MedicalMine, Inc., a California corporation (“we,” “us,” “our,” or “MedicalMine”) is a maker of ChARM suite of products. ChARM Connect is a Healthcare Communication Platform hosted at charmtracker.com/connect (“ChARM Connect Service”) and associated mobile applications among others (collectively, the “Services”).
You must be at least 18 years of age to enter into this binding agreement. If you are not at least 18 years old or you do not agree to each of these Terms of Service, you are prohibited from and must not access or use any of our Services.
Under no circumstances, may our Services be used by a child under 13 years of age.
You may use the service for enabling communication and collaboration among your practice members. You can create personal and group social walls and post messages to participating members. You can administer the user accounts and configure policies. Data that is shared to you, and data that you share with others using this service is entirely the responsibility of you. MedicalMine has no role whatsoever on the nature and content of data being shared other than being an exchange and hosting provider.
You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time, and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that MedicalMine will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
We may modify these Terms of Service at any time within our sole discretion and will notify you by electronic mail or by publishing the changes on our website.
Upon acceptance of these Terms of Service, you will need to sign up for a user account prior to your access or use the Services. You agree to: a) provide true, accurate, current and complete information about yourself as prompted during the sign up process; and b) maintain and promptly update that information so that it is at all times true, accurate, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if MedicalMine has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, MedicalMine may terminate your user account and refuse current or future use of any or all of the Services.
You will implement and maintain appropriate administrative, physical and technical safeguards to protect information. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your staff to transmit, store and process electronic health information through the use of ChARM Connect Services.
You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Services, and you will take such action to mitigate the breach or suspected breach as MedicalMine may direct, and will cooperate with us in investigating and mitigating the breach.
The Service may include certain communications from MedicalMine, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to protect your privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
ChARM Connect service is subscription based monthly or yearly. Subscription pricing is available on our web site and any changes in pricing will be duly informed to you and updated in our web site. Invoice will be generated at the start of every month. The subscription fee will be charged to the Credit Card last used by you. If you would like the payment to be charged to a different Credit Card or if you do not wish to continue with the subscription, you agree to inform us at least seven days prior to the invoice date. In the event of termination of the subscription, you will be charged subscription fee till the month when termination notice is issued. MedicalMine reserves the right to change the subscription fee and to charge for use of Services that are currently available free of charge. Information on the subscription options and charges for all paid Services is available on our website. Payment from your credit card will be processed on the first day of the next month. You may be able to use the Service for free as described in our pricing policy. Security method for the transmission of payment data from client to server is by using https, with SSL certificate issued from Equifax Secure Certificate Authority.
You shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; or (v) use the Services for spamming and other illegal purposes.
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
We reserve the right to terminate user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination by email and you will be advised to back up your data within the stipulated time. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. When you submit content to MedicalMine, you grant MedicalMine a worldwide, royalty-free right to access, use, copy, store, transmit, host, reproduce, display, perform, adapt, modify, reformat, publish or distribute the content created by you or stored in your user account for the purpose of providing the Service.
For purposes of these Terms of Service, "Intellectual Property Rights" shall mean any and all proprietary rights of any kind, tangible or intangible, now known or hereafter existing, including without limitation copyrights, neighboring rights and moral rights; trade secrets; trademarks; patents; other industrial property rights; other legally protectable elements and contributions; collective and derivative works; and all registrations, and applications thereof now or hereafter in force in any jurisdiction throughout the world.
Except for the content you submit as described above, as between you and us, MedicalMine owns all right, title and interest in and to our Services, including all Intellectual Property Rights. MedicalMine grants you a limited, nonexclusive, non-sub-licensable, nontransferable and revocable license to access and make use of MedicalMine’s Services as reasonably necessary under these Terms of Service. You do not acquire any rights, express or implied, in the Services other than the license expressly granted under these Terms of Service.
You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the Internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that MedicalMine will have the right to block access to or remove such content made available by you, if MedicalMine receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by MedicalMine for this purpose.
ChARMTracker, ChARMTracker logo, the names of individual Services and their logos are trademarks of MedicalMine. You agree not to display or use, in any manner, the MedicalMine trademarks, without MedicalMine’s prior permission.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. MEDICALMINE MAKES NO REPRESENTATION OR WARRANTY AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MEDICALMINE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM MEDICALMINE, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY.
YOU AGREE THAT MEDICALMINE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF MEDICALMINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH MEDICALMINE RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL MEDICALMINE'S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
You agree to defend, indemnify and hold harmless MedicalMine, its officers, directors, employees, suppliers, and affiliates, from and against any and all claims, demands, actions, proceedings, suits, liabilities, losses, damages, penalties, fines and expenses (including attorney's fees and costs) arising out of or relating to your use of the Services, including without limitation any claims that you have used the Services in violation of another party's rights, in violation of any law, or in violation of any provisions of the Terms of Service.
Any controversy or claim arising out of or relating to the Terms of Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, MedicalMine may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
If any action or proceeding, including without limitation arbitration, is brought for the enforcement of, or because of an alleged dispute, breach or default in connection with any of the provisions of these Terms of Service, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to firstname.lastname@example.org within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms of Service and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account.
Unless otherwise provided in these Terms of Service, any notice required or permitted under these Terms of Service shall be given by you to MedicalMine in writing and shall be deemed effectively given as follows: (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile or electronic mail, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first-class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one (1) business day after delivery to such carrier. All notices shall be addressed to MedicalMine at the address as follows, or at such other address as MedicalMine may designate by written notice to you:
MedicalMine, Inc. Attn: Client Services 4141 Hacienda Drive Pleasanton, California 94588
You agree to provide us advance written notice of any change to your information, including without limitation the information you provided on your enrollment form or otherwise while signing up for a user account and your contact information, e.g., your e-mail address, mailing address, phone number and/or facsimile number.
You agree that we may communicate with you electronically by way of e-mail to the e-mail address you provide to us or by way of posting notices on our website. 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.
The failure of either party to enforce any provision of these Terms of Service or to act with respect to a breach by the other party of these Terms of Service shall not be deemed a waiver of such provision, the right to act with respect to subsequent or similar breaches, or the right to enforce such provision.
If any provision of these Terms of Service is held to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions hereof, and any part of such provision not held invalid or unenforceable shall remain in effect.