Terms of Use

LAST UPDATED: 11/22/2019

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE. This is a legally binding agreement between you, the Credential Holder (“you” and “your”), and Axuall Inc., and its subsidiaries and affiliates (“Axuall,” “we,” “us” and “our”) about your access to and use of any content, functionality, and services provided or offered on or through Axuall.com and any of our related websites, applications, services, and mobile applications as now existing or later developed (co

 

llectively, the “Site”). Your use of the Site means that you have read, understand, and agree to these Axuall Terms of Use for Credential Holders (“Terms of Use”). IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU MUST NOT USE OR MUST STOP USING THE SITE IMMEDIATELY.

 

These Terms of Use cover the following:

 

  1. Axuall Services

  2. Conditions on your use of the Site

  3. Prohibited uses of the Site

  4. Privacy policy and security

  5. Third party content

  6. Indemnification

  7. Disclaimer of Warranty, Limitation of Liability, and Class Action Waiver

  8. Limitation of Time to File Claims

  9.  Intellectual Property Rights

  10. User Communications

  11. Term and Termination

  12. Changes to the Terms of Use

  13. Governing Law and Jurisdiction

  14. Miscellaneous Terms

  15. Contact Information

AXUALL SERVICES

 

The Site is intended to be used by adults (18 years of age or older) to request and submit credentialing information from and to third parties, including but not limited to governmental agencies, professional and accreditation bodies, health care organizations and health plans. We collect, store and share your credentialing information in a “digital wallet.” 

To use the Axuall Services you must register for and maintain an active user account in accordance with these Terms of Use. During registration, you must choose a username and password that will be unique to your user account. Account registration also requires you to submit to us certain personal information, such as your name, age and address. You acknowledge and agree that the information you provide and that we collect about (except for your unique username and password) may be used and shared with third parties as provided for in our Privacy Policy.  We have the right to disable any user name or password at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

 

CONDITIONS ON YOUR USE OF THE SITE


As a condition of your use of the Site, you understand and agree to all of the following: 

  • You are an adult who is at least 18 years of age;

  • You have the legal capacity to enter into a binding legal obligation;

  • You will use the Site in accordance with these Terms of Use and in compliance with any applicable local, state, national or international law;

  • All the information you provide to the Site is at all times true, accurate, current and complete;

  • You must treat your username and password or any other piece of information provided as part of our security procedures as confidential and must not disclose it to any other person or entity. You are solely responsible for maintaining the confidentiality of your username and password, and you are solely responsible for all uses of your username and password and for access to your account, whether or not authorized by you; and

  • You will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.

PROHIBITED USES OF THE SITE

 

You may use the Site only for its lawfully intended purpose and as provided in these Terms of Use. You agree not to:

  • Use the Site for any illegal, unethical, abusive, offensive, harassing or unsolicited purpose;

  • Sell, resell, rent or lease the Site, use the Site beyond its intended purposes or reverse engineer the Site or decode, or otherwise attempt to derive or gain access to the software code of the Site or any part thereof;

  • Use the Site to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights);

  • Use the Site in any way that is damaging to the Site or interferes with or disrupts the integrity or performance of the Site;

  • Misrepresent your identity, provide false information, impersonate another person or entity, or misrepresent your relationship with a person or entity or attempt to use another person’s account;

  • Attempt to gain unauthorized access to the Site;

  • Remove or modify any proprietary marking or restrictive legends in the Site;

  • Engage in any data monitoring, data mining, data harvesting, data extraction or any other similar activity in relation to the Site or while using the Site;

  • Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, or to attack the Site via a denial-of-service attack or a distributed denial-of-service attack;

  • Access the Site to build any competitive product or service, or to copy any material on the Site for competitive purposes; or

  • Assist a third party in engaging in any of these prohibited activities.

PRIVACY POLICY AND SECURITY

 

Please read our Privacy Policy to review how information about you is collected, used and shared. By agreeing to these Terms of Use and/or by using the Site, you are also agreeing to the Privacy Policy and consenting to all actions taken by us with respect to your information in compliance with the Privacy Policy. The Privacy Policy (and changes to it) are incorporated by reference into these Terms of Use.

 

THIRD PARTY LINKS

 

The Site may contain content, products or services offered by third parties. Axuall does not endorse any websites that are linked to the Site. Axuall takes no responsibility for any content, products or services offered by a third party, including their accuracy, completeness, quality, or any other aspect thereof, and you agree that we will not be held liable for any damage or loss caused by a third party.  Your access to and use of certain third party content, products or services available to you via the Site may require you to acknowledge your acceptance of additional terms of use associated with such third party content, products or services (“Third Party Terms”), and your failure to do so may restrict you from accessing such third party content, products, or services and/or using certain of the Site's features and functionality. Any violation of such Third Party Terms will also be deemed a violation of these Terms of Use.

INDEMNIFICATION

 

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS AXUALL, ITS MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES AND BUSINESS PARTNERS, FROM ANY AND ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE, THE USE OF THE SITE BY ANOTHER PERSON ACCESSING YOUR ACCOUNT, OR YOUR VIOLATION OF THESE TERMS OF USE. This Section will survive the termination of these Terms of Use.

 

DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND CLASS ACTION WAIVER

 

AXUALL DOES NOT GUARANTEE THAT INFORMATION ON THE SITE WILL BE ACCURATE, COMPLETE, TIMELY, ERROR-FREE, SECURE, OR WITHOUT INTERRUPTIONS. YOU UNDERSTAND AND AGREE THAT THE SITE, ANY SERVICES PROVIDED THROUGH THE SITE, AND ALL THIRD PARTY INFORMATION ON THE SITE ARE PROVIDED “AS IS,” WITH ALL FAULTS. AXUALL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE SITE OR THE MATERIALS CONTAINED ON THE SITE. AXUALL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND AXUALL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. .  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

 

YOU UNDERSTAND AND AGREE THAT AXUALL, ITS MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES AND BUSINESS PARTNERS, WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS), PUNITIVE, OR EXEMPLARY DAMAGES, OR SPECIAL LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE SITE (INCLUDING YOUR USE OF THE SERVICES PROVIDED TO YOU VIA THE SITE AND YOUR USE OF ANY CONTENT, INFORMATION, OR MATERIALS ACCESSED BY YOU THROUGH THE SITE), THE USE OF THE SITE BY ANOTHER PERSON ACCESSING YOUR ACCOUNT, OR YOUR VIOLATION OF THESE TERMS OF USE.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AXUALL, ITS MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES AND BUSINESS PARTNERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $1,000.   THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR AXUALL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

 

AXUALL DISCLAIMS RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE PROPERTIES.

This Section will survive the termination of these Terms of Use.

 

LIMITATION OF TIME TO FILE CLAIMS.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

CLASS ACTION WAIVER: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED IN ACCORDANCE WITH THESE TERMS OF USE AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION LAWSUIT, OR CLASS OR COLLECTIVE ARBITRATION.

 

This Section will survive the termination of these Terms of Use.

 

INTELLECTUAL PROPERTY RIGHTS

 

All of the content on the Site is owned by us or our licensors or other third party service providers and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties (collectively, “Content”). You acknowledge the Site and any underlying technology or software used in connection with the Site contains proprietary information. We give you permission to use Content only for personal, non-commercial purposes and do not transfer any intellectual property rights to you by virtue of your permitted use of the Site. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the Content, or exploit the Site in whole or in part, for any commercial gain or purpose. Except as expressly provided in these Terms of Use, neither Axuall nor its licensors nor other third party service providers grant you any express or implied rights, and all rights in the Site not expressly granted by us to you are retained by Axuall or the appropriate Content owner.

 

Our name, Axuall, and the Axuall logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Axuall or its affiliates or licensors. You must not use such marks without the prior written permission of Axuall. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

 

USER COMMUNICATIONS

 

By providing us with your contact information and using the Site, you acknowledge and agree that Axuall, and other individuals and entities connected to the Site (including Credential Issuers you select), may contact you (whether through the Site or by e-mail, telephone, or text messages (including by an automatic telephone dialing system and/or an artificial or prerecorded voice message system at any of the phone numbers provided by you, including cell phone numbers, or on your behalf in connection with your user account)) for any reason, including (but not limited to) sending you notices, communications, reminders, and information to you about these Terms of Use, the Site, services and for marketing purposes, and in response to any inquiries that you make to Axuall, or submissions that you may send to Axuall or other individuals and entities connected to the Site (including Credential Issuers). Message and data rates charged by your wireless carrier company may apply. We are not responsible for any data transmission fees. You may receive multiple messages per day and you authorize the delivery of detailed messages to the contact information associated with your user account. These communications may not be secure and not encrypted. Unsecured communications pose a risk to the confidentiality and privacy of the information being sent because they are susceptible to possible interception by a third party. You understand that you are not required to provide this consent as a condition of your use of the Site or any related services. You also understand that you may opt out of receiving text messages from Axuall at any time, either by replying to the text message with STOP or by going to support@axuall.com.

 

TERM AND TERMINATION

 

These Terms of Use are effective immediately and will remain in full force and effect while you use the Site. Your request to use the Site (or any portion thereof) is not guaranteed. Axuall may deny you access to the Site (or any portion thereof) without notice for any reason or no reason, including, but not limited to:

  • Any unauthorized access or use of the Site;

  • Any violation of these Terms of Use;

  • Tampering with or alteration of any of the software or data files contained in, or accessed through, the Site;

  • If Axuall determines in its sole discretion that you have used or are using the Site in any fraudulent or illegal purpose, including if you are engaged in suspicious activity or Axuall determines that your continued use of the Site would cause Axuall to violate any applicable law or would place Axuall at material risk of suffering any sanction, penalty or liability; or

  • If your actions or omissions create an immediate threat or may cause material harm to any person or organization.

 

You may terminate your user account for any reason by emailing Axuall at support@axuall.com.

 

CHANGES TO THE TERMS OF USE

 

We may change these Terms of Use at any time and for any reason. Changes to these Terms of Use will be posted on the Site. We may also notify you of major changes by a push notification to the email address you provided to us. Unless otherwise specified by us, all changes will be effective upon being posted. You should look at these Terms of Use on a regular basis. The “Last Updated” date is posted at the top of these Terms of Use. You agree to any changes by using the Site after the changes become effective. If you do not agree to the changes, you must stop using the Site.

 

GOVERNING LAW AND JURISDICTION

 

These Terms of Use will be exclusively governed by, and construed in accordance with, the laws of Ohio (without giving effect to its conflict of laws principles). Disputes will exclusively take place in Ohio and the parties irrevocably waive any objection to such venue.

 

MISCELLANEOUS TERMS

 

These Terms of Use, including any legal notices and disclaimers contained on the Site constitute the entire agreement between Axuall and you in relation to your use of the Site, and supersede all prior agreements and understandings with respect to the Site. You agree that you have not relied on any promises or representations by us except as set forth in these Terms of Use.

 

If any provision of these Terms of Use is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole, and such provisions will be deleted without affecting the remaining provisions.

 

Axuall is permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms of Use without any notification or consent required. You are not permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms of Use.

 

Rights and obligations which by their nature should survive, will remain in full force and effect following termination or expiration of these Terms of Use, including all clauses regarding disclaimers, limitations of liabilities and indemnification.

 

CONTACT INFORMATION

If you have questions about these Terms of Use, please contact us at: support@axuall.com.

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