Terms & Conditions

For purposes of these Terms and Conditions, the organization on behalf of whom the referral services are requested is referred to herein as the 鈥�颁濒颈别苍迟鈥� and 911吃瓜 and its affiliates is referred to as 鈥�911吃瓜.鈥� These Terms and Conditions are effective as of the date accepted by Client (鈥�Effective Date鈥�). 911吃瓜 and Client are each referred to herein as a 鈥�Party鈥� and collectively, the 鈥�Parties.鈥�

I. Services and Fees:

1.01 Client desires to access and purchase 911吃瓜鈥檚 referral services described at , and as selected by Client (the 鈥�Services鈥�), at 911吃瓜鈥檚 standard rates and fees, as invoiced by 911吃瓜 (the 鈥�Service Fees鈥�).

1.02 911吃瓜 agrees to provide the Services to Client. Client agrees to pay 911吃瓜 the Services Fees. 911吃瓜 and Client will work collaboratively to ensure Services are of the utmost quality and value. Client shall pay 911吃瓜 within thirty (30) days of receipt of 911吃瓜鈥檚 invoice. If Client pays 911吃瓜 more than thirty (30) days after the invoice date, a late fee of 1.25% per month (15% annually), or the maximum allowable by the laws of the state of Illinois, whichever is less, will be payable by client.

1.03 Client acknowledges and agrees that, except for any warranties expressly set forth herein, 911吃瓜 makes no warranties or guarantees with respect to the Services, whether express, oral, implied or statutory. 911吃瓜 hereby specifically disclaims all implied warranties or warranties otherwise arising by operation of law, including the implied warranties of merchantability, non-infringement, and fitness for a particular purpose. 911吃瓜 makes no warranty regarding uninterrupted or error free operation of the Services.

II. Term and Termination: These Terms and Conditions shall continue in effect from the Effective Date until all selected Services are completed and all Services Fees are paid full. All unpaid Service Fees shall become immediately due and payable upon completion of Services.

III. Client Duties and Obligations:

3.01 Client shall not decompile, disassemble, or reverse engineer any part of the Services without express written consent of 911吃瓜. Client acknowledges that such services are 911吃瓜 proprietary information.

3.02 Client will comply with all local, state and federal laws and regulations applicable to the Services.

IV. 911吃瓜 Duties and Obligations:

4.01 911吃瓜 will comply with all local, state and federal laws and regulations applicable to the Services including, without limitation, HIPAA and other state and/or federal privacy or security laws to the extent applicable to Services.

4.02 911吃瓜 will take reasonable steps to maintain the security of protected health information disclosed by Client, including, where necessary, execution of appropriate agreements with any third parties to which 911吃瓜 intends to share such information.

4.03 911吃瓜 will provide reports upon Client鈥檚 reasonable request detailing the status and/or results of Services.

V. Limitation of Liability:

5.01 Disclaimer of Certain Types of Liability. Neither Party, including each of its respective officers, directors, shareholders, members, employees, agents and representatives, shall be liable for any consequential, special, indirect, incidental, liquidated, punitive, aggravated or exemplary losses, damages or expenses (including lost data, lost profits and opportunity costs), whether arising in contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise, and even if advised of the likelihood of such damages.

5.02 LIMITATION ON MAXIMUM LIABILITY. EXCEPT FOR A PARTY鈥橲 OBLIGATIONS TO PAY SERVICE FEES, VIOLATIONS OF APPLICABLE law, LIABILITY ARISING FROM FRAUDULENT ACTS OR OMISSIONS, OR INTENTIONAL OR WILLFUL MISCONDUCT, A PARTY鈥橲 TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO ITS OBLIGATIONS UNDER these terms and conditions OR ITS TERMINATION (WHETHER IN CONTRACT, TORT, EQUITY OR OTHER THEORY OF LIABILITY) SHALL IN NO EVENT EXCEED THE AMOUNTS PAID FOR THE APPLICABLE SERVICES GIVING RISE TO SUCH LIABILITY.

VI. Miscellaneous: The individual accepting these Terms and Conditions represents and warrants that they have full right and authority to bind the Client to the Terms and Conditions. These Terms and Conditions and the Services shall be governed by the internal laws of the state of Delaware. 911吃瓜 and Client are independent contractors. Neither Party may assign these Terms & Conditions without the written consent of the other Party.