Terms and Conditions

1. SOFTWARE SUBSCRIPTION

1.1 Juxly grants to Customer, and Customer accepts from Juxly, a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business use. The Services shall not be used by Customer for, or on behalf of, third parties that are not authorized under this Agreement. Customer acknowledges that its right to use the Services will be only application based, pursuant to the terms of this Agreement, and the Software will not be installed on any servers or other computer equipment owned or controlled by Customer.

2. SERVICES AND SUPPORT

2.1 Subject to the terms and conditions of this Agreement, Juxly will provide Customer with access to the Services through Customer’s then current EMR. The Services are subject to modification from time to time, at Juxly’s sole discretion, for any purpose deemed appropriate by Juxly. Juxly will use reasonable efforts to give Customer prior written notice of any such modification.

2.2 Juxly will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week. All service requests will be responded to within twenty-four (24) hours of receipt of the request. Notwithstanding the foregoing, Juxly reserves the right to suspend Customer’s access to the Services for: (i) scheduled system back-up or other ongoing maintenance as required and scheduled in advance by Juxly, or (ii) any unforeseen cause beyond Juxly‘s reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement, or (iii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Juxly. Juxly will monitor performance indicators on the systems and network infrastructure (its own and that of third-party suppliers) in order to gauge the overall performance of its hosting services and will take reasonable steps to address systems and network infrastructure as required to maintain a goal of 99% uptime for the Software and Services. Juxly further reserves the right to monitor and reasonably restrict Customer’s ability to use the Services if Customer is using excessive computing resources, thus negatively impacting the performance of the Services for other subscribers. Juxly agrees to notify Customer in cases in which it restricts such use and use good faith efforts to determine an appropriate alternative or work-around solution.

2.3 Subject to the terms hereof, Juxly will provide reasonable support to Customer for the Services from Monday through Friday during Juxly’s normal business hours.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy, intellectual property, consumer and child protection, obscenity, or defamation laws).

3.2 Customer will cooperate with Juxly in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required and taking such other actions as Juxly may reasonably request. Customer will also cooperate with Juxly in establishing a password or other procedures for verifying that only Customer has, or in the case of an institutional subscription, only Customer’s designated employees have, access to any administrative functions of the Services.

3.3 Customer shall personally, or shall designate an employee who will, be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Juxly.

3.4 Customer and its officers, directors, members, manager, representatives, employees, heirs, successors, and assigns hereby agrees to indemnify and hold harmless Juxly and its officers, managers, members, representatives, successors, and assigns against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Juxly has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Juxly may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.5 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

3.6 Customer acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Juxly is not responsible for the operation of any Third Party Services or for the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Juxly does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third party provider and is governed by such third-party’s terms and conditions.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Customer acknowledges that all right, title, and interest in and to the Services, the Software (together with its codes, sequences, derivative works, organization, structure, and interfaces), any documentation, data, trade names,trademarks, or other related materials (collectively, the “Juxly IP”), is, and at all times shall remain, the sole and exclusive property of Juxly. The Juxly IP contains trade secrets and proprietary information owned by Juxly and is protected by United States copyright laws (and other laws relating to intellectual property). Except the right to use the Services, as expressly provided herein, this Agreement does not grant to Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Services or the Software.

4.2 Customer shall not attempt, or directly or indirectly allow any third party to attempt, to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit, or distribute all or any portion of the Services and/or Software in any form or media or by any means.

4.3 The provisions of this Section 4 shall survive termination of this Agreement.

5. CONFIDENTIALITY

In addition to, and in no way limiting the requirements relating to, the Juxly IP as set forth in Section 4 of this Agreement, Customer shall use its reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Software, the Services, Juxly’s financial, professional, and/or other business affairs, and this Agreement (the "Confidential Information"). Customer shall not disclose or publicize the Confidential Information without Juxly’s prior written consent. Customer shall use its reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for its own benefit or for the benefit of any other person, third-party, firm, or corporation in a manner inconsistent with the purpose of this Agreement. The terms of confidentiality and nondisclosure contained herein shall continue in full force and effect for as long as any Confidential Information disclosed hereunder continues to constitute Confidential Information. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Customer; (ii) already known to the Customer prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party undercircumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.

6. PAYMENT OF FEES

6.1 Customer will pay Juxly the applicable fees as set forth on the Order Form (the “Fees”). All payments will be made in United States dollars in accordance with the Payment Schedule and the Method of Payment as set forth on the Order Form.

6.2 Customer shall provide valid ACH payment system information for automatic bill paying, or other acceptable method of payment, to Juxly and shall take all necessary steps to authorize automatic payment of the Fees. By agreeing to this Agreement, Customer hereby authorizes Juxly to automatically charge such method of payment for all Fees during the Service Term. If, for any reason, automatic payment shall be denied, then Customer will be notified to remedy automatic payment deficits within five (days) or service will be terminated.

7. CONTRACT PERIOD

7.1 If Customer has selected the Monthly Service Term option in the Order Form, the initial term of this Agreement shall be one (1) month (the “Initial Term”) beginning on the Effective Date. Following the Initial Term, this Agreement will automatically renew for successive renewal terms of one (1) month (each, a “Renewal Term,” and together with the Initial Term, the “Service Term”) unless either party gives the other party notice of non-renewal at least two (2) days prior to the end of the then-current term.

7.2 If Customer has selected the Annual Service Term option in the Order Form, the initial term of this Agreement shall be one (1) year (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive renewal terms of one (1) year (each, a “Renewal Term,” and together with the Initial Term, the “Service Term”) unless either party gives the other party notice of non-renewal at least two (2) days prior to the end of the then-current term.

8. TERMINATION

8.1 Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the Order Form.

8.2 In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving ten (10) days’ prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such ten-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, (ii) upon the other party’s making of an assignment for the benefit of creditors, or (iii) upon the other party’s death, dissolution, or ceasing to do business.

8.3 Customer shall be in default of this Agreement if Customer fails to make any payment when due.

8.4 All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

9. CUSTOMER DEFAULT

In the event Customer breaches or attempts to breach any of the provisions of this Agreement, Juxly shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach, Customer hereby acknowledging the inadequacy of any remedy at law.

10. LIMITED WARRANTY

Juxly warrants that it has the power and authority to grant the subscription for the Services granted to Customer hereunder. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND JUXLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. LIMITATION OF REMEDY AND LIABILITY

Customer’s sole and exclusive remedy shall be repair or reinstatement of the Services. However, if Juxly is unable to repair and reinstate the Services after notice from Customer and a reasonable opportunity to do so, Customer may elect to receive a refund for the ratable portion of the Fees. THIS REFUND APPLIES ONLY TO THE FEES FOR THE SERVICES AND DOES NOT INCLUDE OR APPLY TO A REFUND FOR OTHER SERVICES OR ANY OTHER FEES, EXPENSES, OR AMOUNTS OTHERWISE PAID OR INCURRED IN CONNECTION WITH THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JUXLY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY. DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF JUXLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, under no circumstances shall Juxly be liable for any loss, costs, expenses, or damages to Customer in an amount exceeding the Fees actually paid to Juxly by Customer for the previous twelve (12) months.

12. U.S. GOVERNMENT MATTERS

Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the United States Department of Treasury’s List of Specially Designated Nationals or the United States Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Services is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the United States Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Juxly are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the United States Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

13. NOTICE AND DEMANDS

Notice, demand, or other communication that this Agreement requires that either party give to the other shall be sufficiently given or delivered if it is sent by email, registered or certified mail, postage prepaid, return receipt requested, or delivered personally. Unless Juxly is otherwise notified in writing, Customer’s address for notice purposes shall be Customer’s email address provided as part of Customer’s billing information.

14. GOVERNING LAW; FORUM SELECTION

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri, excluding its conflict of laws provisions, and the intellectual property, export, and trade laws of the United States of America. Any dispute under or in connection with this Agreement or any of the transaction contemplated herein shall be subject to, and the parties hereby submit to, the exclusive jurisdiction of and personal jurisdiction within the state and federal courts within Greene County, Missouri.

15. COMPLIANCE WITH LAWS

Customer shall use the Services in accordance with any and all applicable local, state, and federal laws.

16. HEADINGS
The paragraph headings in this Agreement are for convenience only, and they form no part of the Agreement and shall not affect the interpretation thereof.

17. SEVERABILITY

If any term or provision of this Agreement or the performance thereof shall to any extent be deemed invalid or unenforceable, such validity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be valid and enforceable to the fullest extent permitted by law.

18. NO WAIVER

The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall not constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement.

19. ASSIGNMENT
Customer shall not assign or transfer this Agreement without the prior written consent of Juxly.

20. COSTS AND ATTORNEYS’ FEES

If court proceedings are required to enforce any provision or to remedy any breach of this Agreement, the prevailing party on such claim will be entitled to an award of reasonable expenses from the non-prevailing party (including, without limitation, reasonable attorneys’ fees, litigation costs, court costs, experts’ fees, and amounts paid in investigation, defense, or settlement of any claims, whether such expenses are incurred at the trial, appellate, or administrative levels, or upon any other petition for review).

21. FORCE MAJEURE

No delay, failure, or default, other than a failure to pay Fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the reasonable control of the party required to perform.

22. WAIVER OF JURY TRIAL

CUSTOMER AND JUXLY HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN THE EVENT OF ANY DISPUTE THAT ARISES UNDER THIS AGREEMENT.

23. ENTIRE AGREEMENT

This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and neither party shall be liable or bound to the other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

24. AMENDMENT OR WAIVER

Neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated except by a written instrument signed by the Customer and Juxly.

25. SUCCESSORS AND ASSIGNS

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the heirs, personal representatives, devisees, legatees, successors, and assigns of the parties hereto.

26. PUBLICITY

Juxly may identify Customer as a client and use Customer’s name and/or logo(s) in connection with publicized client lists, advertising, and other promotional and marketing materials, including placing references to Customer on Juxly's websites and social media, provided that Juxly complies with any reasonable written trademark usage guidelines furnished by Customer, and provided further that Juxly shall not thereby violate the provisions of the Health Insurance Portability and Accountability Act of 1996 and its regulations ("HIPAA").