THIS SOFTWARE LICENSE AND SERVICE AGREEMENT ("Agreement") is made and entered into by and between AnoliCARE, Inc., a Florida Corporation ("Us") and the subscriber (“You”).
BY ACCEPTING THIS AGREEMENT YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITIY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITIY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITIY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent.
We agree to provide and You agree to purchase a limited non-exclusive license for Software owned by Us and also certain services in support of that license.
The term "Software" or "Software Program" means the MedWebProfile web based software program by anoliCARE, Inc., in object code form, together with its user manuals and any corrections, bug fixes, enhancements, updates and/or modifications, including custom modifications, to such software program and user manuals. The software supports personnel management, recruiting, online staff portal, staffing, reporting, credentialing, communications, agency management elements, tracking and may include other elements/features.
"Effective Date" means the date you accept this Software License and Service Agreement.
"Non-anoliCARE Applications" means online applications/software and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services.
"Purchased Services" means Services that You or Your Affiliates purchase from Us.
"Services" means the products and services that are ordered by You and made available by Us online via the customer login at https://YOURDOMAIN.medwebprofile.com/admin and/or other web pages designated by Us. "Services" exclude Non-anoliCARE applications/software.
"Users Guide" means the online user guide for the Services, as updated from time to time.
"Users" means individuals who are authorized by You to use the Services and have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
"We", "Us" or "Our" means AnoliCARE, Inc.
"You" or "Your" means the individual and/or company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
"Your Data" means all electronic data or information submitted by You to the Purchased Services.
2. PURCHASED SERVICES
2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. We agree to make correction of substantial defects in the current version of the Purchased Services within a reasonable time from the receipt of notice from You.
2.2. Hosted Services. We will host, on Our equipment or equipment leased or rented by Us, specific software applications for Your business. Software applications hosted by Us may be written, created, or modified by Us or Our contractors, or may be written by third parties unrelated to Us. We determine which applications will be run from and hosted on Our equipment.
2.3. User Subscriptions. Unless otherwise specified in writing, (i) Services are purchases as concurrent User subscriptions, (ii) additional concurrent User subscriptions may be purchased during the contract term, and (iii) the added User subscriptions shall terminate on the same date as the preexisting subscriptions.
2.4. Delivery. Purchased Services shall be delivered upon successful completion of registration process, accepting this Software License and Service Agreement and satisfactory completion of payment made by You to Us. We may conduct verification of Your credentials/licensure/legal status and may request additional information/documentation from You within 5 business days of Your subscription to Purchased Services. During this period, or upon review of additional information/documentation provided by, or if you do not provide requested information/documentation within reasonable time, We may terminate Services and refund you the full amount of payment made by You. You are solely responsible for any data conversion, data entry, and verification of data.
2.5 Training. We will provide, at no extra charge, initial end user training. Training sessions will be provided via online training. Onsite training may also be available for an additional fee in some locations. Your initial trainees will be key staff members that will assist in the implementation of Purchased Services. Any additional training requested in writing by You will be billable at the current applicable rate per hour, plus reasonable travel expenses, including but not limited to lodging and transportation expenses.
2.6 Support. We will provide live Telephone and Online support from 9:00 AM to 5:00 PM EST. We will respond to non-emergency Support calls from You within one-half business days. Emergency after-hours and holiday support is provided M - F, 5:00 PM - 9 PM EST, Saturday, Sunday, and holidays, 9:00 AM - 5:00 PM EST. Emergency Support is defined as Support needed when (i) there is limited or no access to login site, (ii) there is limited or no access to Purchased Services, (iii) there are substantial limits in functionality of the Purchased Services. If support is provided after hours or on weekends or holidays and is deemed a non-emergency, We, at our discretion, may charge You the standard after hours support charge, not to exceed $45/hour.
3. USE OF THE SERVICES
3.1. Our Responsibilities. We shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 24 hours notice) and which We shall schedule to the extent practicable during the weekend hours, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (c) provide the Purchased Services only in accordance with applicable laws and government regulations.
3.2 Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data unless requested by You, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, at Your request in connection with customer support matters.
3.3. Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services in accordance with applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, or (c) attempt to gain unauthorized access to the Services or their related systems or networks.
3.4. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space. We will promptly notify you of any known limitations and/or solutions (when available).
3.5. Data Retention. If you shall cancel your subscription and/or otherwise not make required payments to us for Purchased Services, the maximum amount of time that we will keep your data on our servers is one year. After that time, we may permanently delete your data.
4. NON-anoliCARE PROVIDERS
4.1. Acquisition of Non-anoliCARE Products and Services. We or third parties may from time to time make available to You third-party products or services. Any acquisition/utilization by You of such Non-anoliCARE products or services, and any exchange of data between You and any Non-anoliCARE provider, is solely between You and the applicable Non-anoliCARE provider. We do not warrant or support Non-anoliCARE products or services, except as specified on Contract.
4.2. Non-anoliCARE Applications and Your Data. If You install or enable Non-anoliCARE Applications for use with Services, You acknowledge that We may allow providers of those Non-anoliCARE Applications to access Your Data as required for the interoperation of such Non-anoliCARE Applications with Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-anoliCARE Application providers.
4.3 Integration with Non-anoliCARE Services. The Services may contain features designed to interoperate with Non-anoliCARE Applications (example: SMS texting, marketing materials/services). To use such features, You may be required to obtain access to such Non-anoliCARE Applications from their providers. If the provider of any such Non-anoliCARE Application ceases to make the Non-anoliCARE Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.
5. FEES AND PAYMENT FOR PURCHASED SERVICES
5.1. Fees. Except as otherwise specified, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the contract term.
5.2. Invoicing and Payment. You will provide Us with a valid and updated credit card or electronic check information. Unless otherwise stated, charges are due in advance, on the 1st of the month. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
5.3 Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
5.4 Suspension of Service. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may suspend Our services to You until such amounts are paid in full. We will give You at least 7 days prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending services to You.
5.5. Payment Disputes. We shall not exercise Our rights under section 5.3 (Overdue Charges) or 5.4 (Suspension of Service) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
5.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. PROPRIETARY RIGHTS
6.1. Reservation of Rights in Service. Subject to the limited rights expressly granted hereunder, We reserve all rights, title, interest in and to the Services, including all related intellectual property rights. No right are granted to You hereunder other than as expressly set forth.
6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame, or mirror any part or content of the Services, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions, or graphics of the service.
6.3. Your Data. Subject to the limited rights granted by You hereunder, We require no right, title or interest from You under this Agreement in or to Your Data.
6.4. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operating of the Services.
7.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Contracts, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
8. WARRANTIES AND DISCLAIMERS
8.1. Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide (if available), (iii) subject to Section 5.3 (Integration with Non-anoliCARE Services), the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (v) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.
8.2. Your Warranties. You warrant that (a) You have validly entered into this Agreement and have the legal power to do so, (b) You will not violate any part(s) of Fair Labor Standards Act or similar acts/laws/regulations.
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.4. Non-GA Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
9. LIMITATION OF LIABILITY
9.1. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).
9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. MUTUAL INDEMNIFICATION
10.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under "Our Warranties" above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
10.2. Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party (and/or naming Us as a party to such suit) for any claims related to Your practices, including but not limited to Fair Labor Standards Act, or, alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You do You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy. This Section 10 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.
11. TERM AND TERMINATION.
11.1. Term of Agreement. This Agreement commences on the date You accept it; runs for a period of 1 (one) month and automatically renews each month until canceled by either party. Either party may cancel this agreement, with or without cause upon giving the other party a 30 day notice.
11.2. Term of Purchased User Subscription. User subscriptions purchased by You commence immediately upon receipt of payment and acceptance of this agreement and shall automatically renew monthly.
11.3. Refund of Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
11.4. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10 (Mutual Indemnification), 11.4 (Refund or Payment upon Termination), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.
12. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
12.1. General. You are Contracting with AnoliCARE, Inc., a Florida Corporation.
12.2. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related and other notices to You shall be addressed to the contact name/address designated by You upon subscription or as updated by You.
Notices to Us:
38 John St.
Newton, MA 02459
800-205-9148 - Phone
12.3. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of FLORIDA. Venue for any action, suit or proceeding shall be in BROWARD COUNTY, FL.
12.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
13. GENERAL PROVISIONS
13.1. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us.
13.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
13.4. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
13.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
13.6. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement.
13.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Quotes, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Quote shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Quotes) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
13.9. Force Majeure. Neither party shall be in default hereunder by reason of its delay in the performance of, or failure to perform, any of its obligations hereunder, other than Licensee's obligations to make the fee payment to Licensor in accordance with the terms of this Agreement, if such delay or failure is caused by strikes, acts of God or the public enemy, riots, or without fault or negligence of the other party. During the pendency of such intervening event, each of the parties shall take all reasonable steps to furnish the services required hereunder by other means, and, in any event, shall, upon termination of such intervening event, forth with resume performance under this Agreement.
13.10. Access to Books. Documents and Records. In accordance with Title 42 of the United States Code, Section 1395 (x)(v)(1)(I), as amended, until the expiration of four (4) years after the termination of this Agreement, Licensor shall make available to the Secretary of the United States Department of Health and Human Services and the United States Comptroller General, and their duly authorized representatives, this Agreement and all material books, documents and records necessary to certify the nature and extent of the cost to Licensee for the services provided pursuant to this Agreement. Furthermore, Licensor shall assist and cooperate with state Medicaid agency in complying with the agency's access to records requirement pursuant to Title 45 of the Code of Federal regulations section 95.615 as amended. Notwithstanding the foregoing, nothing in this Agreement shall grant Licensee or any other entity or person the right to inspect any books, documents or records of Licensor's business.
13.11. HEADINGS. Headings are for convenience and do not affect the construction of this Agreement.
13.12. CONSTRUCTION. This Agreement shall be construed with no presumption requiring construction against the party causing this Agreement to be drafted.
13.13. LINKS. We do not warrant any external links. The inclusion of any link not related to purchased services, including but not limited to advertisements, does not imply endorsement by Us of such link and/or anything contained therein. You are advised to review the Terms and Conditions, including the Privacy Statement of any such external link prior to making use of it.