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     Terms of Use and License Agreement

This Agreement is made as of the date of receipt of payment or a portion of any payment due for a User Account, upon acceptance of these Terms of Use by clicking “I Agree,” or upon Customer’s initial login to the software system noted herein, or whichever shall occur first and shall be referenced hereafter as the "Effective Date," and shall be between All Payer Exchange, LLC, Inc., a Nevada corporation, ("APE") and any authorized, licensed user of APE’s software systems, solutions or services and shall be referenced hereafter as “Customer”. 

Whereas, Customer desires to utilize certain products and services developed and owned by APE and seeks to license the APEClaimdata ManagerSoftware product, in accordance with the Terms andConditions as set forth in this APEClaimdata ManagerLicense Agreement ("Agreement"). This Agreement includes all attachments hereto, including but not limited to the terms and conditions set forth below and incorporated by this reference and contains, among other things, provisions specific to terms and conditions, proprietary rights, term and termination, indemnification, PHI, limited warranty and disclaimers, limitation of liability, use of service/compliance, non-disclosure, use limitations, attachments and exhibits. In the event of any conflict between the terms and conditions of this Agreement and any attachment hereto, the terms and conditions set forth in the attachment or addendum shall supersede any previous terms. Any difference or additional terms of any related purchase order, confirmation, or similar form, shall have no force of effect unless such terms are incorporated into this Agreement as an attachment or addendum which has been signed and executed by duly authorized officers of both APE and Customer. This Agreement may be executed in counterparts, each of which will be considered an original, but all counterparts together shall constitute one Agreement.


TERMS and CONDITIONS

  1. APE Services

    APE shall provide to Customer products and services for the purpose of facilitating the use of an Internet-based electronic medical claims submission software application and an electronic transaction exchange for the processing of healthcare-related transactions by and between Customer (“Claimdata Manager”), its payers, customers, users and trading partners (collectively, “Trading Partners”), and further agrees to provide applicable tools, supporting documentation and training as necessary (collectively hereinafter called the "APE Services") to facilitate the management of health claim data derived from Customer or their Trading Partners, who may, from time to time, utilize such products and servicesthrough the establishment of individual accounts or group accounts via established registration protocols withinsuch products and services. The Trading Partners, individual accounts, group accounts, their administrators and all related users of suchaccounts, aspermitted byCustomer, and the resulting data derived from their use of such products, shall be subject to terms and conditions as set forth by a Business Associate Agreement ("BAA") which shall be approved by both parties and included as an Attachment to this Agreement. APE reserves the right, from time to time, without liability to Customer or its Trading Partners, to suspend, revise, modify or update any part of the products and services, or its functionality, upon reasonable notice to Customer. In doing so, APE shall use reasonable best efforts to ensure that any such revisions, modifications or updates to its products and services shall in no way adversely impact the performance of the products and services as required by the terms set forth in Attachments A and B. For purposes of this Agreement, "Transaction(s)" shall mean healthcare transactions of the type ordinarily exchanged by and betweenCustomer and its trading partners which are supported or made available through such products and services, or directly from APE from time to time, included but not limited to: claims submission, claims status inquiry, eligibility verification, referral verification/ authorization, electronic remittance advice, credit card processing and other related transactions.

  2. License

    1. Subject to the Terms and Conditions of this Agreement and payment of all applicable fees, APE grants Customer a non-resalable, non-sub-licensable, non-exclusive and limited license to utilize APE's Claimdata Manager software and any other software product provided by APE to Customer in order to facilitate the management and exchange of data to and from Customer’s Trading Partners,during the term of this Agreement, for the purposes described herein. Such software, and its modifications and written documentation (collectively, the "Software"), may be used only in connection with the Services during the term, and is and shall remain, the sole and exclusive property of APE and APE shall own all right, title, interest and other intellectual property rights therein. Customer shall not transfer, license, assign, translate, reverse engineer, decompile, disassemble, modify or duplicate the Software or any portion thereof or allow any third party to do any of the foregoing. Upon termination or expiration of this Agreement for any reason, Customer will cease all use of the Software and Specifications.

    2. Customer elects to utilize the APE products and services per the Terms and Conditions of this Agreement and its Attachmentsand accompanying documentation, and materials furnished by APE hereunder, including without limitation, those referenced in this Agreement as required to use the APE Services in connection with the transmission or receipt of transactions with entities which are contracted directly to APE as Trading Partners.


    3. APE warrants that it has used reasonable best efforts to ensure that at the time of delivery, the Software, Specifications and Services will perform in accordance with their intended purpose. However, APE's sole liability and Customer's exclusive remedy regarding the Software, Specifications or Services, is that APE will use reasonable best efforts to repair the services to remedy any reproducible error. In the case of transmission errors; Customer's exclusive remedy will be that APE will use reasonable best efforts to re-transmit faulty claims or transmissions.


    4. Customer warrants that all transactions shall be valid, complete, true and accurate and shall comply with applicable APE and Trading Partner policies and procedures and all applicable federal, state and local laws and regulations.


    5. Customer warrants that it will use the software tools, transaction specifications and other documentation, which APE may from time-to-time, furnish to Customer solely for the purpose of enabling Customerto exchange health data with its Trading Partners.


    6. APE shall use reasonable best efforts, to provide a "seamless" interface into networks, payers and other Trading Partners (collectively hereinafter called "Trading Partner Network") however Customer understands and acknowledges that APE may be required to route some transactions through a third party network for the purpose of enabling the transmittal of data between Customers and certain payers. 


    7. Customer shall have the right to copy the APE Materials, either in whole or in part, solely to provide backup and archive copies for use by Customer and only for the purposes for which those Materials may be used under this Agreement. Customer shall not disclose any APE materials to any Trading Partner or other entity without APE's prior written consent. The term "APE Materials" for all purposes of this Agreement shall mean all specifications, materials, forms and other documentation supplied to Customer by APE.


    8. No rights are granted to Customer with respect to the APE Materials or APE Services except as explicitly set forth in this Agreement.


    9. APE reserves the right from time-to-time in its sole discretion, without any liability to Customer or its Trading Partners, to suspend the use of, revise, modify or update any portion of the APE Materials or APE Services; provided, however, that APE shall use reasonable best efforts to notify of any such event ninety (90) days prior to its effective date and APE shall furnish Customer with appropriate documentation in connection therewith with reasonable promptness. In doing so, APE shall use reasonable best efforts to ensure that any such revisions, modifications or updates to its products and services shall in no way adversely impact the performance of the products and services as required by the terms set forth in Attachments A and B.


    10. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXPRESS OR IMPLIED IN THIS AGREEMENT, APE SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO CUSTOMER, ANY TRADING PARTNER OR OTHER THIRD PARTY, REGARDING, BUT NOT LIMITED TO, PAYMENT OF CLAIMS, ELIGIBILITY STATUS OF A PATIENT, OR ANY OTHER INFORMATION OR TRANSACTION SUBMITTED THROUGH THE SERVICES. CUSTOMER AND EACH TRADING PARTNER UNDERSTANDS AND ACKNOWLEDGES THAT APE IS NOT RESPONSIBLE FOR TRANSACTIONS AND THAT ANY TRADING PARTNER RESPONSE INDICATING ELIGIBILITY DOES NOT ENSURE PAYMENT. TRANSACTIONS ACCEPTED THROUGH THE SERVICES ARE NO GUARANTEE OF PAYMENT AND DO NOT CONSTITUTE A PROMISE TO PAY; ELIGIBILITY INFORMATION IS SUBJECT TO CHANGE; AND WAITING PERIODS MAY APPLY.


    11. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE APE SYSTEM IS SOLELY AN EXCHANGE DESIGNED TO ALLOW FOR COMMUNICATION OF DATA BETWEEN CUSTOMER AND ITS TRADING PARTNERS; AND, (III) APE SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY OTHER TRADING PARTNER(S) OR ANY OTHER THIRD PARTY, BASED UPON ANY TRADING PARTNER(S) OR TRADING PARTNER(S) CONTENT TRANSMITTED BY OR THROUGH APE UNDER THIS AGREEMENT.


    12. EXCEPT FOR THE WARRANTY IN SECTION 7, APE MAKES NO WARRANTIES AND DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE SYSTEM, SERVICES, SOFTWARE, SPECIFICATIONS OR THIS AGREEMENT.  APE DOES NOT WARRANT THAT THE SYSTEM, SOFTWARE, SPECIFICATIONS OR SERVICES WILL MEET CUSTOMER OR ANY TRADING PARTNER'S REQUIREMENTS OR SHALL OPERATE UNINTERRUPTED OR ERROR FREE.


    13. INANY EVENT, APE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND, AND APE'S TOTAL LIABILITY WITH RESPECT TO THE SOFTWARE, SPECIFICATIONS ORSERVICES PERFORMED (OR NOT PERFORMED) OR OTHERWISE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID TO APE BY CustomerDURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM GIVING RISE TO SUCH LIABILITY.


  3. Proprietary Rights and Restrictions

    As between the parties, APE retains all right, title and interest, including but not limited to all rights of copyright, trademark, trade secret, patent, or other intellectual property right, in the Software and copies thereof. Customer agrees not to remove, destroy or alter any proprietary notices contained in or on the master copy of the Software, and to reproduce such notices exactly in or on each copy of the Software generated including any copyright, trademark or patent notices. Customer will not (and will not allow any third party to) (i) modify, translate, reverse engineer, decompile, disassemble, or attempt to discover any source code or underlying ideas or algorithms of any Software or part thereof (except and only to the extent that applicable statutory laws prohibit certain reverse engineering restrictions), or, other than provided for in this Agreement, (ii) lease, timeshare, or otherwise distribute the Software or part thereof for the benefit of any third party.


  4. Payment

    The fees for the APE Claimdata Manager, Eligibility and other related products and services, with the exception of Professional Billing Services, shall be due prior to, or immediately upon receipt of account login credentials.   One-time, monthly license, transaction or Professional Billing Service fees may be paid by check, credit card or EFT.  Annual fees may be paid by check or EFT only.

    For credit card and EFT payments, customer authorizes APE to charge the applicable fees as set forth in the specific pricing terms.  Such terms may be provided to customer via written proposal or as selected from written or electronic order forms and approved and authorized by a valid written signature or by clicking “I Agree” within an electronic form.


  5. Term and Termination

    This Agreement shall be in effect for a minimum term of twelve (12) months unless noted otherwise as part of a specific product or service offering within the products and services selection screen within the “Sign Up” section of the allpayer exchange website or through telephonic or email selection of products and services by Customer, unlessearlier termination occursasdescribed in this section. This Agreement and all licenses may be terminated by APE in the event a material breach by Customer remains uncured thirty (30) days, (forty-five [45] days in the case of non-payment) after written notice thereof from APE is received by Customer. This Agreement and alllicenses may be terminated by Customer in the event a material and substantial breach of this Agreement by APE remains uncured ninety (90) days after written notice thereof from Customer is received viaCertified Mail by APE's CEO. For such uncured material breach by APE, APE shall refund the prorated unused monthly portions of the Customer's prepaid License Fees, as appropriate. Either party may terminate this Agreement and all licenses in the event of material corporate malfeasance or moral turpitude by any of either party's corporate Officer(s), thirty (30) days after written notice received via Certified Mail by any of the party's Officers or Board of Directors. Upon termination, Customer shall immediately cease all use of all affected Software and return or destroy (at APE's option) all copies of all affected Software and all portions thereof and so certify in writing to APE. Except as otherwise expressly provided herein, the terms of this Agreement shall survive termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs. Upon termination, APE agrees to provide Customer with all data related to Customer Trading Partners, in a format to be mutually agreed upon, including but not limited to, all registration and transaction data stored in the APE system.  Upon receipt of the data by Customer, APEshall destroy any copies of data that were originated or created by a Customer Trading Partner.


  6. Indemnification

    1. Customer shall defend, indemnify and hold APE and its officers, directors, employees, agents and representatives harmless from and against any and all claims, losses, damages, demands, suits, liabilities or expenses, including without limitation, legal fees and costs, suffered or incurred by APE, or its subsidiaries and affiliates, in connection with or, arising out of (i) a Trading Partner's breach of any applicable term of this Agreement or otherwise relating to anyTrading Partner, including without limitation, Trading Partner's use or non-use of the System or Services; (ii) the Transactions or other information or content provided to APE by Customer, or any Trading Partner's use thereof; or (iii) Customer's breach of this Agreement.

    2. APE shall, subject to the provisions of this Agreement, defend, indemnify and hold Customer and its officers, director, employees, agents and representatives harmless from and against any and all claims, losses, damages, demands, suits, liabilities or expenses, including without limitation, legal fees and costs, suffered or incurred by Customer, or its subsidiaries and affiliates, in connection with or arising out of any (n) negligent acts or omissions on the part of APEwith respect to the installation, implementation, maintenance or support of the software application which forms the basis of this Agreement, or (ii) negligent acts or omissions on the part of a Trading Partner of APE with respect to the installation, implementation, maintenance or support of the software application which forms the basis of this Agreement. In no way shall this provision be construed to apply to any acts or omissions of third parties, or of acts or omissions beyond the control of APE.


  7. Proprietary Information

    1. Customer acknowledges and agrees that the System, Software, Services, Specifications and all non­public information disclosed by APE to Customer and/or Trading Partner(s) in connection with this Agreement, in whatever form, is the proprietary and confidential information of APE or its licensors (collectively, the "Confidential Information") and that APE owns all rights, title and interest, including without limitation copyright, trade secret, know-how, patent or other intellectual property rights therein. Customer shall not disclose or provide any Confidential Information to any third party or use such Confidential information for any purpose, whether for its own benefit or the benefit of any third party, except in connection with Customer's or a Trading Partner's use of the System, Services, Specifications or Software as contemplated in this Agreement. All such Confidential Information shall be protected by Customer and its Trading Partners from unauthorized use or disclosure.

    2. Customer's or any Trading Partner's use or disclosure of data transmitted hereunder, shall at all times be limited to the sole and exclusive purpose of exchanging information by and between Customer, its Trading Partners, APE and its Trading Partners, as a direct result of such Trading Partner's electronic inquiry to access the Services. Customer, its Trading Partners, Business Partners, Affiliates, Agents and employees, shall not sell, purchase, provide, or exchange financial or other information concerning Trading Partners or any APE Trading Partners, Business partners, Affiliates, Agents or employees, in arty form whatsoever to any third party without APE's prior written consent.


  8. Limited Warranty and Disclaimer

    Commencing on the Installation Date of the Software, APE warrants to Customerthat for the term of this Agreement that such Software will materially conform to the documentation provided with the Software. This warranty covers only problems reported to APEwhich APE is able to replicate and thereby validate. EXCEPT FOR THE FOREGOING, ALL SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.


  9. Limitation of Liability

    ANY LIABILITY OF APE WITH RESPECT 10 THE SOFTWARE OR ITS PERFORMANCE UNDER ANY WARRANTY, NEGLIGENCE,. STRICT LIABILITY OR OTHER THEORY IS LIMITED EXCLUSIVELY TO SOFTWARE REPAIR OR REPLACEMENT, OR, IF IN APE'S OPINION REPAIR OR REPLACEMENT IS INADEQUATE AS A REMEDY, TO A PRO RATA REFUND OF THE LICENSE FEE. NOT WITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, APE SHALL. NOT BE LIABLE OR OBLIGATED WITH RESPECT ID THE SUBJECT MATIER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY OR FOR ANY SPECIAL, INCIDENTAL CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN IF APE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO Customer UNDER SUCH LAWS.


  10. Use of the Services and Compliance

    1. Customer shall use the Services, Specifications and Software only in accordance with the Terms and Conditions as described within this Agreement and shall provide APE with adequate information and cooperation and the necessary data in the proper format (as determined by APE) to enable APE to properly furnish the Services.

    2. Customer shall provide first-tier Trading Partner support of the Services for its Trading Partners, including without limitation, taking initial inquiries from Trading Partners, diagnosing the nature of the problem and resolving such problem(s) when possible, prior to contacting APE to assist in such resolution.

    3. Prior to receiving the Services, Customer shall comply with: (i) the terms and conditions contained in this Agreement, (ii) all APE security, privacy, data use and terms of use policies and procedures, as such policies and procedures may be amended from time to time by APE, and (iii) all federal, state and local laws and regulations, including but not limited to HIPAA (as defined below), those regarding patient confidentiality, and those applicable to use of the Services, Systems, Software or Specifications.  Without limiting the generality of the foregoing, Customer and all Trading Partners shall each comply with all equal opportunity and nondiscrimination in employment rules and the Health Insurance Portability and Accountability Act (“HIPAA”) and all other requirements regarding patient confidentiality.  Customer and all Trading Partners shall each prevent illegal use or disclosure of Protected Health Information (“PHI”) and shall report to APE any unauthorized use or disclosure of PHI relating to the Agreement of which Customer and / or Trading Partner becomes aware.  Upon the termination or expiration of this Agreement, Customer shall and shall cause its employees, agents, trading partners or any third party who may have received PHI to return or destroy all such PHI.  Customer represents and warrants that (i) only authorized individuals currently employed by Customer have access to the System and Services, and (ii) Customer has and shall obligate its Trading Partners to have in place, and will obligate its Trading Partners to continue to maintain throughout the Term, adequate security policies and procedures to ensure that only authorized individuals of Customer and Trading Partner access the System and Services.  Furthermore, Customer agrees to comply and shall obligate its employees, agents and Trading Partners to comply with APE’s data use and security policies as may be amended by ASEX from time to time, including, without limitation, execution and compliance with the terms of any addendum to the Agreement as may be required by HIPAA and / or APE’s security policies and procedures.  In its performance of the Agreement, each party shall comply with all applicable laws, rules and regulations, no later than the applicable compliance dates mandated by such laws, rules and regulations.  Without limiting the generality of the foregoing, each party shall: (i) only use PHI for the purposes set forth in this Agreement; (ii) use appropriate safeguards to prevent use or disclosure of PHI other than as permitted or required by law and this Agreement; (iii) report to the other party any unauthorized use or disclosure of PHI obtained by such party pursuant to the Agreement of which such party becomes aware; (iv) ensure that any agents to whom such party provides PHI received from, or created or received by such party under this Agreement agrees to the same restrictions and conditions regarding such PHI as provided in this Agreement ; (v) to the extent applicable, make available PHI in accordance with 45 CFR Section 164.524; (vi) to the extent  applicable, make available the information required to provide an accounting of disclosures in accordance with 45 CFR Section 164.528 (vii) to the extent applicable, make available the PHI  for amendment and incorporate any amendments to PHI in accordance with 45 CFR 164.526; (viii) make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by such party under this Agreement available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with HIPAA; and (ix) upon the termination of this Agreement, if feasible return or destroy all PHI received from or created or received by such party under this Agreement that such party still maintains in any form, and retain no copies of such information, or, if such return or destruction is not feasible, extend the protection of this Agreement to such information and limit further use and disclosures to those purposes that make the return or destruction of the information infeasible. 

    4. Prior to receiving the Services, Customer shall warrant that each of its Trading Partners that will use such Services has agreed to comply with the terms and conditions of the BAA, as referenced in Section 1 herein.

    5. Customer agrees to be bound, to the same extend as APE, by all applicable Trading Partner imposed contractual obligations required for access to such Trading Partner.  Customer acknowledges and agrees that, from time to time, Customer may be required to give its written acknowledgement of certain Trading Partner imposed obligations and / or to notify Trading Partners and obtain their written acknowledgement of same.  This Agreement shall be subject to any Trading Partner imposed obligation or any other form of requirement imposed by any Trading Partner on either APE or Customer.

    6. Customer shall make no statement, representation or warranty to any Trading Partner or any other third party regarding the System, Services, Specifications or Software which derogates from the representation, disclaimers or liability limitations made by APE in, or otherwise is inconsistent with, this Agreement.

    7. This Agreement, in its entirety, is between APEand Customer.  Customer is responsible for all activities performed by its site administrators and/or Trading Partners.  APE, through the Term and Conditions set forth herein, has defined itsrole in the use of PHI as described within this Agreement, and enters into this Agreement with the full intent of protecting PHI from unauthorized use or disclosure and shall use all applicable means within the state and federal laws to ensure such protection.

    8. Either party's Trading Partners may submit data files that contain identifiable information. Persons designated by either party to serve as an Administrator or as a user, may access the PHI of either party's Trading Partner's members found in such data files. Individuals from either party that are designated as an Administrator, Support Person, User or anyone else that may come into contact with such PHI, shall, therefore enter into a confidentiality agreement with terms and conditions that meet or exceed the requirements by law, with either party. Both parties mutually agree to coordinate the execution of these agreements.

    9. Any and all penalties will not exceed the total amount of product license fees paid by Customer to APE

    10. Any use of the trademarks, logos or trade names of either party, either party's affiliated companies, or either party's Trading Partners (collectively, the "Marks"), must receive prior written approval from the parties in question. Both parties acknowledge one another's sole and exclusive ownership of all right, title, interest and goodwill therein and agree not to take any actions inconsistent with such ownership.

    11. For Customers who request and receive approval for the use of APE “Marks,”  Customer shall apply appropriate branding elements to licensed deployments of the APEClaimdata Manager user interface, including applying unique color schemes, logos, and messaging. All such deployments of APEClaimdata Manager will alsoinclude "Powered by” logos, designed and supplied by APE, on every screen of the APEClaimdata Manageruser interface in locations sufficiently noticeable to users without undue effort. The "Powered by APE" logos will appear in areas of every screen as mutually agreed to by both parties.  A selection of suitable "Powered by APE" graphics in varying colors and configurations within anyAPE product will be supplied by APE.

    12. APEagrees that any data originating from a Customer Trading Partner isthe property of Customerand may not be used by APE for any purpose, except under the following conditions: APE may use aggregated, de-identified statistical, non-clinical data, as approved by HIPAA and other state and federal laws, which may be derived from Customer and/or itstrading Partner(s) use of the Services. Customer represents and warrants to APE that: (i) APEshall have the right to use such aggregate statistical, non-clinical data derived from the Services for business purposes including analysis, promotion and other related business purposes; (ii) the use of such data by APE will not infringe any party's, entity's or person's intellectual property right or other proprietary interest or invade any party's privacy; and (iv) the use of such data by APE will not result in any violation of any applicable law, rule, regulation, or court order, or any agreement to which Customer is a party or has obligations thereunder.

    13. Customer acknowledges with respect to Transactions submitted by it to APE that: (i) the Services will reject any Transactions which fail to meet the data format criteria set forth in this Agreement and the applicable Specifications (a "Non-Conforming Transaction") and (ii) each recipient of the Transactions through the Services has the right to reject any Non-Conforming Transaction.


  11. Non-Disclosure

    1. During the course of this Agreement the parties may disclose information to the other party which the disclosing party deems proprietary or confidential (hereafter "Confidential Information"). This includes Protected Health Information ("PHI"), as defined by HIPAA and referenced in Section 9(c)-(h) in this Agreement.  Each party will hold and protect such Confidential Information in confidence with at least the same degree of care that it applies to its own proprietary and Confidential Information, and in any event, at least a reasonable degree of care. Each party further acknowledges that the Confidential information shall remain at all timesthe property of the disclosing party, and the other party shall not have any right, title or interest therein, except as expressly set forth in this Agreement.  Neither party will have any obligation of confidentiality to the other under the Agreement with respect to the Confidential Information to the extent the receiving party can show that the information: (i) was previouslyknown to the receiving party without obligation of confidence, or without breach of the Agreement, (ii) was publicly disclosed through no wrongful act of the receiving party, (iii) was received from a third party without obligation or confidence and without breach of the Agreement, (iv) was independently developed by the receiving party without access to the Confidential Information, or (v) was approved for release by written authorization of the disclosing party. In the event APE receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of or disclosed by Customer or of an Affiliate, APE shall promptly notify Customer and the Affiliate and tender to it the defense of such demand. Unless the demand shall have been timely limited, quashed or extended, APE shall thereafter be entitled to comply with such demand to the extent required by law. Within ten (10) days after Customer's written request, APE shall (a) return to Customer all confidential information, including any copies thereof, and (b) delete all Confidential Information from APE's laptop and/or other of APE's computer equipment, and certify in writing to Customer, APE's deletion of same.

    2. The foregoing confidentiality obligation will survive the termination of this Agreement for a period of ten (10) years.


  12. Miscellaneous

    No Customer purchase order or other instrument shall be of any effect   Customer may not assign or delegate its rights or obligations under this Agreement without the prior express written consent of APE.   APE may assign its rights or delegate itsobligations under this Agreement Anyassignment or delegation in violation of the foregoing shall be null and void. This Agreement, including all Attachments, Exhibits, Addendums, modifications or updates to this Agreement or to such Attachments as permitted hereunder, sets forth the final, complete, and entire agreement between the parties with respect to its subject matter and cannot be changed except pursuant to a writing signed by both parties. No failure by APE to exercise any power, right, privilege or remedy under this Agreement, and no delay on the partof APE in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, and any such waiver shall only be applicable to the specific instance referenced in such writing. The relationship between the parties hereto is that of independent contractors, and no agency, partnership, joint venture, employment or franchise relationship between the parties is created hereunder. The parties hereto agree that anyrule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement. This Agreement shall, for all purposes, be solely and exclusively governed by and construed and enforced under the laws of the State of Nevada, without reference to conflicts of law principles thereof. Except for APE seeking injunctive relief to enforce its rights under Sections 2,3,4,5,6,8 or 9, any and all disputes relating to this Agreement, the System, Services, Specifications, Interfaces or Software shall be brought solely and exclusivelyin a federal court in Clark County, Nevada.  All notices under this Agreement must be inwriting and shall be deemed given ifpersonally delivered or sent by certified mail, charges prepaid, or by overnight courier service, confirmation of delivery, or by facsimile, with verification of delivery to recipient, to the below-noted address. All provisions which by their terms contemplate continuing effectiveness, including without limitation those in Sections 2, 3, 4, 5, 6, 7, 8, 9,10 and 11 shall survive anytermination of this Agreement.  If any part of this Agreement shall be held to be void or unenforceable, such part will be treated as severable, leaving valid the remainder of this Agreement notwithstanding the part or parts found to be void or unenforceable. Nothing in this Agreement shall be deemed to create any right or benefit in any person not a party hereto (including without limitation any Trading Partner); provided, however, this Agreement shall be construed to be an agreement for the benefit of APE with respect to the Trading Partner. If either party brings a legal action to enforce its rights hereunder, the non-prevailing party shall reimburse the prevailing party for all reasonable costs and expenses, including attorney's fees, incurred in connection therewith.  APE shall not be responsible to Customer or any of its Trading Partners for delays or problems caused by circumstances beyond APE's reasonable control, including but not limited to acts of nature, governments, terrorism, fire, labor difficulties or shortages, civil disturbances, interruptions of power, supply or communications, provided APE takes reasonable efforts to minimize the effects of such actsor events.

    Through the successful purchase of the allpayer exchange products or services or through the login, use or access to the allpayer exchange systems, solutions or services, Customer acknowledges and agrees to the terms and conditions noted herein.
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