Provider Terms of Service
Medably, LLC, a Delaware limited liability company ("Medably") provides the Medably.com site and related services subject to your compliance with the terms and conditions set forth below.
1.2 Provider Responsibility. Provider is responsible for the quality of the healthcare services furnished while using Medably.com. Provider is solely responsible for its clients' and patients' care as well as their use of Medably.com. Provider will use Medably.com only in accordance with applicable standards of care and professional practice.
1.3 Compliance with Laws. Provider is responsible for complying with all applicable laws in connection with its use of Medably.com, including obtaining any and all federal, state and local licenses and certifications which may be required to practice when using Medably.com and maintaining malpractice and liability insurance in compliance with regulatory requirements.
1.4 Patient Information. The Health Insurance Portability and Accountability Act ("HIPAA"), state and federal laws, and ethical and licensure requirements, may impose obligations with respect to patient confidentiality that may limit Provider's ability to receive, disclose, or make use of patient information, including transmitting patient information to others. Provider warrants that you will comply with all laws that may directly or indirectly govern the retrieval, use, transmission, processing, receipt, reporting, disclosure, or storage of patient information.
1.5 Patient Consents. Provider is solely responsible for obtaining and maintaining any patient consents, if applicable, and all other consents or permissions required by law or advisable with respect to your retrieval, use, transmission, processing, receipt, reporting, disclosure or storage of patient information. Provider shall be solely responsible for the retrieval, use or misuse, transmission, processing, receipt, reporting, disclosure or storage of patient information.
1.6 Third Party Billing. Medably makes no representations regarding Provider's ability to bill third-party payors for the services you provide using Medably.com. Provider is responsible for complying with all laws regarding billing for the services offered. Medably shall have no liability whatsoever to Provider with respect to any amounts owed to Provider.
1.7 Waiver / Indemnification. Provider releases Medably and waives any and all potential claims against Medably as a result of Provider's use of Medably.com, and the provision of services to Provider's patients. Provider further agrees to defend, indemnify and hold Medably harmless from any claim by or on behalf of any person related to any action or inaction of Provider, including claims of medical malpractice.
1.13 Service Disruptions. Medably makes no guarantee as to the availability of its software or services and does not guarantee that its website or its software will be accessible. Service outages or the inability to accesses the Medably.com site may occur for many reasons. You acknowledge and agree that Medably shall not be responsible for any losses or damages of any kind that may be suffered by you as a result of any service interruptions or outages.
1.8 Accounts. When creating your Provider account, you must provide accurate and complete information. Should any of your information change after submitting it to Medably.com, you are required to update that information immediately. You may never use another Provider's account.
1.9 Account Responsibility. You are solely responsible for the activity that occurs on your Provider account, and you must keep your account password secure. You must notify Medably immediately of any breach of security or unauthorized use of your account. Although Medably will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Medably or others due to such unauthorized use.
1.8 Subscriptions. The amounts charged for use of Medably.com ("Fees") are subject to change at any time in Medably's sole discretion. After any trial period, Fees are charged in advance on a monthly basis. Your subscription will automatically renew each month unless you cancel.
1.9 Non-Refundable. All Fees are non-refundable, including if you only use part of a month's subscription.
1.10 Provider Cancellation. You may cancel your subscription at any time. If you cancel your subscription before the end of your current paid up month, your cancellation will take effect at the end of that billing cycle.
2. WEBSITE ACCESS
2.1 Limited Use. Medably grants you a limited, revocable, nonexclusive license to access Medably.com. Your use is strictly limited to the public areas of Medably.com and to your private Provider areas.
2.3 Termination of Service. Medably reserves the right to modify or discontinue, temporarily or permanently, its website, including its interactive features, blogs, forums, comments (or any part thereof) with or without notice at any time. You agree that Medably shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any service.
2.5 Consent to Electronic Service. When you use Medably.com or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on Medably.com. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
3. INTERACTIVE FEATURES
3.1 Medably.com allows private communication between health care providers and patients which may include submission, hosting, sharing, of text, photographs, audio, videos, documents or other content, including confidential health care information or documents ("Health Care Communications").
3.2 By posting, submitting or uploading any Health Care Communications to any area of Medably.com, you automatically grant to Medably license to use, store, transfer, and display the Health Care Communications necessary to provide the services of Medably.com, including allowing patients and health care providers to communicate and share information.
3.3 By posting any Health Care Communication to Medably.com or by using any other interactive area of the website, you specifically agree to comply with each of the following:
(a) You will not post or transmit any material that violates or infringes the rights of any other party, including, without limitation, rights of privacy, rights of publicity, copyright, trademark, or other intellectual property rights.
(b) You will not post or transmit any material that is false, deceptive, misleading, or deceitful.
(c) You will not post or transmit any material that is abusive, hateful, racist, bigoted, sexist, harassing, threatening, inflammatory, defamatory, vulgar, obscene, sexually-oriented, profane or is otherwise in violation of any applicable law, rule or regulation.
(d) You will not post or transmit any material that deceptively impersonates any person or entity.
(e) You will not post or transmit any software or computer files that contains malware, computer viruses, worms, Trojan horses, rootkits, spyware, adware, and other malicious or unrequested software, computer code, or file.
(f) You will not violate any law, regulation, or professional standard of conduct, or post or transmit any content that is intended to promote or commit an illegal act.
Failure to comply with the above rules may lead to you being immediately and permanently banned, with notification to law enforcement and/or your internet service provider.
3.4 You are and shall remain solely responsible for any and all Health Care Communications you make through Medably.com.
3.5 You understand that when using the Medably.com Medably is not responsible for the accuracy, usefulness, of safety of the Health Care Communications and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Medably with respect thereto, and agree to indemnify and hold Medably, its owners, operators, affiliates, and agents, licensors and licensees, harmless to the fullest extent allowed by law regarding all matters related to your use of the site and any Health Care Communications.
3.6 Medably does not endorse any Health Care Communication or any opinion, recommendation, or advice expressed therein, and Medably expressly disclaims any and all liability in connection with Health Care Communication.
3.7 Medably does not prescreen Health Care Communications submitted and Medably has no duty to monitor any interactive area of its website. Each user is solely responsible and liable for the contents of his or her Health Care Communications, and we are not responsible in any way for the content or opinions expressed therein. We have the right, but not the obligation, to remove, edit or move, at any time, any material posted, in each case as we deem appropriate.
4. INTELLECTUAL PROPERTY INFORMATION
4.1 With the exception of Health Care Communications, all content on the Medably.com website, including without limitation, the text, software, scripts, tools, graphics, photos, sounds, music, videos, and interactive features ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Medably. The Content and Marks are protected to the maximum extent permitted by intellectual property laws and international treaties. All Content displayed on or through Medably.com is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions.
4.2 Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Medably.
4.3 You further agree not to reproduce, duplicate or copy Content from Medably.com without the express written consent of Medably, and agree to abide by any and all copyright and other legal notices displayed on Medably.com. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in Medably.com. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of Medably.com.
5. WARRANTY DISCLAIMER
5.1 MEDABLY.COM, INCLUDING ANY CONTENT, HEALTH CARE COMMUNICATION, OR ANY SITE-RELATED SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MEDABLY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
5.2 MEDABLY MAKES NO WARRANTY THAT: (I) MEDABLY.COM WILL MEET YOUR REQUIREMENTS, (II) MEDABLY.COM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MEDABLY.COM WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN MEDABLY.COM WILL BE CORRECTED.
5.3 MEDABLY IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, HEALTH CARE PROFESSIONAL, OR ANY OTHER THIRD PARTY; AND MEDABLY WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED HEREIN.
5.4 YOU ACKNOWLEDGE THAT MEDABLY HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF PRODUCTS PROMOTED BY USERS OR HEALTH CARE PROFESSIONALS ON MEDABLY.COM, THE TRUTH OR ACCURACY OF ANY HEALTH CARE COMMUNICATIONS.
5.5 MEDABLY AND ITS AFFILIATES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO MEDABLY.COM, SITE-RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN MEDABLY.COM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH MEDABLY.COM AND/OR SITE-RELATED SERVICES IS TO STOP USING MEDABLY.COM AND/OR THOSE SERVICES.
6.1 You agree to defend, indemnify and hold harmless Medably, its affiliated companies, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
(a) any Health Care Communication or health care service;
(b) your use of and access to the Medably.com website;
(c) your participation in any interactive area of the Medably.com website;
(e) your violation of any third party right, including without limitation any copyright, property, or privacy right;
(f) your violation of any law, rule or regulation of the United States, any state, or any other country;
(g) any claim that Health Care Communications posted by you or using your account caused damage to another third party;
(h) any other party's access and use of Medably.com with your account.
7. DIGITAL MILLENNIUM COPYRIGHT ACT
7.1 Medably does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Medably will remove any content if properly notified that such content infringes on another's intellectual property rights. Medably reserves the right to remove any content without prior notice.
7.2 If you are a copyright owner or an agent thereof and believe that content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
● A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
● Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
● Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
● Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
● A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
● A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Medably's designated Copyright Agent to receive notifications of claimed infringement is:
Attn: Copyright Agent
4262 Blue Diamond Dr. #102-368
Las Vegas, Nevada 89139
You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
7.3 Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:
● Your physical or electronic signature;
● Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
● A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
● Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Las Vegas, Nevada, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Medably.com may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Medably.com sole discretion.
9. GOVERNING LAW / DISPUTES
9.1 Services Based in Nevada. You agree that the Medably.com website shall be deemed solely based in the State of Nevada. You agree The Medably.com website shall be deemed a passive website that does not give rise to personal jurisdiction over Medably, either specific or general, in jurisdictions other than Nevada.
9.3 Disputes. Any dispute, claim or controversy arising out of or relating to the Medably.com website, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Las Vegas, Nevada, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered either by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or by the American Arbitration Association pursuant to its Commercial Arbitration Rules. The arbitrator may not award any consequential, indirect, exemplary, special or incidental damages arising from or relating to your use of the Medably.com website (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss). Judgment on the Award may be entered in any court having jurisdiction. You and we will each pay one-half of the costs and expenses of such arbitration, and each of the parties will separately pay their counsel fees and expenses. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court in Clark County, Nevada to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
9.4 Class Action Waiver. You agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU AND Medably AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
10. ASSIGNMENT / MODIFICATION