GET REAL HEALTH® PLATFORM END USER LICENSE AGREEMENT
Last Updated: May 4, 2020
THIS END USER LICENSE AGREEMENT IS APPLICABLE TO LYDIA™ AND ELLIE™, AND TALK WITH MY DOC™. EACH IS A HEALTH MANAGEMENT TOOL PROVIDED TO YOU BY COMPUTER PROGRAMS AND SYSTEMS, INC. AND ITS WHOLLY OWNED SUBSIDIARIES, INCLUDING GET REAL HEALTH®, TRUBRIDGE™, AND EVIDENT™ (“WE” “US” AND “OUR”). THIS GET REAL HEALTH PLATFORM END USER LICENSE AGREEMENT (“AGREEMENT”) GOVERNS THE LICENSE AND ONGOING USE OF LYDIA™, ELLIE™, AND TALK WITH MY DOC. EACH OF THESE BRANDS ARE OUR PRODUCTS, INSTANTPHR® AND CHBASE™ ™, WHICH COMBINE TO CREATE EACH OF THE BRANDS (THE “PRODUCT,” OR “PRODUCTS”). BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS. YOUR USE OF THE PRODUCTS IS GOVERNED BY THESE TERMS AND CONDITIONS AND BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
If you are our direct competitor, you may not subscribe to our services or access Our services in any way without Our prior written consent. In addition, you may not access the Product for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Table of Contents
- Use Of The Product.
- Third Party Providers.
- Security, Privacy, And Customer Data.
- Proprietary Rights And Licenses
- Customer Accounts, Customer Conduct, Identity Services, And Feedback.
- Term, Termination, And Suspension.
- Mutual Indemnification
- Limitation Of Liability.
- General Provisions.
- Information Disclaimer.
- Right to use. We grant you the right to access and use the Products as described in this Agreement, and only in accordance with this Agreement.
- Manner of use. You may not: reverse engineer, decompile, disassemble or work around technical limitations in the Services, except where applicable law permits it despite this limitation; disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Services; rent, lease, lend, resell, transfer, or sublicense any Services to or for third parties, except as explicitly permitted herein or in license terms that accompany any Services component; use the Services for any purpose that is unlawful or prohibited by this agreement; use the Services in any manner that could damage, disable, overburden, or impair any of Our service, or the network(s) connected to any of Our services, or interfere with any other party’s use and enjoyment of any Services.
- We may make changes to the Services from time to time in Our discretion, including but not limited to (1) the availability of features; (2) how long, how much or how often any given feature may be used; and (3) feature dependencies upon other services or software. We will provide notice of such changes via the Service.
- Provision of Revocable Licenses. We shall make the Products available to You pursuant to this Agreement. We do not sell Our software – we are only providing a revocable license to You to use the software. Under this license, we grant to You the right to access and use the software. You agree that your license to use the product is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
- Single Subscription. The person whose account is associated with the software subscription is the “User.” However, multiple users may access a single patient record. The service/software may not be used for commercial, non-profit or revenue-generating activities. The components of the software are licensed as a single unit, and you may not separate or virtualize the components or install them on computers that are not owned by you. You may not share your credentials with any other individual or entity to access the Products.
- License Grant and Restrictions: We hereby grant you a non-exclusive, non-transferable, revocable right to use the Product in Your country of domicile.
- You shall not (i) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party, the License or the Content in any way except as explicitly permitted herein or; use the Products outside of the Licensed Territory; (iii) modify or make derivative works based upon the License or the Content; (iv) create Internet “links” to the Product or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (v) reverse engineer or access the License in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Licensed product, or (c) copy any ideas, features, functions, or graphics of the License. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the License.
- You may not: (i) reverse engineer, disassemble, de-compile, modify, translate, use for competitive analysis, or create or derive works from, the Product, or any Source Code or Object Code thereof; (ii) remove, alter, or obstruct copyright notices, trademarks or other legends on the Product, or its packaging, documentation or related materials; (iii) otherwise use the Software or the Documentation except as expressly allowed under this Agreement; or (iv) cause or permit any third party to do any of the foregoing.
- You may use the License only for your internal business purposes or personal purposes, except as expressly permitted herein or in an Order Form 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 tortuous 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 Product or the data contained therein; or (v) attempt to gain unauthorized access to the Product or its related systems or networks.
- You explicitly consent to Us processing, storing and transferring Your personal data using the Products. You may withdraw this consent at any time using features available in the Product.
- Our Responsibilities. We shall endeavor to use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week.
- Your Responsibilities. You are responsible for all activity occurring under your account and your patient record and shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the License, including those related to Data privacy, international communications, and the transmission of technical or personal Data. You shall not (a) make the License available to anyone other than Users, (b) sell, resell, rent or lease the Product, except as permitted herein or in an Order Form, (c) use the Licenses to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Product to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Product or third-party data contained therein, or (f) attempt to gain unauthorized access to the Product or their related systems or networks.
- Account Information and Data. We do not own customer data, information, or material that you submit to the Product in the course of using the Product (“Customer Data”). We shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data.
- InstantPHR® and CHBase™ Software. All InstantPHR and CHBase Software, including Lydia, Ellie, and Talk With My Doc, are Our copyrighted and trademarked works. Rights to access Our Software on any device do not give you any right to implement Our patents or Our other intellectual property or devices that access that device. If Our Software is distributed to you with its own license terms, those terms control except as modified by this Section 3.a.
- Third party software. You are solely responsible for any third party software that you install or connect with any Service. You may only install or use any third party software with any Service in a way that does not subject our intellectual property or technology to any terms governing such software. We are not a party to and are not bound by any terms governing your use of any third party software. We do not grant any licenses or rights, express or implied, to such third party software. However, if the Service allows you to access any third party software with proprietary license terms, those terms control.
- Third-Party Interactions. During use of the Product, you may enter into correspondence with, obtain goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Product. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, are solely between you and the applicable third party. We and Our licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, or promotion between you and any such third party. We do not endorse any sites on the Internet that are linked through the Product. We provide these links to you only as a matter of convenience, and in no event shall We or Our licensors be responsible for any content, products, or other materials on or available from such sites. We provide the License 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.
- Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with the Software, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Product. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers.
- We maintain technical and organizational measures intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.
- Rights to Provide Customer Data. You are solely responsible for your Customer Data. You must have, and you hereby grant us, sufficient rights to use and distribute Customer Data (including Customer Data sourced from third parties) necessary for us to provide you the developer services without violating the rights of any third party, or otherwise obligating Us to you or to any third party. We do not accept any additional obligations that may apply to Customer Data.
- Account Information and Ownership of Customer Data. Except for software and Content we license to you, as between the parties, you retain all right, title and interest in and to Customer Data. We do not own customer data, information, or material that you submit to the Product in the course of using the Product (“Customer Data”). We acquire no rights in Customer Data other than as described in this Section 5. We are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
- Use of Customer Data. We will use Customer Data only to provide you with our Services. This use may include troubleshooting to prevent, find and fix problems with the operation of the Developer Services and ensuring compliance with this agreement. It may also include improving features for finding and protecting against threats to users. We may use usage patterns, trends, and other statistical data derived from Customer Data to provide, operate, maintain, and improve our products and services.
- Customer Data return and deletion. You may delete your Customer Data at any time. If you terminate your account we may delete Customer Data immediately without any retention period. We have no additional obligation to continue to hold, export or return Customer Data and have no liability whatsoever for deletion of Customer Data pursuant to this agreement. If We turn Your service off, your content may be automatically deleted and the site may automatically be removed from the hosting environment.
- Data Storage. An account will hold up to 50MB of data; if data in your account reaches 50MB, You will not be able to add additional data to your account. Additionally, data will not continuously be imported from Apple Healthkit but You may choose to add this data to your account manually.
- Third party requests of Customer Data. We will not disclose Customer Data to a third party (including law enforcement, other government entity, or civil litigant; excluding our subcontractors) except as you direct or unless required by law. We will ask any third party demanding access to your Customer Data to contact the Purchaser of the Products directly. We will use commercially reasonable efforts to notify the Purchaser of the Products in advance of a compelled disclosure unless legally prohibited.
- We have certified Our CHBase™ and InstantPHR® products with both the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework. Daily, Co’s videoconferencing software is also certified to the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework. CHBase and InstantPHR are the products that form the Products. Only the Lydia configuration is currently GDPR-compliant. For additional information, please see Our Lydia Privacy Shield Statement.
- Assumption of Risk: By using the Products, you are assuming certain risks that include (but are not limited to i) your personal health information may be disclosed to unauthorized individuals if your password is stolen, you share your password or you leave a computer logged into your account unattended; ii) your personal health information may be disclosed to unauthorized individuals subsequent to transmission via electronic mail; and iii) information available through the Products may be incomplete, inaccurate, corrupted, delayed or otherwise not delivered.
- Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Product, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
- Intellectual Property Ownership. We alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to our technology, the Content and the Product and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Product. This Agreement is not a sale and does not convey you to any rights of ownership in or related to the Product, the InstantPHR Technology, the CHBase technology, the Lydia, Ellie, and Talk With My Doc technology, or the Intellectual Property Rights owned by Us. The Get Real Health™ name, CHBase, Lydia, Ellie, Talk With My Doc and InstantPHR logos, and the product names associated to the Product, are Our trademarks or third party trademarks, and no right or license is granted to use them.
- You shall not (i) permit any third party to access the Product except as permitted herein, or (ii) copy, frame or mirror any part or content of the Product, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes.
- License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Content, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Content.
- License By You to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.
- Account creation. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You may not select an account user name or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign these user names and Service identifiers in our sole discretion.
- Account ownership. If an account was created within the scope of employment or otherwise as an agent of another party, then both parties are jointly and severally liable under this Agreement.
- Responsibility for your accounts. You are responsible for any and all activities that occur under your account; maintaining the confidentiality of any authentication credentials associated with your use of the Services; and promptly notifying our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Services.
- Minimum Age. You must be at least sixteen (16) years old to use the Products. If you are not at least sixteen (16) years old, you may not use the Product. Creating an account using false information is a violation of this Agreement, including creating an account for someone else using false information.
- Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
- Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
- Compelled Disclosure. Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
- Term of Agreement. This Agreement commences on the date You accept it by accessing the Products. All sections of this Agreement shall survive any termination or expiration of this Agreement.
- We may terminate this Agreement at any time for cause, at our sole discretion. Your license to use and access the Services ceases automatically upon termination of this Agreement.
- In any country where any current or future government regulation or requirement applies to Us, but not generally to businesses operating there, presents a hardship to us operating the Services without change, and/or causes us to believe this agreement or the Services may be in conflict with any such regulation or requirement, we may change the Services or terminate the agreement. If you attempt to access the Services from a country presenting a hardship to us, you may not be able to do so. Your sole remedy for such changes to the Services under this Section is to terminate this Agreement.
- We may suspend your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement within a reasonable time; (3) you violate this agreement; or (4) any other reason in Our discretion. We will attempt to suspend access to the minimum necessary part of the Services while the condition or need exists. We will give notice before we suspend, except where we reasonably believe in our absolute discretion that we need to suspend immediately. We may terminate this agreement and delete your Customer Data without any retention period.
- You may not modify or amend the terms and conditions of this Agreement may not be amended, waived or modified.
- Indemnification By Us. NEITHER WE, OUR SUPPLIERS, NOR ANY OF OUR AFFILIATES, SUBSIDIARIES OR PARENT COMPANIES, NOR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL BE LIABLE FOR ANY DAMAGES INCLUDING (BUT NOT LIMITED TO) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF WAGES, REVENUE OR BUSINESS BECAUSE OF YOUR USE OF THE SERVICE OR ANY INFORMATION, GUIDANCE OR SERVICES RELATED TO OR PROVIDED BY THE SERVICE. IN NO EVENT SHALL WE OR OUR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGS OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE WILL BE TO STOP USING THE SERVICE – WE PROVIDE NO INDEMNIFICATION OF ANY KIND.
- Indemnification By You. YOU WILL DEFEND US AGAINST ANY CLAIM, DEMAND, SUIT OR PROCEEDING MADE OR BROUGHT AGAINST US BY A THIRD PARTY ALLEGING THAT YOUR DATA, OR YOUR USE OF ANY SERVICE OR CONTENT IN BREACH OF THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR VIOLATES APPLICABLE LAW (A “CLAIM AGAINST US”), AND WILL INDEMNIFY US FROM ANY DAMAGES, ATTORNEY FEES AND COSTS FINALLY AWARDED AGAINST US AS A RESULT OF, OR FOR ANY AMOUNTS PAID BY US UNDER A COURT-APPROVED SETTLEMENT OF, A CLAIM AGAINST US, PROVIDED WE (A) PROMPTLY GIVE YOU WRITTEN NOTICE OF THE CLAIM AGAINST US, (B) GIVE YOU SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIM AGAINST US (EXCEPT THAT YOU MAY NOT SETTLE ANY CLAIM AGAINST US UNLESS IT UNCONDITIONALLY RELEASES US OF ALL LIABILITY), AND (C) GIVE YOU ALL REASONABLE ASSISTANCE, AT YOUR EXPENSE.
- Exclusive Remedy. This Section (Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.
- IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $1.00 USD.
- NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.
- Exceptions to Limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to the breach of any confidentiality obligation or violation of the other’s intellectual property rights.
- EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
- Our Warranties. We warrant that (i) the Product shall perform materially in accordance with the User Guide, and (ii) subject to suspension or termination of licenses, the functionality of the Product will not be materially decreased. For any breach of either such warranty, Your exclusive remedies shall be only to stop using the software.
- Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code.
- Other Liability. In no event shall We be liable to You in tort or under any other legal theory (including, without limitation, strict liability and negligence) for any type of damages whatsoever, arising out of or in connection with the performance or non-performance of this Agreement or any Purchase Order hereunder.
- No additional rights granted. We reserve all rights not expressly granted under this agreement, and no other rights are granted under this agreement by implication or estoppel or otherwise.
You must send notices by mail to the following address(s):
Get Real Health
Attn: Jason Harmon, Security and Privacy Officer
51 Monroe Street, Suite 1700
Rockville, MD 20850
Designated Representative in the European Union
Attn: Tom Termini
Republic of Ireland
You agree to receive electronic notices from us, which will be sent by email to your contact information of record. Notices are effective on the date on the return receipt or, for email, when sent.
- Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall not refund to You any prepaid fees. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
- Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
- No agency. The parties to this agreement are independent contractors. This agreement does not create an agency, partnership or joint venture.
- No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
- Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
- Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).
- Export Compliance. The Services, Content, other technology We make available, and derivatives thereof, may be subject to export laws and regulations of the United States, the European Union and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea region of Ukraine) or any countries which are not part of the drop-down box at the time of your user account, or in violation of any U.S. export law or regulation.
- Headings. The headings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement in any way.
- Governing Law and Venue. This Agreement and each Purchase Order hereunder is made in and shall be governed by and construed and enforced in accordance with the laws of the state of Maryland, excluding its principles of conflicts of law. The parties irrevocably submit to venue and exclusive jurisdiction in the federal and state courts in Montgomery County, Maryland, U.S.A. for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar claim or defense.
- Mediation. In the event of a dispute or claim arising under or with respect to the construction and enforcement of this Agreement, the parties shall first seek to mediate same in Montgomery County, Maryland, before an impartial mediator mutually designated by the parties or their counsel, and the expenses of such proceeding shall be shared equally by them. Such mediation shall occur within thirty (30) days after written demand by any party (or as soon thereafter as such mediation can reasonably be scheduled). However, the obligation to mediate shall not prevent any party from obtaining equitable relief from a court of competent jurisdiction in appropriate circumstances.
- Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- Not Medical Advice. The contents of the Products, such as text, graphics, images, personal health information, and other material contained on the Product Site (“Content”) are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. The health information and guidance you will receive is automatically generated by the Service, based on information that you enter into or make available to the Service through your Product accounts. This information is not reviewed by a physician, nurse or other health care provider. The Service and everything contained within or provided by the Service should not be considered, and may not be used as, a substitute for medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. You agree that the Service and the information and guidance provided by the Service do not constitute the practice of medicine or any medical, nursing or other professional health care advice, diagnosis or treatment. Never disregard professional medical advice or delay in seeking it because of something you have read on the Product Site!
- No Information Endorsement. We do not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Site. Reliance on any information provided by the Products or Our employees is solely at your own risk.
- Do Not Contact Us for Emergencies. In the event of a medical emergency, you should not contact Us. If you think you may have a medical emergency, call your doctor or an emergency line (such as 911 in the United States) immediately.
- Our Responsibility. We shall provide the secure Hosting Services in accordance with the service offering. The Application is hosted in a GDPR and HITECH compliant hosting environment. We do not access or store any of your personal health information outside of what is required for the Software to function properly.
- Your Responsibility. You are responsible for the content, including but not limited to data, text, multimedia images (e.g. graphics, audio and video files), and other materials provided by you (collectively, the “Content”). You warrant and represent that Content: (a) does not infringe or violate the rights of any third party including, but not limited to, intellectual property rights, patents, copyrights, trademarks, trade secrets and rights of publicity; (b) is not defamatory or obscene; and (c) does not violate any applicable Federal, state or local law. You shall defend, indemnify and hold Us harmless against any claim or demand by any third party due to or arising out of any third party claims for Content provided by you. You shall not engage in any violations of privacy, “spamming”, violations of law, or conduct that might infringe on the rights of obligations of any third party, and you shall defend, indemnify and hold Us harmless against any violations of its obligations herein. You shall inform Us as soon as is reasonably practicable in the event of any known or perceived security breach.