Last Updated: May 12, 2013
The Services are operated by SystemsTX, LLC (hereinafter “we,” “us,” “SystemsTX,” or “our”) and the content on or provided by the Services is owned by us, unless otherwise indicated herein. As used herein, the term “SystemsTX” refers to SystemsTX, LLC and its officers, subsidiaries, affiliates, parent companies, joint ventures, and any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, and employers.
SYSTEMSTX DOES NOT GIVE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL OR DIAGNOSTIC SERVICES.
PLEASE READ THE DISPUTE RESOLUTION PROVISION BELOW BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SYSTEMSTX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- Acceptance of Terms
- Privacy and Data Security
- Proprietary Rights
SystemsTX alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights (as defined below), including, but not limited to, trademarks, inventions, discoveries, writings, trade secrets, know-how, methods, practices, procedures, engineering information, designs, devices, improvements, manufacturing information, and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon in and to the Services and the Content, including the selection, coordination, and arrangement of the Services and Materials, and any suggestions, ideas, inventions, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Services (“Feedback”). User hereby grants, assigns, transfers, and conveys, to SystemsTX all right, title, and interest in and to all Feedback. ”Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
The Services are copyrighted, or subject to copyright protection, by SystemsTX and is not to be copied or otherwise distributed without the written permission of SystemsTX. User agrees to use the Services only for the purposes and subject to the terms and conditions in this Agreement. User shall not permit any third party, i.e., non-employee of User, to gain access to the Services, without the written permission of SystemsTX.
SystemsTX’s trademarks and trade dress may not be used in connection with any product or service that is not SystemsTX’s, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits SystemsTX. User is not permitted to and shall not register or use any trade name, trademark, logo, domain name or any other name or sign that relates to or incorporates any of SystemsTX’s intellectual property (in whole or part) or the subject matter of SystemsTX’s intellectual property or that is confusingly similar thereto.
The VerifyTX™ name and all trademarks and logos displayed on these Services are owned or used under license by SystemsTX or constitute nominal or statutory fair use of said trademarks and logos. These trademarks include but are not limited to, the VerifyTX™ trademark and associated logos. The unauthorized use of any trademark displayed on these Services is strictly prohibited.
- System Updates and Limitations on Service
SystemsTX’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. SystemsTX is not responsible for any delays, delivery failures, or other damage resulting from such problems.
SystemsTX reserves the right, in its sole discretion, to change, improve, correct, modify, suspend, discontinue or permanently cancel the operation of the Services or portions thereof at any time without any notice to User, and without incurring any obligations or liabilities to User or to any third-party. User’s use of these Services after any changes are posted will be considered acceptance of such changes. The Services may not be available during maintenance breaks and other times.
- Limited Right to Use
- Use Restrictions
The Services and all materials and information contained on the Services (including past, present, and future versions) and all content that is included in, on or that are otherwise a part of the Services (collectively, “Materials”) are owned, controlled or licensed by SystemsTX.
Any right or authorization granted to User for the use of the Services by SystemsTX is subject to the following obligations and restrictions:
- User must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials and the Services;
- User may not copy, reprint, modify, distribute, translate, port, publish, sublicense, assign, transfer, sell, lease, license, or otherwise commercially exploit, distribute, or make available the Materials or the Services in any way or reproduce or publicly display, perform, or otherwise use them for any public purpose or any other purpose than User’s healthcare practice;
- User may not commercially exploit the Services, Materials or underlying data, including without limitation, (i) creating derivative works of the Materials and the Services, (ii) using any data mining, robots, or similar data gathering and extraction tools on the Materials or the Services, (iii) creating a database, systematically downloading, storing any or all of the Materials from the Services or the Services itself, (iv) linking, framing, or mirroring any portion of the Materials or Services on any other server or wireless or Internet-based device, (v) extracting, deriving or attempting to extract or derive any source code, any executable code, or structure of all or any portion of the Materials or the Services by reverse engineering, disassembly, decompilation or any other means, or (vi) using other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Materials or the Services provided by SystemsTX;
- User may not transfer the Materials or Services to any other person without the express written consent of SystemsTX;
- User may not use the Services or Materials in a manner that is unlawful, threatening, infringing, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or otherwise unlawful, or submit tortious, explicit, graphic or obscene, nor may User’s use victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- User may not send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents or programs;
- User may not attempt to gain unauthorized access to the Services or its related systems or networks;
- User may not register for or use the Services or Materials in a manner that impersonates any other person, business or entity, including SystemsTX, and its employees and agents;
- User may not interfere, try to interfere, disrupt, or try to disrupt the SystemsTX servers or networks, or disobey any network access or security requirements, policies, directives, procedures, or regulations of SystemsTX or its representatives and agents who facilitate User’s use of the Services;
- User may not use the Services or Materials as a means to engage in conduct that reflects poorly upon, disparages or devalues SystemsTX’s reputation or goodwill, as determined in SystemsTX’s sole discretion;
- User may not establish a link or otherwise suggest an affiliation with, approval of, or endorsement by SystemsTX;
- User shall not use SystemsTX’s Services for patient brokering;
- User shall not rely on the Services when making healthcare treatment decisions;
- User shall refrain from any public or private comments that User will share SystemsTX’s technology or processes with others;
- User shall not use the Services if User is located in a country embargoed by the United States or if User is on the U.S. Treasury Department’s list of Specially Designated Nationals;
- In connection with User’s use of the Services, User will not engage in any activity that may create a risk of injury, death, property damage, and/or liability of any kind;
- When accessing and/or using the Services, User shall not inflict emotional distress on any person, humiliate any other person, assault or threaten any other person;
- User shall not sublicense, rent, lease, sell, trade, gift, bequeath, or otherwise transfer User’s account to anyone without SystemsTX’s written permission;
- User shall not access or use an account that has been sublicensed, rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the original account creator without SystemsTX’s express written permission; or
- User shall not build a competitive product or service, build a product or service using similar ideas, feature, functions, or graphics of the Services, or copy any ideas, features, functions, and/or graphics of the Service.
- Third-Party Information
SystemsTX does not endorse or assume any responsibility for any such Third-Party Data and/or Third Party Website, information, materials, products, or services. If User uses any Third Party Data or a Third Party Service, User does so at User’s own risk. User expressly relieves SystemsTX from any and all liability arising from User’s use of any Third-Party Data and/or Third Party Website. User agrees that SystemsTX shall not be responsible for any loss or damage of any sort relating to the Third-Party Data and/or a Third Party Website. User represents that User’s use of any Third Party Data is in accordance with all applicable law, rules, and regulations and that User has obtained any necessary authorizations or permissions to obtain information about an individual and or institution.
- Disclaimers; Limitation of Liability
USER AGREES THAT USER’S USE OF THESE SERVICES SHALL BE AT USER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SYSTEMSTX, AND ITS SUPPLIERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SHAREHOLDERS, AND REPRESENTATIVES (COLLECTIVELY, THE “SYSTEMSTX PARTIES”) OFFER THE SERVICES “AS IS” AND “AS AVAILABLE” AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND USER’S USE THEREOF, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, SYSTEMSTX, AND THEIR AGENTS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT AND THE PROCESSES PROVIDED BY THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR THE PROCESSES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER’S ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF SYSTEMSTX’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, INSURANCE INFORMATION, AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM SYSTEMSTX’S SERVERS, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH SYSTEMSTX’S SERVICES BY ANY THIRD-PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PROCESSES 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 SERVICES AND ANY PROCESSES PROVIDED BY THE SERVICES. SYSTEMSTX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SYSTEMSTX WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN USER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, USER SHOULD USE USER’S BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
NEITHER SYSTEMSTX NOR ANY SYSTEMSTX PARTY IS PROVIDING ANY LEGAL, TAX, MEDICAL, COUNSELING, ACCOUNTING, INVESTMENT, FINANCIAL OR ANY OTHER PROFESSIONAL SERVICES OR ADVICE.
IN NO EVENT SHALL THE SYSTEMSTX PARTIES, OR ANY SUB-CONTRACTOR, SALESPERSON, OR AUTHORIZED SERVICE PROVIDER HIRED BY SYSTEMSTX IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, BE LIABLE TO USER OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY (WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO SYSTEMSTX), FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, SAVINGS, REVENUES, LEGAL COSTS AND/OR EXPENSES, OTHER ECONOMIC LOSS, LOSS OF (OR COST OF SUBSTITUTE) EQUIPMENT OR MATERIALS OF ANY KIND WHATSOEVER, WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, IN ANY MANNER IN CONNECTION WITH: (i) THE USE OF OR ANY PROCESSES RELATED TO THE SERVICES; (ii) FOR ANY PURCHASE, USE OR LICENSE OF ANY COMPUTER SOFTWARE; (iii) FOR ANY DATA FURNISHED UNDER OR AS A RESULT OF THIS AGREEMENT; (vi) THE DURATION IN WHICH HEALTH INSURANCE INFORMATION IS EFFECTIVE; (v) ANY INACCURACIES IN THE HEALTH INSURANCE INFORMATION; (vi) ANY OF USER’S TREATMENT DECISIONS; OR (vi) ANY OTHER ACTIVITIES ARISING OUT OF OR RELATING TO USER’S USE OF THE SERVICES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply fully to User. Nevertheless, the intention of the parties is to minimize to the fullest extent possible the implied warranties and liability for remote or uncertain damages to be claimed from SystemsTX.
By using these Services User agrees that User will defend, indemnify, and hold harmless the SystemsTX Parties from and against all liabilities, liens, actions, claims, costs, taxes, damages and expenses (including reasonable attorneys’ fees and costs) if any third party brings a claim against SystemsTX in connection with, or arising out of (i) User’s breach of this Agreement; (ii) User’s violation of any law, rule or regulation of the United States, including HIPAA, or any other country; (iii) User’s infringement or violation of the rights of any third parties (including intellectual property rights); or (iv) User’s use of the Services. SystemsTX reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, and, in such case, User shall agree to cooperate with SystemsTX’s defense of such claim. User shall not settle any claim without the prior consent of SystemsTX.
- Violation of these Terms
SystemsTX looks forward to a long and mutually productive relationship with User. However, if User becomes dissatisfied for any reason with the Services, SystemsTX encourages User to bring that to SystemsTX’s attention immediately. It is SystemsTX’s belief that most such problems can be resolved by good faith discussions between the parties. Nevertheless, it is always possible that some disputes may arise which cannot be resolved by discussions between us. SystemsTX believes that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration than by court proceedings.
Any dispute between User and SystemsTX (including, without limitation, any individual currently employed or formerly employed by SystemsTX) shall be subject to binding arbitration. In addition, all questions regarding the arbitrability of the dispute, including whether User and/or SystemsTX has agreed to arbitrate the dispute, shall be decided by such arbitration. This agreement to arbitrate all disputes between us applies even if some person or entity claims that this Agreement is void, voidable, or unenforceable for any reason. By agreeing to arbitrate, all parties are waiving a jury trial.
The arbitration shall be held in Palm Beach County, Florida, before a mutually acceptable arbitrator, pursuant to the then-existing Commercial Arbitration Rules of the American Arbitration Association, including Optional Rules for Emergency Measures of Protection. The arbitrator shall be a practicing attorney or retired judge with at least fifteen years of total working experience as such. User consents to personal jurisdiction in Florida and venue in Palm Beach County in any action and agrees to waive the right to proceed in any other jurisdiction or forum concerning a dispute between the parties or relating to this Agreement. This agreement to arbitrate shall survive the termination of the Services or this Agreement.
No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages.
A party may apply to the arbitrator seeking injunctive relief until an arbitration award is rendered or the dispute is otherwise resolved. A party also may, without waiving any other remedy, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party pending the arbitrator’s appointment or decision on the merits of the dispute. If the arbitrator determines that a party has generally prevailed in the arbitration proceeding, then the arbitrator shall award to that party its reasonable out-of-pocket expenses related to the arbitration, including filing fees, arbitrator compensation, attorney’s fees, and legal costs.
The arbitration proceedings and arbitrator’s award shall be maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors, and senior management and to family members of a party who is an individual.
The arbitrator shall require exchange by the parties of (i) the name and, if known, address and telephone number of each person likely to have knowledge of relevant information, identifying the subjects of the information, and (ii) non-privileged documents, including those in electronic form, that are relevant to the issues raised by any claim, defense or counterclaim or on which the producing party may rely in support of or in opposition to any claim, defense or counterclaim. The arbitrator shall limit such production based on considerations of unreasonable expense, duplication, and undue burden.
These exchanges shall occur no later than a specified date within 60 days following the appointment of the arbitrator. At the request of a party, the arbitrator may at his or her discretion order the deposition of witnesses. Depositions shall be limited to a maximum of three depositions per party, each of a maximum of four hours duration unless the arbitrator otherwise determines. The arbitrator may allow such other discovery as he or she determines is reasonably necessary for a fair determination of the dispute. Any dispute or objections regarding discovery or the relevance of evidence shall be determined by the arbitrator. All discovery shall be completed within 120 days following the appointment of the arbitrator unless the arbitrator otherwise determines.
Any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
To the extent that any lawsuit or court proceeding is permitted under this Agreement, to the fullest extent permitted by law you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Palm Beach County, Florida for the purpose of litigating all such disputes.
Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. User agrees to the admissibility of computer records and electronic evidence in any dispute herein.
In the event the provisions in this arbitration section are held invalid or unenforceable, then this section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any disputes.
13. Users Outside of the United States
Although SystemsTX’s website is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
SystemsTX and its Third Party Providers make no representation that the Services are appropriate or available for use in locations outside of the United States or that certain aspects of the Services are legally usable within all parts of the United States.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
The terms and conditions in this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns (subject to any other provision in the Agreement).
It is expressly acknowledged by the parties that SystemsTX is an “independent contractor” with respect to User and nothing in this Agreement is intended or shall be construed to create any employer/employee relationship, partnership, or joint venture between the parties. No employee or agent of either party may be deemed an employee or agent of the other party by reason of this Agreement. SystemsTX shall be fully responsible for all tax liabilities arising from its status as an independent contractor. Each party shall notify the other and permit the other to participate in the resolution of any inquiry or audit relating to SystemsTX’s status as an independent contractor.
SystemsTX shall not be liable for any delay or failure to provide the Services resulting from causes outside the reasonable control of SystemsTX, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
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