Effective Date: January 17th, 2024
These terms and conditions will govern your use of our website and any application(s), including updates, available on the Website and also the terms of service that apply to any of the services accessible through any such Application. As used herein, “Users” include both healthcare providers and/or healthcare facilities (“Healthcare Provider Users”) and their patients who are authorized to use Our Services (“Healthcare Provider Patient Users”) to communicate with such healthcare providers and healthcare facilities.
BY ACCESSING AND/OR USING OUR WEBSITE OR APPLICATION OR SERVICES, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT AND ACKNOWLEDGE THAT THEY CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN US AND YOU (AND, IF RELEVANT, ANY ORGANIZATION ON WHOSE BEHALF YOU ARE ACTING). IF YOU ARE ACTING ON BEHALF OF ANY ORGANIZATION, YOU CONFIRM THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THAT ORGANISATION. IF YOU (OR, IF RELEVANT, YOUR ORGANIZATION) DO NOT AGREE TO ALL OF THESE TERMS (OR IF YOU DO NOT HAVE THE RIGHT TO BIND YOUR ORGANISATION), YOU ARE NOT PERMITTED TO ACCESS OR USE ANY APPLICATION OR SERVICE, AND YOU SHOULD NOT PROCEED FURTHER.
We reserve the right to change the terms of this Agreement from time to time and We will do Our best to notify you.
Ownership and Proprietary Rights; Confidentiality; Non-Personally Identifiable Data.
Intellectual Property. Digital Health Information (DHI) reserves all right, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to User other than as expressly set forth herein, whether by implication, estoppel, or otherwise. All enhancements, modifications, and derivative works made to the Services (collectively, the “Derivatives”), and all intellectual property rights therein, shall be owned by Us, whether or not such Derivatives are made at User’s request or instruction, with the exception of any electronic data or information submitted, provided, or made available to Us by or on behalf of User to the Services (“User Data”) contained in the Derivatives which shall continue to be owned by User. User hereby irrevocably assigns to Us all right, title and interest in and to the Derivatives, including all intellectual property rights therein that may insure to User or that User is deemed to obtain pursuant to this Agreement.
Restrictions. User shall not modify or create derivative works based on the Services,reverse engineer the Services, or access the Services in order to build a similar or competitive product or service to the Services or the Third Party Services, carry out benchmarking of the Services, including by monitoring their availability, performance or functionality, or copy any features, functions or graphics of the Services.
Confidentiality; Healthcare Law Compliance; Use of Non-Personally Identifiable Data. By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Users acknowledge and agree that the software, design, functionality and features constitute trade secrets within the Confidential Information owned by Digital Health Information (DHI), in addition to other business, proprietary and/or otherwise non-public information pertaining to Digital Health Information (DHI). User health/healthcare information and other non-public information that is stored on Our servers is considered to be User Confidential Information. A party’s Confidential Information shall not include information which: becomes a part of the public domain through no act of omission of the other party; or was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or is lawfully disclosed to the other party by a third party without restriction on disclosure; is independently developed by the other party; or is required to be disclosed by applicable laws or regulations or by an order of a court of competent jurisdiction or other legal process, provided that in the event of a compelled disclosure the party required to make such disclosure shall if reasonably practicable and permitted under applicable law, provide notice to the other party as early as practicable prior to such disclosure in order to enable the other party to contest and/or attempt to limit the extent of such disclosure. The parties agree, both during the term of this Agreement and for a period of two years after termination of this Agreement, to hold each other’s Confidential Information in confidence, except that with respect to information constituting “trade secrets” as defined under the Uniform Trade Secrets Act the obligations hereunder shall continue for as long as such information continues to constitute trade secrets. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the use or provision of the Services, as applicable, and the implementation of this Agreement. Each party agrees to take reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement.
Notwithstanding the foregoing, Users shall not, at any time whether while this Agreement is in effect or thereafter permit anyone (other than Healthcare Provider Users’ own employees and its Healthcare Provider Patient Users) to access or use the Services. Each party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder, including, without limitation, applicable state and federal physician self-referral and anti-kickback laws and regulations, as well as the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and the rules promulgated thereunder (including the Standards for Privacy of Individually Identifiable Health Information). Healthcare Provider Users and Digital Health Information (DHI) agree to enter into a customary HIPAA Business Associate Agreement upon entering into this Agreement.
Suggestions. Users may, but are not obligated to, provide suggestions, enhancement requests, recommendations or other feedback. User hereby grants Digital Health Information (DHI) a royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license to use, disclose, reproduce, license, distribute and exploit such Suggestions, and incorporate Suggestions into the Services and its other services, products, technologies, documentation or other development with no obligation to pay, attribute, license or to make available to, User or any other person or entity.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Digital Health Information (DHI), ITS AFFILIATES AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, OWNERS, EMPLOYEES, AGENTS, CONTRACTORS AND OTHER REPRESENTATIVES MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH OF THE Digital Health Information (DHI) REPRESENTATIVES SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION: THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; OR WITH RESPECT TO ANY USER DATA OR OTHER THIRD PARTY CONTENT THAT MAY BE ACCESSED, PROVIDED, OR MADE AVAILABLE; OR ANY THIRD PARTY SERVICES ACCESSED OR USED, IN CONNECTION WITH THE SERVICES; AND HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT THERETO.
GENERAL PROVISIONS.
THESE TERMS AND THE USE OF THE SERVICES AND WEBSITE WILL BE GOVERNED BY LAW NOTWITHSTANDING PRINCIPLES OF CONFLICTS OF LAW. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR WEBSITE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION IN SUCH COURTS. This Agreement constitutes the entire and exclusive agreement between You and Digital Health Information (DHI), with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. This Agreement creates no third-party beneficiary rights. Our failure to enforce a provision is not a waiver of Our right to do so later. If a provision is found unenforceable the remaining provisions of this Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of Your rights in this Agreement, and any such attempt is void, but WE may assign Our rights to any of Our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Digital Health Information (DHI). If any provision of this Agreement is held or made invalid, the invalidity does not affect the remainder of the Agreement.
If you have questions about Terms & Conditions at Digital Health Information (DHI), including requests to opt out, unsubscribe, access or delete your data, you can contact us:
Email Address: info@dhi365.com