LAW FIRM WEBSITE PORTAL TERMS AND CONDITIONS

1. AGREEMENT

By clicking “I accept,” You agree to be bound to these Terms of Use (the “Agreement”), constituting a legally binding agreement by and between Access Healthcare Management, LLC (hereinafter, “AHM”) and You (in either case, “You” or “Your”) concerning Your use of AHM’s Web Portal (the “Website”) and the services available through the Website (the “Services”). Please print the Agreement for Your records and future reference. By using the Website and Services, You represent and warrant that You have read and understood, and agree to be bound by, this Agreement and AHM’s Privacy Policy, which is incorporated herein by reference and made part of this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.

2. PRIVACY POLICY

By using this site, You consent to the collection and use of certain information about You, as specified in the Privacy Policy.

3. CHANGES TO AGREEMENT AND PRIVACY POLICY

Internet technology and the applicable laws, rules, and regulations change frequently. Accordingly, AHM reserves the right to change this agreement and its privacy policy at any time upon notice to You, to be given by the posting of a new version or a change notice on the website. It is Your responsibility to review this agreement and the privacy policy periodically. If at any time You find either unacceptable, You must immediately leave the website and cease using the services. Unless AHM obtains Your express consent, any revised Privacy Policy will apply only to information collected by AHM after such time as the revised Privacy Policy takes effect, and not to information collected under any earlier Privacy Policies.

4. ELIGIBILITY

By using the website or services, You represent and warrant that You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.

5. LICENSE

Subject to Your compliance with the terms and conditions of this Agreement, AHM grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services, including the right to display, copy, and download documents made available to You via the Website and Services. The Website, or any portion of the Website, and, as applicable, the Services, may not be reproduced, relicensed, duplicated, copied, modified, sold, resold, transferred, exchanged, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of AHM. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of AHM or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. Your rights under this section will immediately terminate if You breach, actually or potentially in the sole judgment of AHM, any provision of this Agreement.

6. NO RELIANCE ON THIRD-PARTY CONTENT

Opinions, advice, statements, or other information made available by means of the Website and Services by third parties, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. AHM does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information on the website; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice or statement made by a third-party by means of the website and services. Under no circumstances will AHM be responsible for any loss or damage resulting from Your reliance on information or other content posted on the website or transmitted to or by any third-party.

7. ASSUMPTION OF RISK; RELEASE

You knowingly and freely assume all risk when using the Website and Services. You, on behalf of yourself, Your personal representatives, and Your heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify AHM and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the “AHM Parties”) from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to You or to third parties, that may result from Your use of the Website and Services.

8. ACCOUNT INFORMATION; PASSWORD PROTECTION

The principal account holder using the Website and Services (“Primary User”) may be asked by AHM to create an account, username, and password in connection with that use. Upon a written request to AHM that the Primary User desires to grant any employees, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and/or assigns (collectively, “Secondary Users”) access to the Primary User’s account on behalf of the Primary User, AHM may create usernames and passwords for each Secondary User. Primary Users are entirely responsible for maintaining the confidentiality of their own passwords and those of their Secondary Users. Secondary Users are entirely responsible for maintaining the confidentiality of their own passwords as well. You must promptly notify AHM if Your username or password is lost or stolen.

You represent and warrant that all account information You provide in connection with Your use of the Website and Services will be current, complete, and accurate, and that You will update that information as necessary to maintain its completeness and accuracy. Once per calendar month, AHM will provide the Primary User with updated information regarding all users, usernames, and passwords accessing that account through the AHM Website. If any of that information is inaccurate or changed, including without limitation the employment status of any Secondary Users on the Primary User’s account, Primary User represents and warrants that he or she will immediately notify AHM of the changes and provide updated accurate information.

You may not use the username or password of any other individual at any time, including without limitation those of other users on an account to which You have access through an individualized username and password. You agree to notify AHM immediately of any unauthorized use of Your account, username, and/or password, or those of Secondary Users on Your account. AHM shall not be liable for any loss that You incur because of someone else using Your account, username, and/or password, or those of other users on an account to which You have access, either with or without Your knowledge. You may be held liable for any Claims or losses incurred by the AHM Parties due to someone else’s use of Your account, username, or password, or Your use of someone else’s account, username, or password, including without limitation Your use of a username and password of another user on an account to which You have access through an individualized username and password

9. PATIENT INFORMATION & HIPPA COMPLIANCE

“Patient Information” is any information pertaining to the medical patient on whose behalf users are accessing the Website and Services (“Patient”), and includes without limitation billing information, financial data, lien information, legal documents pertaining to pending or resolved litigation, and client medical records detailing treatment. You represent and warrant that Patients have executed all requisite authorizations and/or releases necessary for You to disclose Patient Information through the Website in full compliance with applicable federal, state, and other laws, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), 42 USC § 1320d, et seq., and regulations appurtenant to HIPPA. If applicable, You are entirely responsible for securing acknowledgement and consent from Patients that released information may contain alcohol, drug abuse, psychiatric, STDs, Genetic testing, AIDS information, or related information. You must do everything necessary to ensure compliance with HIPAA and regulations appurtenant to HIPAA. You hereby represent and warrant that You own all rights, title, and interest in and to Patient Information or are otherwise authorized to grant the rights provided the AHM Parties under this section.

You hereby grant the AHM Parties a perpetual, fully paid-up, worldwide, sublicensable, irrevocable, assignable license to copy, distribute, transmit, display, edit, translate, reformat, prepare derivative works from (including without limitation incorporating into other works), and otherwise use the information You provide in connection with the operation of the website, services, or any other similar or related business, in any medium now existing or later devised. You further agree that the AHM Parties may publish or otherwise disclose Your personal information in connection with their exercise of the license granted under this section. You agree to waive, and hereby waive, any claims arising from or relating to the exercise by the AHM Parties of the rights granted under this section, including without limitation any claims relating to Your rights of personal privacy and publicity. You will not be compensated for any exercise of the license granted under this section.

10. CONSENT TO RECEIVE EMAIL FROM AHM,

By registering with the Website, You thereby consent to receive email communications regarding the Services provided to Your client(s), and other matters.

11. PROHIBITED USES

AHM imposes certain restrictions on Your use of the Website and the Services. You hereby agree that You will not use Patient Information for any purpose prohibited under applicable federal and state laws or not authorized under this Agreement, including without limitation HIPAA and regulations appurtenant to HIPAA and the limitations on use established directly or implicitly by relevant Patient releases and authorizations. You further agree that You will not transfer any information provided to You through the Website and Services to any third party without the written authorization of AHM.

You additionally represent and warrant that You will not (a) provide false, misleading or inaccurate information to AHM or any AHM user; (b) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (c) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (d) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (e) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (f) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (h) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (i) attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the AHM Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability and suspension or deletion of Your account.

12. INTELLECTUAL PROPERTY

(a) COMPLIANCE WITH LAW

You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. You shall be solely responsible for any violations of any laws and for any infringements of third-party rights caused by Your use of the website and services. Your bear the sole burden of proving that content, information, or other materials do not violate any laws or third-party rights.

(b) TRADEMARKS

AHM and the “AHM logo” (collectively, the “AHM Marks”) are trademarks or registered trademarks of AHM. Other trademarks, service marks, graphics, logos, and domain names appearing on the Website may be the trademarks of third parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the AHM Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the AHM Marks generated as a result of Your use of the Website and Services will inure to the benefit of AHM, and You agree to assign, and hereby do assign, all such goodwill to AHM. You shall not at any time, nor shall You assist others to, challenge AHM’s right, title, or interest in or to, or the validity of, the AHM Marks.

(c) COPYRIGHTED MATERIALS; COPYRIGHT NOTICE

All content and other materials available through the Website and Services, including without limitation the AHM logo, design, text, graphics, and other files, and the selection, arrangement, and organization thereof, are either owned by AHM or are the property of AHM’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title, or interest in or to any such materials.

All Infringement Notices should include the following:

1. A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf;

2. An identification of the copyright claimed to have been infringed;

3. A description of the nature and location of the material that You claim to infringe Your copyright, in sufficient detail to permit AHM to find and positively identify that material;

4. Your name, address, telephone number and email address; and

5. A statement by You: (i) that You believe in good faith that the use of the material that You claim to infringe Your copyright is not authorized by law, or by the copyright owner or such owner's agent; and, (ii) under penalty of perjury, that all of the information contained in Your Infringement Notice is accurate, and that You are either the copyright owner or a person authorized to act on their behalf.

Infringement Notices should be sent to tam@accesshealthcare.biz with the subject line “DMCA Notice – [INSERT YOUR NAME OR YOUR COMPANY’S NAME]”.

AHM will respond to all such notices, including as required or appropriate by removing the offending material or disabling all links to the offending material.

13. DISCLAIMERS; LIMITATION OF LIABILITY

(a) NO WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AHM, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NO ENCUMBRANCE, TITLE, OR WORKMANLIKE QUALITY, IN ADDITION TO ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL SERVICES ARE PROVIDED ON AN AS-IS BASIS WITH NO GUARANTEED OUTCOME. NEITHER AHM NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE LIABILITY OF AHM FOR DAMAGES ARISING OUT OF THE FURNISHING OF SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, TORTIOUS CONDUCT, ERRORS, OR OTHER DEFECTS, REPRESENTATIONS, OR ARISING OUT OF THE FAILURE TO THE FURNISH SERVICES, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, OR ANY OTHER DAMAGE OCCURRING, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. AHM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR LOST REVENUES), WHETHER CAUSED BY THE ACTS OR OMISSIONS OF AHM, AHM PARTIES, OR AHM USERS, OR THEIR AGENTS OR REPRESENTATIVES. YOU HEREBY AGREE THAT AHM PARTIES SHALL HAVE NO LIABILITY TOWARDS YOU OR ANYONE ELSE FOR ANY ACTION OR INACTION TO ENFORCE THESE TERMS AGAINST ANY ACTUAL OR POTENTIAL VIOLATION IN CONTENT OR CONDUCT BY ANY USER OR THIRD PARTY.

(b) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATA

YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD AHM OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.

IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.

(c) LIMITATION OF LIABILITY

THE LIABILITY OF AHM AND ITS LICENSORS AND SUPPLIERS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL AHM OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO AHM OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF AHM AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES SHALL BE $200.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN AHM AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

(d) APPLICATION

THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND AHM OR BETWEEN YOU AND ANY OF AHM’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. AHM’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS, AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

14. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other AHM policies, and with any applicable laws or regulations.

15. INDEMNITY BY YOU

Without limiting any indemnification provision of this Agreement, You (the “Indemnitor”) agree to defend, indemnify and hold harmless AHM and the AHM Parties (collectively, the “Indeminitees”) from and against any and all claims, actions, demands, causes of action, and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to AHM or any of the Indemnitees of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (v) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights; or (vi) any Claims asserted by the Patient or the Patient’s heirs, assignees, or successors.

The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.

16. GOVERNING LAW; JURISDICTION AND VENUE

The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in the State of Nevada and shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.

 (a) BINDING ARBITRATION

If You and AHM cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration in Clark County, Nevada, or such other venue as agreed by the parties. Any election to arbitrate by one party shall be final and binding on the other(s). YOU HEREBY ACKNOWLEDGE THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT WITH A JURY TRIAL. The arbitration shall be commenced by the service of an arbitration demand by the claimant upon the other party to this agreement and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), available at the AAA website www.adr.org. After the arbitration demand is served, the parties shall mutually select an arbitrator, who is a licensed attorney whose practice is primarily located in Las Vegas, Nevada. In the event the parties are unable to select a mutually agreeable arbitrator within thirty (30) days of the initiation of the arbitration, AHM shall have the right to select an arbitrator. The arbitration may be conducted in person, through document submission, through telephone, or online. The costs of the arbitration will be borne by both parties equally until the conclusion of the arbitration, at which time the arbitrator may grant a cost award in favor of the prevailing party. The arbitrator will issue a decision in writing but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. AHM may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. Should any party not timely pay their share of the arbitration fees after a 5-day notice of failure to pay and opportunity to cure, the non-paying party consents to the entry of an award and subsequent judgment in favor of party who has timely paid their share of the arbitration fees.

(b) RESTRICTIONS AGAINST JOINDER OF CLAIMS

You and AHM agree that any arbitration shall be limited to each Claim individually. To the full extent under the law, (1) no arbitration shall be joined with any other arbitration; (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures; and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.

(c) REMEDIES IN AID OF ARBITRATION; EQUITABLE RELIEF

This agreement to arbitrate will not preclude You or AHM from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or AHM from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. As used herein, “Court of Competent Jurisdiction” means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in the State of Nevada.

 (d) LAWS OF THE STATE OF NEVADA

This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in the State of Nevada and shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, WILL BE THE STATE AND FEDERAL COURTS LOCATED IN OR NEAREST TO THE STATE OF VIRGINIA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO, THE EXTRATERRITORIAL SERVICE OF PROCESS.

17. TERMINATION

(a) BY AHM

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, AHM RESERVES THE RIGHT TO, IN AHM’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.

(b) AUTOMATIC TERMINATION UPON BREACH BY YOU

This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by AHM.

(c) BY YOU

You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to AHM notice of Your intention to do so, in the manner required by this Agreement.

(d) EFFECT OF TERMINATION

Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, AHM may, but has no obligation to, in AHM’s sole discretion, rescind any services and/or delete from AHM’s systems all Your Personal Information and any other files or information that You made available to AHM or that otherwise relate to Your use of the Website or Services. Subsequent to termination, AHM reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.

(e) LEGAL ACTION

If AHM, in AHM’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, AHM will be entitled to recover from You as part of such legal action, and You agree to pay, AHM’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The AHM Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.

(f) SURVIVAL

Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1, 2, 4-9, and 11-19 will survive any termination of this Agreement.

18. NOTICES

All notices required or permitted to be given under this Agreement must be in writing. AHM shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to AHM. You agree that any notice received from AHM electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH AHM IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY AHM OF AN EMAIL TO THAT ADDRESS. You shall give any notice to AHM by means of email to tam@accesshealthcare.biz.

19. GENERAL

This Agreement constitutes the entire agreement between AHM and You concerning Your use of the Website and Services. Duly executed agreements between AHM and You, including without limitation agreements pertaining to Patient releases and authorizations (collectively, “Additional Agreements”) are hereby incorporated and binding upon the parties to this Agreement. To the extent any provision of this Agreement is determined by an arbitrator retained pursuant to this Agreement, an arbitration panel, or a Court of law to conflict with any provision of an Additional Agreement, the Additional Agreement shall govern. This Agreement may only be modified by a written amendment signed by an authorized executive of AHM or by the unilateral amendment of this Agreement by AHM and by the posting by AHM of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of AHM. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. You and AHM are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Except for the AHM Parties and the Indemnified Parties as and to the extent set forth in Sections 9, 10, 14 and 16(e) and AHM’s licensors and suppliers and to the extent expressly set forth in Section 12, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to AHM and AHM’s licensors and suppliers and would therefore entitle AHM or AHM’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.