Please read the following sections carefully, as they contain the terms of use and conditions (the “Terms & Conditions”) that will govern the use of the docXchange app (the “App”).  Additionally, you (herein, “you” or the “User”) should review the Privacy Policy for the App (the “Privacy Policy”).  Inquiries or concerns regarding this these Terms & Conditions may be sent via e-mail to docxchange@coxhealth.com.

It is the User’s responsibility to carefully read these Terms & Conditions before using the App.  The User’s use of the App is contingent upon the User’s acceptance of the App’s Privacy Policy and the following Terms & Conditions (collectively the “App Policies”).  Use of the App will be considered acceptance of the App Policies.  If the User does not agree to the App Policies, then the User may not use the App.  Please note that Company (as defined below) has the right to modify the App Policies at any time without notice and, thus, the User should review them periodically. 

1. TERMS OF AGREEMENT.  These Terms & Conditions constitute a legally binding agreement between the User and CoxHealth (“Company”).  Company has the right to modify these Terms & Conditions at any time.  Every time the User uses the App, the User is agreeing to the then-current Terms & Conditions.  Changes in these Terms & Conditions may be posted, without other written, verbal, or electronic communication and will be effective immediately after they are posted.  Use of the App will be considered acceptance of the App Policies.
   
   
2. USER REGISTRATION.  You will be required to register in order to use the App.  You will choose a password through the App’s registration process.  You are responsible for keeping your password confidential.  You are responsible for all activities (whether by you or by others) that occur under your password and account.  You agree to notify us immediately of any unauthorized uses of your account or any other breach of security.  Company cannot and will not be liable for any loss or damage arising from your failure to keep your account information protected.
   
   By registering for the App, you assert that your information is true and accurate to the best of your knowledge.  You agree not to submit false information such as name, address, and or telephone number when registering on the App.  By registering for the App, you consent to receive periodic communication from Company by e-mail regarding the status of your account or other information associated with your account or the services provided.  For more information in how Company may use the information you provide during registration or otherwise provide to Company, please see the Privacy Policy.
   
   
3. INTELLECTUAL PROPERTY RIGHTS.
   
   1. Company Limited License to You.  The App and all materials available on it are the property of Company or its licensors and are protected by copyright, trademark and other intellectual property laws.  Company provides the App solely for personal, non-commercial use.  You may not use the contents of the App in any manner or for any purpose that would constitute infringement of Company’s or its licensors’ intellectual property rights.
   2. Your License to Company.  By posting or submitting any material (including, without limitation, text or comments) to Company via the App or otherwise, you are representing that the information or material is truthful, that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material.  You grant us, or anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display the material in whole or in part.
      
      
4. FEDERAL AND STATE LAWS.  When using the App or in any other media selected by Company, the User must obey all applicable federal, state, and local laws. The App was created and will be operated from the United States. Any use of this App that violates any applicable laws will be grounds for discontinuing the User’s rights to access the App.
   
   
5. PROHIBITED ACTIVITIES.  The following activities are expressly prohibited from the App:
   1. Engaging in activity that compromises the App.  Such activity may include, but is not limited to hacking, IP attacks, worms, viruses, spamming, phishing, cancel bots, Trojan horses, and mail bombing or crashing.
   2. Engaging in any activity designed to impede the use of the App by other users, including overloading and flooding.
   3. Framing or deep linking into the App.
   4. Accessing the App by means of automated process, spiders, bots or similar device.
      
      
6. USER SUSPENSION AND/OR TERMINATION.  Company may cancel or terminate the User’s right to access or use any part of the App at any time without notice.  In addition, Company may, in its sole discretion, remove any post or comment for any reason.  The User agrees that breach of any of the terms in the Terms & Conditions may result in the immediate termination of the User’s account and/or give rise to civil action against the User.  The disclaimers herein and all restrictions on the User regarding information downloaded or obtained from the App shall survive any cancellation or termination of the User’s right to use the App.
   
   
7. THIRD PARTY LISTINGS.  The listing of any third party professional or other goods or services provider on the App is provided solely as a convenience for the User.  Company listing of any third party does not create a partnership or affiliation with the third party.  Company listing of any third parties does not constitute sponsorship or endorsement of these professionals or service providers.  The User shall make a competent consumer decision before employing the services of any listed third party professional or service provider.  The User bears all risk associated with the employing of any third party and obtaining their goods or services.
   
   
8. DISCLAIMER OF WARRANTY.  THE INFORMATION AND SERVICES OFFERED ON OR THROUGH THE APP AND ANY REFERENCED THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  THIS INCLUDES ANY LISTING OF ANY THIRD PARTY GOODS OR SERVICE PROVIDER INCLUDED IN THE APP.  ANY THIRD PARTY GOODS OR SERVICE PROVIDER IS SUPPLIED AS A CONVENIENCE TO THE USER AND LISTING DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT.  COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
   
   COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP, MATERIAL ON THE APP IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
   
   
9. LIMITATION OF LIABILITY.  THE LIABILITY OF COMPANY, ITS AGENTS, EMPLOYEES, SUBCONTRACTORS AND SUPPLIERS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF THE USER’S USE OF THE APP, OR THE RENDITION OF SERVICES OBTAINED THROUGH THE APP, IF ANY, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF ONE HUNDRED AND 00/100 DOLLARS ($100.00) OR THE AMOUNT USER HAS PAID COMPANY FOR USER’S USE OF THE APP IN THE PAST TWELVE MONTHS.
   
   IN NO EVENT WILL COMPANY BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE APP, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON the User’s INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF COMPANY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   
10. USER INDEMNIFICATION.  You agree to indemnify Company and its affiliates, employees, agents, representatives and third party service providers and you agree to defend and hold each of them harmless, from any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from any of your acts through the use of the App.  Such acts may include but are not limited to: submissions, unauthorized use of material obtained through the App or breach of these Terms & Conditions. 
    
    
11. COPYRIGHT COMPLAINTS.  Company respects the intellectual property of others.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company with the following information.
    1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    2. Description of the copyrighted work that you claim has been infringed;
    3. The location of the material that you claim is infringing is located on the App;
    4. Your address, telephone number, and e-mail address;
    5. A statement that your claim of infringement is based on a good faith belief; and
    6. A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
       
       Notice of claims of copyright infringement on the App can be sent via e-mail to docxchange@coxhealth.com.
       
       
12. MISCELLANEOUS.
    1. Severability. If any term or provision in these Terms & Conditions is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable.  If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms & Conditions in its entirety, and the remainder of these Terms & Conditions shall survive with the said offending provision eliminated.
    2. App Availability. Because public networks, such as the internet, occasionally experience disruptions, Company cannot guarantee the App will be available 100% of the time. Although Company strives to provide the most reliable app possible, interruptions and delays in accessing the App are unavoidable and Company disclaims any liability for damages resulting from such problems.
    3. Typographical Errors. Information on the App may contain technical inaccuracies or typographical errors.  Company attempts to make the App’s postings as accurate as possible, but Company does not warrant the content of the App is accurate, complete, reliable, current, or error-free. 
    4. Headings. Section headings are for convenience of reference only and shall not affect the interpretation of the Terms & Conditions.
       
       
13. CONTROLLING LAW AND VENUE.  It is understood and agreed that all the construction and interpretation of the Terms & Conditions and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Missouri, without giving effect to the conflict of laws provisions thereof.  The parties agree that any action brought to enforce or relating to the Terms & Conditions or arising out of the relationship between the parties shall be brought solely in the state or federal courts sitting in Greene County, Missouri.  The parties expressly and irrevocably submit to the jurisdiction of said courts and waive any objection they may otherwise have had to venue and the convenience of the forum.