Revisions to the Agreement: pMDsoft, Inc. (pMD or we) may revise this Agreement from time to time. When we do so, we will post the new version of the Agreement on our website and send you an email at the email address you provided to us or send you a message through the Service. The updated Agreement will be effective 30 days after publication or the sending of the notice. If you do not agree to the revised Agreement, you should stop using the Service and delete the App. Your continued use of the Service after the Agreement has been revised will constitute your acceptance of the revised Agreement.
Business Associate Agreement for Health Care Professionals: If you provide health care services to individuals and are considered to be a “covered entity” as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and you use the Service to transmit, communicate or discuss personal health information, we supplement this Agreement with the terms of our Business Associate Agreement, which is [attached as Exhibit A] [found at identify location (e.g., website] and which is incorporated into this Agreement as if it were repeated here. pMD has implemented processes and procedures to protect the security of and limit access to protected health information that you may communicate through the Service, all in accordance with HIPAA and as described further in the Business Associate Agreement. Should any of the terms of the Business Associate Agreement conflict with the terms of this Agreement, the terms of the Business Associate Agreement will control.
Use of the Service and Security of your Communications. You may use the Service for communicating with other users of the Service. In order for you to successfully transmit your messages to the intended recipient, the recipient must sign up to the Service and establish an account. You understand that the internet is inherently insecure and therefore the secured nature of your communications on the Service cannot be guaranteed. Despite the security mechanisms (such as encryption technologies) that we have implemented to protect the messages you send and receive through the Services, it is still possible that messages you communicate through the Service could be intercepted or read without permission by another person.
You can help to reduce the risk that your messages will be intercepted or read by others by protecting the security of your account authentication information (such as username and passwords). When you set up your Service account, you agree that all information you provide is truthful and not misleading. You should not share or allow your account or authentication information to be accessed by anyone else and you must protect this information to prevent unauthorized access to your account. You must notify us if any unauthorized person gains access to or you lose any of your security credentials or if your account security is otherwise compromised. pMD is not responsible in any manner for the unauthorized use of your Service account. If you fail to protect your account and it is used to compromise or damage the Service, we can hold you liable for any losses we incur as a result.
License to Use the Service and App: pMD provides the Service to you under a non-exclusive, non-transferable, revocable license, or right to use. Your rights to use the Service and the App are personal to you and you may only use the Service for lawful purposes and in a manner consistent with all laws. pMD reserves the right to modify, interrupt, suspend, or terminate the Service or your access to the Service at any time and with or without notice to you.
We retain ownership over all components of the Service, including the App that you download and use to access the Service, and all related Intellectual Property Rights (which includes by way of example, copyrights, trademarks, service marks, patents, and applications for the same, and trade secrets) underlying and related to the Service and the App remains with pMD and its licensors. You may not use any of this property except as permitted by this Agreement. Under the license that we grant you, you may access the web site to use the Service, and you may download and install the App on your compatible mobile devices, and use it for purposes of communicating with other users of the Service, but only as long as you continue to subscribe to the Service and abide by the terms of this Agreement. You and the individuals with whom you communicate own the content of the messages transmitted through the Service (Content). You warrant to us that you own or have sufficient rights to communicate and store Content that you transmit through and store within the Service and that no such Content will infringe or violate any Intellectual Property Rights of any other person. You agree to indemnify pMD and our licensors and suppliers against all losses, expenses and liabilities resulting from any third party claim that Content does so infringe. You grant pMD the right to create a record of, distribute, copy, perform, display, and store the Content in connection with the provision and administration of the Service.
While pMD prohibits certain conduct and content as noted below, you understand and agree that we are not responsible for any Content transmitted between our users. Despite the restrictions we set for use of the Service, you may still receive offensive or unlawful content. You assume all risk associated with use of the Service.
The App, as updated by us from time to time, is protected under U.S. copyright law and international copyright treaties. You may not publish, sell, distribute, lend, lease, rent, or sublicense the App. You are also not permitted to reverse engineer or decompile, or attempt to derive the source code of, the App, or copy, modify, or make derivative works from it. We provide you the App, including all updated versions, as a part of the Service. If your Service account expires or is terminated, your right and license to use the App also terminates.
Appropriate Use of the Service: In consideration for the license to use the Service and the App, you agree to comply with all laws and regulation in connection with your use of the Service and you shall not take or attempt any actions with the intent to
- remove, avoid, or defeat the purpose of any copy protection associated with the App or the Service;
- avoid, circumvent, defeat, or compromise any security feature or authentication protocols associated with the Service, or engage in malicious attacks on the Service, including but not limited to SQL injection, port scan, denial of service attacks, and reverse engineering of security measures, deconstruction or public sharing of proprietary code;
- intercept, capture, monitor, modify or redirect any message transmitted through the Service that is not addressed to you;
- interrupt, distort, damage, or alter the Service, the App, or any other computer application or system owned or maintained by others by use of computer code, signals, transmissions or other mechanism, including but not limited to a spider, virus, worm, trojan-horse, time bomb or the like;
- transmit, forward, or redirect (i) any unsolicited communication not permitted by applicable law, (ii) Content that is offensive, harmful to minors, indecent, libelous, defamatory, pornographic, abusive or otherwise objectionable in any way; or
- spoof, impersonate, or falsely represent yourself through the Service
- threaten, harass or invade the privacy of, any third party.
You agree to indemnify pMD and our licensors and suppliers against all losses, expenses and liabilities resulting from or arising out of any breach you any of the foregoing obligations and restrictions on your use of the Service or the App, or your use of the Service in violation of rights of any other person or of any law.
You acknowledge and agree that pMD does not control, maintain, review or oversee any Content communicated through the Service. You are strictly responsible for the proper handling and safeguarding of all such Content while in your possession or under control of you or persons to whom the Content is transmitted using your Service account. You agree that we have the right, which we may or not exercise from time to time, to delete or remove Content that we believe is or may be infringing, libelous, defamatory, pornographic, obscene, or otherwise illegal or objectionable.
Because messages you send through the Service travel over the internet, we cannot guarantee that they will be delivered to the recipient or delivered in a timely fashion. You are responsible for confirming that your communications and Content are received and read by the intended recipient, whether or not the communication is urgent or containing critical or medically sensitive information.
Exclusion of Warranties and Disclaimer: The Service, the App and all associated documentation are provided on an "as is" and “as available” basis, without warranties of any kind, and to the extent permissible under law, pMD disclaims all warranties, whether express, implied, or statutory, including but not limited to, warranties of merchantability, fitness for particular purpose, and non-infringement. pMD does not represent or warrant that the service or the functionality or performance of the app will be uninterrupted or error-free or that identified defects will be corrected.
No Consequential Damages; Limitation of Liability: To the extent permitted by law, pMD will have no liability, and you hereby waive all claims against pMD, for any loss of data, revenue, opportunities or profits, or any other special, incidental, consequential or other indirect damages arising out of the Service or this Agreement. This limitation will apply even if you have advised us of the possibility of such damages. You assume total responsibility for your use of the Service. You agree that if you are not satisfied with any aspect of the Service or the App, your only legal remedy is to stop using the Service. In all case, our liability for any damage or loss that you incur as a result of arising out of your use of the Service or the App shall not exceed $1.00. These limitations will apply regardless of the theory of liability, whether the damage or loss arises out of breach of contract, tort (including negligence) or otherwise. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
Term and Termination: The term of this Agreement and your Service account begins when your account has been activated by pMD and continues until either you or pMD terminates the Service. Either of us may terminate the Agreement at any time and for any reason. We may also discontinue your Service immediately without liability to you for any reason, including if you breach any of your obligations under this Agreement. Upon termination, you agree to delete all copies of the App on all devices that you maintain or use to access the Service. The provisions of this Agreement that indicate obligations or rights extending beyond the term of this Agreement, including but not limited to those concerning Intellectual Property Rights, indemnification, consequential damages, limitations of liability, and governing law, will survive the termination of the Agreement.
Export Controls: The App may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident) of i(i) any country to which the U.S. has embargoed goods oir (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You must comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the App nor any documentation associated with the App is exported, directly or indirectly, in violation of applicable laws.
U.S. Government End Users: The App and associated documentation are "commercial computer software" and "commercial computer software documentation," and, as such, the rights of U.S. Government End Users with respect to the Software and documentation are as set forth in this License Agreement, in accordance with FAR 12.212 or DFARS 227.7202-1, as applicable.
No Waiver: Failure to enforce any provision will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.
Governing Law: This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to agreements wholly to be executed and to be performed therein, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. By using the Service, you agree that the exclusive jurisdiction and venue for all disputes about or relating to this Agreement or your use of the Service is the applicable federal and/or State courts located in the State of California.
Last modified: November 17, 2017