You represent that you are 18 years of age or older, are lawfully able to enter into contracts and agree to be bound by the Agreement. If you have entered into this Agreement on behalf of your organization, you represent that you have the authority to bind that organization to these terms and conditions. You further represent that you have the right to upload all data that you provide on behalf of yourself and, where applicable, your employees, your organization, agents, students and their parents or legal guardians, unless otherwise agreed to by CareDox.
If you do not have the necessary authority, or if you do not agree with these terms and conditions, then you may not use CareDox Services or Website.
You may print a copy of this Agreement using the print button or feature in your browser. We suggest retaining a copy for your future reference. You should be aware, however, that we may revise this Agreement at any time, however if we make a change to this Agreement that materially affects your use of the Services, we may post notice or notify you via email or our Website of any such changes. By your continued use of the Services or Website, you agree to be bound by future revisions. It is your responsibility to periodically visit this page to review the most current version of the Agreement.
- The CareDox Services and Website
The Services and Website, including the contents, are intended for your personal, noncommercial use.
We may, in our sole discretion and without prior notice, modify the Services or Website, remove or alter functionality, or cease provision of the Services or Website at any time.
- Intellectual Property. Proprietary Rights and Trademark Notices.
The entire content of the Services and any supporting software or platforms are the proprietary property of CareDox and/or its licensors, and are protected by U.S. and international copyright and other intellectual property laws. You have no rights to transfer or reproduce the Services or prepare any derivative works with respect to, or disclose confidential information pertaining to, the Services. Under no circumstances will you be deemed to receive title to any portion of any Services, title to which at all times will vest exclusively in us and our licensors. This is not a “work made for hire“ agreement, as that term is defined in Section 101 of Title 17 of the United States Code (“the Copyright Act“). You will preserve all Services from any liens, encumbrances, and claims of any individual or entity. You will not use any of our information or data to contest the validity of any of our intellectual property or our licensors. Any such use of our information and data will constitute a material, non-curable breach of this Agreement. Unless otherwise indicated, trademarks that appear in these Services are trademarks of CareDox or its affiliates. All other trademarks not owned by CareDox or its affiliates that appear in the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by CareDox and its affiliates. You agree not to display, disparage, dilute, or taint our trademarks in such a way that would misrepresent the ownership of such marks. Any permitted use of our trademark by you shall be to the benefit of CareDox.
- Use of the Services
Restrictions. You are responsible for using the Services and Website in accordance with this Agreement, and for all activity that occurs under your account. You shall (i) maintain the confidentiality of your user name and password and any user name or password of which you may become aware; (ii) notify CareDox immediately upon awareness or discovery of a security breach of our Services or your systems that could impact our Services or related personally identifiable information; and (iii) use the Services in compliance with all applicable laws. You are solely responsible for all activities conducted using your access credentials to the Services. You represent and warrant that information provided to establish your account is true and accurate and that you will promptly update that information in the event of any change.
You grant us a non-exclusive, world-wide license to use the documents, information, graphics, data, content, and other materials uploaded by you to the Services and Website (the “Content”) solely for purposes of furnishing the Services and Website to you. You are solely responsible for obtaining all rights, permissions, and authorizations to provide the Content to us for use as contemplated under this Section. Except for the license granted in this Section and in Section VI, nothing contained in this Agreement will be construed as granting CareDox any right, title, or interest in your Content.
You will not (and will not allow any third party to): (i) permit any third party to access and use the Services or Website; (ii) decompile, disassemble, or reverse engineer the Services or Website, except to the extent expressly authorized under the law; (iii) use the Services or Website or any of our confidential information to develop a competing product or service; (iv) impersonate another user of the Services or Website or provide false information to gain access to the Services or Website; (v) view or attempt to view records of another user; or (vi) use automated systems (e.g., robots, spiders, etc.) to access the Services or Website.
You may not use the Services or Website to:
• Upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website or Services;
• Upload, post, e-mail or otherwise transmit any Content that you do not have the right to transmit under any law or under contractual or fiduciary relationships;
• Upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• Upload, post, e-mail or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;
• Use racially or ethnically offensive language; discuss or incite illegal activity; use explicit/obscene language or solicit/post sexually explicit images;
• Interfere with or disrupt the Website, Services or servers or networks connected to the Website or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or Services; or
• Intentionally or unintentionally violate any applicable local, state, Federal or international law or regulation.
- Family Educational Rights and Privacy Act (FERPA)
Our Services comply with all applicable provisions of the Family Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99). We receive Student Data from Schools as a “school official” under FERPA and only process Student Data for educational purposes.
- Feedback; Aggregated Data
You may provide us with suggestions, comments or other feedback (collectively, “Feedback“) with respect to our products and services, including the Services and Website. Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind in connection with our business, including the enhancement of the Services and Website. In addition, you agree that we may use aggregated, de-identified data (i.e., the data is not identifiable to any individual and has been de-identified in accordance with applicable legal requirements) to demonstrate the effectiveness of CareDox Services, including in CareDox marketing materials, to improve CareDox Services and to develop and improve other educational products.
If you elect Services for which a charge is imposed, you are obligated to pay those fees. All fees are non-refundable. Late payments will be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. You are responsible for paying all personal property, sales, use and other taxes (excluding taxes based upon our net income) and license and registration fees and other assessments or charges levied or imposed by any governmental body or agency as a result of the execution or performance of this Agreement, including your receipt of the Services. We will not change fees without your prior written agreement.
- No Medical Advice
The content of the Services and Website, including all communications and information provided by CareDox and its partners, does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. CareDox does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be included in the Services. Registered users are solely responsible for the accuracy of all patient care made available through the foregoing. Reliance on any information appearing on or associated with the Services or Website, whether provided by CareDox, its content providers, or visitors to the Service or Website or others, is solely at your own risk.
You agree to indemnify CareDox and hold it and its subsidiaries, affiliates, officers, licensors, contractors, directors, employees, and agents harmless from any and all claims, actions, proceedings, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and all related costs and expenses) made against CareDox by any third party arising out of your use of the Service, your breach of any representation, warranty or obligation, your violation of this Agreement, or your violation of any rights of another user.
- Suspension of Services and Removal of Content
We may, in our sole discretion, suspend your access to the Services or remove any Content from the Services or Website for any of the following reasons: (i) to prevent damages to, or degradation of, the Services; (ii) to comply with any law, regulation, court order, or other governmental request; and (iii) to otherwise protect us from potential legal liability. We will restore access to the Services as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on us to monitor use of the Services or Website.
- CareDox’s Liability
A. DISCLAIMER OF WARRANTIES
THE SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. CAREDOX IS NOT OFFERING THE SERVICES OR WEBSITE, IN WHOLE OR IN PART, FOR SALE TO YOU. THESE TERMS ARE NOT A CONTRACT FOR SALE, AND THIS WEBSITE IS NOT A “GOOD” WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE. INSTEAD, THIS WEBSITE IS PROVIDED FOR FREE. CAREDOX AND ITS VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THE SERVICES AND WEBSITE ARE AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAREDOX OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CAREDOX’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT CAREDOX AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE CONTENT, WEB SITES, COMPUTERS, OR NETWORKS. WE WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.
With respect to the Website, you agree that our sole obligation to you is to provide the Website as-is. You agree that unless we do something that is (a) grossly negligent, reckless, or an act of knowing or intentional willful misconduct or (b) a violation of a consumer protection statute in connection with the Website, we will not be liable to you or to any third party for your use of the Website.
B. LIMITATION OF LIABILITY AND DAMAGES
NEITHER CAREDOX NOR ITS VENDORS AND LICENSORS WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXAMPLARY DAMAGES, DAMAGES FOR THE LOSS OF PROFITS, GOODWILL, USE OF DATA OR BUSINESS, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CAREDOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE LOSS OF DATA AND/OR THE USE OR INABILITY TO USE THE SERVICE; (II) THE COST OF PROCURING SUBSTITUTE SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCTS OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. THE TOTAL LIABILITY OF CAREDOX AND ITS VENDORS AND LICENSORS TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR USE OF THE SERVICES IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR TORT) WILL NOT EXCEED THE TOTAL FEES YOU PAID, IF ANY, DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES PROVIDED ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, the limitations above may not apply to you.
- Governing Law, Venue, and Limitation of Actions
This Agreement and your relationship with CareDox will be construed according to, and the rights of the parties will be governed by, the law of the State of New York, without reference to its conflict of laws rules. Any action at law or in equity arising out of or directly or indirectly relating to these may be instituted only in the Federal or state courts located in New York, New York. You consent and submit to the personal jurisdiction of those courts for the purposes of any action related to the Services and this Agreement, and to extra-territorial service of process. The failure of CareDox to exercise or enforce any right or provision of the this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement shall remain in full force and effect. No action, regardless of form, arising out of the Services or this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen.
- Affiliates, Subcontractors and Vendors
Some or all of the Services, including support, may be provided by our affiliates, agents, subcontractors and information system vendors. Our rights and obligations may be, in whole or in part, exercised or fulfilled by the foregoing entities.
You may not assign this Agreement without the prior written consent of CareDox. CareDox reserves the right to assign this Agreement to its successors, affiliates, and subsidiaries without consent.
If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement.
- Entire Agreement
This Agreement, as may be amended from time-to-time by us, constitutes our entire agreement with regard to the Services and Website.
Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
- Force Majeure
Except for the payment of fees, as described in this Agreement, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.
- Class Action Waiver
Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action. Your access and continued use of any of our Services and Website signifies your explicit consent to this waiver.
- Digital Millennium Copyright Act
If you have any copyright concerns about any materials posted on the Service by others, please let CareDox know. We comply with the provisions of the Digital Millenium Copyright Act (17 U.S.C. § 512). Unless otherwise stated in any specific DMCA designation provided by CareDox, please provide us with written notice (“Notice”) by contacting our designated agent at the following address:
DMCA Designated Agent, CareDox
104 West 40th Street, Suite 1030
New York, NY 10018
To be effective, the notice must include the following:
- A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, (“Complaining Party”) of an exclusive right that is allegedly being infringed upon;
- Information reasonably sufficient to permit CareDox to contact the Complaining Party, such as an address, telephone number, and, if available, an electronic mail address;
- Identification of the allegedly infringing material on the Service (“Infringing Material”) , and information reasonably sufficient to permit CareDox to locate such material on the Service;
- Identification of the copyrighted work claimed to have been infringed upon (“Infringed Material”), or if multiple copyrighted works on the Service are covered by a single Notice, a list of each copyrighted work claimed to have been infringed (please be specific as to which Infringing Material is infringing on which infringed Material);
- A statement that the Complaining Party has a good faith belief that use of Infringing Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the Notice is accurate, and under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.