UserAgreement

IMPORTANT —Please read this End User License Agreement (this “Agreement”) carefully before accessing, downloading, or using the Application (defined below). This Agreement is a binding agreement between User (either an individual or a single business entity, collectively referred to as “User”) and MYPCT, L.L.C. (“Licensor”). This Agreement states the Terms and Conditions under which User is permitted to use Licensor’s MyPCT Application (“Application” or “App”), which includes computer software and, as applicable, associated media, printed materials and “on-line” or electronic documentation, and includes any updates or new versions thereof provided to User by Licensor to operate with or in place of such Application, in connection with the operation of the service identified above in the title of this Agreement when and for so long as properly obtained and maintained from Licensor (the “Service”). The Application is licensed, not sold, to User. Carefully read all the Terms and Conditions of this Agreement before using the Application.
BY CLICKING THE “ACCEPT” ICON BELOW, OR BY INSTALLING AND/OR DOWNLOADING OR OTHERWISE USING THE APPLICATION, USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. FURTHERMORE, USER: (A) ACKNOWLEDGES THAT USER HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS THAT USER IS AUTHORIZED WITH PROPER CREDENTIALS AND PASSWORDS TO ACCESS AND USE THE APPLICATION; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT USER IS LEGALLY BOUND BY ITS TERMS. IF USER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, BY CLICKING ACCEPT, USER REPRESENTS THAT USER HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF USER DOES NOT HAVE SUCH AUTHORITY, OR IF USER DOES NOT AGREE WITH THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION AND DELETE IT FROM USER’S MOBILE, DESKTOP, OR OTHER DEVICE OWNED OR OTHERWISE CONTROLLED BY USER.

BINDING ARBITRATION

BY ACCEPTING THIS AGREEMENT, USER AGREES THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE TERMS OF THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) IN ACCORDANCE WITH ITS COMMERCIAL (OR OTHER) ARBITRATION RULES WHICH SHALL TAKE PLACE IN HILLSBOROUGH COUNTY, FLORIDA, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

DEFINITIONS

“Agreement” or “Terms” means these Terms and Conditions and includes any notices, policies, guidelines or conditions provided to User by Licensor.
“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with, User (for example, one of User’s subsidiaries).
“Authorized User” means a unique individual authorized by User to use the Application for User’s benefit in accordance with this Agreement, including User’s employees, representatives, contractors, agents, employees, officers, survivors, including User’s Affiliates (if any).
“Breach” shall include, but not be limited to, the definition set forth in 45 CFR § 164.402 and shall be further described by the Business Associates Agreement referenced herein.
“Business Associates Agreement” shall constitute an agreement between the parties executed with the intent to protect the privacy and provide for the security of PHI in compliance wit the Privacy, Security, Breach Notification and Enforcement Rules at 45 CFR Parts 160 and 164 (the “HIPAA Rules”), the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), and applicable state laws and regulations to the extent that they are not preempted (“State Laws”).
“Confidential Information” means any non-public data, information, and other materials where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential or proprietary because of its nature and the manner of its disclosure, including Data and Patient Data, such as information about the patient’s health, personal health information (or “PHI”), personal information, and technical data as defined below, but excluding information which is, or becomes, publicly available or that is already known by, or rightfully received by, the other party other than as a result of a breach of an obligation of confidentiality.
“Data” means any images, videos, graphics, written content, text communication, audio files, code, information or content inputted or uploaded by User (or an Authorized User) into the Application, processed or made available to User or others as a direct result of User’s use of the Application, including “Patient Data” or “Personal Health Information (or “PHI”) as further defined below.
“Device” means any mobile, desktop, or other device owned or otherwise controlled by User.
“Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Loss” means all liabilities, expenses, losses, damages and costs, including legal costs, and expenses, however arising.
“Patient” means an individual to whom User provides medical care and treatment or consultation, or an individual that is referred to User for care and treatment or consultation.
“Patient Data” or “Personal Health Information (or “PHI”) means the data collected to identify an individual and determine appropriate care as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Patient Data includes personal information, demographic information, health information including but not limited to data that relates to the past, present or future health of an individual; the provision of healthcare to an individual; or the payment for the provision of healthcare to an individual.
“Services” means those services Licensor elects to provide, in its sole and absolute discretion, via the Application. Any reference to “includes” or “including” is on a without limitation basis.

INTELLECTUAL PROPERTY PROTECTION

Intellectual Property Rights. All right, title, and interest in, and to, the Services and the Application, including all intellectual property rights therein, are, and will remain, with Licensor. User has no right, license, or authorization with respect to the Application except for the right to access and use as provided herein. User acknowledges that the Services, and their respective structures, organization, documentation, software and source code, constitute Licensor’s valuable intellectual property owned solely by Licensor. Licensor does not grant, and User acknowledges that User has no right, license or interest in, any patents, copyrights, trademarks, algorithms, or trade secrets owned, used or claimed now, or in the future, by Licensor. No title to or ownership of the intellectual property contained in (a) the Services, the Application or any part of the Services or the Application, (b) any enhancements, updates, modifications, local versions, or any derivatives of the Services or the Application, (c) any and all intellectual property and proprietary rights therein, or (d) Licensor’s confidential information is transferred to User.

USER RIGHTS AND OWNERSHIP

Rights to Access and use the Services: Licensor grants User the right to access and use the Services (including to authorize Authorized Users to access and use the Services) via the Application in accordance with this Agreement subject to any usage limitations. This right is non-exclusive and limited by, and subject to, the terms of this Agreement. User is entitled to freely allocate, transfer, or cancel the accounts of User’s Authorized Users. User acknowledges and agrees that, subject to any applicable laws, User, at all times, remains fully liable for the acts and omissions of each Authorized User whether permitted by User or not.
License Grant. Subject to the terms of this Agreement, Licensor grants User a limited, non-exclusive, non-sublicensable, and nontransferable right and license to: (a) Download, install, and use the Application on User’s Device strictly in accordance with the Application’s documentation; and (b) Access, download, author or edit, input, upload and otherwise use the Application on User’s Device and the Services (as defined in below) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Data and Services as set forth below.
Data and Services. The Application may provide User with access to Licensor’s website located at http://patientcaretracker.com/ (the “Website”) and products and services accessible thereon, and certain features, functionality, and Data accessible on or through the Application may be hosted on the Website (collectively, “Data and Services”). User’s access to and use of such Data and Services are governed by the Business Associates Agreement as well as the End User Agreement and Privacy Policy located on the Website at END USER AGREEMENT and PRIVACY POLICY, which are incorporated herein by this reference. User’s access to, and use of, such Data and Services may require User to acknowledge User’s acceptance of the End User Agreement and Privacy Policy and/or to register with the Website, and User’s failure to do so may restrict User from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
(a) Data Ownership Rights. User retains all rights, ownership, and legal obligations related to the Data that User submits and/or transmits using the Services in the Application. User shall be fully liable and responsible to ensure that the use, maintenance, and dissemination of the Data does not violate any law, regulation, or the terms of this Agreement. Licensor does not claim any ownership rights to User’s Data.
(b) Backup of Data. User must maintain copies of all Data inputted and/or uploaded into the Application. Licensor adheres to its privacy and security policies and procedures to prevent data loss, including cloud-based storage but does not make any guarantees that there will be no loss of Data or breach thereof. Licensor is expressly excluded from liability for any loss or breach of Data (including archived Data) no matter how caused.
(c) Accuracy of Data. User agrees and acknowledges that User is responsible for ensuring the accuracy of Data inputted into the Application by User or by any person on User’s behalf, including Authorized Users. Licensor is under no obligation to ensure that User’s Data in the Application is an accurate representation of User’s actual Data.
(d) Deletion and Recovery of Data. It is User’s responsibility to extract, export, maintain, and otherwise protect User’s Data from the Application in accordance with clause six (6), where: (i) User chooses to discontinue User’s Services; (ii) Either party terminates this Agreement; (iii) Licensor suspends or terminates this Agreement; or (iv) Licensor otherwise suspends and/or terminates User’s right to access to the Services and/or the Application in accordance with this Agreement. Following the effective date of suspension or termination, Licensor reserves the right, in Licensor’s sole discretion, to either (i) delete User’s Data or (ii) archive User’s Data for ten (10) years from the date of last service to the patient in accordance with Federal and State laws (upon the expiry of which time Licensor may delete User’s Data).
(e) Licenses to User’s Data in Order to Operate the Services and Application. Licensor retains a non-exclusive and transferable license to use, reproduce, distribute, modify (so as to better showcase User’s Data, for example), publicly perform, and translate User’s Data as needed in response to user driven actions (such as when User chooses to input information or use the messaging system) or otherwise in accordance with applicable laws. This license is only for the purpose of operating or improving the Services and Application.

USER OBLIGATIONS AND RESPONSIBILITIES

(a) General obligations. User is solely responsible for User’s use of the Services and Application and for all Data (including, Data inputted and uploaded to and displayed in the Application) and for ensuring at all times that User’s use of the Services and Application and Data is compliant with applicable laws and regulations. User must only use the Services and Application for User’s own lawful internal practice purposes, in accordance with these Terms and any notices, policies, guidelines or conditions sent to User by Licensor.
User must ensure the confidentiality, integrity, and availability of all Patient Data that User creates, receives, maintains, or transmits through User’s use of the Application.
User must ensure that all usernames and passwords (including any passwords allocated to Authorized Users) required to access the Application are kept secure and confidential. User must immediately notify Licensor of any unauthorized use or breach of User’s passwords or any other breach of security. If warranted by the circumstances, Licensor will reset User’s password(s) at its sole discretion and terminate User’s usage of the Application. User must take all other actions that Licensor reasonably deems necessary to maintain or enhance the security of Licensor’s computing systems and networks and User’s access to the Application as set forth in this Agreement.
(b) Updates. Licensor may from time-to-time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. User agrees that Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on User’s Device settings, and when User’s Device is connected to the internet either:
i. The Application will automatically download and install all available Updates; or
ii. User may receive notice of or be prompted to download and install available Updates.
User shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should User fail to do so. User further agrees that all Updates will be deemed part of the Application and be subject to all Terms and Conditions of this Agreement.
By using the Services, User grants Licensor permission to send to User’s Authorized Users messages regarding the Services, its features, service alerts, and network activity. Notwithstanding the foregoing, it is User’s responsibility to register for updates from, and/or regularly check Licensor’s webpage at http://patientcaretracker.com/ for updates with respect to the Services. User’s continued use of the Services after such updates will constitute its acceptance of the changes.

LICENSE RESTRICTIONS AND ACCESS CONDITIONS:

Authorization Limitations and Restrictions. User is limited to the access and use of the Application by the number of Authorized Users registered by User and may only use the Application for the designated and number of facilities, properties, and/or staff members registered by User.
License Restrictions. User shall not, and shall not permit any other person to, access or use the Application except as expressly permitted by this Agreement. User shall:
(a) Not use the Services for any illegal or unauthorized purpose, or beyond the scope of the Services’ expected use; (b) Not intentionally interfere with the operation of the Services or with any other person’s use of the Services; (c) Not intentionally gain unauthorized access to the Services; (d) Not use the Services in excess of or beyond the maximum number of registered users and/or devices that User has agreed to; (e) Be solely liable for User’s conduct, acts, and omissions, including for the conduct acts or omissions of all User’s employees, affiliates, consultants, service providers and users; (f) Not merge the Services with other software; (g) Not resell, sell, lease, lend, redistribute, sublicense, assign or otherwise transfer the Services to any third party; (h) Not use the Services for any purpose other than internal business needs; (i) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application (and Data/Patient Data contained therein) to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (j) Not violate anyone else’s legal rights (e.g., privacy rights) or any laws (e.g., copyright laws) in User’s jurisdiction (as stated below) while using the Services; (k) Remain solely responsible for any message data sent from User’s (or an Authorized User’s) account; (l) Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Application, in whole or in part; (m) Bypass or breach any security device or protection used by the Application or access or use the Application other than by an Authorized User; (n) Input, upload, transmit, or otherwise provide to, or through, the Application any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (o) Damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Application; (p) Not solicit any activity, unlawful or otherwise, that infringes Licensor’s rights or the rights of any other party; (q) Not enable others to violate any of these terms and conditions; (r) Access or use the Application in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, improper use, or disclosure of the data of any other user), or that violates any applicable law; and (s) Otherwise access or use the Application beyond the scope of the authorization granted under this section.
Communication Conditions. As a condition of these Terms, if User uses any communication tools available through the Application (such as the messaging system), User agrees only to use such communication tools for lawful and legitimate purposes. User must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including but not limited to any Data/Patient Data in violation of any law. When User generates any communication on the Application, User represents that User is permitted to generate such communication. Licensor is under no obligation to ensure that the communications on the Application are legitimate or that they are related only to the use of the Services. As with any other electronic cloud-based forum, User must exercise caution when using the communication tools available on the Application.
User fully understands and acknowledges that:
(a) the Application is not intended for emergent or urgent communication related to medical treatment, care, services, or STAT consultations that warrant immediate response or attention; (b) the Application is intended to deliver non-critical, non-emergent messages between Users and not intended for use of emergency communications or situations; (c) the use of the Application is dependent upon a number of factors outside Licensor’s control, including but not limited to the clinical judgement of the User or Authorized Users as well as the operation of third party provided hardware and network services; (d) the Application is not a substitute for any of User’s current systems of timely administering and safeguarding medical treatment and/or medicine; (e) there may be occasional communication failures or delays in delivering or receiving properly sent messages, or other inability to access or use the Application; (f) the Application is not expected to perform at the same level of performance and/or reliability one might expect from medical devices used in delivering critical medical care environments; and (g) User is solely responsible for providing to Licensor accurate information regarding User’s account and the delivery of the Services, including, without limitation, User information, changes in personnel, phone number changes, and email address changes; and (h) User agrees and acknowledges that User is responsible for ensuring the accuracy of Data inputted into the Application by User or by any person on User’s behalf, including Authorized Users. Moreover, User cannot rely upon the accuracy of Patient Data inputted to the Application by other medical providers or Users. It is User’s sole obligation to ensure that timely communication of patient needs occur to other medical providers or Users. Licensor expressly disavows any and all liability related to any alleged failure to timely communicate, consult, rely, or otherwise act upon Patient Data or any other patient care or needs arising out of medical care and treatment.

CONFIDENTIALITY AND PRIVACY

Confidentiality. Unless the Licensor and User (the “party” or “parties”) has the prior written consent of the other or unless required to do so by law:
(a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as expressly contemplated by these Terms or, where Licensor is the recipient, in order to provide the Services to User.
(b) Each party’s obligations under this clause will survive termination of these Terms.
Collection and Use of User’s Information. User acknowledges that when User downloads, installs, or uses the Application, Licensor may use automatic means to collect information about User’s use of the Application. User also may be required to provide certain information about User as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide User with opportunities to share information about User or User’s Patients with others. All information Licensor collects through or in connection with this Application is subject to our Privacy Policy APP PRIVACY POLICY. By downloading, installing, using, and providing information to or through this Application, User consents to all actions taken by us with respect to User’s information and the information of User’s Patients in compliance with the Privacy Policy. User hereby grants Licensor a perpetual, non-exclusive royalty free right and license to copy, modify, and use any information and data supplied by User or collected on User’s behalf so that Licensor may enhance the Application and the Services, including but not limited to the right to use, repurpose, and monetize aggregate data and to create analytical trend data (in anonymous form) that may be shared with or sold to third parties. In no event will any information be disclosed in a manner that allows User or particular individuals to be identified. Notwithstanding the foregoing, User agrees that User’s name may appear in a list of participating organizations for reports containing such analytical trend data.

TERM AND TERMINATION

(a) The Effective Date of this Agreement is the date User accepts the terms herein or first accesses, downloads, or uses any of the Services in the Application, and the Agreement Term shall be for so long as User uses or accesses any of the Services in the Application, or until terminated by User or Licensor as set forth in this Section 6.
(b) User may terminate this Agreement by deleting the Application and all copies thereof from User’s Device.
(c) Licensor may terminate this Agreement at any time without notice if it ceases to support the Application, which Licensor may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if User violates any of the terms and conditions of this Agreement.
(d) Upon termination: (i) All rights granted to User under this Agreement will also terminate; however, any and all obligations to protect Patient Data and comply with any section of this Agreement will survive the termination. (ii) User must export copies of all User’s Patient records contained in the Application and maintain such copies for ten (10) years from the date of last service to the patient in accordance with Federal and State laws. (iii) User must cease all use of the Application and delete all copies of the Application from User’s Device and account.
(e) Termination will not limit any of Licensor’s rights or remedies at law or in equity.

WARRANTIES AND ACKNOWLEDGEMENTS

DISCLAIMER OF WARRANTIES: To the maximum extent permitted by law, and for the avoidance of doubt, Licensor hereby disclaims all implied warranties with regard to the Application.
THE APPLICATION IS PROVIDED TO USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR- FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO USER.

INDEMNITY AND LIMITATION OF LIABILITY

Indemnification. User agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, state of federal administrative investigations or actions related to the use of Patient Data, or expenses of whatever kind, including attorney’s fees, arising from or relating to User’s use or misuse of the Application, use or misuse of Patient Data, breach of Patient Data, or User’s violation of this Agreement, including but not limited to, the Data User submits or makes available, or which is made available to User, through this Application.
LIMITATIONS OF LIABILITY: LICENSOR DOES NOT CONTROL WHAT INFORMATION OTHER USERS (OR USER) INPUT, UPLOAD, OR OTHERWISE IMPORT TO THE APPLICATION, AND LICENSOR IS NOT RESPONSIBLE FOR OTHER USERS’ (OR USER’S) ACTIONS OR CONDUCT (WHETHER ONLINE OR OFFLINE) OR DATA, OR USER’S BREACH OF PATIENT DATA (INCLUDING THE UNLAWFUL EXCHANGE OF OBJECTIONABLE DATA). LICENSOR IS ALSO NOT LIABLE TO USER FOR ANY DAMAGE OR ALTERATION TO USER’S EQUIPMENT INCLUDING BUT NOT LIMITED TO COMPUTER EQUIPMENT, MOBILE DEVICE OR OTHER
DEVICE OWNED OR OTHERWISE CONTROLLED BY USER AS A RESULT OF THE INSTALLATION OR USE OF THE SERVICES AND THE APPLICATION.
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL LICENSOR, ITS OFFICERS, SHAREHOLDERS, PREDECESSORS, SUCCESSORS IN INTEREST, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY DIRECT DAMAGES THAT RESULT FROM: (1) THE USE OF, OR INABILITY TO USE, THE APPLICATION; (2) THE PERFORMANCE OF THE APPLICATION; (3) ANY FAILURE IN THE APPLICATION; (4) ANY USE, MISUSE, OR BREACH OF PATIENT DATA; OR (5) ANY FAILURE TO TIMELY RELAY, CONSULT, COMMUNICATE, OR EXCHANGE PATIENT DATA RELATED TO, OR ARISING OUT OF, PATIENT CARE WITH THE USE OF THIS APPLICATION. IT IS USER’S, INCLUDING AUTHORIZED USER’S, SOLE OBLIGATION TO RELAY, COMMUNICATE, EXCHANGE, FOLLOW UP, OR ACT UPON IMPORTANT PATIENT DATA. USER ASSUMES TOTAL RESPONSIBILITY FOR USING THE APPLICATION.
USER’S ONLY REMEDY AGAINST LICENSOR FOR DISSATISFACTION WITH THE APPLICATION IS TO DISCONTINUE USE. IF, NOTWITHSTANDING THESE TERMS, LICENSOR IS FOUND LIABLE TO USER FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH USER’S USE OF THE APPLICATION, LICENSOR’S LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY USER TO LICENSOR DURING THE PREVIOUS TWELVE (12) MONTHS. IN ADDITION TO THE FOREGOING LIMITATIONS, USER AGREES THAT USER WILL NOT JOIN ANY CLAIM AGAINST LICENSOR WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION, OR OTHER PROCEEDINGS; THAT NO CLAIM USER HAS, OR MAY HAVE IN THE FUTURE, AGAINST LICENSOR SHALL BE RESOLVED ON A CLASS-WIDE BASIS; AND THAT USER WILL NOT ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY AGAINST LICENSOR ON BEHALF OF ANYONE ELSE.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO USER.

MODIFICATION OF TERMS

Modification and Notification. Licensor reserves the right to amend these Terms at any time, effective upon the posting of such modified Terms on its website located at http://patientcaretracker.com/. Licensor will make every effort to communicate these changes to User via notification in the Application which may require User to click an ACCEPT icon. It is likely that the Terms will change over time. It is User’s obligation to ensure that User have read and understood the most recent Terms available on the Application. When Licensor changes these Terms, the “last updated” date above will be updated to reflect the date of the most recent version.

OTHER LIMITATIONS AND CONDITIONS

Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any conflict of law provisions. Each party irrevocably agrees that any claim brought by it in any way arising out of this Agreement or the Services or the Application must be brought solely and exclusively in state or federal court located in Hillsborough County, Florida, and each party irrevocably accepts and submits to the sole and exclusive jurisdiction of such courts, generally and unconditionally, with respect to any action, suit, or proceeding brought by it or against it by the other party
Assignment. Neither party may assign, subcontract, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder; however, a reorganization, merger or sale of all, or substantially all, of Licensor’s assets or equity shall not be considered an assignment under this provision and User’s written consent shall not be needed to consummate such a transaction.
Costs of Litigation. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Entire Agreement. This Agreement, the Business Associates Agreement, and our Privacy Policy constitute the entire agreement between User and Licensor with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
Compliance with Legal Processes. Licensor cooperates with government and law enforcement officials to enforce and complies with the law. Licensor may, therefore, disclose any information if Licensor deems it reasonably necessary to: (a) satisfy any applicable law, regulation, legal process (such as a subpoena or court order) or enforceable governmental request; (b) enforce the Agreement or the Application, including investigation of potential violations thereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; or (d) protect against harm to Licensor’s rights, property or safety, Licensor’s users or the public as required or permitted by law.