Download a PDF of the General Terms and Conditions of Use HERE
GENERAL TERMS AND CONDITIONS OF USE
This agreement (“Agreement”) governs your use of medALERT Occupational Management, Inc.’s (“medALERT”) EMR remote internet based, view-only, access to applicable employee and patient data through the web application called iSYSTOC (“Service”). The web based application you will access to use the Service is provided to you as part of medALERT’s EMR system developed by a third party software developer. medALERT offers pre-approved third party (such as employers, insurance carriers, healthcare practitioners and attorneys) the Service which includes remote viewing of patient-specific injury, treatment, recall, immunization, drug and TB screening information and other test results medALERT deems appropriate for viewing and trends analysis data, and PDF documents related to injury and non-injury visits. This Agreement applies to you and your employees, agents, contractors, or other users who are approved for use of the Service by medALERT (each such person being referred to as “You”, “Your” or a “User”).
You will be required to contact medALERT to set up a Service account and receive login credentials to access the Service.
medALERT may modify any of the terms and conditions contained in this Agreement at any time at its sole discretion, and without prior notice to You. Any modifications are effective upon posting of the revisions on the medALERT website(s) (the “Website”). Your continued use of the Service following medALERT’s posting of any modifications constitutes your acceptance of the modifications. If you do not agree to the terms of any modification, do not continue to use the Service and immediately notify medALERT of your termination of this Agreement.
I. Acceptable Use of Services.
You, your officers, directors, employees, agents, subcontractors and users (collectively “You” or “Your”) understand and agree that use of the Service, and any information obtained therefrom, shall be in compliance with your duties under state and federal laws, including the Health Information Portability & Accountability Act of 1996 (“HIPAA”), The Health Information For Economic and Clinical Health (“HITECH”) Act, 42 CFR Part 2, and the Texas Medical Records Privacy Act, Chapter 181 of the Health & Safety Code as well as all regulations promulgated thereto, all as may be amended from time to time.
You will not:
(a) sell, lease, license, sublicense, rent, encumber or otherwise transfer to others any rights in any portion of the Service;
(b) attempt, or knowingly permit or encourage others to attempt, to decompile, decipher, disassemble, reverse engineer or otherwise decrypt or discover the Source Code of all or any portion of the Service;
(c) write or develop any derivative works based on, or make any modifications, corrections, improvements, enhancements to, the Service;
(d) use any portion of the Service in any manner except as expressly provided in this Agreement;
(e) use or otherwise allow any third party to use the Service for the benefit of any third party;
(f) disclose, or make available or provide access to, or permit the use, copying, transfer, inspection of the Service by any third party (without first obtaining express written permission from medALERT);
(g) remove, efface or obscure any copyright notices or proprietary notices or legends from the Service or any information provided to medALERT from iSYSTOC;
(h) use the Service:
- to transmit, distribute, copy, display, or store any material of any type or in any format in violation of any applicable law or regulation is prohibited;
- in connection with any other disruptive or abusive activity.
- cause denial of service attacks against medALERT, other network hosts, or Internet users;
- degrade or impair the operation of medALERT’s server and facilities;
- offer mail services, mail forwarding capabilities, POP accounts or autoresponders;
- subvert, or assist others in subverting, the security or integrity of the Services or any medALERT systems, facilities or equipment;
- distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt Services;
- destroy data, destroy or damage equipment, or disrupt the operation of the Services;
- use the Service in any manner that might subject medALERT to unfavorable regulatory action, subject medALERT to any liability for any reason, or adversely affect medALERT’s public image, reputation or goodwill.
Note: medALERT may access Your system or account, or request information from you, in order to determine usage of the Service is within the terms of this Agreement.
medALERT reserves the right to terminate the use of Services at any time, without notice, if, in medALERT’s sole judgment, You are in violation of any terms or conditions of this agreement. medALERT may suspend or terminate Your subscription and account to access the Services as it deems fit.
III. Warranties and Limitation of Liability
medALERT DISCLAIMS ALL WARRANTIES. SERVICE IS MADE AVAILABLE AS IS AND WITHOUT WARRANTY OF ANY KIND. medALERT DOES NOT WARRANT THAT THE SERVICE SHALL OPERATE IN COMBINATION WITH OTHER PROGRAMS OR SOFTWARE SELECTED BY YOU; THAT THE SERVICE SHALL OPERATE UNITERRUPTED OR FREE OF ERRORS; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE OR MATERIAL ACCESSIBLE FROM THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL APPLICATIONS OR COMPONENTS; AND THAT THE SERVICE WILL BE ABSOLUTELY SECURE. YOU ASSUME ALL RISK OF LOSS OR DAMAGE FROM USE OF SERVICE. YOU AGREE TO USE SERVICE AT YOUR OWN RISK.
DISCLAIMER OF WARRANTIES
THIS SECTION III STATES medALERT’S SOLE AND EXCLUSIVE WARRANTIES TO YOU AND ANY THIRD PARTY CONCERNING THE SERVICE, SUPPORT, AND ALL OTHER ITEMS AND SERVICES PROVIDED HEREUNDER BY medALERT AND THE EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED STRICTLY “AS IS,” AND medALERT MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, INCLUDING THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY WARRANTIES, AS TO THE SERVICE OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. YOU HEREBY DISCLAIM ANY RELIANCE ON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR THE USE OF ALL DATA GENERATED BY THE SERVICE. medALERT’S AND/OR THE SERVICE’s DATA IS NOT A SUBSTITUTE FOR YOUR PROPER AND PROFESSIONAL ADMINISTRATION OF YOUR PRACTICE AND YOU ASSUME SOLE RESPONSIBILITY AND LIABILITYFOR IMPLEMENTATION AND USE OF THE DATA IN YOUR PRACTICE.
medALERT EXPRESSLY DISCLAIMS ANY OBLIGATION TO MONITOR YOU WITH RESPECT TO VIOLATIONS OF THIS AGREEMENT OR ANY CONTENT OF THE INFORMATION PASSING THROUGH medALERT’S HOST COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. medALERT HAS NO LIABILITY OR RESPONSIBILITY FOR YOUR ACTIONS OR ANY CONTENT ANY USER MAY POST ON ANY WEBSITE. YOU VOLUNTARILY ENGAGE IN THE ACTIVITY OF INTERNET USE AND BEAR THE RISKS ASSOCIATED WITH THAT ACTIVITY.
medALERT AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY TEMPORARY DELAY, OUTAGES OR INTERRUPTIONS OF THE SERVICE, AND PRIOR NOTIFICATION MAY NOT BE POSSIBLE. FURTHER, medALERT IS NOT LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, WHERE THE DELAY OR FAILURE RESULTS FROM ANY ACT OF GOD OR OTHER CAUSE BEYOND ITS REASONABLE CONTROL (INCLUDING, ANY MECHANICAL, ELECTRONIC, COMMUNICATIONS OR THIRD-PARTY SUPPLIER FAILURE). medALERT IS NOT RESPONSIBLE FOR BACKING UP, SAVING, OR PRESERVING YOUR PATIENT OR EMPLOYEE DATA NOR THE LOSS OF SAME FOR ANY REASON.
AS THIS SERVICE IS PROVIDED TO YOU FREE OF CHARGE BY medALERT, IN NO EVENT SHALL medALERT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF RECREATING LOST DATA, COST OF COVER, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING PUNITIVE OR EXEMPLARY DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING, PERFORMANCE, NON-PERFORMANCE OR USE OF THE SERVICE, SUPPORT, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE SERVICE, SUPPORT, OR SAID ITEMS OR SERVICES, EVEN IF medALERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT SUCH LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
medALERT WILL IN NO EVENT BE LIABLE FOR ANY CLIAMS ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE medALERT WEBSITE(S).
EXCLUSION OF UNAUTHORIZED WARRANTIES.
No employee, officer, director, agent, or subcontractor of medALERT has authority to bind medALERT to any oral representations or warranty concerning the Service. Any written representation or warranty not expressly contained in this Agreement is not authorized and is unenforceable. No amendment to this Agreement altering or adding a representation or warranty shall be effective unless set forth in a writing executed by an officer of medALERT.
Your Representations and Warranties.
You represent, warrant and covenant that: (a) You are duly organized, validly existing and in good standing under the laws of Texas, and have all power and authority to operate your business and conduct your business as presently conducted, and to execute, deliver and perform your obligations under this Agreement; (b) this Agreement has been duly and validly executed and delivered by it, has been duly and validly authorized by all medALERT action, and constitutes a legal, valid, and binding obligation of Yours; (c) the execution, delivery, and performance of this Agreement and the transactions contemplated hereby will not conflict with any judgment or decree or any agreement or other instrument to which You are a party.
IV. Indemnification By You
You agree to indemnify, defend and hold harmless medALERT, its employees, officers, directors, agents and subcontractors, from any and all claims, damages, costs, or lawsuits of any kind (including reasonable attorney’s fees) that result from any violation by You or Your use of the Service or the Terms herein, that results either in loss to medALERT or the bringing of any claim against medALERT by any third-party. For example, if medALERT is sued because of Your activity related to the Service, you will pay any costs to settle or any damages awarded against medALERT, its employees, officers, directors, agents and subcontractors, plus all costs and attorney’s fees.
VII. Business Associate Under HIPAA
The parties to this Agreement acknowledge that medALERT may be considered a "Business Associate” under federal statutes and regulations relating to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), HITECH or Texas law. As applicable, the parties shall enter into a mutually acceptable Business Associate Agreement contemporaneously with the execution of this Agreement. As applicable, you additionally agree and acknowledge that you are a "Covered Entity" under federal statutes and regulations relating to HIPAA and HITECH and Texas Privacy law, and as such, You shall have certain obligations under those laws. You agree to comply with your obligations under HIPAA, HITECH and Texas Privacy law and other similar federal or state laws governing your business and operations.
V. Miscellaneous Provisions.
medALERT and You agree that there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or your customers.
This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas and the laws of the United States, without regard to the application of conflicts of law principles. The parties to this Agreementagree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. All such disputes shall be subject to binding arbitration. Negotiation shall be a condition precedent to the filing of any arbitration demand by either party. In the event arbitration between the parties becomes necessary, such arbitration shall be initiated by either party making a written demand for arbitration on the other party. Such arbitration shall be conducted in the county in Dallas County, Texas and the American Arbitration Association rules. All information and proceedings related to the arbitration shall remain confidential. The parties expressly agree to be bound by the decision of the arbitrator(s). The parties further agree that the prevailing, or substantially prevailing, party's costs of arbitration, including attorney fees and costs of the arbitrator, are to be borne by the non-prevailing party
In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.
The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
You may not sell, assign or transfer Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of medALERT, and any attempted assignment or delegation without such consent will be void. medALERT may assign this Agreement in whole or part. medALERT also may delegate the performance of certain Services to third parties.
All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail.
You and medALERT are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between you and medALERT.
This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.
All provisions of this Agreement relating to warranties, intellectual property rights, limitation and exclusion of liability, indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.
By signing this Agreement (either electronically or manually and returning it to medALERT (by fax, mail or email) I understand and agree that this a legally binding Agreement between me and medALERT, and that full compliance with the Terms and Conditions is a condition ofmy continued use of the Service. I may sign this Agreement electronically.
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