eMedicalFusion :: Terms of Service

Terms of Service

Terms of Service

Software Service Hosting Agreement

1. ACCEPTANCE OF TERMS OF SERVICE (TOS).  BY CLICKING THE "I ACCEPT" BOX OR USING THE EMEDICALFUSION SOFTWARE THAT YOU (“SUBSCRIBER” or “YOU”) HAVE SELECTED TO PURCHASE IN THE ORDERING AND REGISTRATION PROCESS (THE "SOFTWARE") YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT (“AGREEMENT” OR “TOS”). IF YOU ARE REGISTERING ON BEHALF OF A COMPANY SUBSCRIBER ("COMPANY") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT AND SUBSCRIBER HEREBY CERTIFIES THAT IT HAS THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I ACCEPT" BOX AND DO NOT REGISTER OR USE THE SOFTWARE. COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SOFTWARE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY ALL OF THESE LICENSE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY AND TIME YOU CHECK THE "I ACCEPT" BOX OR SIGN THE PAPER VERSION OF THE TERMS OF SERVICE.

 

eMedicalFusion, LLC, a Virginia limited liability company (“eMedicalFusion”) provides its service subject to the following TOS, which may be updated by us from time to time without notice. The most current version of the TOS can be seen at any time at: http://www.emedicalfusionstore.com/pages.php?pageid=3.

 

 
2. DESCRIPTION OF SERVICE.
eMedicalFusion currently provides users with access to a rich collection of applications delivered as a service (SaaS applications), including, various online tools and services, customer and patient management, demographics integration and physician practice workflow through its network of applications, hereafter the "Service". Subscriber also understands and agrees that the Service may include certain communications from eMedicalFusion, such as service announcements, administrative messages and the eMedicalFusion Newsletter, and that these communications are considered part of eMedicalFusion membership and You will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augments or enhances the current Service, including the release of new eMedicalFusion properties, shall be subject to the TOS. Subscriber understand and agree that the Service is provided "AS-IS", “WHERE IS”, and that eMedicalFusion assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or settings. Subscriber is responsible for obtaining internet access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). Subscriber is responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, You must provide and are responsible for all equipment necessary to access the Service.


3. SUBSCRIBER REGISTRATION OBLIGATIONS.
 In consideration of Subscriber’s use of the Service, Subscriber agrees to: (a) provide true, accurate, current and complete information about Subscriber as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Subscriber provides any information that is untrue, inaccurate, not current or incomplete, or eMedicalFusion has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, eMedicalFusion has the right to suspend or terminate Subscriber’s account and refuse any and all current or future use of the Service (or any portion thereof).


4. eMedicalFusion PRIVACY POLICY.  
Registration Data and certain other information about You are subject to our Privacy Policy. For more information, see our full privacy policy at http://www.eMedicalFusion.com/privacy.html.


5. SUBSCRIBER ACCOUNT PASSWORD AND SECURITY.
Subscriber may receive or create a password and account designation upon completing the Service's registration process. Subscriber is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under Subscriber’s password or account. Subscriber agrees to (a) immediately notify eMedicalFusion of any unauthorized use of Subscriber’s password or account or any other breach of security, and (b) ensure that You exit from Subscriber’s account at the end of each session. eMedicalFusion shall not be liable for any loss or damage arising from Subscriber’s failure to comply with this Section 5.


6. SUBSCRIBER CONDUCT.
 Subscriber understands that all information and data are the sole responsibility of the person from which such Content originated. This means that you, and not eMedicalFusion, are entirely responsible for all Content that You upload, post, email, transmit or otherwise make available via the Service. eMedicalFusion does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will eMedicalFusion be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. Subscriber agrees to not use the Service to:

a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b. impersonate any person or entity, including, but not limited to, an eMedicalFusion official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

c. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

d. upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

e. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

f. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;

g. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; h. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; j. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

k. collect or store personal data about other users. Subscriber acknowledges that eMedicalFusion does not pre-screen Content, but that eMedicalFusion and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, eMedicalFusion and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. Subscriber agrees that it must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not rely on any Content created by eMedicalFusion or submitted to eMedicalFusion, including without limitation information in eMedicalFusion, message boards, file repositories, and in all other parts of the Service. Subscriber acknowledges and agrees that eMedicalFusion may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of eMedicalFusion, its users and the public. To the extent that any such content is protected by HIPAA, eMedicalFusion will fully comply with the HIPAA regulations regarding any such disclosure.  understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.


7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE.
 Recognizing the global nature of the Internet, You agree to comply with all applicable local, state, national or international rules, laws, statutes and regulations regarding online conduct and acceptable Content. Specifically, You agree to comply with all applicable laws, rules, statutes and regulations regarding the transmission of technical data exported from the United States or the country in which You reside.


8. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE.
 eMedicalFusion does not claim ownership of Content You submit or make available for inclusion on the Service. Specifically, any and all content entered into the system by Subscriber remains the sole property of Subscriber.


9. INDEMNITY.  
Subscriber agrees to indemnify and hold eMedicalFusion, and its subsidiaries, owners, managers, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content You submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.


10. NO RESALE OF SERVICE.
 Subscriber agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service except if Subscriber is also an authorized Reseller. 


11. GENERAL PRACTICES REGARDING USE AND STORAGE.
Subscriber acknowledges that eMedicalFusion may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service and the maximum disk space that will be allotted on eMedicalFusion's servers on your behalf. eMF commits to using its good faith efforts in accordance with reasonable commercial practices to provide the continuing availability of your data. Subscriber agrees that eMedicalFusion has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. Subscriber acknowledges that eMedicalFusion reserves the right to log off accounts that are inactive for an extended period of time. Subscriber further acknowledges that eMedicalFusion reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.


12. MODIFICATIONS TO SERVICE.
 eMedicalFusion reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. If the discontinuance is permanent, eMedicalFusion will provide a minimum of 30 days notice of such discontinuance. Subscriber agrees that eMedicalFusion shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service beyond a prorata refund for temporary disruptions where the Service is entirely not usable that extend beyond one business day.


13. PAID SUBSCRIPTIONS.
For the term of Subscriber's Subscription Period (defined as monthly, pro-rated) and subject to Subscriber's payment of the Subscription Fee paid in advance (monthly, pro-rated), eMedicalFusion grants Subscriber: 1) the non-exclusive, non-transferable, nonsublicensable right to use and modify the Software only for Subscriber's own internal use of the Software and limited to the number of Subscription Users for which Subscriber has paid the applicable fee; 2) the right to receive support pursuant to the Standard Support Services. During any term of this Agreement, Subscriber grants to eMedicalFusion a non-transferable, non-exclusive, license to reproduce and display Subscriber's logos, trademarks, trade names and similar identifying material so that eMedicalFusion may refer to Subscriber as a user of the Software should eMedicalFusion so desire, such as on the eMedicalFusion website, in press releases and in other marketing materials. eMedicalFusion reserves the right at any time to charge or modify fees for access to portions or whole of any or all of the Services. If at any time eMedicalFusion requires a fee for any of the Services, You will be given at least 30 days advance notice of such fees and the opportunity to cancel your membership before such charges are imposed. If You elect not to pay such fees, eMedicalFusion shall have the right to cease providing such Service to you. Subscriber shall pay to eMedicalFusion an amount specified on eMedicalFusion's website or the amount specified on Subscriber-specific quote from eMedicalFusion ("Subscription Fee"). Subscriber shall pay the applicable Subscription Fee for the initial term of the Subscription Period on the Effective Date of every month. eMedicalFusion requires Subscriber to maintain a recurring payment obligation with eMedicalFusion’s then current payment method, currently PayPal. Through the recurring payment mechanism, Subscriber shall make future fee payments for all Subscription Users due under the terms of this Agreement for renewal terms on each one (1) month anniversary of the Effective Date. All fees paid to eMedicalFusion are non-refundable. eMedicalFusion reserves the right to modify its fees upon thirty (30) day prior written notice, which may be provided by e-mail. By entering into this Agreement, Subscriber is expressly agreeing that eMedicalFusion will automatically bill Subscriber's credit card or alternative payment form in the billing frequency established by the length of Subscriber's initial term for renewal fees. Subscriber agrees to provide eMedicalFusion with complete and accurate billing and contact information and to update all billing information when it changes. If invoiced by eMedicalFusion, payments for such invoices are due immediately. eMedicalFusion may terminate this Agreement and/or Subscriber's access to the subscription if the billing or contact information is false, fraudulent or invalid or for any other reason. eMedicalFusion may also terminate this Agreement and/or Subscriber's access to the Service so that the Service will cease to function for Subscriber's non-payment of fees that is delinquent. Subscriber agrees that eMedicalFusion may charge unpaid fees to Subscriber's credit card or otherwise bill Subscriber for unpaid fees as well as levy fees for repeat processing and chargeback fees if applicable. eMedicalFusion shall be entitled to reimbursement of all reasonable collection costs incurred as a result of unpaid balances including credit card processing fees, reprocessing fees, chargeback fees, attorney fees and other penalty fees.


14. TERMINATION.
Subscriber agrees that eMedicalFusion or Subscriber may under certain circumstances terminate its eMedicalFusion account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by Subscriber (self-initiated account terminations), (d) termination of the offering by eMedicalFusion. Termination of Subscriber’s eMedicalFusion account may include any of all of the following: (a) removal of access to all offerings within the Service, including but not limited to (b) deletion of Subscriber’s password and all related information, files and content associated with or inside Subscriber’s account (or any part thereof), and (c) barring further use of the Service. Termination for any reason other than requests by law enforcement or other government agencies shall be done on 30 days notice, whether termination is by Subscriber or by eMedicalFusion. Further in the case of any termination except one done by law enforcement or other government agency whereby eMedicalFusion is prohibited from such action, eMedicalFusion will fully cooperate with Subscriber to migrate all of Subscriber’s data off the system. Generally, eMedicalFusion’s migration support shall consist of providing a backup copy of Subscriber’s database. Further, Subscriber agrees that all terminations for cause shall be made in eMedicalFusion's sole discretion and that eMedicalFusion shall not be liable to You or any third-party for any termination of your account, any associated email address, deletion of data or access to the Service.


15. DEALINGS WITH ADVERTISERS.
Subscriber’s correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Subscriber and such advertiser. Subscriber agrees that eMedicalFusion shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.


16. LINKS.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because eMedicalFusion has no control over such sites and resources, You acknowledge and agree that eMedicalFusion is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that eMedicalFusion shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.


17. eMedicalFusion'S PROPRIETARY RIGHTS. Subscriber acknowledges and agrees that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Subscriber further acknowledges and agrees that Content contained in sponsor advertisements or information presented to You through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by eMedicalFusion or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. eMedicalFusion grants Subscriber a personal, non-transferable and non-exclusive right and license to use the object code of its Software provided that Subscriber does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. Subscriber agrees not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. Subscriber agrees not to access the Service by any means other than through the interface that is provided by eMedicalFusion for use in accessing the Service.


18. DISCLAIMER OF WARRANTIES.
SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT: a. SUBSCRIBER’S USE OF THE SERVICE IS AT SUBSCRIBER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS", “WHERE IS”, AND "AS AVAILABLE" BASIS. EMEDICALFUSION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING THE PRIOR PROVISION,  EMEDICALFUSION AND YOU HEREBY ACKNOWLEDGE AND AGREE THAT a. THE 3DCART 99.9% UPTIME GUARANTEE FOR THE SHOPPING CART PORTION OF THE EMEDICALFUSION OFFERING IS APPLICABLE.   ANY REMEDY FOR THE NON-ACHIEVEMENT OF THIS PROVISION SHALL BE PASSED ON TO SUBSCRIBER WITHOUT DEDUCTION; b. WHILE EMEDICALFUSION WILL CORRECT IDENTIFIED SOFTWARE ERRORS AS EXPEDITIOUSLY AS REASONABLY POSSIBLE, NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, EMEDICALFUSION MAKES NO WARRANTY  OR REPRESENTATION THAT (i) THE SERVICE WILL MEET SUBSCRIBER’S 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 PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SERVICE WILL MEET SUBSCRIBER’S EXPECTATIONS; c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR CONSEQUENCES THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; and d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM EMEDICALFUSION OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.


19. LIMITATION OF LIABILITY.
 SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT EMEDICALFUSION SHALL NOT BE LIABLE FOR ANY DIRECT, 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 EMEDICALFUSION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.



20. EXCLUSIONS AND LIMITATIONS.
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 OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.


21. FEES FOR RETURNED PAYMENT ITEMS. 
Whether paying by check or credit card, returned item fees of $35 per occurrence are due in the event of returned checks or unsuccessful credit card payments except in the case of an expired card, providing that Subscriber provides the new card or expiration date within 3 business days of the request from eMedicalFusion.


22. NOTICE.
 Notices to You may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to You generally on the Service.


23. TRADEMARK INFORMATION.
 eMedicalFusion trademarks and service marks, and other eMedicalFusion logos and product and service names are trademarks of eMedicalFusion (the "eMedicalFusion Marks"). Without eMedicalFusion's prior permission, You agree not to display or use in any manner, the eMedicalFusion Marks.


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25. GENERAL INFORMATION.
The TOS constitutes the entire agreement between You and eMedicalFusion and governs your use of the Service, superseding any prior agreements between You and eMedicalFusion. Subscriber also may be subject to additional terms and conditions that may apply when You use affiliate services, third-party content or third-party software. The TOS and the relationship between Subscriber and eMedicalFusion shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. Subscriber and eMedicalFusion agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Fairfax, Commonwealth of Virginia or the United States District Court for the Eastern District of Virginia.   You and eMedicalFusion irrevocably waives any and all rights to a trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated under this Agreement. The failure of eMedicalFusion to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. Subscriber agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.