liable for any loss that you may incur as a result of someone else using your account or password, either with or without your knowledge.  However, you may be liable for losses incurred by API Healthcare or another party due to someone else using your account and/or password.  You may not use any other user’s account at any time.

INDEMNIFICATION
You agree to indemnify, defend, and hold harmless API Healthcare, its officers, directors, agents, employees, and representatives from and against any claim or demand, including losses, expenses, damages, costs, and attorneys’ fees, due to or arising out of any content you place on the API Healthcare Website, your use of or connection to the API Healthcare Website, your violation of these Terms of Use, or your violation of any rights of another.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR USE OF THE API HEALTHCARE WEBSITE IS AT YOUR OWN RISK.  THE API HEALTHCARE WEBSITE, INCLUDING THE INFORMATION, GRAPHICS, SERVICES AND CONTENT, IS PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  API HEALTHCARE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  API HEALTHCARE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE API HEALTHCARE WEBSITE.

API HEALTHCARE MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE API HEALTHCARE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE API HEALTHCARE WEBSITE WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE API HEALTHCARE WEBSITE WILL BE CORRECTED OR FIXED; OR (D) THE QUALITY OF ANY INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE API HEALTHCARE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

YOU ASSUME ALL RISK FROM ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING FROM USING THE API HEALTHCARE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, API HEALTHCARE, ITS’ OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, WEBSITE OWNER AND PUBLISHER, IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONIC SUBMISSIONS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE API HEALTHCARE WEBSITE, EVEN IF API HEALTHCARE HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO: (A) THE USE OF OR INABILITY TO USE THE API HEALTHCARE WEBSITE; (B) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE API HEALTHCARE WEBSITE, INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (C) CONTENT OR INFORMATION YOU MAY OBTAIN, USE, MODIFY, OR DISTRIBUTE.

RESTRICTION AND TERMINATION OF ACCESS
API Healthcare reserves the right, in its sole discretion, to change, suspend or discontinue any aspect of the API Healthcare Website at any time without notice or liability, including the availability of any API Healthcare Website feature, database, or content.  API Healthcare also reserves the right, in its sole discretion, to restrict and/or terminate your access to parts or all of the API Healthcare Website without notice or liability.

CHANGES TO THESE TERMS OF USE
API Healthcare reserves the right, in its sole discretion, to change, modify, add or remove these Terms of Use, in whole or in part, at any time, with or without notice, by posting new Terms of Use at this location.  You are responsible for regularly reviewing these Terms of Use.

CONTACT INFORMATION
You can send e-mail to API Healthcare with any questions relating to these Terms of Use at webmaster@apihealthcare.com.

GENERAL
Governing Law & Venue.  Wisconsin law solely and exclusively governs any action related to these Terms of Use and your use of the API Healthcare Website.  Choice of law rules of any other state or federal jurisdiction will not apply to any dispute under these Terms of Use.  Your use of the API Healthcare Website hereby acknowledges your consent to the personal and exclusive jurisdiction and venue of the courts located in the State of Wisconsin, United States of America, in all disputes arising out of or relating to the use of the API Healthcare Website.

Captions.  The captions of the paragraphs in these Terms of Use are included only for your convenience and shall not affect the meaning, construction, or effect hereof.

Survival.  Rights and obligations under these Terms of Use which by their nature should survive will remain in full force and effect after termination or expiration of these Terms of Use.

Waiver.  Any express waiver or failure to exercise promptly any right under these Terms of Use will not create a continuing waiver or any expectation of non-enforcement.

Severability.  If any provision, clause or part, or the application of a provision, clause or part of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision, clause or part, may be reduced in scope by the court to the extent it deems necessary to render it reasonable and enforceable.  The remainder of these Terms and Use shall not be affected.

Relationship.  You and API Healthcare are separate and independent entities and no provision contained in these Terms of Use is intended to create any relationship between you and API Healthcare other than that of independent entities.  You and API Healthcare shall not be construed as an agent, employer, employee, partner, or representative of one another.

Entire Agreement.  These Terms of Use shall constitute all Terms of Use between you and API Healthcare relating to the API Healthcare Website, and no changes or modifications herein shall be effective unless in writing and signed by API Healthcare.  These Terms of Use supersede all prior or contemporaneous versions of the Terms of Use.