End User License Agreement
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II. The Service.
The “Service” means, collectively, the healthpiper website located at www.healthpiper.com, healthpiper’s proprietary mobile application made generally available through the Apple or Android app stores (“App”), healthpiper’s proprietary web application accessible through the healthpiper website, all services including without limitation, messaging, video chat, sending files and photos, and any other Internet service or property under healthpiper’s partial or complete control.
III. Mobile Services.
The App will offer the Services via a mobile phone, personal digital assistant or other wireless device running iOS or Android operating system (collectively, “Mobile Services”). Users mobile carrier’s normal messaging, data, and other rates and fees will apply to Users use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by Users mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, Users are solely responsible for checking with Users mobile carrier to determine if the Mobile Services are available for Users mobile devices, what restrictions, if any, may be applicable for using the Mobile Services, and how much they will cost Users. Nevertheless, all use of the App and the related Mobile Services must be strictly in accordance with this EULA.
IV. Eligibility to Use the Service.
a. Representative of an Organization. When Users are using the Service in connection with Users relationship with a company, entity, or organization (collectively “Organization”), User represents and warrants that User is an employee, contractor or other individual authorized by the Organization to enter into this EULA and use the Service, and to bind the Organization to this EULA.
V. Users Account
Users represent and warrant that the information Users provide to healthpiper upon the licensing of the Service and at all other times will be true, accurate, current, and complete. a. Users Log-In Credentials. To use the Service, Users will need to accept the invite and confirm Users log-in credentials. Users will have log-in information, including a log-in email and password, in connection with Users account. User’s account is for the exclusive use of User, and User may not share account information with, or allow access to User’s account by any third party. User will be responsible for all activity that occurs under User’s access credentials. User agrees to use best efforts to prevent unauthorized access to or use of the Service and to preserve the confidentiality of User’s username and password, and any device that User uses to access the Service. b. Accuracy of Role User agrees not to invite others to use the Service as Doctor unless User has first-hand and verified knowledge that the person invited is currently a licensed healthcare provider and will be using the Service in that role. User further agrees that User will not invite others to use the Service as Assistant unless User has first-hand and verified knowledge that the person invited is currently an assistant to a licensed healthcare provider and will be using the Service in that role. User agrees that they will not use the Service in the role of Doctor if they are not currently a licensed healthcare provider and using the Service in that role, and as Assistant unless User is currently an assistant to a licensed healthcare provider and using the Service in that role. Breach of account User agrees to notify healthpiper immediately of any breach in secrecy of User’s log-in information. If User has any reason to believe that User’s account information has been compromised or that User’s account has been accessed by a third party, User agrees to immediately notify healthpiper by e-mail at email@example.com or by using the “technical support” link in App or on website. User will be solely responsible for the losses incurred by healthpiper and others due to any unauthorized use of User’s account.
VI. Business Associate Provisions
The provisions of this section (VI) shall apply only to Doctors as defined in this Agreement, and not to Assistants or Patients. For Users using this service to convey Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), who are required under HIPAA to obtain a Business Associate Agreement (BAA), this Agreement will constitute our BAA as defined by HIPAA. We hereby agree as follows: Not to use or disclose PHI except as permitted or required by this Agreement or as required by law; Use appropriate safeguards and comply, where applicable, with the Security Rule as defined by HIPAA with respect to electronic protected health information, and to prevent the use or disclosure of such information other than as provided for by this Agreement; Report to you any use or disclosure of such information not provided for by this Agreement of which we become aware, including breaches of unsecured protected health information as required by §164.410 of HIPAA, and any security incident involving the information of which we become aware In accordance with §§164.502(e)(1)(ii) and 164.308(b)(2) of HIPAA, as applicable, ensure that any subcontractors that create, receive, maintain or transmit Protected Health Information on our behalf agree to the same restrictions, conditions, and requirements that apply to us with respect to such information; and we obtain satisfactory assurances that such subcontractors will appropriately safeguard such information, it being agreed that subcontractors who do not have the technical ability to access PHI will be considered conduits and not Business Associates as defined by HIPAA (it being agreed that other users of the Services are not our subcontractor; Make available PHI to you as necessary to satisfy your obligations under §164.524 of the Privacy Rule; Make available PHI for amendment and incorporate any amendments to PHI in accordance with §164.526 of the Privacy Rule; Maintain and make available such information required to provide an accounting of disclosures in accordance with §164.528 of the Privacy Rule; To the extent that we are to carry out your obligations under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to you in the performance of such obligations; Make our internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by us on your behalf, available to the Secretary of the United States Department of Health and Human Services for purposes of determining your compliance with the Privacy Rule; At termination of this Agreement we will provide your PHI at reasonable cost in an electronic form that is accessible through commercially available hardware and software. You may have to purchase such hardware and software from third parties in order to access your data, and you may have to configure your systems in order to use your data in your practice. Upon termination we will, if feasible, return or destroy all PHI received from, or created or received by us on your behalf that we still maintain in any form, and retain no copies of such information; or, if such return or destruction is not feasible, extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. You acknowledge that if you have approved, in accordance with the terms of this Agreement, other users of our services (such as your patients, other providers, clinical laboratories or pharmacies) or their respective business associates, we will continue to make such information and data available to such users pursuant to the terms of the agreements we have with them. Doctors using the Service with PHI agree to the following: Doctors will be solely responsible for managing and protecting PHI in accordance with HIPAA and HITECH, including but not limited to all password, physical access, background checks, and that healthpiper will have no liability for any exposure of PHI related to these failure of user to fulfill these responsibilities, including in cases in which the design or execution of the Services have contributed to the failure of User to fulfill these responsibilities. Doctors will only invite in the role of Assistant persons who under HIPAA and the applicable state laws are legally allowed to have access to PHI of the Patients of the Doctor, and that Doctor will be solely responsible for Assistant’s legal and appropriate use of PHI, and Doctor will be responsible for revoking such Assistant’s access immediately upon the end of their right to access this PHI, and will also monitor Assistant’s use of the Service and make sure it is in accordance with HIPAA, HITECH, and applicable state law.
User represents and warrants that the information User provides to healthpiper upon the licensing of the Service and at all other times will be true, accurate, current, and complete. User agrees to receive email from healthpiper at the email address User provided to healthpiper for customer service-related purposes. b. License to User. healthpiper authorize User, subject to this EULA, to (a) access and use the Website, (b) access and use healthpiper web application, (c) download, access, and use healthpiper mobile application and (d) access and use all other healthpiper content (“Content”) solely for User’s personal use of the Service, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. User will preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy Users make of the Content. c. healthpiper Marks. healthpiper, the healthpiper logo, and other healthpiper logos and product and service names are or may be trademarks of healthpiper (“Marks”). Without healthpiper’s prior written permission, and except as solely enabled by any link as provided by us, User agrees not to display or use in any manner these Marks.
VIII. Suggestions and Submissions
If User sends healthpiper creative ideas, suggestions, inventions, or materials (collectively, “Feedback”): a. User hereby grants to healthpiper a worldwide, non-exclusive, irrevocable, perpetual, royalty-free and unlimited license to use the Feedback, whether written or oral, in any manner whatsoever; b. healthpiper will not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback, other than Protected Healthcare Information as defined under HIPAA; and c. healthpiper will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to User or any other person.
IX. Limitations and Prohibitions
Users agree to use the Service solely as intended through the provided functionality of the Service and as permitted under this EULA. User agrees to use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. In addition, User agrees to comply with the following: a. Unless expressly permitted in this EULA, User agrees not to copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Service without healthpiper’s prior written authorization. b. User agrees not to bypass, circumvent, damage or otherwise interfere with any security or other features of the Service designed to control the manner in which the Service is used, harvest or mine healthpiper Content from the Service, or otherwise access or use the Service in a manner inconsistent with this EULA. User agrees not to attempt to gain access to information of any other User other than that provided intentionally to User by other User by sending directly and intentionaly to User. c. User agrees not to undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Service, including any healthpiper Content available on or through the Service. d. User agrees not to use, display, mirror, frame or utilize framing techniques to enclose the Service, including any Content available on or through the Service, or any portion thereof, through any other application or website. e. User agrees not to provide any false personal information to healthpiper or create a false identify or impersonate another person or entity in any way. f. User agrees not to create a new account with healthpiper, without healthpiper’s prior express written consent, if healthpiper has previously disabled an account of User. g. User agrees not to restrict, discourage or inhibit any person from using the Service. h. User agrees not to gain unauthorized access to the Service, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service. i. User agrees not to post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service. j. User agrees not to interfere with or disrupt the Service, or networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers. k. User agrees not to violate any applicable federal, state or local laws or regulations or this EULA when using the Service. l. Users agree not to use the Service to build a competitive product or service. User agrees that any breach of these restrictions may subject User to pay healthpiper for any damages resulting from such breach.
X. Consequences of Violating This EULA
healthpiper reserves the right to suspend or terminate Users account and prevent access to the Service for any reason, at healthpiper’s discretion. healthpiper reserves the right to refuse to provide the Service to User in the future. healthpiper may (but has no obligation to) review and remove any content User submits or posts to the Service at any time for any reason. User is responsible for any claims, fees, fines, penalties, and other liability incurred by healthpiper or others caused by or arising out of User’s breach of this EULA and User’s use of the Service.
XI. healthpiper’s Liability
a. Changes to the Service. healthpiper may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Site or any feature, or cost, without notice or liability. b. Content Accuracy. healthpiper make no representations about accuracy, reliability, completeness, or timeliness of any of the content of the Service. Similarly, healthpiper make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service. User agrees to use Service at User’s own risk. c. User Disputes. healthpiper are not responsible for any disputes or disagreements between Users and Users Organization or any other user Users interact with when using the Service. User assumes all risk associated with dealing with these third parties, and User releases healthpiper of all claims, demands, and damages in connection with these disputes. User agrees not to involve healthpiper in such disputes in any way.
XII. DISCLAIMER OF WARRANTIES
“Released Parties” include healthpiper and its affiliates, officers, employees, agents, partners, and licensors. USERS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) USERS USE OF THE SERVICE IS AT USERS SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET USERS REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICE AVAILABLE ON THE SERVICE WILL MEET USERS EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL THAT USERS DOWNLOAD OR OTHERWISE ACCESS ON OR THROUGH THE SERVICE IS DOWNLOADED OR ACCESSED AT USERS SOLE DISCRETION AND RISK, AND USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USERS COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR ACCESSING ANY SUCH MATERIAL.
XIII. LIMITATION OF LIABILITY AND INDEMNIFICATION
USER EXPRESSLY UNDERSTANDS AND AGREES THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO USERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HEALTHPIPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) USER’S USE OR INABILITY TO USE THE SERVICE; (ii) USER’S RELIANCE ON CONTENT MADE AVAILABLE ON THE SERVICE; OR (iii) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO USERS. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR USERS USE OF HEALTHPIPER CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100. User agrees to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) User’s use of or reliance on the Service, (ii) User’s use of or reliance on any Content, or (iii) User’s breach of this EULA.
XIV. General Terms
XV. Arbitration, Class Waiver, and Waiver of Jury Trial
This EULA and the relationship between Users and healthpiper shall be governed by the laws of the State of California without regard to its conflict of law provisions. Users and healthpiper agree to submit to binding arbitration or any disputes relating to Users use of the Service under the rules of the American Arbitration Association. Any such arbitration be conducted in the County of Los Angeles, unless mutually agreed by healthpiper and User or Users to move the location of this arbitration. The prevailing party shall be entitled to reimbursement for all expenses related to such arbitration, including but not limited attorney fees, arbitration fees, and expert fees. Whichever party initiates the claim will be required to advance the costs of the arbitration including the fees of the arbitrator. These costs will be reimbursable it the initiating party prevails in the arbitration. User covenants not to sue seek damages or compensation from healthpiper in any other forum. User also acknowledges and agrees that, with respect to any dispute with the Released Parties arising out of or relating to Users use of the Service or this EULA: a. USER IS GIVING UP USER’S RIGHT TO HAVE A TRIAL BY JURY; b. USER IS GIVING UP USER’S RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND c. USER AGREES TO FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR TO HAVE IT FOREVER BARRED.