Terms and Conditions

  1. Definitions

    Controlling Authority is someone who has legal authority to sign agreements for Organization and who has been identified as such in a registration process.

    Contractor Administrator is someone designated by a Controlling Authority to set up and to maintain Users and has been identified as such in a registration process.

    A User is a person who has registered to use the Site and that you have authorized to access or use the Services.

  2. Use We permit your access to and use of the Services solely for your internal use and benefit; any other access or use is strictly prohibited.

  3. User Access The Services will be accessible only to Users. You must register each User through the on-line registration process or other process established by Avidity HCS, Inc. In addition, each User must execute an on-line Confidentiality \ Agreement and an on-line Security Agreement ("User Agreements") before receiving access to the Services. You are responsible for all acts or omissions by Users, and for any liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims or demands of any kind or nature by or on behalf of any person, party or governmental authority incurred as a result thereof. A Contractor Administrator may disable access to the Services by a User at any time by revoking the User's access online or by an oral or written request to us. You must disable or request that we disable access to the Services by a User when you have security concerns, including but not limited to lost or stolen User ID and Password, disclosure of confidential information, or fraudulent activity. In addition, you must immediately disable the access of any terminated employee. If we at any time discover any error or omission in the information provided to Us, We may, at our option, terminate Organization's or any User's right to access and use the Site and the Services. Organization shall not use Avidity HCS, Inc.'s Site in a manner which may violate the laws and regulations of the United States or any other nation, or the laws and regulations of any state, city, province or other jurisdiction in any fashion and shall not transmit any information using the Site unless it has obtained proper consent from the subject of such information to so transfer the information. Avidity HCS, Inc. may deny your access to the Site in the event you breach this Agreement or at any time with or without cause. You are responsible for all acts or omissions by Your Users, and for any liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims or demands of any kind or nature by or on behalf of any person, party or governmental authority incurred by Us as a result of any User's use of the Site.

  4. Security We require each User to have unique information to identify him/her ("IDs") when accessing or using the Services. Currently this unique information is a User ID and Password and later may be a digital certificate. You are solely responsible for (1) maintaining the strict confidentiality of the IDs assigned to You and Your Users, (2) instructing Your Users to not allow another person to use their IDs to access the Site or the Services, and (3) any charges, damages, or losses that may be incurred or suffered as a result of Your or Your Users' failure to maintain the strict confidentiality of their IDs. If Organization becomes aware of or suspects fraudulent activity or any other activity that threatens the security of the Site, Organization must immediately report the activity to Avidity HCS, Inc.

  5. Intellectual Property Ownership You agree that We (or third parties providing contents or services for the Site) own all worldwide rights, titles and interests in and to the Site and all intellectual property rights therein. You may print a copy of the information contained on the Site for Your personal use, but you may not reproduce or distribute the text or graphics to others or substantially copy the information on your own server, or link to the Site, without prior written permission of Avidity HCS, Inc. All rights not expressly granted in this Agreement are reserved to us. No other rights or licenses are conveyed or intended by this Agreement.

  6. General Disclaimers THE SITE AND THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS, AND YOUR USE THEREOF IS AT YOUR OWN RISK. IN NO EVENT WILL AVIDITY HCS, INC. BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THE SITE, OR ANY OTHER HYPER-LINKED WEB SITE. THIS INCLUDES, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA ON YOUR EQUIPMENT, OR OTHER DAMAGES OF ANY NATURE, EVEN IF AVIDITY HCS, INC. IS EXPRESSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

  7. Indemnity You agree to defend, indemnify and hold Us harmless against any losses, expenses, costs or damages (including Our reasonable attorneys' fees, expert fees and other reasonable costs of litigation) arising from, incurred a result of, or in any manner related to (1) Your breach of the terms of this Agreement, (2) Your unauthorized or unlawful use of the Site or the Services, (3) the unauthorized or unlawful use of the Site or the Services by any other person using Your IDs, and (4) any breach or unauthorized use of this Site or the Services of any person or entity that You delegate functions or User access to with regard to this Site or the Services.

  8. Waiver It is understood and agreed that no failure or delay by the other party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or privilege hereunder.

  9. Delegation It is understood and agreed that any and all persons or entities that you delegate functions or User access to this Site or the Services shall execute a separate Organization Access Agreement with Avidity HCS, Inc. prior to access to the self-service Web site.

  10. Miscellaneous Avidity HCS, Inc. reserves the right to access, read, copy, delete and disclose information on Avidity HCS, Inc. systems and equipment. Avidity HCS, Inc. reserves the right to inspect any and all files stored on Avidity HCS, Inc. equipment.

  11. Governing Law/Venue This Agreement shall be governed by the laws of the State of Arizona, without regard to its conflicts of law provisions. Any dispute relating to this Agreement, the Site or the Services shall be brought only in a federal or state court sitting in Maricopa County, Arizona.