DELPHIIS™ APPLICATION TERMS OF USE

AGREEMENT BETWEEN USER AND AUXILIO, INC.
Version: 1.6

Date: March 19, 2015

This document presents the conditions of your association with Auxilio Inc., the owner of Delphiis™ IT Risk Manager. The conditions below describe how Auxilio provides its “services” at www.apps.delphiis.com (“WebSite”) for its Users (“Users”). By using the WebSite and/or its Services each User agrees to and is bound by this Agreement. Users who do not agree with this agreement should not access or use the WebSite or its Services.

MODIFICATION OF THESE TERMS OF USE

Auxilio reserves the right to change the terms, conditions, and notices under which the WebSite is offered, including but not limited to the charges associated with the use of the WebSite at any time. If Auxilio changes the terms of this agreement, or any of its services, an updated set of terms and conditions will be developed and published on the Website. If a user does not agree with any modifications to updated terms and conditions, they agree to cease using the WebSite and its services.

REGISTRATION

User warrants that they shall register for an account with the WebSite before using any services and that the information provided by the user during the registration process is complete and accurate. User shall keep this information current and acknowledges that the user is responsible for all of the use associated with this account, including protection of credential information to access the account, or any other associated activities. User also acknowledges that they shall only register for an account or use services on the WebSite if permissible under the laws within the United States, the state of California, or within the country of origin of the User.

PAYMENT FOR SERVICES

Services to the WebSite are offered on a subscription basis. User is required to pay all fees, as well as, any applicable taxes. Auxilio may change fees for services at any time, as long as such a change becomes effective upon a new User Subscription period. Subscription membership for services is on a continuous basis and will automatically renew unless cancelled by the User.

CONTENT

User acknowledges and agrees that all information and data transmitted to the WebSite are the sole responsibility of the user and not Auxilio. The User also acknowledges that information or data that is provided the site/ or services, is accurate to the best knowledge of the user. Auxilio may disable a User’s account and access to the WebSite and/or Services for non-compliance with any provision of this Agreement and may seek to recuperate any costs associated with such non-compliance.
Users shall not engage in excessive usage of the WebSite or the Services in a manner that disrupts the availability of the WebSite and the Services for other users. Further, users shall not attempt shall not attempt to damage, alter, or compromise the WebSite or its Services in any manner.

USE OF DATA
Information provided to the WebSite and/or its Services is kept in strict confidence and used in compliance with legal requirements. By using this WebSite, User acknowledges that any information submitted to the Website and/or its services will be used by Auxilio anonymously by aggregating information with information from other users. This aggregated data becomes the property of Auxilio and can be presented back to others users on the Website, or third parties, as a service from Auxilio.  More information on the Auxilio privacy policy can be found here.

TERMINATION
This Agreement shall become binding on the first use of the site or services on the WebSite, until terminated by either the User or Auxilio. User can cancel Services by sending an email to delphiis.support@auxilioinc.com. Auxilio may cancel User’s access to the WebSite or its services immediately by notice to User in the event that User breaches the terms under this Agreement.

Auxilio represents and warrants that it has the requisite right and legal authority to grant the service as contemplated by this Agreement. Auxilio makes no other warranty, express or implied, with respect to the service or any other confidential information and all other warranties, whether express or implied, are hereby disclaimed, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. Auxilio sole liability for breach of the representation above, and users sole remedy, shall be that Auxilio shall indemnify and hold user harmless from and against any loss, suit, damage, claim, or defense arising out of breach of the representation and warranty, including reasonable attorney’s fees.

GOVERNING LAW

This Agreement is to be governed by, construed and enforced according to the laws of the State of California.

NO ASSIGNMENT

Recipient may not assign this Agreement without the prior written consent of Auxilio. This Agreement shall be binding upon and inured to the benefit of the parties and their respective administrators, successors and assigns.

HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

 

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the WebSite, you warrant to Auxilio that you will not use the WebSite for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the WebSite in any manner which could damage, disable, overburden, or impair the WebSite or interfere with any other party’s use and enjoyment of the WebSite. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

USE OF COMMUNICATION SERVICES

The app.delphiis.com WebSite may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  1. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  2. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  3. Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
  4. Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
  5. Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  6. Conduct or forward surveys, contests, pyramid schemes or chain letters.
  7. Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  8. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  9. Restrict or inhibit any other user from using and enjoying the Communication Services.
  10. Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  11. Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  12. Violate any applicable laws or regulations.

Auxilio has no obligation to monitor the Communication Services. However, Auxilio reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Auxilio reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Auxilio reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Auxilio’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Auxilio does not control or endorse the content, messages or information found in any Communication Service and, therefore, Auxilio specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Auxilio spokespersons, and their views do not necessarily reflect those of Auxilio.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

ARBITRATION

Auxilio and User agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the city where the Developer’s headquarters are located, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrators expenses and administrative fees of arbitration. Attorney Fees can be later granted at the discretion of the arbitrators.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. DELPHIISAND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
AAUXILIO AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. AUXILIO AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DELPHIIS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE DELPHIIS WEB SITE, WITH THE DELAY OR INABILITY TO USE THE WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DELPHIIS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE

WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.
SERVICE CONTACT: delphiis.support@auxilioinc.com

COPYRIGHT AND TRADEMARK NOTICES:
All contents of the apps.delphiis.com Web Site are: and/or its suppliers. All rights reserved.

TRADEMARKS
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.