klipMedical Terms of Service
A. klipMedical GENERAL TERMS OF SERVICE.
Thank you for selecting the Services offered by klipMedical. or its Affiliates
(referred to as "klipMedical", "we", "our", or "us") on this website. Please
review these Terms of Service ("Agreement") thoroughly. This Agreement is a
legal agreement between you and klipMedical. By clicking "I AGREE," indicating
acceptance electronically, accessing or using the Services, you agree to these
terms. If you do not agree to this Agreement, then do not indicate acceptance of
the Agreement, and do not use the Services.
1. AGREEMENT
1.1 This Agreement describes the terms governing your use of the klipMedical
online services provided to you on this website, including content, updates and
new releases, (collectively, the "Services"). It includes by reference:
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klipMedical's Privacy Statement available on this website or provided to you in
writing for the Services you selected.
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Additional Terms and Conditions for the Services that you have selected,
including from third parties.
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Third Party Privacy Statement provided to you in writing for the Services you
selected.
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Any terms provided separately to you for the Services, including for example,
web or email product or program terms, ordering, activation, pricing and payment
terms, if applicable, for the Services.
1.2 An "Affiliate" means all klipMedical companies and subsidiaries that
directly or indirectly, control or are controlled by klipMedical, or are under
the common control with klipMedical. As used in this Agreement, control means
equity ownership of fifty percent (50%) or greater interest in the voting shares
held by an entity.
2. YOUR RIGHTS TO USE THE SERVICES AND RESTRICTIONS
2.1 The Services are protected by copyright, trade secret, and other
intellectual property laws. You are only granted the right to use the Services,
and klipMedical reserves all rights of ownership in the Services not granted to
you in writing here. As long as you meet any applicable payment obligations and
comply with this Agreement, klipMedical grants to you a personal, limited,
nonexclusive, nontransferable right to use the Services that is valid only for
the period of use provided in the ordering and activation terms, and only for
the purposes described by klipMedical on the website for the Services.
2.2 You agree not to use the Services or content on this website in a manner
that violates any applicable law, regulation or this Agreement. For example,
unless authorized by klipMedical in writing, you agree you will not:
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Provide access to or give any part of the Services to any third party.
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Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
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Attempt to access any other klipMedical systems that are not part of these
Services.
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Excessively overload the klipMedical systems used to provide the Services.
If you violate any of these terms, this Agreement and your right to use the
Services may be terminated by klipMedical in its sole discretion.
3. PAYMENT.
For Services offered on a payment or subscription basis, the following terms
apply, unless klipMedical notifies you otherwise in writing. This Agreement also
incorporates by reference and includes program ordering and payment terms
provided to you on the website for the Services:
a.
Payments will be billed to you in U.S. dollars, and your account will be debited
when you subscribe and provide your payment information, unless stated otherwise
in the program ordering or payment terms on the website for the Services.
b.
You must pay with one of the following:
1.
A valid credit card acceptable to klipMedical;
2.
A valid debit card acceptable to klipMedical;
3.
Sufficient funds in a checking or savings account to cover an electronic debit
of the payment due;
or
4.
By another payment option klipMedical provides to you in writing.
c.
If your payment and registration information is not accurate, current, and
complete and you do not notify us promptly when such information changes, we may
suspend or terminate your account and refuse any use of the Services.
d.
klipMedical will automatically renew your monthly or annual Services at the
current rates, unless the Services are cancelled or terminated under this
Agreement.
e.
Additional cancellation or renewal terms may be provided to you on the website
for the Services.
4. TRIAL PERIOD.
If you registered for a trial use of the Services ("Trial Period"), you must
decide to purchase the Services within the Trial Period in order to retain any
Content (defined in Section 6) that you have posted or uploaded during the Trial
Period. If you do not purchase the Services or products by the end of the Trial
Period, your Content will no longer be available to you.
To be very clear, after using the Services or product during the trial period,
if you decide not to purchase the full version of the Services, you will not be
able to access or retrieve any of the data you added/created during the trial.
5. YOUR PRIVACY AND PERSONAL INFORMATION.
You can view klipMedical’s Privacy Statement on the klipMedical website, or via
a link on the website for the Services you have selected. You agree to be bound
by the applicable klipMedical Privacy Statement, subject to change in accordance
with its terms. Most importantly, you agree:
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To klipMedical maintaining your data according to the klipMedical Privacy
Statement, as part of the Services.
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To give klipMedical permission to aggregate your non-personally identifiable
data which you enter or upload with that of other users of the Service. By way
of example, this means that klipMedical may use that aggregated data to improve
services, design promotions, or provide ways for you to compare business
practices with other users.
When you agree to these Terms of Service, you agree to this practice.
6. CONTENT
6.1
You are responsible for your content.
You are legally responsible for all information, data, text, software, music,
sound, photographs, graphics, video, messages or other materials ("Content")
uploaded, posted or stored through your use of the Services. You grant
klipMedical a worldwide, royalty-free, non-exclusive license to host and use the
Content in order to provide you with the Services. You agree not use the
Services for any illegal purpose or in violation of any applicable local, state,
federal or international law. You are encouraged to archive your Content
regularly and frequently. You are responsible for any Content that may be lost
or unrecoverable through your use of the Services. You must provide all required
and appropriate warnings, information and disclosure. You agree that you will
not use the Services to share, store, or in any way distribute financial data
that is not in accordance with the law. Any users suspected of having
information which involves fraud, embezzlement, money laundering, insider
trading, support for terrorism, or any other activity proscribed by law may have
their accounts terminated, their financial data erased, and they also may be
reported to law enforcement officials in the appropriate jurisdictions.
klipMedical is not responsible for the Content or data you submit on the
website.
You agree not to use the Services to upload, post, distribute, link to, publish,
reproduce, engage in or transmit any of the following, including but not limited
to:
a.
Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane,
threatening, abusive, hateful, harassing , offensive, inappropriate or
objectionable information or communications of any kind, including without
limitation conduct that would encourage or constitute an attack or "flaming"
others, or criminal or civil liability under any local, state, federal or
foreign law;
b.
Content or data that would impersonate someone else or falsely represent your
identity or qualifications, or that constitutes a breach of any individual’s
privacy, including posting images about children or any third party without
their consent (or a parent's consent in the case of a minor);
c.
Except as otherwise permitted by klipMedical in writing, advertisements,
solicitations, investment opportunities, chain letters, pyramid schemes, other
unsolicited commercial communication or engage in spamming or flooding;
d.
Virus, trojan horse, worm or other disruptive or harmful software or data; and
e.
Any information, software or Content which is not legally yours and may be
protected by copyright or other proprietary right, or derivative works, without
permission from the copyright owner or intellectual property rights owner.
6.2
Community forums.
The Services may include a community forum to exchange information with other
users of the Services and the public. Please use respect when you interact with
other users. klipMedical does not support and is not responsible for the
accuracy of others’ content in these community forums. Do not reveal information
in the community forum that you do not want to make public. Users may post
hypertext links to content hosted and maintained by third parties for which
klipMedical is not responsible.
6.3
klipMedical may freely use feedback you provide.
You agree that klipMedical may use your feedback, suggestions, or ideas in any
way, including in future modifications of the Services, other products or
services, advertising or marketing materials. You grant klipMedical a perpetual,
worldwide, fully transferable, sublicensable, irrevocable, fully paid-up,
royalty free license to use the feedback you provide to klipMedical in any way.
klipMedical will not sell, publish or share your feedback in a way that could
identify you without your explicit permission.
6.4
klipMedical may monitor your content from time to time.
klipMedical may, but has no obligation to, monitor content on the Services. We
may disclose any information necessary or appropriate to satisfy our legal
obligations, protect klipMedical or its customers, or operate the Services
properly. klipMedical, in its sole discretion, may refuse to post, remove, or
refuse to remove, any Content, in whole or in part, alleged to be unacceptable,
undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS YOU AGREE TO
7.1
klipMedical does not give professional advice.
klipMedical is not in the business of providing legal, financial, accounting,
health care, real estate or other professional services or advice. Consult the
services of a competent professional when you need this type of assistance.
7.2 klipMedical Services.
You may be offered other services, features, products, applications, online
communities, or promotions provided by klipMedical ("klipMedical Services"). If
you decide to use any of these klipMedical Services or products, additional
terms and conditions and separate fees may apply. You acknowledge that in
accessing some klipMedical Services you may upload or enter data such as names,
addresses and phone numbers, purchases, and other data to the Internet. You
grant klipMedical permission to use information you provide and about your
experience so that we can provide the klipMedical Services to you, monitor and
analyze your use of the services, maintain and update your data, and address
errors or service interruptions. We may use this data to improve services,
enhance future services, identify potentially relevant offers, and produce
anonymous research data. You grant klipMedical permission to combine the data
you have entered or uploaded with that of others in a way that does not identify
you or any individual personally. You also grant klipMedical permission to share
or publish summary results relating to such research data and to distribute or
license such data to third parties.
7.3
We may tell you about third party products or services. Subject to the
klipMedical Privacy Statement, klipMedical may offer products and services on
behalf of third parties who are not
affiliated with klipMedical ("Third Party Products") or the Services may contain
links to third party websites ("Third Party Sites").You agree that klipMedical
can use your contact information, including name and address, for the purpose of
offering these products to you in accordance with your stated klipMedical
contact preferences. If you decide to use any Third Party Products or access any
Third Party Sites, you are responsible for reviewing the third party’s separate
product terms, website terms and privacy policies. You agree that the third
parties, and not klipMedical, are responsible for their product’s performance
and the content on their websites. klipMedical is not affiliated with these
Third Party Products or Third Party Sites and has no liability for them
7.4
Communications choices.
klipMedical may be required by law to send you communications about the Services
or Third Party Products. You agree that klipMedical may send these
communications to you via email or by posting them on one of our sponsored
websites. We may also send business communications such as confirmations or
notices, that will be delivered to you via email or posted on our websites. You
are required to receive these communications. You can choose not to receive some
types of communication, such as marketing. Please review the Privacy Statement
or follow instructions on the communication.
7.5 You will track your passwords and accept updates. You are responsible
for securely managing your password(s) for access to the Services. If you become
aware of any unauthorized access to your Services account, theft or loss of your
password, you agree to contact klipMedical as soon as possible. The Services may
periodically be updated with tools, utilities, improvements, third party
applications, or general updates to improve and enhance the features and
performance of the Services. You agree to receive these updates automatically as
part of the Services.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN
RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS."
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, kLIPMEDICAL, ITS AFFILIATES,
AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR
SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A
PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR
NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY,
RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. kLIPMEDICAL AND
ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE
FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE
EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES
ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES,
WHICHEVER IS SOONER.
8.2 klipMedical AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR
WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH
ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS
NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002,
OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE
FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE ENTIRE LIABILITY OF klipMedical,
AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE
TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, kLIPMEDICAL
AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A)
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES
RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC
COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE,
LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE
THAT DOES NOT MEET kLIPMEDICAL SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY
EVEN IF kLIPMEDICAL AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF
KLIPMEDICAL, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE
SERVICES AND ITS USE.
You agree to indemnify and hold klipMedical and its Affiliates and Suppliers
harmless from any and all claims, liability and expenses, including reasonable
attorneys' fees and costs, arising out of your use of the Services or breach of
this Agreement (collectively referred to as "Claims"). klipMedical reserves the
right, in its sole discretion and at its own expense, to assume the exclusive
defense and control of any Claims. You agree to reasonably cooperate as
requested by klipMedical in the defense of any Claims.
10. CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this
Agreement from time to time, and the changes will be effective when posted on
our website for the Services or when we notify you by other means. Please review
the Agreement periodically on this website for changes. We have the right to
change any of the terms of this Agreement upon reasonable notice to you. We may
also change or discontinue the Services, in whole or in part, including but not
limited to, the Internet based services, pricing, technical support options, and
other product-related policies. Your continued use of the Services after
klipMedical posts or otherwise notifies you of any changes, indicates your
agreement to the changes.
11. TERMINATION. klipMedical may immediately and without notice terminate
this Agreement or suspend the Services provided to you, if you fail to comply
with these terms or if you no longer agree to receive electronic communications
(see Section 7.4). Upon termination you must immediately stop using the Services
and any outstanding payments will become due. Any termination of this Agreement
shall not affect klipMedical’s rights to any payments due to it. klipMedical may
terminate a free account at any time. Other requirements regarding termination
or cancellation of the Services may apply based on the specific ordering terms
for the Services provided to you. Sections 1.2, 5, 8 through 15 will survive and
remain in effect even if the Agreement is terminated, cancelled or rescinded.
12. EXPORT RESTRICTIONS. You acknowledge that this website, the Services,
and the underlying software may include U.S. technical data subject to
restrictions under export control laws and regulations administered by the
United States government. You agree that you will comply with these laws and
regulations, and will not export or re-export the Services, or any part of the
Services, in violation of these laws and regulations, directly or indirectly.
You also agree not to provide access to any part of the Services to anyone who
you have reason to know may use the Services in the development of nuclear,
chemical, or biological weapons.
13. GOVERNING LAW AND JURISDICTION. California state law governs this
Agreement without regard to its conflicts of laws provisions. To resolve any
legal dispute arising from this Agreement, you and klipMedical agree to the
exclusive jurisdiction of state courts in Los Angeles County, California U.S.A.
or federal court for the Sourthern District of California. klipMedical does not
represent that information on the website for the Services is appropriate or
available for use in all countries. klipMedical prohibits accessing materials
from countries or states where contents are illegal. You are accessing this
website on your own initiative and you are responsible for compliance with all
applicable laws.
14. LANGUAGE. Any translation of this Agreement is done for local
requirements and in the event of a dispute between the English and any
non-English version, the English version of this Agreement shall govern. The
parties hereby confirm that they have requested that this Agreement and all
related documents be drafted in English.
Les parties ont exigé que le présent contrat et tous les documents connexes
soient rédigés en anglais.
15. GENERAL.
This Agreement is the entire agreement between you and klipMedical and replaces
all prior understandings, communications and agreements, oral or written,
regarding its subject matter. This Agreement may be modified only by a written
amendment signed by the parties or as provided in this Agreement in Section 10
above. If any court of law, having the jurisdiction, rules that any part of this
Agreement is invalid, that section will be removed without affecting the
remainder of the Agreement. The remaining terms will be valid and enforceable.
The United Nations Convention on Contracts for the International Sale of Goods
does not apply to this Agreement. You cannot assign or transfer ownership of
this Agreement to anyone without the prior written approval of klipMedical.
However, klipMedical may assign or transfer it without your consent to (a) an
Affiliate, (b) another company through a sale of assets by klipMedical or (c) a
successor by merger. Any assignment in violation of this Section shall be void.
If you want to request a transfer of this Agreement or if your company is
acquired by or merged into another company, contact klipMedical via an email to:
transfer_license@klipMedical.com.
February 2011
______________________
B.
ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES
Your use of the Services provided by klipMedical are subject to the General
Terms of Service above including these Additional Terms and Conditions which
govern your use of the Services indicated below. These Additional Terms and
Conditions shall prevail over any conflict or inconsistency with the General
Terms of Service above.
klipMedical EMR Supplemental Agreement and Terms of Services
Thank you for selecting klipMedical EMR software (the “Software”). This license
agreement in addition to the klipMedical Terms of Service (the “Agreement”) is a
legal agreement between the User, a single legal entity identified in the
registration process provided as part of the start-up interview (“User”, “you”),
and klipMedical. (“klipMedical,” “we”, “our” or “us”).
By clicking “ACCEPT”, User indicates that it has read and understood, and
assents to be bound by, the terms of this Agreement. If the person clicking on
the “ACCEPT” button is an individual working for User (“Agent”), such person is
agreeing to the terms and conditions of this Agreement on behalf of User and
certifies that he/she is an Agent of User and has all necessary authority to act
on your behalf, including to bind User to the terms and conditions of this
Agreement.
If User does not agree to the terms of the Agreement, User is not granted any
rights whatsoever in the Software. If User is not willing to be bound by these
terms and conditions, User should not click on the “ACCEPT” button, and may not
access or otherwise use the Software or Services.
1. SUBSCRIPTION.
The Software is licensed on a monthly or yearly subscription basis, as selected
by User or its agent.
1.1 Termination by User. User may notify klipMedical to cancel the
subscription prior to the beginning of each Renewal Term. Your rights to use the
Software may be terminated by klipMedical immediately and without notice if
klipMedical is unable to debit your or its agent’s Card in accordance with this
Agreement.
1.2 Transfer of Agreement. The agreement can be transferred to another
person or entity only if such license has not been activated. Once validated,
and a company is created, the Software will not work by another entity. Even if
you stop using the Software, klipMedical has fulfilled your subscription term.
2. PERMITTED DISCLOSURES AND USE OF DATA.
You acknowledge and agree that in order to provide you with access to and use of
the Software and Services, klipMedical may provide your Access Information and
Account Data to (i) your employee or agent who is identified in the Registration
Data as the current system administrator for the your account (the “Current
Administrator”), (ii) such other employee or agent who may be designated by you
as a replacement administrator for the your account by following the procedures
required by klipMedical to effectuate such replacement, and (iii) any other
person identified as an authorized user of the Software in the set-up interview
form or in any subsequent communication to klipMedical (collectively,
“Information Recipients”).
3. SOFTWARE USE, STORAGE AND ACCESS.
klipMedical shall have the right, in its sole discretion and with reasonable
notice posted on the klipMedical EMR site and/or sent to you at the Current
Administrator’s email address provided in the Registration Data, to revise,
update, or otherwise modify the Services and establish or change limits
concerning use of the Software and Services, temporarily or permanently,
including but not limited to (i) the amount of storage space you has on the
Software at any time, and (ii) the number of times (and the maximum duration for
which) you may access the Software in a given period of time. klipMedical
reserves the right to make any such changes effective immediately to maintain
the security of the system or User Access Information or to comply with any laws
or regulations, and to provide you with electronic or written notice within
thirty (30) days after such change. You may reject changes by discontinuing use
of the Software and Services to which such changes relate. Your continued use of
the Software or Services will constitute your acceptance of and agreement to
such changes. For details about our refund policy, please refer to
www.klipmedical.com. klipMedical may, from time to time, perform maintenance
upon the Software or Services resulting in interrupted service, delays or errors
in the Software or Services. klipMedical will attempt to provide prior notice of
scheduled maintenance but cannot guarantee that such notice will be provided.