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SnAPPnet, Inc. Web Site Use Agreement and
SnAPPnet License and Subscription Agreement

Welcome to the SnAPPnet web site. Please review the following
terms and conditions concerning your use of the Web Site. By accessing,
using, or downloading any materials from the Web Site, you agree to follow
and be bound by these terms and conditions (the "Terms"). If you do not
agree with these Terms, please do not use this Web Site.

Please Click on Any Link for Easy Navigation

Definitions Subscriber
Obligations
Prices, Payments and Terms Subscriber Rights
User ID and Passwords Warranty
Term of Agreement; Termination Assignment
Maintenance of Records Miscellaneous
Protection of Proprietary Rights
Initial Set-up, Training and On-Going Support
Limitation of Liability; Injunctive Relief

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the meanings set forth in this Article 1:

"Disputes" has the meaning given to that term in Section 12.3(a).

"Documentation" means the subscriber manuals, technical support, training materials and other electronic or written materials provided by SnAPPnet for use with the Products.

"License and Subscription Agreement" refers to this agreement.

"Practice" means an individual physician or group of physicians who practice under one common legal entity and who share common overhead expenses, medical and other records, and substantial portions of equipment and professional, technical, and administrative staff.

"Products" means SnAPPnet and all related products and/or services that are offered by SnAPPnet.

"Provider" means any caregiver, including a physician (MD or DO), chiropractor, nurse practitioner, or physician assistant who is duly licensed and qualified to bill for their services under the state law and/or jurisdiction in which treatment is provided.

"Site" means any web site developed and made available to Subscriber by SnAPPnet.

"Software" means (i) the object code version of SnAPPnet, Inc.'s software programs (SnAPPnet) and (ii) the object code version of any updates, modifications or revisions to such computer programs provided to Subscriber pursuant to the terms of this Agreement, all as unmodified by any party other than SnAPPnet. Unless expressly excluded, the term "Software" as used herein shall include the Documentation.

"Subscriber" means the physician or physician organization, management services organization, accounting firm, billing and collection organization, independent physician association, hospital, and/or any other individual or organization contracting with SnAPPnet, Inc. and/or using this Site.

"Term" has the meaning given to that term in Section 11.1.

"Trademarks" means all then-current names, marks and designations used by SnAPPnet, Inc. SnAPPnet, Inc. trademarks may change and increase in number over time as so directed by SnAPPnet, Inc. Currently SnAPPnet, Inc. trademarks include, but are not limited to: "SnAPPnet".

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2. RIGHTS GRANTED TO SUBSCRIBER.

2.1 Grant to Subscriber. Subject to all the terms and conditions of this Agreement and the limitations set forth below, SnAPPnet, Inc. hereby grants and Subscriber hereby accepts as of the Effective Date, a personal, non-transferable, non-exclusive right to utilize the Products for productive use only.

2.2 Title and Ownership. Subscriber hereby acknowledges that all right, title and interest in and to the Products shall at all times remain that of SnAPPnet, Inc., including all rights in the nature of copyright, patent, trade-secret and other intellectual property and proprietary rights with respect to the Products. Subscriber shall have no right, title, or interest in the Products, and Subscriber is not authorized to grant any right or license or assign, sublease, loan or transfer any interest therein with respect thereto except as expressly set forth in, and permitted under, this Agreement.

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3. SUBSCRIBER'S OBLIGATIONS GENERALLY.

3.1 Use of the Products. Subscriber shall utilize the Products solely in accordance with this Agreement. The parties to each Subscription Agreement shall be SnAPPnet, Inc. and Subscriber. SnAPPnet, Inc. shall have the right to reconfigure, add to or discontinue any of the Products, but only upon thirty (30) days prior written notice to Subscriber.

3.2 Copying / Reverse Engineering. Subscriber agrees not to (i) disassemble, de-compile or otherwise reverse engineer Software or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Software, (ii) alter or modify Software or any technical Documentation, (iii) attempt to disable any security devices or codes incorporated in Software, (iv) take any action contrary to the License and Subscription Agreement, or (v) allow or assist any other person or entity to do any of the foregoing.

3.3 Third Party Infringement. Subscriber shall not grant or transfer any right to any of the intellectual property or proprietary rights relating to the Products or to SnAPPnet, Inc.. Subscriber shall notify SnAPPnet, Inc. promptly of any infringement of any copyrights, Trademarks, or other intellectual property or proprietary rights relating to any product, service, or software provided by SnAPPnet, Inc. SnAPPnet, Inc. may, in its sole discretion, take or not take whatever action it believes is appropriate in connection with any such infringement. If SnAPPnet, Inc. elects to take any such action, Subscriber agrees to reasonably cooperate, at no expense to Subscriber, in connection therewith. If SnAPPnet, Inc. initiates and prosecutes any action with respect to infringement of any copyrights, Trademarks, or other proprietary rights relating to any product, service, or software, SnAPPnet, Inc. shall be entitled to retain all amounts (including court costs and attorneys' fees) awarded by way of judgment, settlement, or compromise with respect thereto.

3.4 Compliance. Subscriber shall ascertain and comply with all applicable state, federal and local laws and regulations and standards of industry or professional conduct, including, without limitation, those applicable to product claims, labeling, approvals, registrations and notifications, the Internet, the Internet Assigned Numbers Authority and Internet community standards.

3.5 Security. SnAPPnet, Inc. may provide information regarding data back-up, procedures and security as reasonably requested by Subscriber from time to time.

3.6 Advertising and Promotion. Subscriber grants to SnAPPnet, Inc. permission to refer to Subscriber or otherwise identify Subscriber as a subscriber of its Products in the SnAPPnet Web site and in any advertising or promotional materials.



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4. PRICES, PAYMENTS, AND PAYMENT TERMS.

4.1 Subscriber Prices. SnAPPnet, Inc. shall offer the Products to Subscriber in accordance with the fee schedule mutually agreed upon between SnAPPnet, Inc. and Subscriber (the "Subscriber Fee Schedule"). By using a Service, you agree to be responsible for all applicable fees-if you do not agree to such fees, do not use the Service. We may adjust any fees at any time during the term of this Agreement by providing 30 days prior notice of the adjustment on the Site. You agree to be responsible for all fees incurred through your use of this Site. We will invoice you and/or your Subscriber or your specified billing entity for all fees and charges that you incur; all invoices are due and payable within 30 days from the date of invoice. Late payments will be subject to a late fee equal to 1.5% per month on the overdue amount or the maximum legal rate, whichever is less.

4.2 Subscriber Payments. As full consideration for its services hereunder, Subscriber shall pay to SnAPPnet, Inc. all fees as set forth on the Subscriber Fee Schedule for the Products (the "Subscription Fee"). All fees payable to SnAPPnet, Inc. by Subscriber shall be paid in accordance with the Subscriber Fee Schedule. In the event SnAPPnet, Inc. collects payment through an attorney, Subscriber agrees to pay fifteen percent (15%) of the amount due as the cost of collection, such cost acknowledged and agreed by Subscriber to be reasonable under the circumstances.



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5. USER ID AND PASSWORDS.

SnAPPnet uses two-factor authentication for Site access and thus requires each Subscriber to have a User ID and Password to access and use the Site. SnAPPnet, Inc. and/or third parties may also, from time to time, provide Subscriber with additional codes or passwords necessary to perform certain transactions available through the Site. Your User ID, Password, and any additional codes or passwords are collectively referred to herein as "IDs". Subscriber IDs are intended to be personal and confidential to Subscriber. Subscriber agrees to not allow another person to use Subscriber IDs to access and use the Site.

Subscriber is responsible for maintaining the strict confidentiality of IDs and for any charges, damages, or losses incurred or suffered as a result of Subscriber's failure to do so. SnAPPnet, Inc. is not liable for any harm caused by or related to the theft of Subscriber IDs, Subscriber's disclosure of Subscriber IDs, or Subscriber's authorization to allow another person to access and use the Site using Subscriber's IDs. Subscriber agrees to immediately notify SnAPPnet, Inc. if Subscriber becomes aware of any unauthorized use of IDs or other need to deactivate an ID due to security concerns.

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6. INITIAL SET-UP, TRAINING AND ON-GOING SUPPORT.

SnAPPnet, Inc. shall be solely responsible for providing Subscribers with set-up, training, maintenance and technical integration support with respect to the Products. Subscriber shall notify SnAPPnet, Inc. as soon as possible, and within no more than twenty-four (24) hours or one (1) business day, whichever period is longer, of any request for support or assistance with respect to the Products that Subscriber is unable to resolve.

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7. PROTECTION OF PROPRIETARY RIGHTS.

7.1 Acknowledgment of Proprietary Materials. Subscriber hereby acknowledges that the Products, Software, and Documentation are protected by the copyright laws of the United States and other countries and embody valuable confidential information and trade secrets of SnAPPnet, Inc., the development of which required the expenditure of considerable time and money by SnAPPnet, Inc.

7.2 Proprietary Markings. Subscriber hereby agrees to ensure that all copyright, trademark and other proprietary notices of SnAPPnet, Inc. affixed to or displayed its Web site, the Products and documentation will not be removed, obscured or modified by Subscriber.

7.3 SnAPPnet, Inc. Trademarks. Subscriber acknowledges that SnAPPnet, Inc. is the owner of all right, title and interest in and to all current and future Trademarks, together with any new or revised names, designs or designations that SnAPPnet, Inc. may adopt to identify it or the Product during the Term, and Subscriber agrees not to adopt or use, assign, transfer or convey any of such Trademarks in any manner whatsoever except as expressly provided in this Agreement.



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8. WARRANTY.

8.1 Limited Warranty of Performance. SnAPPnet, Inc. warrants to Subscriber that the Products will perform substantially as represented in the accompanying materials.

8.2 Exclusive Remedy. SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY WARRANTY CLAIM, THAT THE PRODUCTS SUPPLIED BY SnAPPnet, Inc. HEREUNDER WHICH DO NOT COMPLY WITH THE WARRANTIES SET FORTH IN SECTION 8.1, IF VERIFIED, IS EXPRESSLY LIMITED TO SnAPPnet, Inc.'s REASONABLE EFFORTS TO CORRECT DEFECTIVE PRODUCTS AT SnAPPnet, Inc.'s EXPENSE.

8.3 Disclaimer. THE SITE IS PROVIDED TO SUBSCRIBER ON AN "AS IS, WITH ALL FAULTS" BASIS, AND SUBSCRIBER'S USE THEREOF IS AT SUBSCRIBER'S OWN RISK. SnAPPnet, Inc. MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. SnAPPnet, Inc. MAKES NO REPRESENTATION OR WARRANTY THAT ANY CONTENT IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. SnAPPnet, Inc. ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT SUBSCRIBER'S ACCESS TO AND USE OF THE SITE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS COMPLETELY SECURE. SUBSCRIBER'S ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS SUBSCRIBER BELIEVES NECESSARY OR ADVISABLE TO PROTECT SUBSCRIBER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF SUBSCRIBER'S USE OF THE SITE. WHEN USING THE SITE, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF SnAPPnet, Inc. AND ITS SUPPLIERS. ACCORDINGLY, SnAPPnet, Inc. ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SITE. Some jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply to Subscriber. Subscriber may have other rights from jurisdiction to jurisdiction.



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9. LIMITATION OF LIABILITY; INJUNCTIVE RELIEF.

9.1 No Consequential Damages; Limitation of Liability. IN NO EVENT SHALL SnAPPnet, Inc. BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY FOR LOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 BELOW, THE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY SUBSCRIBER TO SnAPPnet, Inc. FOR A PERIOD OF FOUR (4) MONTHS IMMEDIATELY PRECEDING AN ACTION GIVING RISE TO SUCH CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER THE TERMINATION OF THIS AGREEMENT OR THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION, WHICHEVER IS EARLIER.

9.2 Injunctive Relief. Subscriber acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or Confidential Information of SnAPPnet, Inc. will cause SnAPPnet, Inc. irreparable injury for which there are inadequate remedies at law, and therefore SnAPPnet, Inc. will be entitled to injunctive relief in addition to all other remedies provided by this Agreement or available at law.



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10. MAINTENANCE OF RECORDS.

You agree to retain records relative to your use of the Subscription Services in accordance with all applicable laws and sound business practices and to allow our access to such records as is reasonably necessary to ensure your compliance with this Agreement and applicable law during normal business hours upon reasonable advance prior notice. We are only a service provider, not a system of record. Therefore, we are not responsible to store or back-up Data or other health information as otherwise required by law for systems of record.

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11. ASSIGNMENT.

SnAPPnet, Inc. may assign this Agreement, in whole or in part, in our sole discretion. Subscriber may not assign any rights under this Agreement without our prior written permission. Any attempt by Subscriber to assign any rights under this Agreement without the express written consent of SnAPPnet, Inc. shall be void. The waiver by SnAPPnet, Inc. of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

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12. TERM OF AGREEMENT; TERMINATION.

12.1 Term. This Agreement shall become effective immediately upon acceptance of these Terms of Use, and shall remain effective until terminated by either party as provided herein. Terms for the use of specific Products may be further defined in the Exhibits. Upon the expiration of such term (or any renewal term), this Agreement shall automatically renew for the same term as the initial Agreement unless either party notifies the other party at least sixty (60) days prior to the applicable renewal date of its intention to not renew the Agreement (the initial term and any renewal term shall be collectively referred to as the "Term").

12.2 Events of Termination. Default. Either party may terminate this Agreement if the other party commits a material breach of any of the material terms or provisions of this Agreement and does not cure such breach within thirty (30) days after receipt of written notice given by the other party. Notwithstanding the foregoing, SnAPPnet, Inc. may immediately terminate this Agreement in the event Subscriber breaches its obligations under Section 2.2, 3.2, or 7.3.

12.3 Rights Upon Termination. Upon termination of this Agreement by expiration of the Term or otherwise, all further rights and obligations of the parties shall cease, except that the parties shall not be relieved of (i) their respective obligations to pay any moneys due or which become due as of or subsequent to the date of termination, and (ii) any other respective obligations under Sections, 3.2, 3.3, 7.1, 7.3, 8.2, 8.3, 9.1, 9.2, and 13. Without limiting the foregoing, upon termination of this Agreement, all licenses granted to Subscriber hereunder shall terminate and each party shall remove any links from its Web site to the other party's Web site.



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13. MISCELLANEOUS.

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all previous negotiations, agreements and commitments with respect thereto, and shall not be released, discharged, changed or modified in any manner except by instruments signed by duly authorized officers or representatives of each of the parties hereto.

13.2 Applicable Law. Any claim or controversy relating in any way to this Agreement shall be governed and interpreted exclusively in accordance with the laws of the State of California and the United States. Any mediation under Section 18.4(c) below shall be conducted in Orange County, California. In addition, SnAPPnet, Inc. and Subscriber acknowledge and agree that the courts located in such county shall have exclusive jurisdiction in any action or proceedings with respect to this Agreement, including the federal district courts located in such county.

13.3 Dispute Resolution. All Disputes arising in connection with this Agreement shall be resolved as follows:

     (a) General Intent. SnAPPnet, Inc. and Subscriber intend that all problems and disputes relating to this Agreement or arising from the transactions contemplated hereby ("Disputes") shall be resolved through the procedures of this Section 18.4; provided, however, that neither party shall be under any obligation to proceed in accordance with this Section 13.3 with respect to Disputes concerning any alleged breach of Section 3.2, 7.1, 7.2, 7.3 or of this Agreement, as to which a party may take any legal action in a court of law or equity (without the necessity of posting any bond) to assert or enforce a claim that it has against the other party under this Agreement. The procedures in this Section 13.3 shall not replace or supersede any other remedy to which a party is entitled under this Agreement or under applicable law.

     (b) Mediation. If a Dispute cannot be resolved through informal negotiations between officers of SnAPPnet, Inc. and Subscriber, the Dispute shall be submitted to mediation by written notice of the party seeking mediation to the other party. In the mediation process, SnAPPnet, Inc. and Subscriber shall attempt in good faith to resolve their differences voluntarily with the aid of an impartial mediator, who will attempt to facilitate negotiations. The mediator shall be selected by mutual agreement of SnAPPnet, Inc. and Subscriber. If SnAPPnet, Inc. and Subscriber cannot agree on a mediator, the American Arbitration Association or JAMS/Endispute shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. The mediation shall be confidential, and the mediator may not testify for either party in any later proceeding relating to the Dispute. Each party shall bear its own costs in the mediation. The fees and expenses of the mediator shall be shared equally by the parties.

     (c) Court Actions. If SnAPPnet, Inc. and Subscriber cannot resolve a Dispute through mediation pursuant to Section 13.3(b) above, either party may seek further redress by taking legal action in a court of law or equity to assert or enforce a claim that it has against the other party under this Agreement.

13.4 Statute of Limitations. Any action by the Subscriber for breach of the terms and conditions of this Agreement must be commenced within one (1) year after the cause of action has accrued.

13.5 Modification. SnAPPnet, Inc. may revise this Agreement or this Site at any time in our sole discretion without notice. An amended form of Agreement will be effectively immediately upon its posting on this Site. Subscriber is responsible for reviewing the most current form of this Agreement before using this Site to ensure that Subscriber agrees to any revisions to this Agreement. If at any time Subscriber does not agree to any revisions SnAPPnet, Inc. makes to this Agreement or this Site, Subscriber should immediately stop accessing or using this Site in any manner whatsoever. Subscriber's continued use of this Site means that Subscriber accepts those revisions. Subscriber agrees that these standards for notice and acceptance of amendments to this Agreement and this Site are reasonable.

13.6 Contact Information. If you have any questions about these Terms, or if you would like to request permission to use these Products, please contact SnAPPnet, Inc. at (800) 738-0719.

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