Here are our promises to You....
“Primary Member” means the person receiving medical, health, patient or resident care or related services from a Licensee and who has been permitted to use the Software by Licensee.
“Invited Member” means a person permitted by Primary Member to have access to the Primary Member’s private health information and data via the Software.
(a) the expiration or earlier termination of the Software License Agreement, Pilot Program Agreement or other License Agreement or license between Licensor and Licensee;
(b) the termination of this Agreement by Licensor, or your ceasing to be authorized by Licensee to use the Software, for any or no reason;
(c) if you are an Invited Member, the withdrawal or termination of authorization by the applicable Primary Member to be a participant in that Primary Member’s “Circle of Care” personal portfolio, and the communication in writing to Licensor and Licensee by said Primary Member of such withdrawal or termination of authorization; or
(d) your breach of or default under this Agreement.
2. Use Restrictions. You shall not, directly or indirectly:
(a) copy the Software or Documentation, in whole or in part;
(b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
(c) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(d) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(e) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;
(f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity,including any subcontractor, independent contractor, affiliate or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
(g) use the Software or Documentation in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including: (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and/or (iv) military or aerospace applications, weapons systems or environments;
(h) use the Software to communicate any medical or healthcare emergency;
(i) use the Software or Documentation in violation of any law, regulation or rule;
(j) use the Software or Documentation for any commercial purpose or for any public display; or
(k) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor's commercial disadvantage.
3. Compliance Measures.
(a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software: (a) beyond the scope of the license granted to pursuant to Section 1; or (b) prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.
4. Collection, Use and Transmission of Information.
(a) Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Software by means of (i) providing maintenance and support services and (ii) security measures included in the Software as described in Section 3.
(b) You agree that the Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: improving the performance of the Software or developing updates; and verifying compliance with the terms of this Agreement and enforcing Licensor's rights, including all intellectual property rights in and to the Software.
When you use the Software or send e-mail to us, you are communicating with us electronically. You therefore expressly consent to receive communications from us electronically and agree that we may retain information about you and communicate with you by e-mail or by posting a notice in the Software (including on our website). You agree that we may treat specific actions by you, such as checking boxes to receive e-mail updates and marketing communications or sending us an e-mail or other communication directly or through the Software, as a request that we communicate with you electronically, including the communication of marketing materials, solicitations and/or personal financial or medical information with you by unencrypted email. You acknowledge and agree that unencrypted email sent over the Internet is not secure and may be read by others, and you agree that when you request that we send you e-mail you are authorizing us to transmit and disclose your information (including your personal financial or medical information) from time to time in an unencrypted manner. You further acknowledge that emails sent with this information are not stored in a secure manner.
5. Intellectual Property Rights. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software or any Documentation under this Agreement, or any other rights to the Software other than to use the Software and Documentation in accordance with the license granted under this Agreement, subject to all terms, conditions and restrictions. Licensor reserves and shall retain its entire right, title and interest in and to the Software and Documentation and all intellectual property rights arising out of or relating to the Software and Documentation, subject to the license expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) and Documentation from infringement, misappropriation, theft, misuse or unauthorized access.
6. Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE AND DOCUMENTATION PURSUANT TO THE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE AND DOCUMENTATION SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
YOU ACKNOWLEDGE THAT LICENSOR’S SOFTWARE ASSISTS WITH INFORMATION SHARING AND COMMUNICATION ONLY, AND THAT (A) LICENSOR IS NOT A MEDICAL PROVIDER, HOSPITAL OR LICENSED PHYSICIAN – ANY HEALTHCARE OR TREATMENT DECISIONS SHOULD BE MADE IN CONSULTATION WITH A LICENSED MEDICAL PROVIDER, AND (B) WHEN A PRIMARY MEMBER INVITES OR ALLOWS AN INVITED MEMBER TO PARTICIPATE IN THE PRIMARY MEMBER’S CIRCLE OF CARE, OR OTHERWISE ALLOWS AN INVITED MEMBER USE OF THE SOFTWARE, THE INVITED MEMBER WILL HAVE ACCESS TO AND BE ABLE TO VIEW THE PRIMARY MEMBER’S PROTECTED HEALTH INFORMATION, INCLUDING WITHOUT LIMITATION ANY SHARED DATA OR INFORMATION THAT WOULD OTHERWISE COME UNDER THE PROTECTION OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA), THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT, ENACTED AS PART OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009, AND THE REGULATIONS PROMULGATED PURSUANT THERETO AT 45 C.F.R. PARTS 160, 162 AND 164, INCLUDING WITHOUT LIMITATION THE STANDARDS FOR PRIVACY OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION AND THE SECURITY STANDARDS (ALL, COLLECTIVELY, “HIPAA RULES”).
You further acknowledge that (y) it is possible for the privacy and security protections associated with the Software to be circumvented, hacked, pierced, destroyed or avoided by a third-party, and (z) if the underlying License Agreement is terminated by Licensor or Licensee you will no longer have any access to the Software and any data or information stored by You or others in the Software or by use of the Software will be lost. YOU AGREE THAT LICENSOR IS NOT LIABLE TO YOU, IN CONTRACT OR IN TORT, FOR (I) ANY CIRCUMVENTION, HACKING, PIERCING, DESTRUCTION OR AVOIDANCE OF ANY SECURITY OR PRIVACY PROTECTIONS, (II) ANY MISUSE OR DISCLOSURE OF ANY PROTECTED HEALTH INFORMATION OF A PRIMARY MEMBER BY AN INVITED MEMBER, AND/OR (III) ANY LOSS OF DATA OR INFORMATION BY REASON OF TERMINATION OF AN UNDERLYING LICENSE AGREEMENT, TERMINATION OF THIS AGREEMENT BY LICENSOR, OR TERMINATION OF YOUR ACCESS TO THE SOFTWARE.
If you are a Primary Member, you may only withdrawal or terminate an Invited Member’s access to your “Circle of Care” personal portfolio (and your private health information) by delivering a communication in writing to Licensor and Licensee notifying the Licensor and Licensee of your election to exclude said Invited Member from further access.Within five (5) business days of receipt of said proper written notice, Licensor agrees to use commercially reasonable efforts to prohibit further access of the excluded Invited Member.
7. No Warranty; Limitation of Liability. SUBJECT ONLY TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED OR DISCLAIMED, LICENSOR MAKES NO WARRANTIES, GUARANTEES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, AND NON-INFRINGEMENT, REGARDING THE SOFTWARE, THE DOCUMENTATION OR TECHNICAL SUPPORT (IF ANY).THE SOFTWARE AND DOCUMENTATION COULD CONTAIN ERRORS, AND LICENSOR DOES NOT WARRANT THAT THEY ARE ACCURATE, COMPLETE, CURRENT OR ERROR-FREE. Licensor provides the Software and Documentation (and technical support, if any) AS IS AND WITH ALL FAULTS.
Licensor disclaims all responsibility for any loss, damage or claim of any kind resulting from the access to or use of the Software or Documentation, or any use of any equipment in connection with the Software or Documentation. To the maximum extent permitted by applicable law, in no event shall Licensor or its affiliates be liable for any special, incidental, indirect or consequential damages whatsoever (including but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for loss of data, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software or Documentation, the revocation of Your license, or otherwise under or in connection with any provision of this Agreement. Notwithstanding any damages that any other person might incur for any reason whatsoever (including without limitation, all damages referenced above and all direct or general damages), the entire liability of Licensor or any of its affiliates for any damages under or related to this Agreement or the Software to You, Licensee, any Primary Member, any Invited Member, any user, or any other person (whether in contract, warranty, tort, product liability, strict liability or otherwise) shall not exceed $25.00 or the compensation You personally paid us, whichever is less .
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN.
8. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the US.
12. Website Links.Licensor has not reviewed all of the sites linked to the Software (including those linked to Licensor’s website) and is not responsible or liable for the contents or use of any such linked site.The inclusion of any link by Licensor in the Software (including in Licensor’s website) does not imply endorsement by or approval of the linked site by Licensor, and any use of any such linked site is solely at the user’s own risk.
13. Legal Equivalency.This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (i) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administer of proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
14. Children.The Software is designed for and intended for use by adults. If you are under 18, you may use the Software only with involvement of a parent or guardian. If you are a parent or legal guardian, you must monitor and supervise the use of this site by children, minors and others under your care. You agree to be responsible for their use of the Software.
15. Contact. If you are experiencing difficulties using the Software, desire that we stop communicating electronically with you, or have other questions, please contact us at:
or write us at:
801 Third Street South #240
St. Petersburg, FL 33701 USA