LICENSE AND USAGE AGREEMENT
The
Wellpath
ERMA
Software Application and Web Portal is comprised of a web
site and its associated software, hardware & services and is operated by
Wellpath, LLC.
The
ERMA Software and its associated services are offered to you conditioned
on your acceptance without modification of the terms, conditions, and notices
contained herein. Your use of the Software and its associated services
constitutes your agreement to all such terms, conditions, and notices. If, at
any time, you do not accept the Agreement, in whole or in part, you may not use
or continue to use the site. You agree that Wellpath may revise the Agreement.If a revision is made, Wellpath will notify you and posti
the revised Agreement on the Site. Continued use of the Site after any such
changes shall constitute your consent to such changes.
You
agree to familiarize yourself with the Terms of Use and other terms and
guidelines found throughout the ERMA web site and abide by them if you choose
to use the Site, pages or services to which they apply.
SERVICES
This
Site is intended to provide health care practitioners working in the
correctional setting with a tool for preparing medical records as well as the
ability for practitioners to store and access medical records electronically.
Each User acknowledges that this website is not intended as a
"paperless" substitute for printed office files and records, and each
User accepts the sole responsibility for printing and maintaining paper copies
of its records and synchronizing and/or updating its files and records with
respect to information stored on this website. Each User acknowledges that,
like all websites, this website may experience periodic and unexpected loss of
services or slowdowns in response time and agrees that Wellpath ERMA shall not be
held liable for loss, damage or injury sustained as a result thereof.
SUBSCRIPTION AND MEMBERSHIP
Wellpath
shall have no responsibility to provide any equipment, access to the World Wide
Web, or any other products or services. In consideration of the use of the
website, each User agrees to provide current, complete and accurate information
about the User and/or the User's organization as requested from time to time,
and to maintain and update such registration information and data as necessary
to keep it current, complete and accurate.
TERM
& TERMINATION
Term:
The term of this Agreement will begin on the date you successfully register
with the Site and shall remain in effect until it is terminated by either
party, subject to the terms and conditions herein.
Termination:
Either party may terminate this Agreement immediately in the event of default
by the other party. You may terminate this Agreement for convenience at any
time upon written notice to the Site. ERMA reserves the right, in its
sole discretion, to terminate your access to the ERMA Web Site and the
related services or any portion thereof at any time, without notice. Upon any
expiration or termination of this Agreement, you shall immediately discontinue
the use of the Site and its Services, and remove any Patient Data or
Practice Data stored by you in the ERMA Data Facilities.
LEGAL REQUIREMENTS
Use
and disclosure of health information and patient records ("health
information") is subject to extensive United States Federal and state
regulation, including the Health Insurance Portability and Accountability Act
of 1996 ("HIPAA"). You agree to comply at all times with the
respective obligations under HIPAA, all regulations promulgated there under
from time to time and all other applicable Federal and state laws and
regulations. While ERMA provides an infrastructure for efficient
storage, retrieval and distribution of health information, making medical
and/or legal determinations on disclosure, sharing and distribution of
information is solely the responsibility of User and its advisors.
You
may from time to time wish to share health information with insurance
companies, HMOs, other health care providers, and laboratories. It is your
responsibility to comply with HIPAA and all other applicable laws in connection
with such sharing. Without limitation, you understand that written patient
consent to disclose or release health information is required in some or all
circumstances prior to disclosure or release of health information.
ACCESS
Access
to health information and patient records will be strictly controlled by
passwords, issued to individual practitioners employed by User. It is the
responsibility of each practitioner to maintain secrecy of passwords, and other
security measures at all times to prevent unauthorized use and access. Access
may further be restricted to specific equipment or sites as required by the
User or Wellpath.
USER
CONDUCT
As
a condition of your use of the ERMA Software and services, you warrant
to ERMA that you will not use the ERMA Web Site or services for
any purpose that is unlawful or prohibited by these terms, conditions, and
notices.
You
may not use the software or its associated services in any manner which could
damage ERMA, disable, overburden, or impair the Site or interfere with any
other party's use and enjoyment of the Site or its associated services. You
agree not to upload, post, or otherwise transmit through or on this Site any
viruses or other harmful, disruptive or destructive files;
You
may not obtain or attempt to obtain any materials or information through any
means not intentionally made available or provided for through the Site.
You
agree not to attempt to decipher, decompile, disassemble or reverse engineer
the Software or Services or allow others to do so. You further agree not to
modify or create derivative works of the Software or Services. You shall not
grant rights to any third party to reproduce, implement, modify, translate, or
reverse engineer the ERMA Technology, or otherwise determine or attempt to determine
source code for the ERMA Technology or to create derivative works thereof
without ERMA written authorization.
In
addition, you agree that you are solely responsible for actions and
communications undertaken or transmitted under your account, and that you will
comply with all applicable local, state, national and international laws and
regulations, including but not limited to United States export restrictions,
that relate to your use of or activities on this Site. This Site is controlled
and operated in the
LICENSE
TO USER
ERMA
grants User a single, non-exclusive, non-transferable and
limited personal license to access and use ERMA as long as complete
compliance with the terms and conditions in the Agreement is maintained.
CONFIDENTIAL INFORMATION
You acknowledge that information related to the Software, ERMA Technology and
Services, including the method and manner of providing the Services, are
confidential information owned by Wellpath ERMA ("ERMA Confidential
Information"). You agree to use the ERMA Confidential Information only for
the Services Period and solely for the purpose of participating in the
Services, and to take all steps reasonably necessary to maintain and protect
the ERMA Confidential Information in the strictest confidence for the benefit
of ERMA. You agree that it will not, at any time, without the prior written
permission of ERMA, disclose the ERMA Confidential Information directly or
indirectly to any third person.
ASSIGNMENT
You
cannot assign or otherwise transfer, directly or indirectly, by operation of
law or otherwise, this Agreement or any of your rights or obligations hereunder
without express and written permission from Wellpath ERMA. ERMA reserves the
right to suspend or terminate your account if it determines in its sole
discretion that you have attempted to make any such assignment or transfer
without obtaining permission. ERMA may assign this agreement, in whole or in
part, at any time.
INDEPENDENT CONTRACTORS
You
agree that no joint venture, partnership, employment, or agency relationship
exists between you and ERMA as a result of this agreement or use of the
ERMA Web Site or services.
SEVERABILITY
If
any part of this agreement is determined to be invalid or unenforceable
pursuant to applicable law including, but not limited to, the warranty
disclaimers and liability limitations set forth above, then the invalid or
unenforceable provision will be deemed invalid and the remainder of the
agreement shall continue in effect.
ENTIRE AGREEMENT
This
agreement constitutes the entire agreement between the User and ERMA with
respect to the ERMA Web Site and services and such agreements supersede all
prior or contemporaneous communications and proposals, whether electronic, oral
or written, between the User and ERMA with respect to the ERMA Web Site and
services.
COPYRIGHT
AND TRADEMARK NOTICES
All
rights reserved. No part of the Site may be reproduced, stored in a retrieval
system, or transmitted, in any form or by any means, electronic, mechanical,
photocopying, recording, and/or otherwise, without the permission of Wellpath ERMA.
TRADEMARKS.
Wellpath
ERMA
, and other names of Wellpath products and/or services referenced
herein are trademarks or registered trademarks of Wellpath, LLC.
The names of actual companies and products mentioned on the ERMA Web
Site may be the trademarks of their respective owners.
Any
rights not expressly granted herein are reserved.
NOTICES
AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
Pursuant
to 17 U.S.C. § 230, as amended by Title II of the Digital Millennium Copyright
Act, you agree to send all notices of alleged or claimed infringement to:
Kip Hallman, President
Wellpath, LLC
1283 Murfreesboro Pike, Suite 500
Nashville, TN 37217