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PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE (the “Agreement”) CAREFULLY BEFORE USING ANY SERVICES (AS DEFINED BELOW) OFFERED BY URGENT MEDICAL CARE (“UMA”, “WE” OR “US”) INCLUDING ANY OF OUR WEBSITES AND MOBILE APPLICATIONS (collectively, the “Services”). By accessing and using any of the Services, you are hereby agreeing to be legally bound by the terms and conditions of this Agreement. Use and access of the Services is subject to the terms of this Agreement and all applicable laws and regulations. Please read this Agreement carefully. By accessing, viewing or otherwise using this website you, on behalf of yourself and all of your authorized representatives (collectively, the “User” or “you”) agree to the terms and conditions of this Agreement. User and UMA are individually hereinafter referred to as a “Party” and collectively as the “Parties”.
2. Services. (a) Subject to the terms of this Agreement, UMA grants User a limited, terminable, non-sublicensable, non-transferable, non-exclusive right to access and use the Services on a personal computer or mobile device that User owns or controls: (a) for the sole purpose of facilitating the scheduling of health care appointments and payment of related invoices; and (b) as permitted by the applicable terms of service of the mobile app store from where User downloaded any mobile application necessary to access the Services and the specific usage rules set forth therein. UMA shall have no obligation to support User’s use of the Services in the event that: (i) User modifies the Service (or any component thereof) without UMA’s prior written consent; (ii) any error is caused in whole or in part by persons other than UMA, including without limitation, User’s failure to properly enter or transmit data; or (iii) any error is caused in whole or in part by User’s use of the Service in association with operating environments and platforms other than those specified by UMA.
(b) To the extent that the Service incorporates any third-party software licensed by UMA, then, in addition to the terms set forth herein, User must comply with any additional terms, restrictions, or limitations applicable to such third-party software. Additionally, User acknowledges that UMA shall have the right to subcontract performance of its hosting services and credit card and payment processing services, in which event the service levels provided by any third-party hosting provider (including, without limitation, any service levels that are stricter than the service levels offered by User) will be incorporated herein by reference.
(c) User shall procure, install and maintain all equipment, Internet connections and other hardware (other than the hardware constituting the support center maintained at UMA’s facilities) necessary for User to connect to and access the Service. UMA is not responsible for equipment defects, lack of service, or other issues arising from third party services or equipment. User is responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by User’s carrier to access the Service.
3. User IDs. User will comply with all UMA rules and regulations and security restrictions in connection with use of the Service. Each User will be assigned a unique User identification name and password for access to and use of the Service (“User ID”). User shall be solely responsible for ensuring the security and confidentiality of all User IDs. User acknowledges that it will be fully responsible for all liabilities incurred through use of any User ID and that any transactions under a User ID will be deemed to have been performed by User. Use of any User ID other than as provided in this Agreement shall be considered a breach of this Agreement by User.
4. Proprietary Rights. User acknowledges UMA’s proprietary rights in the Service and associated documentation and shall protect the proprietary nature thereof. If User suggests any new features, functionality or performance for the Service that UMA subsequently incorporates into the Service (or any other software or service), User hereby acknowledges that (i) UMA shall own, and has all rights to use, such suggestions and the Service (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of UMA; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon UMA. User shall not sell, lease, or otherwise transfer or distribute the Service or its associated documentation, in whole or in part, without prior authorization in writing from UMA. In the event of any breach of this paragraph, User agrees that UMA will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against User.
5. User Information & Privacy; Data Retention and Collection. (a) User grants to UMA a non-exclusive license to copy, use and display any and all personally identifiable data, information or communications sent, or entered by Users while accessing the Service (“User Information”) solely to the extent necessary for UMA to provide the Services, including, without limitation, communicating with Users, responding to requests that User makes, to improve the Services and to better tailor the features, performance and support of the Services, and to offer User’s additional information, opportunities, and functionality. User acknowledges that UMA exercises no control whatsoever over the content of the User Information and it is the sole responsibility of User, at its own expense, to provide the information, and to ensure that the information Users transmit or receive complies with all applicable laws and regulations now in place or enacted in the future. UMA is under no obligation, however, to review User Information for accuracy, potential liability or for any other reason.
(b) User agrees that UMA’s obligation to keep or maintain any User Information obtained in the course of performance of the Service shall not extend beyond the expiration of thirty (30) days following the User’s ceasing use of the Service. UMA will provide a copy of User Information in the hosted format (at User’s expense) provided that User requests such copy, in writing, within ten (10) days following the User ceasing to use the Service.
(c) UMA shall have the right to utilize data capture, syndication and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data or information (including, without limitation, User Information) resulting from User’s access and use of the Service (“Blind Data”). To the extent that any Blind Data is collected by UMA, such Blind Data shall be solely owned by UMA and may be used by UMA for any lawful business purpose without a duty of accounting to User, including, without limitation, providing User with the opportunity for User to benchmark itself against its peers, provided that the Blind Data is used only in an aggregated form, without specifically identifying the source of the Blind Data. Without assuming any obligations or liabilities of User, UMA agrees use commercially reasonable efforts to comply with the applicable U.S. laws and regulations respecting the dissemination and use such Blind Data.
(d) As User navigates the Services, certain information may also be collected passively, including your Internet protocol address, browser type, and operating system. UMA may also use “Cookies” and navigational data like Uniform Resource Locators (URL) to gather information regarding the date and time of your visit and the information for which you searched and viewed. This type of information is collected to better understand how User’s use the Service and to make the Services more useful to you. Most browsers are automatically set to accept Cookies. If User would like more information about cookies and how to control and delete cookies in various browsers, such as Internet Explorer, Firefox, Safari, Opera and Chrome, please visit http://aboutcookies.org/.
(e) Except as otherwise stated in this Agreement, UMA does not trade, rent, or share User’s “Personal Information” (ie. information about a User that is personally identifiable to the User, such as name, address, email address, phone number, healthcare and credit card and payment information) with third parties, unless you ask or authorize us to do so, provided, however, that UMA may provide your Personal Information to third party service providers who work on behalf of or with us to provide some of the features of the Services and to help us communicate with you. However, these service providers do not have any independent right to share this information (except pursuant to a legal requirement such as a subpoena or warrant).
(f) UMA uses reasonable administrative, technical, personnel and physical measures to safeguard Personal Information in UMA’s possession against loss, theft and unauthorized use, disclosure or modification, provided, however, User acknowledges and agrees that no website, application or Internet transmission is completely secure. Accordingly, UMA cannot guarantee that unauthorized access, hacking, data loss, or other breaches will never occur and cannot be held liable for any unauthorized access or use of the User’s data. User’s use of the Services is at User’s own risk.
(g) If UMA or its assets are acquired by a third-party, that third-party will possess the Personal Information collected by UMA and it will assume the rights and obligations regarding User’s Personal Information as described in this Agreement. Additionally, UMA may disclose User’s Personal Information if UMA believes in good faith that such disclosure is necessary to (a) comply with relevant laws or to respond to subpoenas or warrants served on us; or (b) to protect and defend the rights or property of us, users of the Services or third parties. By using the Services, you hereby agree and consent to the transfer or assignment of your Personal Information as provided herein, and you further waive any claims that could be made against us in relation thereto.
(h) UMA offers you choices regarding the collection, use and sharing of your Personal Information. When you receive communications from us, you may indicate a preference to stop receiving further communications from us and you will have the opportunity to "opt-out" by following the unsubscribe instructions provided in the email you receive or by contacting us directly (please see contact information below). You may change any of the Personal Information in your Service profile by editing your information in your profile.
6. Location Data. UMA may collect, maintain, process and use a User’s location data, including the real-time geographic location of a User’s mobile device as necessary to provide the Services’ full functionality. By using or activating any location-based services on a mobile device, User agrees and consent to UMA’s collection, maintenance, publishing, processing and use of User’s location data to provide user with the Services. UMA does not collect location data in a form that personally identifies Users. User may withdraw this consent at any time by turning off the location-based feature on a mobile device or by not using any location-based features. Turning off or not using these features may impact the functionality of the Service. Location data provided by the Service is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at the User’s sole risk. Location data may not be accurate. UMA does not guaranty the availability, accuracy, completeness, reliability or timeliness of information or location displayed by the Service.
7. User Restrictions. User agrees not to: (i) copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify or create derivative works of the Service or any Service related documentation; (ii) upload or distribute in any way files that contain viruses, trojans, worms, time bombs, logic bombs, corrupted files, or any other similar software or programs that may damage the operation of the Service or another's computer; (iii) use the Service for illegal purposes; (iv) violate or attempt to violate the security of the Service and from using the Service to violate the security of other websites by any method; (v) access data not intended for User or logging into a server or account which User is not authorized to access; (vi) interfere or disrupt networks connected to the Service; (vii) upload, post, promote or transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature; (viii) upload amounts of data and/or materials in excess of any limits specified by UMA from time to time and not to create large numbers of accounts or otherwise transmit large amounts of data so as to clog the Service or comprise a denial of service attack or otherwise so as to have a detrimental effect on the Services; or (ix) upload, promote, transmit or post any material that encourages conduct that could constitute a criminal offence or give rise to civil liability. UMA may take whatever remedial action it determines in its sole discretion is appropriate if User violates these restrictions, including, but not limited to, immediate suspension or cancellation of the Service.
8. Payment Processing. (a) UMA processes payment transactions on behalf of Users, as the agent of the User, through the appropriate bank, credit card or debit card network, as applicable. When a User chooses to use the Service to pay a medical provider the User hereby consents to UMA facilitating and/or processing payments made or received through the Service, including, without limitation, the consent to access, charge or debit a payor’s credit card, debit card, bank account or other payment mechanism. As consideration of User’s use of the Service, User acknowledges and agrees that UMA may retain, as a fee for the Service, a percentage of each payment transaction processed through the Service as set forth in UMA’s fee schedule, which UMA may adjust from time to time including, without limitation, charging additional fees that UMA deems appropriate (in its sole discretion). UMA is hereby authorized to deduct all fees payable to UMA directly from each payment processed by UMA through its Service.
(b) Each User acknowledges and agrees that a payment transaction made through the Service is a transaction between Users and not with UMA. UMA is not a party to any payment transaction for the purchase of medical services and UMA is not a buyer or seller in connection with any payment transaction.
(c) Users may only use the Service to process a payment transaction for a health care related product or service provided by a licensed medical practitioner through a legitimate, bona fide sale of such product or service. The Service may not be used to process a payment transaction, or otherwise transfer money between Users or that is unrelated to a health care related purchase. Users may not use the Service to purchase any illegal goods or services or for any other underlying illegal transaction.
(d) All payment transactions processed through the Service are non-refundable to a User by UMA and are non-reversible by a User through the Service. Users may have additional refund or charge-back rights under the agreement a User has with the issuer of the User’s payment instrument (ie its credit or debit card agreement) or applicable state and federal laws. User should review its periodic statement received from the issuer of its payment instrument which will reflect all purchase transactions through the Service.
9. Disclaimer of Warranties. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. UMA MAKES NO REPRESENTATION OR WARRANTY (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY MERCHANTABILITY, OR NONINFRINGEMENT. UMA DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
USER ASSUMES THE RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGES TO USER’S SYSTEMS OR OPERATIONS WHICH COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN ANY SERVICE, ANY UMA INFORMATION, PRODUCT, SERVICE, SYSTEM, DATABASE OR MATERIAL, OR PART THEREOF. USER ALSO ACKNOWLEDGE THAT ELECTRONIC COMMUNICATIONS AND DATABASES ARE SUBJECT TO ERRORS, TAMPERING AND BREAK-INS AND THAT WHILE UMA WILL IMPLEMENT REASONABLE SECURITY PRECAUTIONS TO ATTEMPT TO PREVENT SUCH OCCURRENCES, UMA DOES NOT GUARANTEE THAT SUCH EVENTS WILL NOT TAKE PLACE. USER’S INSTALLATION AND INPUTS, AS WELL AS THIRD PARTY SYSTEMS AND PROCEDURES, MAY INFLUENCE THE OUTPUT AND ERRORS IN ANY ORDER OR ELECTRONIC TRANSMISSION OR COMMUNICATION, AND CAN RESULT IN SUBSTANTIAL ERRORS IN OUTPUT, INCLUDING INCORRECT INFORMATION, ORDERS AND AGREEMENTS. IN ADDITION, ERRORS MAY BE INTRODUCED INTO INFORMATION OR ORDERS IN THE COURSE OF THEIR TRANSMISSION OVER ELECTRONIC NETWORKS. USER SHALL IMPLEMENT AND TAKE RESPONSIBILITY FOR APPROPRIATE REVIEW AND CONFIRMATION PROCEDURES TO VERIFY AND CONFIRM ORDERS OR OTHER TRANSACTIONS IN WHICH USER PARTICIPATES USING UMA'S WEBSITE, INFORMATION, SERVICES, DATABASES, SYSTEMS OR OTHER MATERIAL.
10. Limitation of Liability. IN NO EVENT SHALL UMA BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UMA’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY USER TO UMA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO A CLAIM ARISING HEREUNDER.
11. Term; Termination (a) This Agreement shall commence upon UMA providing User with access to the Service and shall continue until a party provides notice of its termination of this Agreement.
(b) Upon termination of the Agreement for any reason, User’s right to use the Service shall immediately cease. UMA shall not have any obligation to refund to User any fees paid by User, and all such fees paid by User are non-refundable. Termination of this Agreement shall not relieve either party of any obligation accrued prior to the termination date or which by its nature should survive any termination of this Agreement.
12. Confidential Information. (a) “Confidential Information” means the Service, its associated documentation, UMA’s pricing for the Service, and other information disclosed by UMA under this Agreement that is designated as confidential or that by its nature would reasonably be expected to be kept confidential.
(b) Notwithstanding the previous paragraph, UMA’s Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of User; or (ii) was in User’s lawful possession prior to the disclosure and had not been obtained by User either directly or indirectly from UMA; or (iii) is lawfully disclosed to User by a third party not bound by a duty of non-disclosure; or (d) is independently developed by User without access to or use of the Confidential Information.
(c) User agrees to hold the Confidential Information in confidence. User agrees not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than performing its obligations or enjoying its rights under this Agreement. User agrees to use the same degree of care that it uses to protect its own confidential information of a similar nature and value, but in no event less than a reasonable standard of care, to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement. User represents that it has, with each of its employees who may have access to any Confidential Information, an appropriate agreement sufficient to enable it to comply with all of the confidentiality terms hereof.
(d) Notwithstanding the foregoing, User may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that User provides to UMA prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure.
(e) After termination or expiration of this Agreement, User shall return to UMA any Confidential Information in User’s possession or control.
13. Business Associate Agreement
(a) Business Associate.
(b) Permitted Uses and Disclosures.
(c) UMA’s Obligations.
(i) Not use or disclose PHI other than as permitted by this Agreement or as required by law;
(ii) Implement appropriate and reasonable safeguards to prevent use or disclosure of PHI other than as permitted herein, including those safeguards required pursuant to 45 CFR § 164.308, 164.310, 164.312, 164.314, and 164.316, in the same manner that those requirements apply to User pursuant to 45 CFR § 164.504;
(iii) Report to the User any use or disclosure of PHI not provided for by this Agreement of which UMA becomes aware, including Breaches of Unsecured PHI as required by 45 CFR § 164.410, and any Security Incident of which it becomes aware, within ten (10) business days of discovery;
(iv) ensure that its agents and subcontractors to whom it may provide PHI agree to the same terms and conditions through a written contractual arrangement that complies with 45 CFR § 164.314;
(v) make available to the Secretary of Health and Human Services, UMA’s internal practices, books and records relating to the use or disclosure of PHI for purposes of determining User’s compliance with HIPAA;
(vi) mitigate, to the extent practicable, any harmful effect that is known to UMA of any uses or disclosures of PHI that do not comply with the terms herein;
(vii) make available PHI in a Designated Record Set to User as necessary to satisfy User’s obligations under 45 CFR 164.524;
(viii) make any amendments to PHI in a Designated Record Set as directed or agreed to by the User pursuant to 45 CFR 164.526,
(ix) document such uses and disclosures of PHI and, upon User’s request, provide such information as would be required for User to account for disclosures of PHI as required under HIPAA;
(x) when UMA ceases to perform services for or on behalf of User, UMA will destroy all PHI received or if such destruction of PHI is not feasible, continue to abide by the terms set forth herein with respect to such PHI; and
(xi) UMA hereby agrees to comply with applicable state laws relevant to PHI.
(d) Privacy Rule.
14. REGARDING CHILDREN
UMA’s Services are not directed toward anyone under the age of 18. If User is under the age of 18, User may not create a user profile or register for the Services. If you are a parent or guardian who has discovered that your child has submitted his or her Personal Information without your permission or consent, UMA will take reasonable steps to promptly remove that information from UMA’s database at your request. To request removal of your child’s information, please Contact Us.
(a) Relationship Between The Parties.
(b) Compliance With Law.
(g) Governing Law.
(h) Force Majeure.
(i) Entire Agreement.
(j) Contacting Us. Contact Us.