Travis Software

WebCOBRA.com End User License Agreement

Last Updated: 06/01/2008

This Agreement is made by Travis Software Corp. (hereinafter "Travis") provider of the www.WebCOBRA.com (hereinafter "WebCOBRA") Internet-based service. WebCOBRA has specific conditions of use. The following information applies to your use of WebCOBRA made available to you through this Web site. Current version of the Terms and Conditions of Use:

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE START OF USAGE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF WEBCOBRA'S ONLINE SERVICE (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Subject to the further terms and conditions hereof, Travis will provide you with access to the WebCOBRA Service, including a browser interface and data encryption, transmission, and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the WebCOBRA website incorporated by reference herein, including but not limited to WebCOBRA's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

The Service is offered in several editions:

Please see our website for feature differences between the various editions.

1. Users and Logins
"Site Users" (hereinafter, "User" or "Users") are defined as users licensed to use the WebCOBRA.com website for whom the WebCOBRA Customer is paying a User Fee to Travis Software Corp. Site Users are given a "Site User Login" and assigned a level of system usage by the WebCOBRA Customer's System Administrator, and may be authorized to access all records or those of a defined set of Employer(s) records, as determined by the Customer's System Administrator. Call Center Users are given a "Call Center User Login" and assigned that level of system usage by the WebCOBRA System Administrator, and are authorized to access records as "view only" as well as input notes in QB(s) records for one, a group or all clients of the WebCOBRA Customer, as determined by the WebCOBRA Customer's System Administrator. "Client/Employer Users and Broker Users" are given to those who are provided a "Client/Employer Login ID" or "Broker Login ID" by a WebCOBRA Customer's System Administrator and are authorized to use the WebCOBRA website in a limited fashion, as permitted by the system, so that they may access, view, and/or enter certain types of data and produce certain reports pertaining to the Client/Employers to whom they are assigned. "QB Logins" are qualified beneficiaries who have records about themselves in the WebCOBRA system. They are provided a "QB Login" by the WebCOBRA system and are authorized by a WebCOBRA Customer's System Administrator to access, view and, if permitted, make limited entries into the system pertaining to their own record(s). All Site User and Client/Employer Logins in the WebCOBRA system are expressed as the person's email address and must be unique from all other Client/Employer Logins employed by the assigning WebCOBRA Customer.

2. Privacy & Security; Disclosure
The WebCOBRA privacy and security policies may be viewed at http://www.WebCOBRA.com. Travis reserves the right to modify the privacy and security policies in its reasonable discretion from time to time. Users, after they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from the Service from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference in the manner prescribed on WebCOBRA's website. Note that because the Service is a hosted, online application, Travis occasionally may need to notify all users of the Service and those to whom Client/Employer Logins and QB Logins have been given (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

3. License Grant & Restrictions
Travis hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Travis.

Travis warrants that it is the true and lawful owner or licensing agent of the Service, together with any and all corrections, modifications, improvements, updates and new versions thereto and thereof, will full power and authority to license the same to Licensee as provided in this Agreement. Travis will hold harmless Licensee from and against any claims that are brought against Customer should the warranty provided in the foregoing sentence be materially untrue.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one User.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

4. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify the Service immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to the Service immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another WebCOBRA user or provide false identity information to gain access to or use the Service.

5. Account Information and Data
Travis does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Travis, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Travis shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Travis will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Travis reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Travis shall have no obligation to maintain or forward any Customer Data.

6.Intellectual Property Ownership
Travis alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the WebCOBRA Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the WebCOBRA Technology or the Intellectual Property Rights of Travis. The WebCOBRA name, the WebCOBRA logo, and the product names associated with the Service are trademarks of Travis or third parties, and no right or license is granted to use them.

7. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. WebCOBRA and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Travis does not endorse any sites on the Internet that are linked through the Service. Travis provides these links to you only as a matter of convenience, and in no event shall Travis or its licensors be responsible for any content, products, or other materials on or available from such sites. Travis 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.

8. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect and quoted on the Service Order Form. Payments are to be made quarterly, consistent with what you approved on the Service Order Form or as otherwise mutually agreed upon. You are responsible for paying for all User fees as ordered for the entire Agreement Term, whether or not such User Services are actively used. You must provide Travis with valid payment via bank check or wire transfer. An authorized User Administrator may add licenses by executing an additional written Order Form. Added Services and User Licenses will be subject to the following: (i) added services or users will be coterminous with the preexisting Term (either Initial Term or renewal term); (ii) the fee for the added services will be of the then current, generally applicable users fees; and (iii) services added in the middle of a billing month will be charged prorata for that billing month. Travis reserves the right to modify its fees and charges for the Service, to become effective at the beginning of the next Agreement Term, and to introduce new charges which notice may be provided by letter or e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

9. Data Storage and Archived Data Retrieval Fees
The maximum disk storage space provided to you at no additional charge is specified on the Service Order Form for the Edition of WebCOBRA subscribed to at the date of execution. Additional storage required by you over the maximum included disk storage space for your edition will be charged for each additional 1GB at the rates then in effect at the time your storage requirement arises. Travis will use commercially reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Travis to so notify you shall not affect your responsibility for such additional storage charges. Travis reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

You may use the Archive Manager portion of the Service to select data records which you no longer wish to access as part of your disk storage space, and those records, once Archived, will no longer be included in the calculation of your disk storage space used. Fees for re-activation of previously Archived records will be charged by Travis at its per-record rate in effect at the time of record re-activation.

10. Billing and Renewal
Travis charges and collects in advance for use of the Service. Travis will automatically issue an invoice to you every quarter or as otherwise mutually agreed upon for your then-current number of total User licenses times the license fee in effect for each type of user, plus additional User licenses for which you have contracted since renewal and additional data storage charges, if applicable. Upon annual contract anniversary, the renewal charge will be equal to the number of total User license time the license fee per User currently in effect, plus additional data storage and other charges, if applicable, and shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Travis' fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Travis' income.

You agree to provide Travis with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 10 days of any change to it. If the contact information you have provided is false or fraudulent, Travis reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Travis in its discretion determines otherwise, Users will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes. If you believe your bill is incorrect, you must contact us in writing within 15 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

11. Non-Payment and Suspension
In addition to any other rights granted to Travis herein, Travis reserves the right to suspend or terminate this Agreement and your access and your Client/Employer and QBs access to the Service if your account becomes delinquent (falls into arrears). An account is considered delinquent if payment for fees for the account are not received by Travis on or before three calendar days after their due date. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance which is more than five (5) days in arrears, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or WebCOBRA initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Travis may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees, and you agree to paid only fees so charged or billed.

Travis reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Travis has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 10 days or more delinquent, and you also agree that Travis, at its sole discretion, may elect or not elect to allow you to reconnect to the Service if your usage is suspended.

12. Minimum Term of 1 Year: Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term will be one year, commencing on the later to occur of (i) the date you complete and deliver to Travis your Service Order Form and (ii) Travis receives your initial quarterly fee. You agree to pay for a minimum term of at least one (1) year and for such additional terms as may be agreed pursuant to this Agreement. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at the Service's then current fees. In addition to Travis' rights granted in Section 11 of this Agreement, and subject to your obligation to pay for a full term of at least one (1) year, either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) days prior to the expiration anniversary date of the current license term. In the event this Agreement is terminated (other than by reason of your breach), Travis will make available to you an electronic file of the Customer Data within 30 days of termination if you so request in writing delivered to WebCOBRA at the time of termination. You agree and acknowledge that Travis has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination or as otherwise herein provided. Upon default by you in the payment of any money due under the Agreement or upon breach by you of any term or condition of the Agreement, Travis shall have the right, but not the obligation, to accelerate the due date of any payments due under the Agreement.

13. Termination for Cause
Any breach of your payment obligations or unauthorized use of the WebCOBRA Technology or Service will be deemed a material breach of this Agreement. Travis, in its sole discretion, may terminate your password(s), account or use of the Service if you breach or otherwise fail to comply with this Agreement. All remedies provided to Travis in this Agreement are cumulative and Travis shall not be subject to election of remedies.

14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Travis represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will be available substantially in accordance with the WebCOBRA Service Level Availability Statements as found in the WebCOBRA website under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

15. Indemnification
You shall indemnify and hold Travis, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Travis (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Travis of all liability and such settlement does not affect Travis' business or the Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Travis shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Travis of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Travis; provided that you (a) promptly give written notice of the claim to Travis; (b) give Travis sole control of the defense and settlement of the claim (provided that Travis may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Travis all available information and assistance; and (d) have not compromised or settled such claim. Travis shall have no indemnification obligation, and you shall indemnify Travis pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

16. Disclaimer of Warranties
TRAVIS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE WEBCOBRA SERVICE OR ANY CONTENT. TRAVIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TRAVIS AND ITS LICENSORS.

17. Internet Delays
THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRAVIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

18. Limitation of Liability
IN NO EVENT SHALL AGGREGATE LIABILITY OF TRAVIS AND ITS LICENSORS EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER TRAVIS AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

20. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") or a person utilizing this site via a "Client/Employer Login" or "QB Login" acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Travis and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

21. Notice
Travis may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Travis' account information, or by written communication sent by first class mail or pre-paid post to your address on record in Travis' account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Travis (such notice shall be deemed given when received by Travis) at any time by any of the following: letter sent by confirmed facsimile to Travis at the following fax numbers (whichever is appropriate): [281-496-4022]; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Travis at the following addresses (whichever is appropriate): Travis Software Corp., 1155 Dairy Ashford Road, Houston, Texas 77079 addressed to the attention of: President.

22. Assignment
This Agreement may not be assigned by you without the prior written approval of Travis but may be assigned without your consent by Travis to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

23. General
This Agreement shall be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Houston, Texas. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. Travis reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Travis as a result of this agreement or use of the Service. The failure of Travis to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Travis in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Travis and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Time is of the essence of this Agreement.

24. Matters Related to Protected Health Information (PHI)
Except as otherwise specified herein, Travis may use or disclose PHI to fulfill the obligations of Travis under this Agreement. All other uses not authorized by this Agreement are prohibited, unless agreed to in writing by User or unless required by law. Unless other limited herein, Travis may (a) use the PHI in its possession for its proper management and administration related to this Agreement and to carry out the legal responsibilities of Travis related to this Agreement, provided that such uses are permitted under state and/or federal confidentiality law; (b) disclose the PHI in its possession to third parties for the purpose of its proper management and administration related to this Agreement or to carry out the legal responsibilities of Travis related to this Agreement, provided that Travis represents to User, in writing: (i) that such disclosures are required by law, or (ii) that Travis has received from such third party written assurances regarding the confidential handling of such PHI, and that such third party will notify Travis of any instance where the confidentiality of the PHI is breached; and (c) use the PHI in its possession to provide data aggregation services to User as permitted under HIPAA, including 42 C.F.R. §164.504(e)(2)(i)(B), as may be amended from time to time.

Travis shall: (a) use appropriate safeguards to maintain the security of the PHI and to prevent its unauthorized use; (b) require any and all of its subcontractors and agents that receive, use or have access to PHI to agree, in writing, to adhere to the same restrictions and conditions on the use or disclosure of PHI that apply to Travis, as set forth in this Agreement; (c) report to User, in writing, any use or disclosure of the PHI that is not permitted or required by this Agreement of which Travis becomes aware, within fifteen (15) days of Travis' discovery of such unauthorized use or disclosure; (d) mitigate, using best efforts and to the greatest extent practicable, any harmful or deleterious effects from any improper use or disclosure of PHI that Travis reports to User under the provisions of clause (c) of this sentence; (e) make available all records, books, agreements, policies, procedures, and internal practices relating to the use or disclosure of PHI received from or created by Travis on behalf of User to the Secretary of the U.S. Health and Human Services Agency for purposes of determining User's compliance with HIPAA, as may be amended from time to time, subject to applicable legal privileges; (f) upon prior written request, make available to User during normal business hours at Travis' offices all records, books, agreements, policies, and procedures relating to WebCOBRA's use or disclosure of PHI within seven (7) days for purposes of enabling User to determine Travis' compliance with the terms of this Agreement; (g) document disclosures of PHI and information related to such disclosures as would be required for User to respond to a request by an individual for an accounting of disclosures of PHI in accordance with HIPAA, including 45 C.F.R. §164.528, as may be amended from time to time; (h) within thirty (30) days of receiving written request from User, provide to User such information as is requested by User to permit User to respond to a request by an individual for any accounting of the disclosures of the individual's PHI in accordance with HIPAA, including 45 C.F.R. §164.528, as may be amended from time to time; (i) at the request of and in the time and manner reasonably selected by User, may provide access to the PHI to User or to the individual to whom such PHI relates, or his or her authorized representative, in order to meet a request by such individual for an accounting of the disclosures of the individual's PHI in accordance with HIPAA, including 45 C.F.R. §164.528, as may be amended from time to time; (j) disclosure to subcontractors, agents, or other appropriate third parties, and request from User, only the minimum PHI necessary to perform or fulfill a specific function required or permitted under this Agreement; (k) make any amendment(s) to the PHI that User directs pursuant to HIPAA, including 45 C.F.R. §164.526, as may be amended from time to time; and, (l) comply with any and all reasonable requests from User to cooperate and to assist User is fulfilling its obligations as covered under HIPAA, as may be amended from tie to time; and further, Travis acknowledges and agrees that, to the extent there is at any time any conflict between the term of this Agreement and the obligations of Travis and User under relevant law, including HIPAA, such law shall prevail and shall govern Travis and User and their obligations under this Agreement, as well as the interpretation of this Agreement.

User shall: (a) provide Travis with the notice of privacy practices, which User produces in accordance with HIPAA, including 45 C.F.R. §164.520, as may be amended from time to time, as well as any changes to such notice; (b) notify Travis of any restriction to the use or disclosure of PHI that User has agreed to, in accordance with HIPAA, including 45 C.F.R. § 164.522, as may be amended from time to time; and, additionally, User shall provide Travis with any changes in , or revocation of, permission given by an individual's PHI, if such changes affect Travis' permitted or required uses disclosed under this Agreement.

25. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the WebCOBRA website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Travis from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Health Care Operations" shall have the meaning defined under HIPAA, including in 45 C.F.R. §164.501, as may be amended from time to time; "HIPAA" shall mean the federal Health Insurance Portability and Accountability Act, as the same shall be in effect from time to time; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means WebCOBRA's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; "Protected Health Information" ("PHI") shall have the meaning defined under HIPAA, including 45 C.F.R. §164.501, as may be amended from time to time, but is limited to the individually identifiable health information created or received by Travis on behalf of User; "Travis" means collectively Travis Software Corp., a Texas corporation, having its principal place of business at 1155 Dairy Ashford Road, Suite 500, Houston, Texas 77079; "WebCOBRA Technology" means all of WebCOBRA's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Travis in providing the Service; "Service(s)" means the specific edition of WebCOBRA's online customer services identified during the ordering process, developed, operated, and maintained by Travis, accessible via http://www.WebCOBRA.com or another designated web site or IP address, or ancillary services rendered to you by Travis, to which you are being granted access under this Agreement, including the WebCOBRA Technology and the Content.