HIPAA NOTICE OF PRIVACY PRACTICES
THIS NOTICE DESCRIBES HOW YOUR MEDICAL INFORMATION MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY.
Last revised: January, 2017
Your health record contains personal information about you and your health. This information about you may identify you and/or relate to your past, present or future physical or mental health or condition and related health care services is referred to as Protected Health Information (“PHI”). This Notice of Privacy Practices describes how we may use and disclose your PHI in accordance with applicable law, including the Health Insurance Portability and Accountability Act (“HIPAA”), regulations promulgated under HIPAA including the HIPAA Privacy and Security Rules. It also describes your rights regarding how you may gain access to and control your PHI.
We are required by law to maintain the privacy of PHI and to provide you with notice of our legal duties and privacy practices with respect to PHI. We are required to abide by the terms of this Notice of Privacy Practices. We reserve the right to change the terms of our Notice of Privacy Practices at any time. Any new Notice of Privacy Practices will be effective for all PHI that we maintain at that time. We will provide you with a copy of the revised Notice of Privacy Practices by posting a copy on our website or emailing you a copy.
WHO MUST FOLLOW THIS NOTICE?
This is a notice of our information privacy practices (“Notice”) that is applicable to, all departments and units in our organization, our employees, contractors, interns, volunteers, and affiliates. These persons or entities may share PHI with each other for the purposes described in this Notice.
HOW WE MAY USE AND DISCLOSE HEALTH INFORMATION ABOUT YOU
This section of our Notice tells how we may use PHI about you. We will protect PHI as much as we can under the law. Sometimes state law gives more protection to PHI than federal law. Sometimes federal law gives more protection than state law. In each case, we will apply the laws that protect PHI the most.
We are required to maintain the confidentiality of the PHI of our users, and we have policies and procedures and other safeguards to help protect your PHI from improper use and disclosure such as hosting our platform on HIPAA compliant servers. To the extent required by law, we will make reasonable efforts not to use, disclose, or request more than the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure, or request, taking into consideration practical and technological limitations.
For Treatment. Your PHI may be used and disclosed by those who are involved in facilitating your treatment or other related services provided through our Site or Mobile Apps.
For Payment. We may use and disclose PHI so that we can receive payment for the services provided to you. This will only be done with your authorization. If it becomes necessary to use collection processes due to lack of payment for services, we will only disclose the minimum amount of PHI necessary for purposes of collection.
For Health Care Operations. We may use or disclose, as needed, your PHI in order to support our business activities including, but not limited to, quality assessment activities, internal administration and planning and conducting or arranging for other business activities.
SPECIAL SITUATIONS: USE AND DISCLOSURE WITHOUT AUTHORIZATION
The following is a list of the categories of uses and disclosures of PHI permitted by HIPAA without an authorization. Applicable law and ethical standards permit us to disclose information about you without your authorization only in a limited number of situations.
Abuse or Neglect. We may disclose your PHI to a state or local agency that is authorized by law to receive reports of abuse or neglect, if we reasonably believe you have been a victim of abuse, neglect or domestic violence.
Judicial and Administrative Proceedings. We may disclose your PHI pursuant to a subpoena (with your written consent), court order, administrative order or similar process. We may also use and disclose your PHI to the extent permitted by law without your authorization, for example, to defend a lawsuit or arbitration.
Information Not Personally Identifiable. We may use or disclose health information about you in a way that does not personally identify you or reveal who you are.
Deceased Patients. We may disclose PHI regarding deceased patients as mandated by state law such as a coroner or medical examiner, or to a family member or friend that was involved in your care or payment for care prior to death, based on your prior consent. A release of information regarding deceased patients may be limited to an executor or administrator of a deceased person’s estate or the person identified as next-of-kin. PHI of persons that have been deceased for more than fifty (50) years is not protected under HIPAA.
Medical Emergencies. We may use or disclose your PHI in a medical or mental health emergency situation to medical personnel only in order to prevent serious harm. Our staff will try to provide you a copy of this notice as soon as reasonably practicable after the resolution of the emergency.
Family Involvement in Care. We may disclose information to close family members or friends directly involved in your treatment based on your consent or as necessary to prevent serious harm.
Health Oversight. If required, we may disclose PHI to a health oversight agency for activities authorized by law, such as audits, investigations, and inspections. Oversight agencies seeking this information include government agencies and organizations that provide financial assistance to the programs, such as third-party payors (for example insurance providers) based on your prior consent, and peer review organizations performing utilization and quality control.
Law Enforcement. We may disclose PHI to a law enforcement official as required by law, in compliance with a subpoena (with your written consent), court order, administrative order or similar document, for the purpose of identifying a suspect, material witness or missing person, in connection with the victim of a crime, in connection with a deceased person, in connection with the reporting of a crime in an emergency, or in connection with a crime on the premises.
Specialized Government Functions. We may review requests from U.S. military command authorities if you have served as a member of the armed forces, authorized officials for national security and intelligence reasons and to the Department of State for medical suitability determinations, and disclose your PHI based on your written consent, mandatory disclosure laws and the need to prevent serious harm.
Public Health. If required, we may use or disclose your PHI for mandatory public health activities to a public health authority authorized by law to collect or receive such information for the purpose of preventing or controlling disease, injury, or disability, or if directed by a public health authority, to a government agency that is collaborating with that public health authority.
Public Safety. We may disclose your PHI if necessary to prevent or lessen a serious and imminent threat to the health or safety of a person or the public. If information is disclosed to prevent or lessen a serious threat it will be disclosed to a person or persons reasonably able to prevent or lessen the threat, including the target of the threat.
Workers’ Compensation. We may use and disclose your PHI as authorized by, and to the extent necessary to comply with, laws relating to workers’ compensation or other similar programs, established by law, that provide benefits for work-related injuries or illness without regard to fault.
Research. We may use and disclose health information about you for research projects that are subject to a special approval process. We will ask you for your permission if the researcher will have access to your name, address or other information that reveals who you are, or will be involved in your care at the office.
Required By Law. We will disclose health information about you when required to do so by federal, state or local law.
USE AND DISCLOSURE WITH AUTHORIZATION
Other permitted and required uses and disclosures will be made only with your consent, authorization or opportunity to object unless permitted or required by law. The following uses and disclosures of your PHI will be made only with your written authorization:
For our marketing purposes. We must also obtain your written authorization prior to using your PHI to send you any marketing materials.
For the purpose of selling your health information. We may not sell your PHI without your authorization. Your PHI will not be used for fundraising.
Special Categories of Treatment. In most cases, federal or state law requires your written authorization or the written authorization of your representative for disclosures of drug and alcohol abuse treatment, Human Immunodeficiency Virus (HIV) and Acquired Immune Deficiency Syndrome (AIDS) test results, and mental health treatment.
Other. Other uses and disclosures not described in this Notice of Privacy Practices.
YOUR RIGHTS REGARDING YOUR PHI
You have the following rights regarding PHI we maintain about you. To exercise any of these rights, please submit your request in writing to our Privacy Officer at email@example.com.
Right of Access to Inspect and Copy. You have the right, which may be restricted only in exceptional circumstances, to inspect and copy PHI that is maintained in a “designated record set”. A designated record set contains mental health/medical and billing records and any other records that are used to make decisions about your care. Your right to inspect and copy PHI will be restricted only in those situations where there is compelling evidence that access would cause serious harm to you or if the information is contained in separately maintained psychotherapy notes. We may charge a reasonable, cost-based fee for copies. If your records are maintained electronically, you may also request an electronic copy of your PHI. You may also request that a copy of your PHI be provided to another person.
Right to Amend. If you feel that the PHI we have about you is incorrect or incomplete, you may ask us to amend the information although we are not required to agree to the amendment. If we deny your request for amendment, you have the right to file a statement of disagreement with us. We may prepare a rebuttal to your statement and will provide you with a copy. Please contact the Privacy Officer if you have any questions.
Right to an Accounting of Disclosures. You have the right to request an accounting of certain disclosures that we make of your PHI. We may charge you a reasonable fee if you request more than one accounting in any 12-month period.
Right to Request Restrictions. You have the right to request a restriction or limitation on the use or disclosure of your PHI for treatment, payment, or health care operations. We are not required to agree to your request unless the request is to restrict disclosure of PHI to a health plan for purposes of carrying out payment or health care operations, and the PHI pertains to a health care item or service that you paid for out of pocket. In that case, we are required to honor your request for a restriction.
Right to Request Confidential Communication. You have the right to request that we communicate with you about health matters in a certain way or at a certain location. We will accommodate reasonable requests. We may require specification of an alternative address or other method of contact as a condition for accommodating your request. We will not ask you for an explanation of why you are making the request.
Breach Notification. If there is a breach of unsecured PHI concerning you, we may be required by state and/or federal law to notify you or your Provider of this breach, including what happened and what you can do to protect yourself.
Right to a Copy of this Notice. You have the right to a copy of this notice.
If you would like more information about your privacy rights, please contact Medici by emailing us at firstname.lastname@example.org. To the extent you are required to send a written request to Medici to exercise any right described in this Notice, you must submit your request to Medici at:
Medici Technologies, LLC.
7500 Rialto Blvd. Bldg II, Suite 150 Austin, TX 78735
If you believe we have violated your privacy rights, you have the right to file a complaint in writing with our Privacy Officer at email@example.com. You may submit a formal complaint to the Department of Health and Human Services, Office for Civil Rights by sending a letter to 200 Independence Avenue, S.W., Washington, D.C. 20201, calling 1-877-696-6775, or visiting www.hhs.gov/ocr/privacy/hipaa/complaints/. We will not retaliate against you for filing a complaint.
Last revised: December, 2016
- Information That We Collect
- How We Use and Share Your Information
- Access to Your Information and Choices
- Security of Your Information
- Questions and How Contact Us
Other Privacy Policies. For information about how we collect, use and share your health and medical information, please refer to our Notice of Privacy Practices.
INFORMATION THAT WE COLLECT
Information You Provide to Us
We collect information you provide to us, for example when you create or modify your account via our Mobile applications, purchase products or services from us, request information from us, contact customer support, or otherwise communicate with us. This information may include:
- Billing address
- Email address
- Telephone number
- Date of birth
- Credit card number (solely for payment purposes and not stored by Medici)
- Photos, files, videos, chat messages and other communications to physicians
- Health and medical history, condition and other health related information
Information We Collect Through Your Use of our Site
We use Google Analytics, a web analytics service provided by Google, Inc. (“Google”) to collect certain information relating to your use of the Site. Google Analytics uses “cookies”, which are text files placed on your computer, to help the Site analyze how users use the site. You can find out more about how Google uses data when you visit our Site by visiting “How Google uses data when you use our partners’ sites or apps”, (located at www.google.com/policies/privacy/partners/).
Information Collected Through Cookies and Similar Technologies
No Information from Children Under Age 13
If you are under the age of 13, please do not attempt to register with our services (e.g. Site or Mobile Applications) or provide any personal information about yourself to us. If we learn that we have collected personal information from a child under the age of 13, we will promptly delete that information. If you believe we have collected personal information from a child under the age of 13, please Contact Us.
HOW WE USE AND SHARE YOUR INFORMATION
To Provide Products, Services, and Information. We collect information from you in order to provide products and services that you purchase using the Site; register and service your online account; provide information that you request from us; contact you about your orders; process credit card and debit card transactions; ship products to you; send you promotional materials or advertisements about our products and services, as well as new features and offerings; administer surveys, sweepstakes, promotions and contests; provide interest-based targeted advertising to you.
Sharing with Third Parties. We may provide information, as defined in Section 2 above, to third party service providers that help us operate and manage our Site, process orders, and fulfill and deliver products and services that you purchase from us. These service providers will have access to your personal information in order to provide these services, but when this occurs we implement reasonable contractual and technical protections to limit their use of that information to helping us provide the service.
We belong to ad networks that may use your browsing history across participating websites to show you interest-based advertisements on those websites. Currently, our Site does not recognize if your browser sends a “do not track” signal or similar mechanism to indicate you do not wish to be tracked or receive interest-based ads. To learn more about interest-based advertisements and your opt-out rights and options, visit the Digital Advertising Alliance and the Network Advertising Initiative websites (www.aboutads.info and www.networkadvertising.org). Please note that if you choose to opt out, you will continue to see ads on our Site, but they will not be based on how you browse and shop.
We will not use any data shared from Apple Health Kit for advertising purposes.
Legal Proceedings. We may share personal information with third party companies, organizations or individuals outside of Medici if we have a good-faith belief that access, use, preservation or disclosure of the information is reasonably necessary to:
- Meet any applicable law, regulation, subpoena, legal process or enforceable governmental request.
- Detect, prevent, or otherwise address fraud, security or technical issues.
- Protect against harm to the rights, property or safety of Medici, our users, customers or the public as required or permitted by law.
ACCESS TO YOUR INFORMATION AND CHOICES
You can access and update certain information we have relating to your account through the profile settings on the Medici app. If you have questions about personal information we have about you or need to update your information, you can Contact Us, and chat with our support team through our Support page. You can opt-out of receiving marketing and promotional e-mails from Medici by using the opt-out or unsubscribe feature contained in the e-mails.
You can close your online account by going to the Privacy tab in the Medici app. If you close your account, we will no longer use your online account information or share it with third parties. We may, however, retain a copy of the information for archival purposes, and to avoid identity theft or fraud.
SECURITY OF YOUR INFORMATION
We use industry standard physical, technical and administrative security measures and safeguards to protect the confidentiality and security of your personal information. However, since the Internet is not a 100% secure environment, we cannot guarantee, ensure, or warrant the security of any information you transmit to us. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. It is your responsibility to protect the security of your login information. Please note that e-mails and other communications you send to us through our “Contact Us” form are not encrypted, and we strongly advise you not to communicate any confidential information through these means.
QUESTIONS AND HOW TO CONTACT US
Medici Technologies, LLC
ATTN: Medici Privacy Officer
7500 Rialto Blvd.
Bldg. II, Suite 150
Austin, TX 78735
Last updated: December, 2016
Welcome to Medici, an electronic communication platform for Healthcare Providers and their patients, operated by Medici Technologies, LLC (“Medici”, “us”, “our”, and “we”). Medici provides a website located at www.medici.md (the “Site”), mobile applications (“Mobile Apps”), and services provided through the Mobile Apps (“Services”).
NOTE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH MEDICI. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
We offer an online communication platform for Healthcare Providers and their patients (“Patient Users”) to connect via the Mobile App through the use of interactive video, audio and other telecommunications technology. The Mobile App facilitates communication between Patient Users and Healthcare Providers. Our Services are not intended to be used in medical emergencies or situations requiring a hands-on or immediate response or treatment. If you are experiencing a medical emergency, please call 9-1-1.
Medici Does Not Provide Healthcare Services or Advice
The Medici platform serves only as a technology enabler for the virtual care services your Healthcare Provider chooses to provide you. Your Healthcare Provider must have a separate agreement and provider-patient relationship with you and Medici is not a party to such agreement or provider-patient relationship. Healthcare Providers are solely responsible for keeping confidential all information provided by the Patient Users.
All of the Healthcare Providers who deliver services to you through Medici are independent professionals solely responsible for the services each provides to you. The Healthcare Providers are not employees of Medici. Medici does not practice medicine or any other licensed profession, and does not interfere with the practice of medicine or any other licensed profession by Healthcare Providers, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither Medici nor any third parties who promote the Services or provide you with a link to the Service will be liable for any professional advice you obtain from a Healthcare Provider via the Services. Medici does not endorse any Healthcare Provider using our Services.
The Mobile App is designed solely to help you share information with your Healthcare Provider. It is not a service for the diagnosis, management or treatment of any illness, medical condition or disease. Any information generated from use of the Mobile App should not be treated as a substitute for the medical advice of your Healthcare Provider. The Mobile App is not designed to be an emergency alert system. Reminders and alerts are not substitutes for remembering to take medications or obtaining a diagnosis directly from your doctor or health care professional. If you have concerns about your health or the use of the Mobile App, you should consult your Healthcare Provider immediately.
The information on Healthcare Providers may include profiles, reviews, comments, etc. that is made available by Medici or by the Healthcare Providers themselves. Medici has taken reasonable steps to ensure the correctness of this information, but does not recommend or endorse any particular Healthcare Provider. Medici is not responsible for any services, advice, acts or omissions of Healthcare Providers. Patient Users are solely responsible for making decisions on the choice of these providers for their personal health needs.
Medici Services can be used only by licensed medical Providers and/or medical establishments with the necessary licenses and approvals to provide healthcare services to patients. It is the sole responsibility of the Healthcare Providers to ensure that they are in possession of the necessary licenses required for all the services that they provide and the necessary healthcare personnel and resources required to support such services are available. Medici is not responsible for ensuring that Healthcare Providers licenses and insurance are up to date.
Any disputes between Healthcare Providers and the Patient Users will be dealt with by Healthcare Providers directly. Medici will not be responsible for resolving and will not get involved in such disputes. Patient User agrees to release Medici of all/any claims between you and your Healthcare Providers and/or any other third party.
Account Creation. In order to use certain features of the Services, you must register for an account with us (“your Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions provided in the Mobile App. We may terminate your Account in accordance with the Terms and Termination section of this Agreement. You may reopen your Account or request access to Account information any time. Medici will maintain your Account information for 7 years from the time of your last Account use.
Use of Services as Caregiver. If you are managing the care from someone else on Medici, such as a child, parent, or adult neighbor, you can communicate on Medici as a “Caregiver”. Caregivers’ must have permission from the patient, or permission from someone acting on the patient’s behalf, such as a home health worker. HIPAA specifically permits covered entities to share information that is directly relevant to the involvement of a spouse, family members, friends, or other persons identified by a patient, in the patient’s care or payment for health care.” The only exception is if the patient objects.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
You consent to receive communications from us electronically. You agree that all agreements can be entered into and signed electronically in accordance with applicable law, and all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing.
We will make available a Mobile App to access the Services via a mobile device. To use our Mobile App you must have a mobile device that is compatible with the Mobile App. We do not warrant that the Mobile App will be compatible with your mobile device. We grant to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile App for one registered account owned solely by you, for your personal and non-commercial use.
You may not: a) modify, disassemble, decompile or reverse engineer the Mobile App; b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile App to any third-party; c) make any copies of the Mobile App; d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile App, features that prevent or restrict use or copying of any content accessible through the Mobile App, or features that enforce limitations on use of the Mobile App; or e) delete the copyright and other proprietary rights notices on the Mobile App.
You acknowledge that we may from time to time issue upgraded versions of the Mobile App, and may upgrade automatically to your mobile device the version of the Mobile App that you are using. You consent to such automatic upgrading and agree that this Agreement will apply to all such upgrades. We may elect to provide you with support or modifications for the Mobile App (“Support”), in our sole discretion, and we may change, reduce or terminate such Support at any time without notice to you. We reserve the right to charge fees for Support. Any use of third- party software provided in connection with the Services will be governed by such third parties’ licenses and not by this Agreement.
App Stores. You acknowledge and agree that the availability of the Mobile Apps is dependent on the third party websites from which you download the Mobile Apps, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that this Agreement is between you and Medici and not with an App Store or provider of the App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of this Agreement, the more restrictive or conflicting terms and conditions in this Agreement apply.
Patient User agrees to pay all fees or charges to your Healthcare Provider in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. By providing Medici with your payment information, you agree that Medici is authorized to immediately charge your Account for all fees and charges due and payable to your Healthcare Provider and that no additional notice or consent is required.
Medici, on behalf of your Healthcare Provider, reserves the right to modify or implement a new pricing structure at any time prior to billing you for your initial payment or for future payments due pursuant to this Agreement.
You are responsible for all fees, including taxes, associated with your use of the Service. You are responsible for providing us with a valid means of payment. You must keep current payment information on file with Medici and your account must be adequately funded to pay for any services rendered. By agreeing to these terms, you are giving Medici permission to charge your approved methods of payment for fees that you authorize Medici to satisfy.
If you have a dispute concerning any payment transaction, please contact our Support department. If, at any time, you contact your bank or credit card company to reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your User Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. Medici will not be liable for any loss of files, data, or content as a result of a Chargeback. In order to resume use of the Services, you must re-subscribe for the Services and pay all applicable fees for the Service as well as any fees incurred by us or our payment processor as a result of the Chargeback.
Rights and Licenses
You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
Violations of system or network security may result in civil or criminal liability. Medici will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you will not access the Services in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, except and if otherwise expressly set forth in this Agreement.
No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services or the Mobile App.
Ownership of the Services. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services, including the Site and Mobile App, are owned by us or our licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.
The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:
- You are solely responsible for your Account and the activity that occurs while signed in to or while using your Account;
- You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
- You will abide by our Acceptable Use Policy below; and
Acceptable Use Policy. Your permission to use the Services is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:
- post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
- use the service for any unlawful purpose or for the promotion of illegal activities;
- attempt to, or harass, abuse or harm another person or group;
- use another user’s account without permission;
- provide false or inaccurate information when registering an account;
- interfere or attempt to interfere with the proper functioning of the Service;
- make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
- bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or
- publish or link to malicious content intended to damage or disrupt another user’s browser or computer.
This list of prohibitions provides examples and is not complete or exclusive. Medici reserves the right to (a) terminate access to your account, your ability to post to this Site, the Mobile App, or use the Services and (b) refuse, delete or remove any User Content; with or without cause and with or without notice, for any reason or no reason, or for any action that Medici determines is inappropriate or disruptive to this Site or Mobile App or to any other user of this Site, Mobile App, and/or Services. Medici may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Medici’s discretion, Medici will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site, Mobile App, or on the Internet.
License. You hereby grant to Medici a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to your User Content, but not including any identifiable personal healthcare or medical information, (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute your User Content, or any portion thereof, for any lawful purposes, including marketing, advertising and other commercial purposes, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use your User Content. We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to your User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Feedback. If you provide us any feedback or suggestions regarding the Services (“Feedback”), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
Indemnity. You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, Site, or Mobile App, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Links to Other Sites and/or Materials
Third Party Sites, Ads and Ad Networks. As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), known or unknown, that relates to or has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users, including caregivers, or Third Party Sites & Ads, including your acts or omissions based on use of the Mobile App, including without limitation any reliance on reminders or alerts or interactions with your Healthcare Provider, caregiver, or other third party. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SERVICES, INCLUDING THE MOBILE APP AND THE SITE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
Limitation on Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL MEDICI, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE, MOBILE APP, OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE EXTENT MEDICI MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY LIABILITIES OR LIMIT WARRANTIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. DAMAGES WILL BE NO MORE THAN THE FEES PAID BY YOU TO MEDICI, IF ANY, DURING THE LAST 3 MONTHS OF YOUR USE OF THE SITE AND SERVICES.
Term and Termination
We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.
Medici makes no representation that all products, services and/or material described on the Site, or the Services available through the Site, are appropriate or available for use in locations outside the United States or all territories within the United States.
We respect the intellectual property of others and ask that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright laws that provide for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our Services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Our designated Copyright Agent is: Medici Technologies, LLC
Attn: Privacy Officer
Contact: 2711 Centerville Rd, Ste 400
Wilmington DE 19808
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Medici’s designated agent that includes all of the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Medici may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND MEDICI HAVE AGAINST EACH OTHER ARE RESOLVED.
Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Agreement to Arbitrate
The arbitration will be conducted by JAMS Arbitration (“JAMS”) under its applicable rules and procedures, as modified by this Agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by the court.
You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING;
(b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitrator will honor claims of privilege and privacy recognized at law; (d) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and
(f) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Wilmington, Delaware.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or Medici may choose to pursue a claim or dispute in court and not by arbitration if (a) the claim or dispute qualifies, it may be initiated in small claims court; or
(b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Section (Legal Disputes) by mailing written notification to Medici Technologies, LLC, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, or firstname.lastname@example.org. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Medici through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Medici. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your claim or dispute in arbitration or small claims court.
You understand and agree that by entering into this Agreement you and Medici are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Section (Legal Disputes), you and Medici might otherwise have had a right or opportunity to bring claims or disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided herein, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
This Section (Legal Disputes) shall survive the termination of this Agreement with Medici or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if Medici makes any change to this Section (Legal Disputes) (other than a change to the notice address), you may reject any such change and require Medici to adhere to the language in this Section (Legal Disputes) if a claim or dispute between us arises.
Changes to Agreement. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
Copyright/Trademark Information. Copyright © 2015 Medici Technologies, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Contact Information: Medici Technologies, LLC
Address: 600 Congress Ave., 16th Floor, Austin, TX 78701
HEALTHCARE PROVIDER USER AGREEMENT
Last revised September 2018
Welcome to Medici, an electronic communication platform for Healthcare Providers and their patients, operated by Medici Technologies, LLC (“Medici”, “us”, “our”, and “we”). Medici provides a website located at www.medici.md (the “Site”), mobile applications (“Mobile App”), and services provided through the Mobile Apps collectively referred to as (“Services”).
NOTE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH MEDICI. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
We offer an online communication platform for healthcare Providers (“Healthcare Providers” or “you”) and their patients (“Patient Users”) to connect via the Site and/or Mobile App through the use of interactive video, audio and other telecommunications technology (collectively referred to as the “Services”). The Mobile App facilitates communication from Patient Users to existing Healthcare Providers.
To be a Healthcare Provider using the Services, you must agree to comply with all laws, medical board rules and other rules and regulations applicable to you as a Healthcare Provider or otherwise. Your relationship with the Medici users (including your patients) is directly between you and the patient. The patient will never have a physician-patient relationship with Medici. Medici does not practice medicine and offers no medical services. You, as the Healthcare Provider, are solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Healthcare Provider is solely responsible for all billings and collections from patients and other consumers, and Medici shall have no liability whatsoever to Healthcare Provider with respect to any amounts owed by any patient or other consumer to Healthcare Provider.
Ownership Of The Site and Mobile App
All pages within this Site and Mobile App any material made available for download are the property of Medici, or its licensors or suppliers, as applicable. The Site and Mobile App is protected by United States and international copyright and trademark laws. The contents of the Site and Mobile App, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site or Mobile App (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by Medici. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, Content or other proprietary information (including; images, text, page layout, or form) of Medici without our express written consent.
- For the purposes of this Agreement, the terms set forth in this Section 3 have the meanings assigned to them below. Terms not defined below or in the body of this Agreement (whether or not capitalized) have the definitions given to them in HIPAA.
- “Administrative Rights” means the rights to administer and direct the use of a Provider’s account, including the authority to provide, request, issue, administer and limit the access rights to other User accounts issued to such Provider’s Authorized Workforce, as well as the rights to integrate, connect, or otherwise share Your Information with, or receive Protected Health Information from, third parties through the Services.
- “Authorized Workforce” means those natural persons who are members of your Workforce who you have identified (by their legal names, and the legal names of their employers) in your account as authorized to access the Services on your behalf.
- “Clinical Data Exchange” means the exchange, with your Consent, of Protected Health Information (and Your Personal Information as necessary) between You and covered entities (and their business associates) for any permitted purpose, including, to the extent applicable, care coordination, performance or quality measurement programs, and risk adjustment, and other treatment, payment or health care operations purposes.
- “Confidential Information” means any information relating to our business, financial affairs, current or future products or technology, trade secrets, workforce, customers, or any other information that is treated or designated by us as confidential or proprietary, or would reasonably be viewed as confidential or as having value to our competitors. “Confidential Information” does not include information that we make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by you. “Confidential Information” does not include individuals” health information.
- “Consent” means consent or authorization by a user of the Services allowing us to take actions described under this Agreement, which the user of the Services may give in an electronic communication to us or by use of the features of the Services (such as “share,” “transmit,” “refer,” “authorize,” “opt-in,” “agree” or toggling or selecting an action through a settings or activation page located within the Service, and the like).” Such Consent may apply to an individual case or situation, or may apply globally or programmatically based on variables that apply to an overall situation or circumstance (whether through a settings or preference page, a global “opt-in” or otherwise).
- “Credentials” means any unique identifier, password, token, credential, any combination thereof, or other means we may utilize from time to time for authorizing access to all, or any portion of, the Services.
- “De-Identified Health Information” means health information that has been de-identified in accordance with the provisions of the Privacy Rule.
- “De-Identified Information” means De-Identified Health Information and De-Identified Personal Information.
- “De-Identified Personal Information” means Personal Information from which all identifiers that could reasonably be anticipated to identify an individual by an anticipated recipient ” such an individual”s name, contact information, or government identifiers ” have been removed.
- “De-Identify,” means (i) with respect to Personal Information, to make such information into De-Identified Personal Information, and (ii) with respect to health information, means to make such health information into De-Identified Health Information.
- “HIPAA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule and the Security Rule, as amended.
- “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations promulgated thereunder.
- “Personal Information” means information that includes an individual’s name, contact information, government identifiers, or includes identifiers that could reasonably be anticipated to identify an individual personally by an anticipated recipient.
- “Policies and Procedures” means our rules, regulations, policies and procedures for access to and use of the Services, as changed from time to time and as posted electronically on our Internet website.
- “Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E, as amended.
- “Protected Health Information” has the meaning given it in the Privacy Rule.
- “Provider” or “Healthcare Provider” has the same meaning as “health care provider” given in 45 CFR “160.103.
- “Provider of Record” has the meaning given in Section 4.2.1.
- “Security Rule” means the Security Standards for the Protection of electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C, as amended.
- “Services” has the meaning defined in Section 1.
- “Term” means the initial term and all renewal terms of this Agreement as provided in Section 20.1.
- “User” (capitalized) means a natural person who has been authorized, pursuant to this Agreement, to access the Services on your behalf; a “user” (un-capitalized) shall mean any user of the Services.
- “Workforce” means a Provider’s employees, volunteers, trainees, and other persons whose conduct, in the performance of work for Provider, is under the direct control of such Provider, whether or not they are paid by the Provider.
- “Your Protected Information” means Protected Health Information that you or your Workforce input or upload onto the Services, or that we receive on your behalf from your patient’s, authorized service providers, or our third party partners pursuant to this Agreement (including Section 7.1.7).
- “Your Information” means information that you or your Workforce input or upload onto the Services, including Your Personal Information and Your Health Information.
- “Your Personal Information” means Personal Information that you or your Workforce enter or upload onto the Services.
Accounts and Access to the Services
Healthcare Provider Account
- Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- Verification. You agree that your use of the Services, or certain features or functionality of the Services, may be subject to verification by us of your identity and credentials as a healthcare provider or healthcare professional, and to your ongoing qualification as such. You agree that we may use and disclose Your Personal Information for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. Notwithstanding the applicable provisions at Section 20, you agree that we may terminate your access to or use of the Services at any time if we are unable at any time to determine or verify your identity, qualifications or credentials.
- Account Termination. If you desire to terminate your account, please see the provisions in your Section 20.
Access Rights of Provider Account.
- Provider of Record. We offer the Services to Providers and to natural persons who are members of such Providers” Authorized Workforce, as more fully described in this Section 4.2.5. All persons who sign up for an account on behalf of a Provider must furnish, among other things, that Provider”s full legal name and fictitious business name(s) (i.e., trade name, d/b/a or “doing business as”) as part of the sign-up process. We treat the Provider in whose name the account is established as the owner of all User accounts associated with such Provider, and we call this Provider the “Provider of Record.”
The Provider of Record is a party to this Agreement for all purposes and shall be subject to all of the provisions are applicable to the person addressed as “you” in this Agreement.” Although a member of a Provider of Record”s Authorized Workforce may have signed-up for an account or electronically entered into this Agreement, or may continue to administer Administrative Rights on the Provider of Record”s behalf, only the Provider of Record is entitled to any of the rights, remedies or benefits under this Agreement and control over the Administrative Rights. The Provider of Record is likewise subject to, and we may enforce against it, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations, warranties, waivers and releases included in this Agreement. The Provider of Record may delegate Administrative Rights to one or more members of the Provider of Record”s Authorized Workforce, but the Provider of Record remains responsible for all activity occurring thereunder.
- Authorized Representatives. An authorized representative of a Provider may obtain an account on behalf of such Provider, and may have administrative privileges on the account. We call the person(s) authorized to act on behalf of a Provider the “Authorized Representative(s)” of such Provider. The Provider and Authorized Representative may be the same person. If you are establishing an account or taking any action with respect to a Provider’s account, you represent and warrant that (a) you have the authority to act on such Provider’s behalf either as owner/principal or as a member of such Provider’s Authorized Workforce, (b) the information you submit is complete and accurate, and (c) you have the authority to enter into this Agreement on behalf of such Provider and bind such Provider to the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations, warranties, grants, waivers and releases contained in this Agreement. If you are an Authorized Representative, you recognize that you have no personal rights with respect to such Provider”s account, and that such Provider may change the Authorized Representative at any time, for any or no reason, with or without notice.
- Authorized Workforce. If you are a member of a Provider’s Authorized Workforce, and such Provider has authorized you to access the Services on its behalf by authorizing a Credential for you, then you are authorized under this Agreement to access the Services solely on behalf and at the direction of such Provider. As such, you may sign in and use the functionality of the Services solely on behalf and at the direction of such Provider. You consent to and authorize the disclosure to such Provider any content related to, or otherwise generated by your use of the Services, including secure messages. You hereby agree and acknowledge that you are subject to, and we may enforce against you, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations and warranties set forth in this Agreement that are applicable to the person addressed as “you” in this Agreement, and you hereby grant and make all rights, waivers and releases set forth in this Agreement that are granted and made by the person addressed as “you” in this Agreement, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under this Agreement other than the limited, non-exclusive, non-transferable, personal right under this Section 4.2.3 to sign in and use the functionality of the Services solely on behalf and direction of such Provider. Notwithstanding the applicable provisions at Section 16, you acknowledge that your access to the Services may be terminated by the Provider or us at any time, for any reason or no reason at all, with or without notice. By (i) accessing any of the Services under a Provider”s account(s), or (ii) contacting us by any means and requesting or directing us to take any action with respect to any Provider”s account(s) or data held by such account(s), or (iii) asserting any right or authority with respect to such account(s) or data, you represent and warrant that you have the authority to act on such Provider”s behalf and that you are not using the Services, or otherwise engaging in the activities described in clauses (i) through (iii) above, for the benefit or at the direction, of any person or entity other than such Provider, including yourself.
- User Identification. We authorize you and your Authorized Workforce to use the Credentials uniquely assigned to, or selected by, each such individual User. You acquire no ownership rights in any such Credentials, and such Credentials may be revoked, reset or changed at any time in the discretion of us or the Provider of Record. You will adopt and maintain reasonable and appropriate security precautions for your Credentials to prevent their disclosure to or use by unauthorized persons. Each member of your Authorized Workforce shall have and use a unique identifier. You will ensure that no member of your Workforce uses Credentials assigned to another Workforce member.
- Your Workforce. You may permit your Authorized Workforce to use the Services on your behalf, subject to the terms of this Agreement. You will:
- require each member of your Authorized Workforce to have unique Credentials, and will provide the legal name(s) of each such member for which you are seeking Credentials;
- train all members of your Authorized Workforce in the requirements of this Agreement and the Policies and Procedures relating to their access to and use of the Services, and ensure that they comply with such requirements;
- take appropriate disciplinary action against any member of your Workforce who violates the terms of this Agreement or the Policies and Procedures;
- ensure that only the person to whom a specific set of Credentials have been assigned accesses the Services with such Credentials; and immediately notify us of the termination of employment of any member of your Authorized Workforce, or of your withdrawal of authorization for any such person to access the Services.
Users residing in the 50 United States or the District of Columbia, may subscribe to Medici in order to receive enhanced functionality and additional features (the “Subscription Service”). Medici offers the Subscription Service through an automatically billed monthly subscription. You can subscribe by logging into your Medici account and following the subscription instructions. You may also be contacted by Medici over the phone with regards to the Subscription Service and you may subscribe via that process.
Subscription Features: For a current list of Subscription Service features, please visit https://Medici.md/doctors/membership. We may modify the price, content, or nature of the Subscription Service at any time. At our sole discretion, we may grandfather in the prices of certain members based on factors such as sign up date and good standing. If we modify any of the foregoing terms, you may cancel your membership, and such cancellation shall be your sole remedy. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on the Subscription Service website located here: https://Medici.md/doctors/membership.
Automatic Monthly Renewal Terms: The Subscription Service can be purchased directly from Medici or through a third party, such as a telephone company, by paying a monthly subscription fee provided to you at the time of your subscription, which may be subject to change at your next monthly billing cycle upon no earlier than 10 days notice to you. By purchasing the Subscription Service, you agree to an initial and recurring monthly Subscription Service fee at the monthly Subscription Service rate, as well as any sales or similar taxes that may be imposed on your payments, and you accept responsibility for all recurring charges until you cancel your subscription. The applicable Subscription Service fee and taxes will be charged to your credit card on the date your membership is created and every monthly billing period thereafter, on the day corresponding to the monthly commencement of your membership (the “Membership Anniversary Day”). If your Membership Anniversary Day, the date of expiry of your current billing period, does not exist in a particular month (because your Membership Anniversary Day is the 29th, 30th or the 31st of the month) then we will charge your credit card on the last day of that month.
If we do not receive payment from your credit card provider or if your credit card expires or is rejected, you agree to pay all amounts due upon demand. Your account will be automatically canceled 10 days after your credit card is rejected, and you are required to pay the pro-rated amount for such 10 day period. Following any such non-payment, we may require you to provide a second valid credit card before continuing to use the Subscription Services. You authorize us to charge outstanding fees and other amounts due us against any credit card you have on file with us. We reserve the right to take all steps necessary to collect amounts due from you, including but not limited to legal action and/or using third party collection agencies. If your account is more than 30 days past due, and is forwarded to a collections agency, you will additionally be liable for any recovery fees charged by the agency. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any billing problems or discrepancies within 90 days after they first appear on your credit card statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies.
Cancellation: Your payment to Medici will automatically renew at the end of the subscription period, unless you cancel your Subscription Service through your subscription page before the end of the current subscription period. You may cancel your membership at any time by filling out the cancellation form on your account page https://app.medici.md/#/settings/membership. You may also email a request to email@example.com to cancel your Subscription Service. Please have available and/or include the email associated with your account if you cancel by email. If you do not include such email, then you acknowledge and accept that your cancellation may be delayed or not accepted. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the standard non-subscription service. However, if you cancel your payment or Subscription Service and/or terminate any of the Agreements before the end of the current subscription period, we will not refund any subscription fees already paid to us.
If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the Medici application from your device. Deleting your account on Medici or deleting the Medici application from your device does not cancel your subscription; Medici will retain all funds charged to your account until you cancel your subscription through your account page.
Notice to California Subscribers: You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed.
MEDICI DOES NOT PROVIDE ADVICE OR MEDICAL SERVICES
As part of the Services, Medici provides a platform for Healthcare Provider to communicate with patients. Medici does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Healthcare Provider, goods or services offered by Healthcare Provider, including but not limited any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Healthcare Provider should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining Healthcare Provider’s compliance obligations under law. Healthcare Provider and Medici agree that Medici is not providing, to patients or Healthcare Provider or anyone else, medical advice or legal advice.
You are responsible for following all applicable laws, rules and regulations for the state and/or jurisdiction that you are practicing, including, but not limited to, licensure, scope of practice and corporate practice of medicine laws, rules and regulations. If you use the Services, you represent and warrant to Medici that; you have: (i) ascertained the location of each person contacting them through the app (through specific location questions, having them upload their license, etc.) and ensured that you are licensed to practice medicine or other applicable license in the state where such person is located; (ii) ensured your compliance with all laws and regulations governing your scope of practice; and (iii) not established a patient-provider relationship and are only providing general wellness advice and materials and not taking any affirmative action in diagnosing or treating such person if you are not licensed to do so.
Healthcare Provider’s Independent Medical Judgment and Indemnification
- Independent Medical Judgment. Healthcare Provider will use the Services only in accordance with applicable standards of good medical practice. While software products such as the Services can facilitate and improve the quality of service that Healthcare Provider and its personnel offer to patients, many factors, including the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Healthcare Provider shall be solely responsible for its use of the Services, and the provision of services to Healthcare Provider’s patients. In this regard, Healthcare Provider releases Medici and waives any and all potential claims against Medici as a result of Healthcare Provider’s use of the Services, and the provision of services to Healthcare Provider’s patients. As a result of the complexities and uncertainties inherent in the patient care process, Healthcare Provider agrees to defend, indemnify and hold Medici harmless from any claim by or on behalf of any patient of Healthcare Provider or its personnel, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Medici, regardless of the cause if such claim arises for any reason whatsoever, out of Healthcare Provider’s use or operation of the Services. To the extent applicable, Healthcare Provider will obtain Medici’s prior written consent to any settlement or judgment in which Healthcare Provider agrees to any finding of fault of Medici or defect in the Services. Medici will promptly notify Healthcare Provider in writing of any claim subject to this indemnification, promptly provide Healthcare Provider with the information reasonably required for the defense of the same, and grant to Healthcare Provider exclusive control over its defense and settlement.
- Malpractice Coverage. Healthcare Provider of Record affirms they are practicing with sufficient medical malpractice insurance with coverage liability in line with the best practices for Health Providers’ specialty and patient volume. Any Malpractice offered by Medici is an umbrella coverage that provides secondary coverage above the Healthcare Provider of Record’s primary individual malpractice obligations.
USE OF INFORMATION
- Purpose of Services. Part of the Services includes the storage of Your Protected Information, and the PHI of your Patient’s Information (defined in this section as “Your Information”) in order to: (i) make it available to you and your Workforce for any legal purpose, including treatment, payment and health care operations; (ii) to facilitate the sharing of individuals’ health information among users and other parties with whom you or your Workforce member elect to share such information, and (iii) to make information available to your patients through Medici. You may make Your Health Information accessible to other users of the Services, other individuals and entities, or your patients through the Services for these purposes. You authorize us, as your business associate, to use and disclose Your Information as follows:
- We will permit unrestricted access to Your Health Information to you and your Authorized Workforce. You are responsible for ensuring that your use of Your Health Information is consistent with the relevant legal restrictions.
- We will permit access to Your Health Information to your patients to whom you have enabled access through Medici.
- We will permit access to Your Information by health care providers, covered entities and their business associates to whom you have Consented to provide access to the Services and who have otherwise agreed to integrate with our Services. We will obtain your Consent before we make Your Health Information available to other providers, covered entities and their respective business associates. You acknowledge that once we have granted access rights to another provider or covered entity (or their respective business associates), we have no control over the uses and disclosures that such person or entity makes of Your Protected Information, and the recipient may be subject to its own legal and regulatory obligations (including HIPAA) to retain such information and make such information available to patients, governmental authorities and others as required by applicable law or regulations.
- We may De-identify Your Information, and use and disclose De-identified Information for any purpose whatsoever.
- We may create limited data sets from Your Protected Information, and disclose them for any purpose for which you may disclose a limited data set; and you hereby authorize us to enter into data use agreements on your behalf for the use of limited data sets, in accordance with applicable law and regulation.
- We may use Your Information for the proper management and administration of the Services and our business, and to carry out our legal responsibilities, which may include us disclosing such information to one of our business associates that has entered into a business associate agreement in accordance with Section 10 below. We may also disclose Your Information for such purposes if the disclosure is required by law (as such term is defined in 45 CFR “164.103), or we obtain reasonable assurances (as such term is interpreted or applicable in connection with or under HIPAA) from the recipient that it will be held confidentially and used or further disclosed only (a) as required by law (as such term is defined in 45 CFR “164.103), or (b) for the purpose for which it was disclosed to the recipient, and the recipient notifies us of any instances of which it is aware in which the confidentiality of the information has been breached. Without limiting the foregoing, we may permit access to the system by our contracted system developers under appropriate confidentiality agreements.
- We may use Your Protected Information and Directory Information (defined below) to contact your patients on your behalf for any purpose for which you would be permitted to contact them, including:
- For treatment and health care operations messages, including sending appointment notifications (such as appointment requests, confirmations, reminder, cancellations and the like) and messages about currently prescribed medications (including refill reminders), and post-visit treatment satisfaction surveys, invitations and administrative messages concerning Medici access, and the like;
- With your Consent, to request an authorization on your behalf from your patients to use or disclose health information for any purpose for which use or disclosure may be made with an appropriate authorization, including marketing and research purposes. You agree that we may also use and disclosure your patients’ health information as permitted by such authorization, and
- To provide information about health-related products or services that you provide, or that we provide on behalf as your business associate.
- From time to time we may incorporate information we receive from your authorized service providers (including Third-Party Applications as discussed in Section 11), our third party partners, or covered entities (and their business associates) who are providing or paying for medical services for one or more of your patients, into the Services we provide to you. Such information may include, without limitation, clinical information such as lab results, imaging results, eligibility information, prior authorizations and prescription history; and shall, upon incorporation into the Services, be treated as “Your Health Information” for all purposes hereunder. You hereby authorize us to request and receive such information on your behalf from such authorized service providers or our third party partners.
- We may use or disclose Your Health Information for other purposes, as from time to time described in our Policies and Procedures; provided that we will not make or permit any such use or disclosure that would violate applicable law or regulation if made by you or your business associate.
- Responsibility for Misuse by Other Users. You acknowledge that in granting access to the Services for the purposes set forth in Section 4.1, we will rely on the assurances of the recipients of the information as to (i) their identity and credentials, (ii) the purposes for which they are accessing the system, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the Services will contain certain technical safeguards against misuse of the Services, it will rely to a substantial extent on the representations and undertakings of users of the Services. You agree that we will not be responsible for any unlawful access to or use of Your Health Information by any user resulting from the user”s misrepresentation to us, or breach of the user”s user agreement or our Policies and Procedures.
- Specially Protected Information. We apply the standards of the Privacy Rule in permitting access to the Services. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of health information, or health information pertaining to certain classes of individuals. You agree that you are solely responsible for ensuring that Your Health Information may properly be disclosed for the purposes set forth in Section 7.1, subject to the restrictions of the Privacy Rule and applicable law, including those laws that may be more restrictive than the Privacy Rule. In particular, you will:
- not make available to other users through the Services any information in violation of any restriction on use or disclosure (whether arising from your agreement with such users or under law);
- obtain all necessary consents, authorizations or releases from individuals required for making their health information available through the Services for the purposes set forth in Section 7.1;
- include such statements (if any) in your notice of privacy practices as may be required in connection with your use of the Services; and
- not place in the Services any information that you know or have reason to believe is false or materially inaccurate.
- Provider Directories. We may include your Directory Information (defined below) in our (a) “Public Provider Directories,” which are electronic directories for patients and the general public; and (b) “Professional Provider Directories,” which are electronic directories for Providers and other members of the healthcare community ((a) and (b) collectively, “Provider Directories”). Provider Directories may be made available in various electronic formats, including searchable databases, Provider landing pages, interactive reference tools, reference lists, and integrated look-up features, among others. They may also incorporate information designed to help users, such as integrated maps, and licensure confirmation tools, among others. Provider Directories may include a “contact” feature that allows users to contact other users directly through the Services. Our Public Provider Directory may be made available to public search engines to aid Provider discovery. Listing in the Provider Directories is subject to eligibility criteria, which may differ between the Public Provider Directory and Professional Provider Directory. “A Provider’s “Directory Information” includes the Provider”s name, name(s) of physicians or other healthcare professionals associated with a Provider, associated specialties, Provider’s business telephone number(s) and physical address(es), National Provider Identifiers (or NPI), and the Provider”s available appointment slots, as each is indicated from information a Provider has inputted or imported into the Services. The Directory Information may include additional information you input or upload into profile tools we make available in the Services (such as a profile photograph, accepted insurance, available office hours, a front desk email address, and the like), as and when such tools are available.
- Providing Provider Data to Payers and Others. Without limiting the provisions of Section 14.2, you agree that we may provide De-Identified Health Information and other information (including Your Personal Information and information concerning your practice) to any medical group, independent practice association of physicians, health plan or other organization with which you have a contract to provide medical services, or to whose members or enrollees you provide medical services. Such information may identify you, but will not identify any individual to whom you provide services. Such information may include aggregated data concerning your patients, diagnoses, procedures, orders and the like.
Site and Mobile App Access, Security and Restrictions; Passwords
- Obligation to Safeguard.
- You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Services. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your Workforce to transmit, store and process electronic health information through the use of the Services.
- You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware of, or any unauthorized use or disclosure of information within or obtained from the Services, and you will take such actions to mitigate the breach, suspected breach, or unauthorized use or disclosure of information within or obtained from the Services as we may direct, and will cooperate with us in investigating and mitigating the same.
- Obligation to Safeguard.
BUSINESS ASSOCIATE PROVISIONS Business
In maintaining, using and affording access to Your Health Information in accordance with this Agreement, we will, in accordance with the requirements of HIPAA, as such requirements are informed by the guidance given by the United Stated Department of Health and Human Services (or any office, department or agency operating thereunder, “HHS”):
- Not use or disclose such information except as permitted or required by this Agreement or as required by law (as such term is defined in 45 CFR “164.103);
- Use appropriate safeguards consistent with the requirements of the Security Rule with respect to Your Health Information to prevent the use or disclosure of such information in a manner inconsistent with the provisions of this Agreement;
- Report to you any use or disclosure of Your Health Information not provided for by this Agreement of which we become aware, including breaches of Your Health Information that meets the definition of “unsecured protected health information” under HIPAA, in each case as required by “164.410 of HIPAA, and any security incident (as defined by HIPAA) involving Your Health Information of which we become aware;
- In accordance with Sec. 164.502(e)(1)(ii) and 164.308(b)(2) of HIPAA, as applicable, ensure that any subcontractors that create, receive, maintain or transmit Your Health Information on our behalf agree to the same restrictions, conditions, and requirements that apply to us with respect to such information (as such requirement is interpreted or applicable in connection with or under HIPAA); and we obtain satisfactory assurances (as such term is interpreted or applicable in connection with or under HIPAA) that such subcontractors will appropriately safeguard such information (it being understood, for the avoidance of doubt,
that other users of the Services are not our subcontractors);
- Make available to you Your Health Information in furtherance of your obligations under Sec. 164.524 of the Privacy Rule;
- Make available to you Your Health Information in furtherance of your obligations to amend and incorporate any amendments to such information in accordance with Sec. 164.526 of the Privacy Rule;
- Maintain and make available Your Health Information to provide an accounting of disclosures in accordance with Sec. 164.528 of the Privacy Rule;
- To the extent that we are to carry out your obligations under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to you in the performance of such obligations;
- Make our internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by us on your behalf, available to the Secretary of HHS for purposes of determining your compliance with the Privacy Rule; and
- At termination of this Agreement we will provide the Provider of Record with a copy of Your Health Information in an electronic form that is accessible through commercially available hardware and software. You may have to purchase such hardware and software from third parties in order to access your data, and you may have to configure your systems in order to use your data in your practice. Upon termination we will, if feasible, return or destroy all Protected Health Information received from, or created or received by us on your behalf that we still maintain in any form, and retain no copies of such information; or, if such return or destruction is not feasible (whether for technical, legal, regulatory or operational reasons), extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. You acknowledge that if you have approved, in accordance with the terms of this Agreement, other users of our Services (such as your patients or other providers) or their respective business associates, we will continue to make such information Provider consented to share and data available to such users pursuant to the terms of the agreements we have with them.
Any Third-Party Services Medici directly contracts with to perform our Services will be held to the same security and privacy standards as we require in this Agreement, and a BAA will be entered if the Third-Party Services include sharing of PHI. We may also present to you, through the Services (including via emails, displays or advertisements) or through the use of Your Information, the opportunity to learn about, access, integrate with, or otherwise use services operated by third parties (each a “Third-Party Service”). If you choose to sign-up for or utilize a Third- Party Service, that Third-Party Service may be able to access Your Information. Additionally, we may allow you to access the Third-Party Services, or integrate the Services you receive from us with such Third-Party Services using your Credentials that allow you to receive services or information from such Third-Party Services. Although we may receive remuneration from the operators or sponsors of these Third-Party Services, we do not endorse any Third-Party Services and you are responsible for evaluating any Third-Party Services prior to signing-up for, accessing, or integrating them (including any information) with the Services you receive from us.
ACCURACY AND INTEGRITY OF INFORMATION
Although Medici attempts to ensure the integrity and accurateness of the Services, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Services and Content thereon. It is possible that the Services could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Services by third parties. In the event that an inaccuracy arises, please inform Medici so that it can be corrected. Information contained on the Site or Mobile App may be changed or updated without notice. Additionally, Medici shall have no responsibility or liability for information or Content posted to the Site or Mobile App from any third party.
LINKS TO OTHER SITES
Medici makes no representations whatsoever about any other website that you may access through Medici Services. When you access a non-Medici site, please understand that it is independent from Medici, and that Medici has no control over the Content on that website. In addition, a link to a non-Medici website does not mean that Medici endorses or accepts any responsibility for the Content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to the Services, you do this entirely at your own risk.
INTELLECTUAL PROPERTY RIGHTS
- Individually Identifiable Health Information. You retain all rights with regard to Your Health Information, and we will only use such information as expressly permitted in this Agreement.
- De-Identified Health Information. In consideration of our provision of the Services, you hereby transfer and assign to us all right, title and interest in and to all De-Identified Information that we make from Your Information pursuant to Section 7.1. You agree that we may use, disclose, market, license and sell such De-Identified Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this Section are the principal consideration for the provision of the Services, without which we would not enter into this Agreement.
- Other Works and Information. If you submit, upload or post any agreements, contracts, consents, notices, advice, recommendations, comments, files, videos, images or other materials to us or within our Services (“Healthcare Provider Content”) or provide any Healthcare Provider Content to patients or other consumers, you agree not to provide any Healthcare Provider Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. Healthcare Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to Medici that you have the legal right and authorization to upload all Healthcare Provider Content at the Site or Mobile App. Medici shall have a royalty-free, irrevocable, transferable right and license to use the Healthcare Provider Content however Medici desires, including without limitation, to copy, modify, delete in its entirety, adapt,, translate, create derivative works from such Healthcare Provider Content and/or incorporate such Healthcare Provider Content into any form, medium or technology throughout the world.
Medici does not regularly review Healthcare Provider Content, but does reserve the right (but not the obligation) to monitor and edit or remove any Healthcare Provider Content submitted to the Site. You grant Medici the right to use the name that you submit in connection with any Healthcare Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Healthcare Provider Content. You are and shall remain solely responsible for the content of any Healthcare Provider Content you post to the Site, Mobile App, or provide to patients or other consumers. Medici and its affiliates take no responsibility and assume no liability for any Healthcare Provider Content submitted by you or any third party.
You agree to defend, indemnify and hold Medici harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Medici arising out of any Healthcare Provider Content you post or allow to be posted to the Site or Mobile App.
You are solely responsible for affording individuals their rights with respect to relevant portions of Your Health Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to information in the Services other than Your Health Information.
CLAIMS OF COPYRIGHT INFRINGEMENT
We disclaim any responsibility or liability for copyrighted materials posted on our Site or Mobile App. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below. Medici respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Medici’s Designated Copyright Agent, identified below.
- Notices of Alleged Infringement for Content Made Available on the Site or Mobile App If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Services by sending us a notice (“Notice”) complying with the following requirements.
- Identify the copyrighted works that you claim have been infringed.
- Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or Mobile App where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice, “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
- Deliver this Notice, with all items completed, to our Copyright Agent:
Medici Technologies, LLC
Attn: Privacy Officer
Contact: 2711 Centerville Rd, Ste 400
Wilmington DE 19808
Disclaimer of Warranties
MEDICI DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. MEDICI SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE OR MOBILE APP-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT.
MEDICI DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES, SITE OR MOBILE APP-RELATED SERVICES, AND LINKED WEBSITES. MEDICI DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY.
- Limitation of Liability Regarding Use of Services
MEDICI AND ANY THIRD PARTIES MENTIONED ON THE SERVICES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, SITE OR MOBILE APP-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SERVICES, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, SITE OR MOBILE APP-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE SITE, MOBILE APP AND/OR THOSE SERVICES. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR RELATIONSHIP WITH PATIENTS USING THE MEDICI SERVICE, AND MEDICI SHALL HAVE NO LIABILITY TO YOU FOR ANY ACTS, OMISSIONS OR CLAIMS OF, OR RELATING TO, YOUR PATIENTS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF MEDICI TO YOU WITH RESPECT TO YOUR USE OF THE SERVICES IS $500 (FIVE HUNDRED DOLLARS).
MOBILE APP USAGE
- Medici App from iTunes. The following also applies to any Medici App you acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that these Terms are solely between you and Medici, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Service and any law applicable to Medici as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms of Service and any law applicable to Medici as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Medici, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You and Medici acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as they relate to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as relates to your license of the iTunes-Sourced Software against you as a third party beneficiary thereof.
- Choice of Law. This agreement is made under and will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles that provide for the application of the law of another jurisdiction.
- Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, you or Medici may choose to pursue a claim or dispute in court and not by arbitration if (a) the claim or dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Section (Legal Disputes) by mailing written notification to Medici Technologies, LLC, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, or firstname.lastname@example.org. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Medici through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Medici. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your claim or dispute in arbitration or small claims court.
- Jury Waiver. You understand and agree that by entering into this agreement you and Medici are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Section (Legal Disputes), you and Medici might otherwise have had a right or opportunity to bring claims or disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided herein, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
- Continuation. This Section (Legal Disputes) shall survive the termination of this agreement with Medici or its affiliates. Notwithstanding any provision in this agreement to the contrary, we agree that if Medici makes any change to this Section (Legal Disputes) (other than a change to the notice address), you may reject any such change and require Medici to adhere to the language in this Section (Legal Disputes) if a claim or dispute between us arises.
- Term; Modification; Suspension; Termination
- Term. The initial term of this Agreement shall commence on the date you “sign up” for the Services and continue in perpetuity until terminated as provided in this Section.
- Termination upon Notice. Notwithstanding Section 20.1, we or you may terminate this Agreement at any time without cause upon thirty (30) days” prior written notice to the other Party.
- Modification. We may update or change the Services or the terms set forth in this Agreement from time to time.” Accordingly, we recommend that you review the Agreement on a regular basis. You understand and agree that your continued use of the Services after the Agreement has been updated or changed constitutes your acceptance of the revised Agreement. Without limiting the foregoing, if we make a change to the Agreement that materially affects your use of the Services, we may post notice or notify you via email or our website(s) of any such change.
- Payment Security.
- Your Payment Information Hosted by Payment Vendor. All credit, debit card, or bank account payment information provided for Medici services is passed through directly to Payment Vendor, who maintains and all Payment data functions and account information. Your Payment information is not maintained or hosted by Medici, and Medici’s systems do not have access to any sensitive payment data. Please request our Payment Vendor Service Agreement for any further information on the maintenance of your payment information.
- PCI Compliance. Medici complies with the Payment Card Industry Data Security Standards (PCI-DSS) and, as applicable, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”). Payment Vendor provides tools that assist Medici’s compliance with the PCI Standards.
Copyright/Trademark Information. Copyright ©2015 Medici Technologies, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Medici Technologies, LLC
Address: 2711 Centerville Rd, Ste 400
Wilmington DE 19808