WELCOME

Fair Technology, Inc. and its subsidiaries, affiliates, and related companies (collectively referred to herein as “Fair Technology”) promotes the flow of information between service agencies, health care professionals and users (collectively “Subscribers”) through a secure Internet-based exchange and provides Subscribers with access to the Florida Aging Information Resource (the “Service”).  This Provider Agreement includes the services of Fair Technology and it subsidiaries, affiliates and related companies, and the Florida Aging Information Resource database (collectively referred to herein as the “Site”) and is entered into between Fair Technology and you, as the organization, provider, provider group, agency, facility, corporation, company, partnership, trust, entity, or individual listing its health care professional service.  As part of the Service, Fair Technology will provide you with use of the Site, including a browser interface and data encryption, transmission, and access and storage. Through the Site, Subscribers can establish transactions and take part in an electronic marketplace devoted to the elder care industry. Fair Technology is not a party to transactions between Subscribers using the Site.  Your registration for, or use of, the Service or Site shall be deemed to be your agreement to abide by this Provider Agreement (hereinafter referred to as the “Agreement”), including any materials available on the Site incorporated by reference herein, including but not limited to Fair Technology privacy and security policies.

This Agreement is effective upon registration.  Fair Technology may amend this Agreement at any time without notice and any such amendment shall be effective immediately upon posting the amended terms on the Site.  By assenting to this Agreement, you agree to periodically review the Agreement and be bound by any modifications or amendments thereto.  Your use of the Site or Service shall constitute your acceptance of and agreement to be bound by the amended Agreement.

DISCLAIMER

THE SITE AND THE SERVICES ARE PROVIDED TO YOU "AS IS, WITH ALL FAULTS" AND “AS AVAILABLE”, AND YOUR USE OF THE SITE, THE SERIVICE, AND ANY PRODUCTS OR SERVICES MADE AVAILABLE USING THE SITE OR THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT WILL FAIR TECHNOLOGY 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 SERVICE, 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 FAIR TECHNOLOGY IS EXPRESSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. FAIR TECHNOLOGY EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (II) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE; AND (III) THE ACCURACY OF ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE SITE OR THE SERVICE. THE TOTAL AGGREGATE LIABILITY OF FAIR TECHNOLOGY FOR CLAIMS RELATED TO THIS AGREEMENT OR SUBJECT MATTER HEREOF, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID IN CONNECTION WITH THE TRANSACTION GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS OF LIABILTY SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INCLUSION & EXCLUSION POLICIES

Inclusion in the Florida Aging Information Resource ( F.A.I.R ) database means that the Area Agency on Aging staff and other healthcare & professional staff including Fair Technology can provide interested users with information regarding your organization's services. Equally, the user via personal searches on the web will be able to locate and select a product or service outside of specific agency interventions while often making a determination or selection often based upon the information you provide. Accuracy and Completeness are Important. Because this Site provides public access to seniors and their caregivers on a daily basis, it is necessary that we provide the most accurate and up to date information on your organization. Completion of the update requests we send you simply allow us to help both you and those whom you serve better access the right information based upon each users unique and specific needs at an individualized level. Failure to provide accurate and complete information or to respond to Fair Technology or its affiliated partners’ request(s) for updated or additional information, including without limitation, annual registration requiring accurate and complete information updates may result in your removal from the Site. 

Fair Technology will make every effort to provide our users with as many referrals as possible to meet our users’ needs so as not to overburden any one organization.Fair Technology is not responsible for the quality of service delivered by an organization to which the user is referred; nor do we recommend, endorse, or warrant an organization’s products or services. The specific terms and conditions of each transaction (such as pricing, warranties, delivery, etc.) are established between the organization and users; Fair Technology is not a party to any transaction between Subscribers using the Site.

All organizations under consideration must have a history of providing services for at least 6 months and are subject to the policy for included and excluded organizations described below. Any false claims to service or product costs, services offered or performed, licensing or payments may result in your removal from the Site.  Any information, graphics, audio, or content which Fair Technology deems inappropriate or in conflict with services or offerings within the nature and scope of Fair Technology or its affiliated parties business, may also result in your removal from the Site.

Fair Technology reserves the sole and exclusive right of final determination of the appropriateness of an organization for inclusion or exclusion in the Site.  Should your organization or service be deemed ineligible to be included or otherwise removed from the Site, Fair Technology may revoke your subscription and use of the Service and Site at any time and without refund.

ELIGIBLE TO BE INCLUDED

• Not-for-profit organizations which provide, coordinate and advocate for health and human services in Florida.
• Health and human service programs offered by state, county or municipal governments which have offices in or serve residents of Florida.
• Organizations, clubs/civic groups offering a service to the senior community at large, not restricting services to their own members that serves these areas.
• Agencies outside of Florida that meet a need for Florida residents and are available through toll free numbers.
• Registered Organizations that are not eligible for non- profit status, but provide health related services, accept Medicaid and/or Medicare, or have a sliding-scale fee including:
  • Not-for-profit organizations.
  • Registered Professional organizations that provide a public service.
  • Advocacy groups related to public health and senior service issues.
  • Community groups.
  • Self-help support groups.
  • Social or fraternal organizations that perform a community service.
  • Adult schools for special needs.
  • Professional and regulatory boards.
  • Specialized information and referral services.

All organizations considered under these criteria must be certified or licensed by the appropriate level(s) of government where provision for such certification or licensing exists; such organization must be licensed, certified or monitored by one or more agencies or entities listed below:

• The Florida Department of Health.
• The Florida Agency for Healthcare Administration.
• The State Unit on Aging (The Florida Department of Elder Affairs).
• Center for Medicare & Medicaid Services.
• The Florida Department of Professional Regulation.
• The Florida Division of Medical Quality Assurance.
• The Florida Department of Financial Services.
• The Florida Department of Law Enforcement.
• The Florida Bar.

These policies are intended to reduce the likelihood of consumer fraud and abuse by limiting inclusion to organizations with regulatory governance. Modifications or exceptions to such may be subject to review and mutual acceptance by Fair Technology and Fair Technology’s affiliated partners including but not limited to Area Agencies on Aging, The Department of Elder Affairs, Local Councils on Aging and other senior serving agencies.

NOT ELIGIBLE TO BE INCLUDED

• Commercial business establishments not described above.
• Agencies that violate federal, state or local laws or regulations.
• Agencies promoting or permitting racism or bigotry.
• Organizations (e.g., churches, social clubs) who limit their services only to their members and do not meet the criteria for inclusion listed above.
• Unlicensed services based out of the provider's home.

PROVIDER REGISTRATION

You as the registering agent of your organization represent and warrant that you have the authority to enter into and bind your organization to this Agreement and can form legally binding contracts under applicable laws.  You further agree to maintain your respective organizations profile by selecting all and only those applicable capabilities and attributes specific to the organization’s product, service or facility by completing the templates we will provide you from time to time.

MINIMUM REGISTRATION DATA

• Director/Owners name , Title and Phone Numbers
• Contact Name ,Phone, Fax and other applicable phone & Toll- Free Numbers
• Name of Alternate Contact Person(s) and Respective Titles.
• E-mail addresses , URL, and relative data
• Mailing and Physical Address including Zip Code
• Geographical Areas Served.
• Methods of Payment & Types of Insurance Accepted
• Business Hours and Days of Operation
• For or Not For Profit Status
• Licensing agency, License Type, Number(s), Effective Date and Expiration Date
• Primary Service Type & Other Services Provided.
• Languages Spoken.
• Capacity (such as number of beds, rooms ..)
• Narrative Description of your Service.
• Service Eligibility and Documentation Requirements.
• Handicapped Accessibility
• Ages or Target Group(s) served

CONFIDENTIALITY

By accepting this Agreement, you have accepted the terms and conditions of confidentiality, in your individual capacity and on behalf of your organization in your capacity as the registering agent thereof. You agree not to invade another Subscriber's privacy, including, but not limited to, the breach or attempted breach of the security of another's computer, website, or data. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.  Fair Technology’s "Confidential Information" shall include all information that is treated as confidential by Fair Technology and all information or data regarding Fair Technology, or accessed through Fair Technology's Site, Service, or other systems, whether printed, written, oral or electronically stored or reproduced and whether provided in response to specific inquiry or voluntarily provided, including but not limited to the identity of Fair Technology's customers, Fair Technology's methods of doing business, and financial information regarding Fair Technology's customer contracts, both detailed information and the basic nature of the information, is confidential, and that both parties intend that such information remain confidential.  Confidential Information shall not include any information that: (i) is known to the party receiving such information at the time of disclosure; (ii) is or becomes generally known to the public other than through a breach of this Agreement; (iii) is independently developed by the party receiving such information without reliance on or use of such information; or (iv) is rightfully provided to the party receiving such information by a third party not subject to an obligation of confidentiality. You shall take commercially reasonable precautions to safeguard the Confidential Information and shall not use or disclose such Confidential Information except as may be provided in this Agreement.  You may disclose Confidential Information to your employees, contractors, and agents who have a need to know such information in connection with the Service, provided that each such employee, contractor or agent has agreed to be bound by confidentiality obligations contained in this Agreement.  You acknowledge that any unauthorized use or disclosure of Confidential Information may cause irreparable damage to Fair Technology or others.

ACCESS RIGHTS

Fair Technology hereby grants you a personal, nontransferable, nonexclusive, non-sublicensable license to use the Site for viewing and otherwise use the Service in accordance with this Agreement. Your access to and use of the Site and Service is permitted solely for your organization’s internal use and benefit; any other access or use is strictly prohibited. You shall not reverse engineer, decompile, or otherwise translate, in any way, the Site or the Service, or other materials made available from, on or through the Site.

ACCESS RESTRICTIONS

You shall not use Fair Technology'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 or Service unless you have proper consent from the subject of such information to so transfer the information. Fair Technology may revoke your subscription and use of the Service and Site at any time and without any refund in the event you breach this Agreement. You are responsible for all acts or omissions by your employees, agents, affiliates or contractors, 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 Fair Technology as a result of your use of the Service or Site.

This Agreement shall be valid for the term coinciding with your use of the Site and Service.  The Service shall commence on the date of your registration on the Site and shall continue for a term specified for the edition purchased by you.  The term will automatically terminate upon expiration of the term.  The term may be renewed by you by renewing your Service subscription and. You may terminate your subscription and this Agreement at any time by providing advance written notice to Fair Technology.  For convenience Fair Technology may terminate your subscription and your access to the Site and Service and terminate this Agreement by providing thirty (30) days advance written notice to you. 

Upon revocation or termination of your subscription or your access to the Site or Service as provided under this Agreement, you shall immediately cease and desist any and all access to and attempts to access the Site and Service.

SECURITY

We require you to have unique information to identify yourself when accessing or using the Site or Service. 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 and Passwords assigned to you and your employees, agents, affiliates or contractors, (2) instructing your employees, agents, affiliates or contractors to not allow another person to use their IDs or Passwords to access the Site or the Service, and (3) any charges, damages, or losses that may be incurred or suffered as a result of use of your IDs or Passwords or your  failure to maintain the strict confidentiality of the IDs and/or Passwords. If you become aware of or suspect fraudulent activity or any other activity that threatens the security of the Site or Services, including but not limited to lost or stolen IDs or Passwords, disclosure of Confidential Information, or fraudulent activity you must immediately report the activity to Fair Technology and you must immediately discontinue access to the Site and Service. In addition, you must immediately disable access to the Site and Service by any terminated employees, agents, affiliates or contractors.

INTELLECTUAL PROPERTY OWNERSHIP

You agree that Fair Technology (or third parties providing contents or services for the Site) own all worldwide rights, titles and interests in and to the Site and any modifications and enhancements thereto, including all intellectual property rights therein. You may print a copy of the information contained on the Site for your internal use only, 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 Fair Technology. All rights not expressly granted in this Agreement are reserved to Fair Technology. No other rights or licenses are conveyed or intended by this Agreement.

ACCOUNT INFORMATION AND DATA

Any information that you transmit through the Site or the Service, or you provide to Fair Technology, including but not limited to all information provided in the registration process (“Data”) will be used in accordance with Fair Technology’s then current privacy policy.  You hereby grant to Fair Technology a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to modify, adapt, translate, reproduce, distribute, publicly display, and sublicense the Data, and create derivative works from such Data, and otherwise use the Data in connection with the operation of the Site or the Service and Fair Technology’s marketing, publicity, and advertisement thereof in any form.  You, not Fair Technology, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Data, and Fair Technology shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event this Agreement is terminated, Fair Technology reserves the right to withhold, remove and/or discard the Data without notice for any breach, including, without limitation, your non-payment. Upon revocation or termination of your subscription or your access to the Site or Service as provided under this Agreement, your right to access or use Data immediately ceases, and Fair Technology shall have no obligation to maintain or forward any Data.

THIRD PARTY INTERACTIONS

During use of the Site and Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of service agencies, health care professionals, advertisers or sponsors showing their goods and/or services through the Site, whether by third party hyperlinks or otherwise. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Fair Technology and its affiliated partners shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Fair Technology does not endorse any sites on the Internet that are linked through the Site or Service. Fair Technology provides these links to you only as a matter of convenience, and in no event shall Fair Technology or its affiliated partners be responsible for any content, products, or other materials on or available from such sites. Fair Technology provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

INDEMNITY

You agree to defend, indemnify and hold Fair Technology and its officers, directors, contractors, agents, and employees harmless against any losses, expenses, costs or damages (including reasonable attorneys' fees, expert fees and other reasonable costs of litigation) arising from, incurred as 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 Service, (3) the unauthorized or unlawful use of the Site or the Service by any other person using your IDs or Passwords, (4) any breach or unauthorized use of this Site or the Service of any person or entity that you delegate functions or access to with regard to this Site or the Service, (5) errors, omissions, or content contained within the Site or the Service, (6) acts or omissions by your employees, agents, affiliates or contractors, and (7) third party transactions using the Site or the Service, including but not limited to transactions between Subscribers.

WAIVER

It is understood and agreed that no failure or delay by Fair Technology 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, power or privilege hereunder.

DELEGATION

It is understood and agreed that any and all persons or entities that you delegate functions or access to this Site or the Service shall agree to a separate Agreement with Fair Technology prior to access to the Site or the Service.

INSPECTION

Fair Technology reserves the right to access, read, copy, and delete information provided during the Service or on the Site or other Fair Technology systems and equipment. Fair Technology reserves the right to inspect any and all files stored on the Site or other Fair Technology systems and equipment.

MISCELLANEOUS

The parties hereby acknowledge that damages at law may be an inadequate remedy for Fair Technology.  Therefore, Fair Technology shall have the right of specific performance, injunction, or other equitable remedy in the event of a breach of this Agreement by you.

If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.

Nothing herein shall be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other.  Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement.

In the event of litigation or arbitration arising out of this Agreement, each party shall bear its own costs and expenses of litigation or arbitration, including, but not limited to, attorneys’ fees, travel expenses, deposition costs, expert witness expenses and fees, court costs and other costs incurred in connection with bringing or defending such action whether or not incurred in trial or appeal (excluding fees and expenses of arbitrators and administration fees and expenses of arbitration, which shall be shared).

Any provision of this Agreement that requires or reasonably contemplates the performance or existence of obligations by either party after termination or expiration of this Agreement shall survive such termination or expiration.

This Agreement shall be governed by the laws of the State of Florida, without regard to its conflicts of laws provisions. Any dispute relating to this Agreement, the Site or the Service shall be brought only in a federal or state court sitting in Duval County, Florida. THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OR HAVING JURISDICTION OVER Jacksonville, Florida.