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UPON THE SIGNATURE OF AN OFFICER OF CLIENT, AND UPON EACH AND EVERY USER’S SPECIFIC CONSENT UPON LOGGING INTO THE SOFTWARE PRODUCTS PROVIDED BY SmartClinix, THE TERMS AND CONDITIONS BECOME BINDING ON CLIENT, AND EACH AND EVERY USER WHO IS AFFILIATED WITH CLIENT. YOU SHOULD REVIEW THESE TERMS CAREFULLY.
These terms of service, along with the License and Services Agreement signed between Client and CURA4U Inc (referred as SmartClinix) , represent the entirety of the agreement between SMARTCLINIX (“We”) and the Client (“Licensee”, “You”). You and SMARTCLINIX are collectively referred to as the “Parties” to this agreement.
In consideration of the rights and benefits conferred under the License & Services Agreement between Client and SMARTCLINIX, each and every user of the products and services provided thereunder hereby agrees to the following terms and conditions as relates to their use of the products.
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“Accounting Log” means records compiled and maintained by SMARTCLINIX regarding the usage of any products by the Licensee, which records may include, for example, a schedule of the time at which a Program was used by the Licensee and/or the amount of time any given Authorized User used the Program or any portion there of.
“Agreement” means these Terms of Service.
“Authorized User” mean you and those members of Client who are individually authorized by Client and SMARTCLINIX to have access to SMARTCLINIX Programs and SERVICES.
“Confidential Information” means any information concerning our business and includes all data, material, products, technology, computer programs, specifications, manuals, business plans, software, trade secrets,workflows, customers, source code, data models, marketing plans, methods of operation, financial information,and other information disclosed or submitted, orally or in writing, or through the licensed programs and services or by any other media from one party to another pursuant to this Agreement or any other information that is treated or designated by us as confidential or proprietary, or would reasonably be viewed as confidential or as having value to our competitors. Confidential Information shall not include information that we make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by Confidential Information does not include individuals’ health information.
“SMARTCLINIX Materials” means all software, Program, Updates and copies of all or portions thereof (including demonstration copies), user Manuals, and other documentation provided by, or on behalf of, SMARTCLINIX to the Licensee including SMARTCLINIX programs, subscription, services, and all files, data, and other materials and information provided through or as part of this
“SMARTCLINIXProgram and Services” means all parts of the solution delivered other than third party and Sub- licensed Programs. However, “Programs and Services” or “Programs”, “Software” shall include SMARTCLINIX Programs and Services and third party programs and or Your indemnification, confidential information and intellectual property obligations hereunder and for SMARTCLINIX Programs and Services as well as third party programs and services. “Hosted Applications” shall also mean both SMARTCLINIX and third party programs and services.
“De-Identified Information” means any and all information, including health information, inputted into the system by the Client or any authorized user of client that can reasonably be stripped of its identifying information and used for any other commercial, research or other business purpose by
“Equipment” means the operating system, hardware, software and networks on or through which the SMARTCLINIX programs are used or accessed by the Licensee Software Support and Maintenance includes telephonesupport and product upgrades and content usage for drug database and Drug Interaction checks, ICD and CPT upgrades, e- mail and fax support, patch upgrades and any other auxiliary activities that may be conducted to facilitate the use of the SMARTCLINIX Software and Services covered under this
“HIPPA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, including the Privacy Rule and the Security
“New Product” means any software program or other products, subscription or services, other than Programs or Updates which SMARTCLINIX provides to its customers. SMARTCLINIX may charge a seperate fee for any New Product as specified or determined by SMARTCLINIX in accordance with the applicable rates.
“Policies and Procedures” means our rules, regulations, policies and procedures for access to and use of the SMARTCLINIX Programs and Services including third party programs and services, as changed from time to time and as made available or communicated to You, or posted electronically on our Internet
“Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and
“Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR part 160 and part 164, subparts A and
“Services” means any and all services the You request and or SMARTCLINIX
the platform or solution designed/build/licensed in accordance with agreed upon scope ofwork
“Term” means the initial term and all renewal terms of this
“Optional Services” means additional services that SMARTCLINIX may offer to license- holder of SMARTCLINIX Programs from time to time.
“Provider” means healthcare provider who has National Provider Identifier (NPI) such as physician, nurse practitioner or physician assistant.
“Non Provider License” means a limited license for any personnel employed by or under contract with Licensee who do not have a National Provider Identifier (NPI), including but not limited to office managers, nurses, secretaries, or other administrative staff.
“System”means the Licensee’s computer system in which Programs are installed, including allied Equipment, programs, and related optional software, hardware and or auxiliaries.
“Updates” means any changes, enhancements or modifications to a Program, documentation, services, and materials that are provided by SMARTCLINIX to Licensee. The determination of whether or not to issue a change, enhancement or modification designate any change, enhancement, or modification as an Update shall be, in each case, made solely by Updates do not include new Products, materials, services, documents or major enhancements and or early release versions of any new or existing products and services.
“User” or “End User” means you and any other user of the Programs and Services authorized to Client.
“User Manuals” means documentation, and materials that accompany any Program and are published and distributed by or on behalf of SMARTCLINIX to the Licensee from time to time.
“Website” means the website accessible from the URLhttps://www.SmartClinix.net/ or other SMARTCLINIX domains or as per agreed upon scope of work .
“Your Health Information” means health information that you or your Workforce or other USers enter into the SMARTCLINIX Programs.
“Your Site” means the location you provided us upon registration, and such other location or locations as we may approve from time to time.
SMARTCLINIX grants to Licensee a nonexclusive, nontransferable license, without the right to sublicense, to access and use the Software hosted by SMARTCLINIX, subject to the terms, conditions, and limitations set forth in this agreement. The Software shall be used with Equipment comparable in operation to the recommended operating system, hardware types, and network setting and peripherals as recommended by SMARTCLINIX from time to time.
A. Licensee shall use software for its internal business purposes only, and for no other purpose.
NO SHARING OF USERNAMES OR PASSWORDS IS PERMITTED.
SMARTCLINIX grants to Licensee a nonexclusive, nontransferable license, without the right to sublicense, to access and use the Software hosted by SMARTCLINIX, subject to the terms, conditions, and limitations set forth in this agreement. The Software shall be used with Equipment comparable in operation to the recommended operating system, hardware types, and network setting and peripherals as recommended by SMARTCLINIX from time to time.
A. Licensee shall use software for its internal business purposes only, and for no other purpose.
NO SHARING OF USERNAMES OR PASSWORDS IS PERMITTED.
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Modifications: SMARTCLINIX may modify these terms of service at any time, at its sole and exclusive discretion.You will be provided at least thirty (30) days’ notice prior to the new Terms of Service taking This notice may be provided via any reasonably commercial means, including a notification within the software.
Upon receipt of such a notice or notification of the change in the Terms of Service, You may terminate this agreement by providing written notice to SMARTCLINIX before the effective date of the change. You agree that your failure to give notice of termination prior to the effective date of the change, or acceptance of the change to these Terms of Service within or outside of the software, or by having receipt of notice of the change and failing to object to the same within ten (10) business days shall constitute acceptance of the change. Upon acceptance, the Terms of Service, as amended, shall become part of the Agreement between the parties
Termination, Suspension or Amendment as a Result of Government Regulation: Notwithstanding anything to the contrary in this Agreement, SMARTCLINIX has the right, on proper notice to you, to immediately terminate, suspend, or amend this Agreement, without liability to you in order to:
1.Comply with any order issued or proposed to be issued by any governmentalagency;
2.Comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard;or
3.If the performance of any term of this Agreement by either Party would cause it to be in violation of law, or would otherwise jeopardize the relationship between SMARTCLINIX and its key providers
Judicial or Administrative Procedures: We may terminate this Agreement immediately upon notice to You if:
1.You, or any member of your organization is named as a defendant in a criminal proceedings for a violation of federal or state law;
2.A finding or stipulation that you have violated any standard or requirement of federal or state law relating to the privacy and/or security of health information is made in any administrative or civil proceeding; or
3.You are excluded from participation in a federal or state healthcare program
Insolvencyor Bankruptcy: We may terminate this agreement immediately in the event that Client discontinues business, or becomes insolvent, or if any action relating to the bankruptcy or insolvency of the Licensee is instituted. In such an event, UHDC shall be nominated as the ‘first creditor’ with regards to the allocation of the Licensee’s assets and any recovery
Suspension of Access: We may suspend access to the Programs or the Services by you or anymember of Client’s workforce immediately pending your cure of any breach to this Agreement, or in the event we determine, in SMARTCLINIX’s sole discretion, that access to or use of the Software or Services by you or any member of Client’s workforce may jeopardize the Software or Services, or the confidentiality, privacy, security, integrity or availability of information within the Software or Services, or that you or a member of Client’s workforce has violated or may violate this Agreement or any stated Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorised use of the Software or Services with any User ID assigned to you or a member of Client’s workforce. We may terminate access of any member of your workforce upon termination or change in status of his or her employment with you. Our election to suspend access to the Software, or other Services we provide shall not have the effect of waiving any other tights we may have under this agreement, including termination.
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