Effective Date: November 1, 2015
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES.
These Terms constitute a legal agreement between VaultMR and you. BY ACCESSING AND USING THE SERVICES, YOU AFFIRM THAT:
- YOU HAVE READ AND UNDERSTAND THESE TERMS;
- YOU WILL COMPLY WITH THESE TERMS; AND
- YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE.
IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us through final and binding arbitration on an individual basis and not as part of any class or representative action. Please see “8. DISCLAIMER OR WARRANTIES & LIMITATIONS OF LIABILITY” and “12. DISPUTE RESOLUTION” below for more information.
Please do not use the Services if you do not agree to these Terms.
1. SUBSCRIPTION AGREEMENTS AND ADDITIONAL TERMS
The terms and conditions applicable to use of the Services may be set forth in agreements between VaultMR and certain hospitals and other customers for our EHR Service (Subscription Agreements). A Subscription Agreement prevails over these Terms to the extent of any conflict or inconsistency.
Certain Services and features, such as mobile applications, may be subject to additional terms and conditions (Additional Terms), which may be presented to you through the Services or otherwise. Regardless of how they are presented to you, VaultMR requires that you agree to Additional Terms before using the Services to which they apply. Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into these Terms. If you do not agree to Additional Terms, VaultMR may deny you access to the Services to which they apply. If, however, any Additional Term is inconsistent with any provision of these Terms, the Additional Term will prevail over the Terms (but not the applicable Subscription Agreement) but only for the Services to which the Additional Terms apply.
3. CHANGES TO THESE TERMS
The Effective Date of these Terms is set forth at the top of this webpage. As we add new Services, we may need to amend or supplement these Terms. We will provide you with advance written notice of material changes to these Terms and will not make changes that have a retroactive effect on your rights unless we are legally required to do so. Your continued use of the Services after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions of or notices or statements about the Terms (but in no event supersede a Subscription Agreement).
4. CONTENT OF THE SERVICES
The Services, which include any software, application program interface, integration package, image generated by the software, file, code and accompanying data (collectively, Software), VaultMR™s trademarks, logos or service marks (whether registered or unregistered) (Marks) and information, graphics, artwork, text, video clip, audio clip, content, patents or patent applications, trade secrets or other intellectual property provided with the Services (collectively with the Software and Marks, “VaultMR Content”), are owned by VaultMR or its licensors (including open source software licensors).
If you agree to these Terms, then VaultMR grants to you a nonexclusive, nontransferable and limited right to access and use the Services and download, print and/or copy VaultMR Content solely for your own use and subject to these Terms. All rights not expressly granted herein are reserved by VaultMR.
Except as expressly authorized by VaultMR in writing, you may not:
- incorporate any part of the Services into any website, database or compilation;
- use the VaultMR Content in any public or commercial manner;
- copy, distribute, sell, modify, decompile, reverse engineer, disassemble or create derivative works from any Software or other part of the Services; or
- modify any notice about the Marks, patents or other intellectual property rights contained in the VaultMR Content.
5. USE OF THE SERVICES
Subject to the terms of any applicable Subscription Agreement and these Terms:
- You may receive a username and password (together, a User Account) that allows you to register to access certain parts of the Services. Please do not share your User Account with anyone. You are responsible for all use of your User Account, whether authorized or unauthorized, and any breach of security occurring through your User Account; and
- VaultMR may disable your User Account at any time if we suspect or detect that you have failed to comply with any of the provisions of these Terms, a Subscription Agreement or any of VaultMR™s other terms or policies.
You must promptly notify us at firstname.lastname@example.org if you know or suspect that anyone other than you has accessed your User Account.
By creating a User Account, you agree that VaultMR or its representatives may contact you using the contact information that you provide when creating your User Account.
Your Responsibilities: You may use the Services for lawful purposes only. You may not use the Services in any manner that could damage, destroy, disrupt, disable, overburden, impair or interfere with the Services, VaultMR™s servers or networks or any third party’s use of the Services. Without limiting any of the foregoing, you agree that you shall not:
- gain unauthorized access to the Services through hacking or password mining
- reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code, object code or underlying structure, ideas, screen designs, know-how or algorithms in the Services;
- remove any copyright, trademark or other proprietary rights notice contained in the Services;
- use any robot, spider, search or retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Services; or
- modify, translate, adapting or create derivative works of any part of the Services
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer , time share, use for service bureau purposes or otherwise make available the Services (or any feature or functionality of the Services) to or for any third party for any reason.
You also agree that you shall not encourage or allow any third party to do any of the foregoing.
VaultMR may in its sole discretion develop and provide updates for the Services, such as upgrades, bug fixes, patches and other error corrections and/or new features (collectively, Updates). Updates also may modify or delete in their entirety certain features and functionality. You agree that VaultMR has no obligation to provide any Updates or to continue to provide or enable any particular feature or functionality of the Services except to the extent set forth in an applicable Subscription Agreement.
Some Updates may automatically download and install or you may receive notice that Updates are available for download and installation. Please promptly download and install all Updates. If you do not, the Services may not properly operate. You agree that all Updates are part of the Services and subject to all terms and conditions of these Terms and any applicable Subscription Agreement.
7. ELECTRONIC CONTRACTING
You expressly agree that you shall not contest the validity of any electronic signature because the signature is performed electronically.
8. DISCLAIMERS & LIMITATIONS OF LIABILITY
VAULTMR IS IN NO WAY ENGAGED IN THE PRACTICE OF MEDICINE OR ACTING AS A HOSPITAL, PHYSICAL THERAPIST, OCCUPATIONAL THERAPIST OR OTHER HEALTH CARE PROVIDER. ANY TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, PRODUCT OR OTHER INFORMATION REFERENCED BY OR THROUGH SERVICES ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE OF TREATMENT, THERAPY, PROCEDURE, INFORMATION, PRODUCT OR MEDICATION. THE ULTIMATE RESPONSIBILITY FOR DIAGNOSING AND TREATING ANY PATIENT RESTS WITH HEALTH CARE PROVIDER.
Disclaimer of Warranties
THE SERVICES (INCLUDING ANY THIRD-PARTY CONTENT MADE AVAILABLE THROUGH THE SERVICES) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, VAULTMR MAKES NO REPRESENTATION, WARRANTY OR GUARANTY THAT (a) USE OF THE SERVICES IS OR WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (b) THE SERVICES OPERATE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (c) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (d) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (e) ERRORS OR DEFECTS WILL BE CORRECTED; OR (e) THE SERVICES ARE OR WILL REMAIN FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR ANY PRODUCTS, FEATURES OR SERVICES IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY TREATMENTS, PROCEDURES, INFORMATION, DATA, PRODUCTS, AND OTHER MATTERS REFERENCED BY THE SERVICES, REMAINS WITH CUSTOMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VAULTMR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. Any oral or written advice provided by VaultMR or its agents or contractors does not and will not create any warranty.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability
VAULTMR AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, REPRESENTATIVES, SUPPLIERS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, “VAULTMR PARTIES”) SHALL NOT BE LIABLE FOR INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY AND CONSEQUENTIAL DAMAGES AND LOST PROFITS (COLLECTIVELY, “DAMAGES”), EVEN IF MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR PERFORMANCE OF THE SERVICES AND/OR ANY MATERIALS, PRODUCTS OR SERVICES AVAILABLE ON OR THOUGH THE SERVICES.
THE VAULTMR PARTIES DO NOT AND SHALL NOT HAVE ANY LIABILITY FOR OR IN CONNECTION WITH THE ACTIONS OR OMISSIONS OF ANY USER OF THE SERVICES OR THEIR FAILURE TO COMPLY WITH APPLICABLE LAWS.
You specifically acknowledge and agree that VaultMR is not liable for any offensive or illegal conduct of any user of the Services or for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer network, equipment or programs, data or other material as a result of your access to and use of the Services.
IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 IS/ARE INAPPLICABLE OR UNENFORCEABLE, THEN THE VAULTMR PARTIES™ MAXIMUM LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS IS $1,000 USD.
The foregoing disclaimers and limitation of liability will not apply to the extent prohibited by applicable law.
You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms and an applicable Subscription Agreement that limit liability (when permitted by applicable law), are essential terms and that VaultMR may not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
You agree to defend, indemnify and hold harmless the VaultMR Parties from any and all losses, Damages or other liability, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of any kind, including reasonable attorneys’ fees and the costs of pursuing any insurance providers or enforcing any right to indemnification hereunder, (Losses) arising out of or are related to your violation of these Terms or use or misuse of the Services. VaultMR reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of VaultMR may be made without VaultMR™s prior written approval.
VaultMR agrees to indemnify you for Losses that are payable to a third party resulting from an action brought by such third party against you that arise from an allegation that your use of the Services in compliance with these Terms infringes a third party™s U.S. patent, copyright or trademark right.
10. COMPLIANCE WITH EXPORT CONTROL LAWS
If you use the Services from outside the United States, you are solely responsible for compliance with all export, import and other local laws, rules and regulations of other countries.
11. THIRD PARTY SITES & SERVICES
The Services may contain links to third-party websites and services, including social media (collectively, Linked Services). Linked Services are not under the control of VaultMR and VaultMR is not responsible for Linked Services or for any information or materials on or received through any Linked Service. The inclusion of a link does not imply endorsement by VaultMR of the Linked Service or any association with the operators of the Linked Service. VaultMR does not investigate, verify or monitor Linked Services. VaultMR provides links to Linked Services for your convenience only. You access Linked Services at your own risk.
12. DISPUTE RESOLUTION
These Terms shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas, without giving effect to any principles of conflicts of law.
YOU AND VAULTMR AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION 12 AND THAT YOU AND VAULTMR WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
ANY CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY.
Any controversy or claim arising under or related to these Terms and their interpretation or the breach, termination or validity thereof, relationships that result from these Terms, including disputes about the validity, scope or enforceability of these Terms to arbitration (collectively, “Covered Disputes”) shall be settled by binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association (AAA Rules). The arbitration shall be conducted in Dallas, Texas and judgment on the arbitration award may be entered by any court of competent jurisdiction. Either you or VaultMR may seek any interim or preliminary relief from a court of competent jurisdiction in Dallas, Texas, necessary to protect the rights or property of you or VaultMR pending the completion of arbitration.
The arbitrator shall be selected in accordance with the AAA Rules. Any award of the arbitrator shall be final and binding on each of the parties. The arbitrator shall not, however, have the power to award Damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so shall be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator™s decision must be with written explanation and remain confidential.
If any provision of the agreement to arbitrate in this Section 12 is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall a class, representative or private attorney general arbitration be permitted). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this Section 12, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).
Your right to access and use any of the Services automatically terminates when you fail to comply with these Terms. VaultMR may terminate or modify your access to the Services, with or without notice and at any time for any reason. Termination shall not limit any of VaultMR™s other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms (including but not limited to Sections 8, 9 and 12) shall survive termination.
14. SEVERABILITY AND WAIVER
If any provision of these Terms is deemed for any reason unenforceable, then that provision or portion thereof shall be deemed severable from the remainder and shall not affect the validity and enforceability of any remaining provision. The failure of VaultMR to enforce any right or provision of these Terms does not and shall not constitute a waiver of such right or provision unless acknowledged and agreed to by VaultMR in writing. Any waiver by VaultMR to enforce any right or provision of these Terms shall not constitute a subsequent or future waiver of VaultMR™s rights to enforce these Terms.
- b. These Terms inure to the benefit of and will be binding upon VaultMR™s and your successors and assigns, respectively.
- c. These Terms may be assigned by VaultMR but you may not assign these Terms without the prior express written consent of VaultMR.
- d. Nothing contained in these Terms will be deemed to constitute VaultMR or you as the agent or representative of the other or as joint venturers or partners.
- e. Headings and captions are for convenience only.
Vault Medical Records, LLC,
1721 W Plano Pkwy #222,
Plano, TX 75075.