Advanced Health Communications, L.L.C.
Terms & Conditions
1. Agreement Term.
This Agreement starts when you accept it through any action that indicates your assent hereto, including your acceptance of this Agreement, a registration form or other document that references your acceptance of this Agreement, or when you begin to use (or through your continued use) of the service by forwarding or referring your telephone calls to Advanced Health Communications, or through a “click” or “checkbox” during the registration process. Either you or Advanced Health Communications can terminate this Agreement at any time on thirty (30) days’ written notice. This agreement may also be terminated by the termination of your subscription to Advanced Health Communications’ services. However, we can, without notice, suspend your use of the Service or terminate this Agreement at any time for cause. “Cause” includes, but is not limited to, (i) paying your bill late more than once in any twelve (12) month period; (ii) you becoming insolvent, ceasing to operate in the ordinary course as reasonably determined by Advanced Health Communications, making an assignment for the benefit of creditors, filing a petition under the U.S. Bankruptcy Code or any similar statute (or the filing of such a petition against you) or the appointment of a receiver or similar officer to take charge of your property, or any other act indicative of bankruptcy or insolvency; (iii) violation of the terms of this Agreement or (iv) our reasonable belief that you are misusing the service or using it for any unlawful activity. Neither you or Advanced Health Communications shall be liable to the other for compensation, reimbursement for investments or expenses, lost profits, loss of goodwill, incidental or consequential damages, or damages of any other kind or character, because of any exercise of its right to terminate this Agreement or because of any election to refrain from extending the duration of this Agreement.
“Service” means Advanced Health Communications’ voice, online and mobile communication and information management tools and applications or other services developed, operated, and maintained by Advanced Health Communications, accessible via the telephone, desktop computer, mobile device application at https://youcallmd.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Advanced Health Communications, to which you are being granted access under this Agreement. Advanced Health Communications has the right to change the features or functionality of the Service at any time and from time to time.
Advanced Health Communications hereby grants you a non-exclusive, non-transferable right to use the service, solely for your internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Advanced Health Communications.
Without limiting the generality of the foregoing, except as otherwise provided herein, you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of implementing and using the Service (as defined below).
3. Schedule Notification.
You agree to provide updated contact information and corresponding call schedules, for yourself or any other service users for which you are responsible, to the service on the first (1st) day of each calendar month via electronic correspondence to firstname.lastname@example.org. Any changes to such information will be communicated in writing to the address specified herein. You will maintain sole responsibility for providing current contact and scheduling information. Advanced Health Communications will not be responsible or liable in any way for any contact information or call schedules that are not provided in writing via email@example.com (e.g., Advanced Health Communications has no liability for current contact and scheduling information provided only orally on the phone or not in writing).
4. Intellectual Property.
Advanced Health Communications, or its licensor(s), retains all rights, title and interest in and to the service, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to your hereunder.
5. Customer Data.
Advanced Health Communications does not own your Customer Data. “Customer Data” means any data, information or material (including any of your confidential information) that you submit to the Service in the course of using the Service). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of all Customer Data, and Advanced Health Communications shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
6. Limitation of Liability.
Advanced Health Communications promises to use commercially reasonable efforts to ensure the reliability and availability of the service, but we cannot guarantee that the service will be available at all times uninterrupted. You agree that our maximum liability to you is limited to a refund or rebate of charges for services paid for but not yet received. These limitations apply no matter what the theory of liability, whether fraud, misrepresentation, breach of contract, personal injury, product liability, or anything else. These limitations also mean that you are waiving, to the fullest extent permitted by law, attorneys’ fees and any punitive, treble, consequential, indirect, or special damages.
7. HIPAA Compliance.
You and Advanced Health Communications agree to comply with the Health Insurance Portability and Accountability Act of 1996, as codified at 42 USC §1320d (“HIPAA”), and any current and future regulation promulgated thereunder, including, without limitation, the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the “Federal Privacy Regulations”), the federal security standards contained in 45 C.F.R. Part 142 (the “Federal Security Regulations”), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162, all collectively referred to as “HIPAA Requirements.” Advanced Health Communications agrees not to use or further disclose any Protected Health Information (as defined in 45 C.F.R. §164.501) or Individually Identifiable Health Information (as defined in 42 USC §1320d), other than as permitted by the HIPAA Requirements and the terms of this Agreement. Advanced Health Communications shall make it’s internal practices, books and records relating to the use and disclosure of Protected Health Information available to the Secretary of Health and Human Services to the extent required for determining compliance with the Federal Privacy Regulations.
8. Communications to Outside Devices.
You hereby authorize and direct us to communicate outside of our Advanced Health Communications software as necessary for the service, including without limitation, to make communications to any computer or mobile device using any communication channel (including by SMS text) designated by you or any authorized user.
9. Emergency Contact Information.
In the event of an emergency situation where you are not able to contact Advanced Health Communications via its normal business telephone numbers, please to refer to our website home page for additional emergency contact phone numbers and send an email to firstname.lastname@example.org.
You agree to defend, indemnify and hold harmless Advanced Health Communications from and against any and all actions, causes of action, suits, claims, demands, damages, liabilities, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and court costs) arising from or in connection with (i) your use or misuse of the Service or any Content or (ii) your violation of this Agreement.
11. Limitation of Damages
IN NO EVENT SHALL ADVANCED HEALTH COMMUNICATIONS BE LIABLE TO ANY PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE AND SERVICES PROVIDED BY ADVANCED HEALTH COMMUNICATIONS, EVEN IF ADVANCED HEALTH COMMUNICATIONS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADVANCED HEALTH COMMUNICATIONS’ MAXIMUM LIABILITY FOR DIRECT DAMAGES RELATED TO THE USE OF, OR THE INABILITY TO USE, THE INFORMATION AND SERVICES PROVIDED BY THIS WEBSITE SHALL BE LIMITED TO SUBSCRIPTION FEES PAID TO USE THE SERVICES AND SOFTWARE.
12. Modification of this Agreement.
This Agreement may be amended from time to time by Advanced Health Communications, by notifying you of such amendments in writing or electronically. Such amendments shall be effective thirty (30) days after notice, subject to your right to terminate this Agreement as described herein. Your continued use of the Service following such thirty (30) day period will constitute acceptance of the modified Agreement.
If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and all other provisions of this Agreement shall remain in full force and effect.
You may not assign this Agreement without the prior written consent of Advanced Health Communications. Advanced Health Communications may assign this Agreement by providing written or electronic notice to you.
Advanced Health Communications’ failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any such provision unless Advanced Health Communications agrees to such waiver in writing. A waiver of any part of this Agreement in one instance will not be deemed a waiver of any other part or any other instance.
16. Entire Agreement/Governing Law.
This Agreement, together with any separately executed written Business Associate Agreement (if required), constitutes the entire understanding between the you and Advanced Health Communications with respect to the subject matter hereof and supersedes all prior representations, agreements, negotiations and discussions between you and Advanced Health Communications. The validity and effectiveness of this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada, without giving effect to the provisions, policies or principles of any state law relating to choice or conflict of laws, and those of the United States of America. Any legal action or proceeding with respect to this Agreement may be brought exclusively in the federal or state courts located in or having jurisdiction over Las Vegas, Nevada. Service of process shall be made in any manner allowed by applicable law.