Last updated: December 10, 2020
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
We reserve the right, at our sole discretion, to modify the Site and/or the Services, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Site. By continuing to access or use the Site and/or the Services after we have posted a modification on the Site, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Site.
Access and use of Subscriptions to our Services is subject to the terms and conditions of that certain software as a service agreement that you will have to enter into before using the Services (the “Subscription Agreement”). If there is any conflict or inconsistency between this Agreement and the Subscription Agreement, the terms and conditions of the Subscription Agreement shall govern and control.
The Site is available only for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
Our Services are provided on a subscription basis (“Subscription”) pursuant to a Subscription Agreement executed with Patient360. Visitors to the Site are not required to login. Visitors can view all publicly-accessible content on the Site. Login is required for all Subscribers. Subscribers are eligible to do all the things Visitors can do, and use the Services pursuant to an executed Subscription Agreement. We are under no obligation to accept any individual as a Subscriber and may accept or reject any individual or entity in our sole and absolute discretion.
During the registration process for Subscribers, we may ask you to create an account, which includes a unique sign-in name (“Sign-In Name”), password (“Password”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are responsible for the confidentiality and use of your Sign-In Name, and Password. User acknowledges Patient360 has no liability in this regard. You will promptly inform us of any need to deactivate a Password or Sign-In Name. We reserve the right to delete or change your Password, or Sign-In Name at any time and for any reason.
Subject to your Subscription Agreement, you may view all content on the Site and the Services (the “Content”) for your own internal business use and not for any other use, including any commercial use, without the prior written consent of Patient360. We, and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access the Site and/or the Services automatically terminates and you must immediately destroy any copies you have made of the Site and/or the Services.
The trademarks, service marks, and logos of Patient360 (the “Patient360 Trademarks”) used and displayed on the Site and the Services are registered and unregistered trademarks or service marks of Patient360. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Patient360 Trademarks, the “Trademarks”). Nothing on the Site and the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Patient360 Trademarks inures to our benefit.
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
The Services allow you to upload Subscriber Data. You retain all copyrights and other intellectual property rights in and to your Subscriber Data. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable license to modify, compile, copy, record, synchronize, transmit, translate, format, distribute, and otherwise use your Subscriber Data to provide our Services to you in accordance with the Subscription Agreement.
Each submission of Subscriber Data constitutes a representation and warranty to Patient360 that such Subscriber Data (i) is your original creation, collected in compliance with applicable law, or that you otherwise have the right to provide the Subscriber Data to Patient360 as set forth in this Agreement,), (ii) that you have the rights necessary to grant the license to the Subscriber Data under the prior paragraph, (iii) that such Subscriber Data was collected and processed by you, or on your behalf, in accordance with applicable law, and (iv) use of the Subscriber Data by Patient360 and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person, contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines, or violate any privacy rights or data protection laws.
Centers for Medicare & Medicaid Services
In connection with your use of the services provided to you by Patient360 you represent and warrant that you have the authority to provide the data to us and such provision of data is made in accordance with applicable law, and you hereby agree that Patient360 has the right to submit such data to the Centers for Medicare & Medicaid Services (“CMS”) on your behalf.
By accessing and/or using the Site and/or the Services, you hereby agree to comply by not participating in the any of the following activities:
- Use the Site and the Services for any unlawful purpose;
- Access or use the Site and the Services to collect any market research for a competing businesses;
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Download, e-mail, transmit, or otherwise make available any content that:
- Infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity unless you have the right to do so; or infringes any copyright, trademark, right of publicity, or other intellectual property or proprietary rights of any person or entity;
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Site and/or the Services, or any portion thereof, without notice.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site and our Services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
WARRANTIES; LIMITATION OF LIABILITY
THE SITE AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PATIENT360 DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND Patient360 HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT PATIENT360 MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE OR ANY SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE OR ANY SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100), EXCEPT AS PROVIDED IN ANY SUBSCRIPTION AGREEMENT BETWEEN YOU AND PATIENT360.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE SITE AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SITE AND THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITE AND THE SERVICES AND/OR ADD OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.
The Site may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by Patient360 of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the Site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold harmless Patient360, and its past, current, and future shareholders, employees, officers, directors, attorneys, principals, trustees, representatives, agents, partners, predecessors, successors, and assigns from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties or representations made by you herein). We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Compliance with Applicable Laws
The Site and the Services are based in the United States. We make no claims concerning whether the Site, the Services or the Content may be viewed or be appropriate for use outside of the United States. If you access the Site, the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Site and/or the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site and/or the Services at any time without prior notice or liability.
In the event of a dispute arising under or relating to this Agreement, the Site, or the Services (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by Judicial Arbitration and Mediation Services- JAMS, pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Rhode Island for purposes of any such action by us.
Governing Law and Jurisdiction
You agree that all matters relating to your access to, or use of, this website shall be governed by the laws of the State of Rhode Island. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts in the State of Rhode Island, with respect to such matters.
If the Agreement is terminated in accordance with the termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Ownership,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Controlling Law,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except for any Subscription Agreement between you and Patient360, and as otherwise expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
- identification of the copyrighted work(s) claimed to have been infringed. If multiple copyrighted works, then a representative list of such works on the Site;
- identification of the supposedly infringing material that is to be removed;
- information reasonably sufficient to permit us to locate the material on the Site;
- contact information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, or email address;
- a statement that the complaining party has a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law;
- a statement that, under penalty of perjury, the information in the notification is accurate and where relevant that the complaining party is authorized to act on behalf of the copyright owner; and
- the signature, physical or electronic, of the copyright owner or a person authorized to act on his or her behalf.
A provider of content subject to a claim of infringement may make a counter notification. To file a counter notification with us, please provide the DMCA Agent a written communication containing the following:
- identification of the supposedly infringing material that is to be removed;
- a statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that you will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and
- the signature, physical or electronic, of you or a person authorized to act on your behalf.
We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter notification, and inform the complaining party that we restore the removed or disabled content in ten (10) business days. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of the counter-notification, we will restore the removed or disabled materials. Until that time, your materials will remain removed or disabled.
Notice of alleged infringement must be sent by electronic mail to the Patient360 Copyright Agent at firstname.lastname@example.org
Before filing such a notification, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.