TERMS OF USE AGREEMENT

CCHS Express Service Portal is a service provided to Independent Service Providers of Cross Country Home Services, Inc. (CCHS) for their use and convenience only. These terms of use are in conjunction with and subordinate to the CCHS Independent Service Provider Agreement. By using CCHS Express Service Portal, you agree to this and the Terms of Use recited below.

Service Providers are defined for the purposes of these Terms of Use as those independent parties that have authorized access from Cross Country Home Services, Inc. to this portal.

CCHS Express Service Portal and the content therein is the copyrighted property of CCHS and no part thereof is to be copied, distributed, published nor made the source of any derivative work without the express written permission of CCHS.

Information on the CCHS Express Service Portal is confidential and the property of CCHS. No use by any Service Provider, except for the express purpose of performing transactions with CCHS using this portal is permitted.

Service Provider acknowledges that the information contained on the CCHS Express Service Portal (“Information”) is a special, valuable, and unique asset of CCHS. Service Provider agrees that it shall: (i) keep and maintain the such Information in strict confidence; (ii) only use the Information as authorized by CCHS; (iii) not use the Information for the benefit of any third party, or use the Information for Service Provider's own benefit; (iv) limit disclosure of Information to those employees, agents, and authorized representatives of Service Provider who need to know such information only to the extent necessary to perform transactions through this portal or as otherwise directed by CCHS; and (v) include, on any document, file (including electronic files) or visual presentation using or incorporating the Information, a legend clearly indicating that the Information is confidential and proprietary to CCHS and may not be disclosed. In the event that Service Provider discloses any Information to any person or entity, whether or not such disclosure is permitted under this Agreement, Service Provider shall be liable to CCHS for any failure by such person or entity to treat such Information in the same manner as Service Provider is obligated to treat such Information under the terms of these Terms of Use.

All Information disclosed by CCHS shall remain the property of CCHS. Nothing in this Agreement shall be construed as granting a license or copyright. The disclosure of Information shall likewise not be construed as any representation, warranty, assurance, guaranty, or inducement by CCHS to Service Provider with respect to the accuracy thereof or with respect to infringement of any patent or other proprietary right. No right or permission is granted in this Agreement to photograph or electronically record any aspect or portion of the Information. CCHS shall have the right to review Service Provider’s operations and procedures to ensure compliance with the foregoing requirements and if requested by CCHS, Service Provider shall make available audits, or other evaluations to assist CCHS in monitoring compliance with these Terms of Use.

Service Provider further acknowledges and consents that disclosure of such Information or any misuse thereof shall cause CCHS irreparable harm and shall entitle CCHS to equitable relief, including, but not limited to specific performance and injunctive relief. In addition, CCHS shall be entitled to recover its costs, expenses and reasonable attorney’s fees incurred in enforcing the terms and provisions of these Terms of Use.

WARRANTY
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CCHS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CCHS MAKES NO WARRANTY THAT (I) THIS SITE OR ANY SERVICE PROVIDED THEREON WILL BE PROVIDED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (II) THE SITE OR SERVICE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (III) THE SERVICE PROVIDED HEREON OR SITE WILL MEET YOUR REQUIREMENTS. CCHS MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO TRANSACTIONS MADE THROUGH THIS SITE OR ANY ACTIVITIES YOU, THE SERVICE PROVIDER MAY PERFORM HEREON. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES PROVIDED ON THIS SITE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR OTHER EVENT THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER LAW, CCHS WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING WITH RESPECT TO YOUR USE OF THE SITE OR THE SERVICES PROVIDED HEREON, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OR INABILITY TO USE THE SERVICES OR SITE, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iii) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE,(iv) LOSS OF DATA TRANSMITTED THROUGH THIS SITE AND ANY CONSEQUENTIAL DAMAGES RELATING TO SUCH LOSS OF DATA OR (v) ANY OTHER MATTER RELATING TO THE THIS SITE, PORTAL OR SERVICES PROVIDED HEREON. TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE REMEDIES SET FORTH IN THESE TERMS ARE YOUR SOLE AND EXCLUSIVE REMEDIES.

Service Provider agrees to use its best efforts to prevent the introduction of any virus, worm, Trojan horse or other disruptive code or software into this site and warrants that it has the necessary protection programs in place to prevent such introduction. Service Provider agrees to run anti-virus software before transmitting data to or through the site. Service Provider may use any commercially available, industry recognized anti-virus software of the type that detects and disinfects viruses , worms or other disruptive software, automatically without the need for the Service Provider to execute virus scanning for each file manually. Service Provider must update its anti-virus software on a regular basis and in no event less often than once each quarter. Access to the site may be denied by CCHS because access poses a security threat to the site.

Service Provider hereby submits to the exclusive jurisdiction and venue of the courts of the State of Florida, County of Broward and the federal courts of the United States of America located in the Southern District with respect to the interpretation and enforcement of the provisions of these Terms of Use and all transactions contemplated hereby and executed hereunder.

These Terms of Use can be modified only by CCHS from time to time in its sole discretion, without notice and without recourse of any kind.

2008, Cross Country Home Services, Inc. All rights Reserved.




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