Terms and Conditons

Rights for Use. Company hereby grants to Customer during the term of this Agreement a non-exclusive, non-transferrable (except as provided herein) right to access and use the Service which includes any written materials including user guides, templates, documentation and training materials provided by Company. Customer shall be responsible for each user’s use of the Service in accordance with the terms of this Agreement.

Accounts; Security. Access to or use of certain portions and features of the Service may require you to create an account. Customer states that all information provided by it is current, accurate, complete, and not misleading. Customer further states that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. Customer is entirely responsible for maintaining the confidentiality and security of its account(s), including the password. Accounts are not transferrable. Customer agrees to promptly notify Company if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the accounts. A user license is required for each person utilizing Customer’s master account, or other data generated through the use of the Service. Any sharing of such data or accounts to reduce the number of licenses required or sharing account information in any way is strictly prohibited.

Restrictions on Use. In accessing or using the Service, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service; (c) apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Service any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store data on the Service that is regulated by the PCI Data Standards (f) input or transmit through or to the Service any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service or grant unauthorized access thereto; (g) use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (h) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Service to compete with Company in any way; or (j) permit any third party to use or access the Service other than Customer’s direct employees, contractors who are acting on Customer’s behalf and Customer’s authorized users.

Audit. Company shall have the right to monitor Customer’s use of the Service to verify compliance with this Agreement by electronically monitoring Customer activity or by conducting an on-site audit either by Company or through its agent, upon reasonable notice and during normal business hours, not more than once per year. If monitoring or audit activities reveal the number of users is in excess of Customer’s paid licenses or that Customer is using the Service in excess of any license limitations as specified in any relevant Order Form, Customer will pay additional Fees due to Company based on the first date of Customer’s breach and Company reserves the right to increase the Fees under the Agreement to align with Client’s historical usage and then-current pricing of the appropriate license.

Maintenance. Customer agrees that Company may install software updates, error corrections, and software upgrades to the Service as Company deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Service for purposes of this Agreement.

Applicable Laws. Customer’s access to and use of the Service is subject to all applicable international, federal, state and local laws and regulations. Customer may not use the Service or any information data or Customer Data (as defined below) in violation of or to violate any law, rule or regulation. Ensuring Customer’s use of the Service is compliant with applicable laws is the responsibility of Customer. In addition to laws and regulations, Customer will comply with applicable Medicare and third-party payer rules and policies related to treatment, reimbursement and billing procedures. Customer will be responsible for ensuring medical necessity and for accurately documenting medical services rendered and submitted for billing. Customer will immediately notify Company of any errors in data submitted to Company that may affect Customer’s billings.

Suspension of Service. Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer has failed to pay any amounts due and owing. In the case of (a) or (b) Company will give Customer prior notice if reasonable and will ensure that the Service is restored as soon as possible after the event given rise to suspension has been resolved to Company’s reasonable satisfaction.

Data Licenses. As between Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Services, Company may store and maintain Customer Content for a period of time consistent with Company’s standard business processes for the Service. Following expiration or termination of the Agreement or a Customer account, if applicable, Company may deactivate the applicable Customer account(s) and delete any data therein. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement, the Business Associate Agreement and the applicable Order Form. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by Company to perform the Services. The Service does not replace the need for Customer to maintain regular backups or redundant data archives. Company has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Content.

Data Import. Customer will provide data to be imported into the Service in an acceptable format as specified by Company, and Customer will provide to Company any such data in a timely manner and no later than 30 days after the Effective Date or any relevant Order Form. Company will not be able to import data or provide Services if files are improperly formatted, corrupt, incompatible, or contain errors or malicious code.

Data Export. As specified in any relevant Order Form between the parties, if Customer requests Company to provide professional services for the export of any Customer Content, Company will provide to Customer the applicable Customer Content export file via Company’s designated secure delivery method as feasible. Customer agrees that any such Customer Content export files are provided by Company as-is and that Company is not responsible for any errors or omissions in the export file or for any corruption of the Customer Content that may occur.

As part of the Services, Company may provide Customer use of certain licensed content (“Licensed Content”). Such Licensed Content is made available to Customer subject to the End User Agreement. Customer understands that these terms and conditions are subject to change from time to time and agrees to cooperate in the execution of an amendment to this Agreement as may be required.

Aggregated Data. Customer agrees that, subject to Company’s confidentiality obligations in this Agreement, Company may (a) capture data regarding the use of the Service by Customer and its end users, (b) collect metrics and data included in the Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data or in violation of applicable law.

Except as otherwise agreed by Company in writing or subject to the Company’s API Development Terms and Conditions, Customer is prohibited from linking to the Service, framing of all or any portion of the Service, and the extraction of data from the Service. Company reserves the right to disable any unauthorized links or frames. Company will not be responsible and expressly disclaims any liability for any third party services that Customer may use or connect to through the Service, including any responsibility for the availability of such third-party services. If Customer activates any APIs or links to enable data sharing through the Service with any third parties or directs Company to do so on its behalf, Customer thereby authorizes Company to send and receive Customer Content with any such activated service and represents and warrants to Company that Customer has all appropriate right and title to grant such authorization. Customer will be solely responsible for any third-party fees related to the third-party services and compliance with any applicable third party service terms.

Revenue cycle management services means billing patients and third-party payers (“TPPs”) by Company for medical services generated by Customer and furnishing monthly summaries of accounts (“RCM Services”). If Customer orders RCM Services pursuant to any Order Form, the terms of the Revenue Cycle Management Services Addendum will apply.

Proprietary Rights. Company’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.

Feedback. Customer agrees that advice, feedback, criticism, insights regarding clinical workflows, templates developed by Customer stored within Service or comments provided to Company related to the Service (“Feedback”) are given to Company and may be used by Company freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in Company’s intellectual property. Customer hereby irrevocably assigns to Company your entire right, title and interest in and to the Feedback without restriction.

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT COMPANY WILL CORRECT ALL ERRORS OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICE THAT ARISE FROM CUSTOMER CONTENT OR THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.