EFFECTIVE: October 1, 2018
THESE TERMS OF Site ("TERMS") CONSTITUTE A CONTRACT BETWEEN YOU AND Office Practicum AND GOVERN THE USE OF AND ACCESS TO products and Sites available through the Ideas Portal, website, forums, or other web- or cloud-based sites offered by Office Practicum (“Site(s)”).
By accessing or using a Site, or authorizing or permitting another person or entity on your behalf to access or use the Site (“End User”), You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to Office Practicum that You have the authority to bind such Entity and its affiliates to these Terms. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Site.
1. GENERAL CONDITIONS; ACCESS TO AND USE OF THE Site
1.1 You have the limited right to access and use the Site for Your internal business purposes. Without limiting the foregoing, Your right to access and use the Site is also subject to the restrictions and policies implemented by Office Practicum from time to time with respect to the particular Site.
1.2 You agree not to, as applicable: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Site available to any third party, other than End Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Site to process data on behalf of any third party other than Subscribers or End Users; (c) modify, adapt, or hack the Site or otherwise attempt to gain unauthorized access to the Site or related systems or networks; (d) falsely imply any sponsorship or association with Office Practicum, (e) use the Site in any unlawful manner, including but not limited to violation of any person's privacy rights; (f) use the Site to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Site to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights; (h) use the Site in any manner that interferes with or disrupts the integrity or performance of the Site and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Site; (j) use the Site to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Site to store or transmit any "protected health information" as that term is defined in 45 C.F.R. 160.103; (l) use the Site to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); or (m) try to use, or use the Site in violation of these Terms.
1.3 You are solely responsible for ensuring that use of the Site to store and transmit any of your own information is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Site sufficient for Your purposes. Access to and use of the Site is restricted to contracted OP customers. You agree and acknowledge that each End User in Your practice will be identified by a unique email address and password ("Login") and that an End User Login may only be used by one (1) individual. You will not share a Login among multiple individuals. You and Your End Users are responsible for maintaining the confidentiality of all Login information for Your Account.
2. DATA PRIVACY AND SECURITY; CONFIDENTIALITY
2.1 Confidential Information: means all information disclosed by You to Office Practicum or by Office Practicum to You electronically through the Site, or in any other manner, which may or may not be labeled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party's Confidential Information.
Subject to the express permissions of these Terms, You and Office Practicum will protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other's Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and Subscribers who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
3. INTELLECTUAL PROPERTY RIGHTS
The rights granted to You, Subscribers and End Users to use the Site under these Terms do not convey any additional rights in the Site, or in any rights, title and interest in or to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). Subject only to limited rights to access and use the Site as expressly permitted herein, all rights, title and interest in and to the Site and all hardware, software and other components of or used to provide the Site, including all related intellectual property rights, will remain with and belong exclusively to Office Practicum.
Ideas. Using this Ideas Portal, and otherwise during our relationship, You may provide ideas, plans, workflow designs and other materials to Us, and collaborate with Us in order to enhance or customize Office Practicum’s products or services.. Any and all such contributions You provide to Us which become incorporated into the Services are, without exception, Our property with no claim or reservation of intellectual property rights by You, and We may implement any of Your ideas, plans, work processes or business rules and may re-use them in whole or in part for the implementation of OP or the Services for any of our other customers. Nothing in this section applies to Your content, brands, trademarks, copyrighted materials, or other intellectual property interests contained in patient data.
4. Third Party Sites
If You decide to enable, access or use non-Office Practicum Sites provided by third parties (“Third Party Sites”) be advised that Your access and use of such Third Party Sites is governed solely by the terms and conditions of such Third Party Sites, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Sites, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such Third Party Sites. You irrevocably waive any claim against Office Practicum with respect to such Third Party Sites. Office Practicum is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third Party Sites, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Sites. You may be required to register for or log into such Third Party Sites on their respective websites. By enabling any Third Party Sites, You are expressly permitting Office Practicum to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Third Party Site.
5. DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Office Practicum EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Office Practicum DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM Office Practicum OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
6. LIMITATION OF LIABILITY
6.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SUBSCRIBERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE Site, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
6.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, Office Practicum's LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.