TERMS OF SERVICE

LAST MODIFIED: AUGUST 12, 2020

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ANY MODIFICATION THERETO. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE WEBSITE. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT.

CEDRUSMED IS CONTROLLED, OPERATED, AND INTENDED FOR USE ONLY IN THE UNITED STATES OF AMERICA.

The use of the https://www.cedrusmed.us website or https://www.cedrusmed.com website, including all of its content, software, and services (the “Website” or “Service”), is conditioned upon the acceptance by you, without modification, of these terms of service (these “Terms”). CedrusMed, LLC, a Florida limited liability company and its affiliates and subsidiaries (“CedrusMed,” “we,” “us,” “our”) reserves any rights, privileges, or immunities not expressly granted under these Terms.

“You,” “Your” and “Users” shall refer to (1) all Health Service Providers (defined below) and their agents and employees who use the Service, and (2) any Patients (defined below) of such Health Service Providers.

ACCEPTANCE OF THESE TERMS

Acceptance of Terms. These Terms include CedrusMed’s Privacy Policy, which is incorporated by reference into these Terms. These Terms govern access and use of the Website. By accessing and using the Website, you certify that you have read and understand these Terms. By agreeing to these Terms on behalf of an organization, you certify that you have the authority of that organization to enter into these Terms. If you do not agree to these Terms, you must cease all use of the Website.

Change of Terms. CedrusMed reserves the right to change these Terms from time to time in its sole discretion. Your access and use of the Website constitutes your acknowledgement of, and agreement to, the updated Terms and will be subject to the most current version of the Terms posted on the home page of the Website at the time of such use. You should periodically check the “Terms of Service” link on the home of the Website to view the then-current Terms.

CHANGES TO THE WEBSITE & SERVICE INTERUPTION

CedrusMed reserves the right to modify, suspend or discontinue the Website including, but not limited to, hours of operation or availability of the CedrusMed Service or any feature, without any notice or liability. CedrusMed will not be liable to you or any third party should it exercise its right to modify, suspend or discontinue the Website. If you object to any such changes, your sole recourse will be to cease access to the Website, the Service and any content accessed through the Website.

CedrusMed uses commercially reasonable efforts to maintain the highest Service availability. However, CedrusMed cannot guarantee that the Service will operate in an uninterrupted or error-free manner. CedrusMed performs service maintenance and uses commercially reasonable effort to schedule system down-time to off-peak hours and to avoid service interruptions and delays.

COPYRIGHT, TRADEMARK AND PROPRIETARY INFORMATION

Content. The content of the Service includes: designs, text, graphics, images, document forms, information, logos, button icons, software, files, computer code, and other content (collectively, “CedrusMed Content”). All CedrusMed Content and the compilation (meaning the selection, arrangement, and assembly) of all CedrusMed Content are the property of CedrusMed or its licensors and are protected under copyright, trademark, and/or other laws.

Marks. CedrusMed reserves all intellectual property and proprietary rights in and to the Website. You acknowledge and agree that CedrusMed is the exclusive and rightful owner of, and shall retain all worldwide right, title and interest in and to all registered and unregistered, and any future registered, names, trademarks, trade dress, service marks, domain names and logos, or any derivation thereof, and all goodwill therein, of CedrusMed and its affiliates (“Marks”). Nothing contained in these Terms shall serve to transfer to you any ownership or proprietary interest in the Marks. You agree not to display or use in any manner the Marks without our prior permission.

Copyright. The works of authorship contained in the Website—including, but not limited to, all design, text, sound recordings and images—are owned, except as otherwise expressly stated, by CedrusMed and may not be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, uploaded, posted, framed, altered, stored for subsequent use, or otherwise used in whole or in part in any manner without CedrusMed’s prior written consent, except to the extent that such use constitutes “fair use” under the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then only with notices of CedrusMed’s proprietary rights.

Limited License Grant. We hereby grant you a limited, revocable, non-exclusive, license to access and use the Content solely for the use of the Services in accordance with these Terms. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable regulations and statutes is strictly prohibited.

MUTUAL CONFIDENTIALITY

Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). CedrusMed’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).

Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of these Terms. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of these Terms.

Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.

HIPAA

If you are a Health Service Provider (defined below) or Covered Entity pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), you are also subject to the terms and conditions of a Business Associate Agreement between you and CedrusMed, LLC. If you are a Patient (defined below), you may be subject to additional terms provided by your Health Service Provider.

Definitions.

“Business Associate” has the meaning as such term is defined in HIPAA.

“Health-Related Information” or “Protected Health Information” (collectively, “PHI”) means all individually identifiable health information, including demographic information and information related to an individual’s physical or mental health, the provision of health care to the individual, or the individual’s payment for the provision of health care, as such term is defined in HIPAA.

“Health Service Provider” means an entity that provides health-related services, including any Covered Entity, as such terms are defined in HIPAA.

“Patient” means an individual registered through or using the Service other than as a Health Service Provider, regardless of whether that individual has purchased or registered for the Service.

The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Service.

THE SERVICE AND IMPORTANT LIMITATIONS

Medical Advice. CedrusMed does not give medical advice. Any information and materials provided by CedrusMed are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. If you are a Patient, the Service may be used by your Health Service Providers, however, you assume full risk and responsibility for the use of any information, materials, and/or diagnosis you obtain from or through these Health Service Providers. If you are a Health Service Provider, you are solely responsible for the professional and technical services you provide. In addition, CedrusMed does not recommend or endorse any Health Service Provider or health-related products, items, or services.

Screening Users. CedrusMed does not screen its Users or verify information communicated through the Service, though CedrusMed reserves the right to monitor such information. CedrusMed does not have responsibility for the conduct of its Users, including the information posted by Users, medical advice provided by Users, or other information. Contact us at legal@cedrusmed.com to notify of us of inappropriate or illegal conduct or content you encounter on the Service.

No Third-Party Access. Except as required by law and described below, you will not permit any third party to have access to the Service using your account.

Health Service Provider Employee Access. Health Service Provider may allow their employees to use the Service on their behalf in compliance with these Terms. Health Service Providers remain solely responsible for the use of the Service by their employees, including any unlawful access to or use of the Service by their employees.   If you are a Health Service Provider using the Service, you agree that you are responsible for ensuring that Health-Related Information is properly protected under applicable law. The forgoing obligates you to ensure all login credentials are kept confidential and secure.

Training and Compliance. Health Service Providers agree to train all of their employees on the use of the Service, HIPAA or health privacy obligations, other appliable laws, and the requirements of these Terms and ensure that they comply with such requirements.

Patients’ Consent for Data Collection and Use.   If you are a Health Service Provider using the Service, you represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law, including HIPAA, before posting, transmitting or providing their Health-Related Information or PHI to the Service or initiating any payment transactions.

Electronic Signature. Health Service Providers may use the Service to obtain proper consents, authorizations, and releases from individuals by electronic signatures, you represent and warrant that your use of the electronic signature feature in the Service shall be in full compliance with applicable law, including HIPAA, the US Electronic Signatures in Global and National Commerce Act of 2000 and the Uniform Electronic Transactions Act of 1999.  Certain types of agreements and documents may be exempt from electronic signature laws (e.g. wills and agreements pertaining to family law) or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures. CedrusMed is not responsible or liable to determine whether any particular document is (i) subject to an exemption to applicable electronic signature laws, or (ii) whether it is subject to any particular agency promulgations, or (iii) whether it can be legally formed by electronic signatures.

Exporting Information from the Service. You are solely responsible for any Health-Related Information exported from the Service by you or your agents or by any third-party that you grant access to the Service with your credentials. If you are a Health Service Provider using the Service, you represent and warrant that you will export and subsequently use PHI only as permitted by HIPAA and applicable federal and state law.

Transferring Information into the Service. You may be able to transfer information from your or third-party data sources into the Service. If you are a Health Service Provider, you represent and warrant that you have all necessary patient authorization for such data transfers and that such data transfers will comply with HIPAA, industry regulations governing use of payment card data, and other applicable federal and state law.  If you are a Patient you represent and warrant that such information only relates to you and that you have all necessary rights to transfer the information into the Service.

Compulsory Information Disclosure. You will promptly notify us of any order or demand for compulsory disclosure of Health-Related Information if the disclosure requires access to or use of the Service. You will cooperate fully with us in connection with any such demand.

Data Retention. Health Service Providers are responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.

PHI PRACTICES

When we maintain or process PHI, as such term is defined by HIPAA, we comply with the terms of any business associate agreement we have entered into with Health Service Providers and the terms of HIPAA, to the extent applicable to Business Associates.

If you are a Health Service Provider, by using the Service:

  • You agree that you are a Covered Entity as defined by and governed by HIPAA;
  • You agree to enter into a business associate agreement with CedrusMed, available at the Website and incorporated by reference into these Terms; and
  • You agree to use the Service only as permitted by HIPAA and other applicable state and federal data privacy laws.

ACCOUNT VERIFICATION AND SECURE CREDENTIALS

Account Verification. If you register as a Health Service Provider, we may take steps to verify that you are in fact a Health Service Provider. You agree that we may terminate your account at any time if we are unable to determine or verify your credentials as a Health Service Provider.

Protecting Your Log-In Credentials. As a registered User, you will have log-in information, including a username and password. You will be responsible for all activity that occurs under your account and access credentials, and you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Service. You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify CedrusMed by e-mail to legal@cedrusmed.com. You will be solely responsible for the losses incurred by CedrusMed and others (including, if applicable, your Patients) due to any unauthorized use of your account.

ADDITIONAL PROVIDER TERMS AND CONDITIONS

If you are a Health Service Provider, you may have the option with the Service to post and obtain Patient consent to additional terms and conditions promulgated by your practice (“Provider Terms”).  As a Health Service Provider, you agree that:

  • the Provider Terms will not contain any provision that conflicts with these Terms;
  • in the event of any conflict or perceived conflict between these Terms and the Provider Terms, these Terms shall prevail over any Provider Terms; and
  • Provider Terms shall include (i) a express statement that CedrusMed is not a party to the Provider Terms and (ii) an express waiver of liability in favor of CedrusMed.

USER CONTENT DISCLAIMERS, LIMITATIONS, AND PROHIBITIONS

CedrusMed does not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by Users. You accept that any reliance on material posted by other Users will be at your own risk. By using the Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.

You agree to use the Service only for its intended purpose and in an authorized manner. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. Without limiting the foregoing, the following uses of the Service are expressly prohibited. You may not:

  • attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Service, user accounts, or the technology equipment supporting the Service;
  • obtain or attempt to obtain unauthorized access to the Service;
  • attempt to interfere with the proper working of the Service;
  • alter or modify the content of the Service;
  • create derivative works or improvements from the Service;
  • use data mining, robots, or other data gathering devices on or through the Service;
  • post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
  • sell, transfer, or assign any of your rights to use the Service to a third party without our express written consent of CedrusMed;
  • frame or link to the Service without permission;
  • post advertising or marketing links or content;
  • use the Service in any unlawful, fraudulent, misleading, obscene, harmful, threatening, harassing, defamatory or hateful manner, that invades the privacy of any third party, for any unlawful purpose, or in any manner inconsistent with these Terms;
  • use the Service in an illegal way or to commit an illegal act in relation to the Service or that otherwise results in fines, penalties, and other liability to CedrusMed or others;
  • use the Service in violation of applicable laws or regulations;
  • access the Service from a jurisdiction where it is illegal or unauthorized;
  • use the Service or Marks in a manner that infringes, violates or misappropriates CedrusMed’s, its affiliates’ or a third party’s intellectual property rights;
  • remove, obscure, make illegible or alter any original copyright or other notices or indications placed on the Service.

CONSEQUENCES OF VIOLATING THESE TERMS

We reserve the right to suspend or terminate your account and prevent access to the CedrusMed Service for any reason, at our discretion. We reserve the right to refuse to provide the CedrusMed Service to you in the future.

We may, but are under no obligation to, review and remove any user content at any time for any reason, including for activity which, in our sole judgment: violates these Terms of Use; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, Users of the Service.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms of Use and your use of the Service.

USER DISPUTES; CONTENT ACCURACY

User Disputes. We are not responsible for any disputes or disagreements between You and any third party with whom You interact using the Service. We are also not responsible for disputes or disagreements between any Health Service Provider or Patient. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You hereby release CedrusMed of all claims, demands, and damages in disputes among Users of the Service. You also agree not to involve us in such disputes.

Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service, including Health-Related Information. Use the Service at your own risk.

PAYMENT TERMS

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Purchase Orders. The prices, features, and options of the Services depend on the purchase order selected by you. CedrusMed does not guarantee that your particular order will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular order without notice, provided that such changes shall not take effect until your next applicable term of such order. You agree that any purchase orders are for administrative/finance purposes only and that any non-administrative/finance terms (including, but not limited to legal, security, or privacy) contained in its purchase order(s) do not apply to its purchase or use of the Service.

Payment. You must pay all fees as specified on the order, but if not specified then within thirty (30) days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, excise, VAT, GST and other similar taxes or levies. These Terms contemplates one or more orders for the Service, which orders are governed by these Terms.

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Taxes. You will not deduct any applicable taxes from the payments to CedrusMed, except as required by law. If such deduction is required by law, you will increase the amount payable as necessary so that after making all required deductions and withholdings, CedrusMed receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.

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No Refunds. Order fees (and any other fees associated with the Service) are non-refundable and non-creditable, except where required by law. CedrusMed purchase order may be cancelled, and such cancellations take effect at the end of your then-current purchase order term (for example, if you are on a paid monthly order the cancellation will take effect the following month, but if you are on a paid yearly order the cancellation will take effect the following year). Once your cancellation is effective, you will lose access to the Service. If you don’t pay for your purchase order(s) on time, we reserve the right to suspend you or remove your access to the Service.

Late Fees & Collection Costs. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse CedrusMed for any costs or expenses incurred by CedrusMed to collect amounts that remain unpaid after the due date. Amounts due to CedrusMed may not be withheld of offset by you against amounts due for any reason.

TERM AND TERMINATION

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Term.   These Terms are effective until all purchase order terms for the Service have expired or are terminated as expressly permitted herein.

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Term and Renewals. You agree to pay all applicable payments and fees for the entire purchase order. Customer cannot cancel or terminate a purchase order except as expressly permitted by “Termination for Cause” section indicated below. If no start date is specified on the applicable order form, the subscription starts when you first obtains access to the Service. Each term will automatically renew for additional successive periods equal to the initial order (e.g. if you have an annual plan then the subscription will renewal for an additional 12 month term, if you has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Pricing for any term renewal, new order form, or order form changes will be at CedrusMed’s then-applicable rates.

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Suspension of Service. CedrusMed may suspend your access to the Services if (i) your account is overdue, (ii) you have breached any portion of these Terms, or (iii) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Service. CedrusMed will have no liability for taking action as permitted above.

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Termination for Cause. Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; or (ii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).

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Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) your rights terminate and you must promptly: (a) stop use of the Service; (b) delete (or, at CedrusMed’s request, return) any and all copies of any CedrusMed code, documentation, passwords or access codes, and any other confidential information in your possession, custody, or control; and (ii) your right to access any data in the Service will cease and CedrusMed may delete the data at any time after thirty (30) days from the date of termination and as provided for by applicable law. If CedrusMed terminates these Terms for cause as provided in “Termination for Cause” section above, any payments for the remaining portion of the term will become due and must be paid immediately by you. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

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DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CEDRUSMED, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (COLLECTIVELY THE “RELEASED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU, YOUR EMPLOYEES, AGENTS, OR AFFILIATES, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CEDRUSMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

YOU FURTHER AGREE THAT CEDRUSMED SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH LOSS OF DATA, ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, COMMUNICATIONS LINE FAILURE, FILE CORRUPTION, OR USE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF CEDRUSMED, ALL IN IRRESPECTIVE OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, EVEN IF CEDRUSMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF CEDRUSMED CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, losses, damages, liabilities, actions, demands, and costs, including without limitation reasonable legal and accounting fees, arising out of third-party claims resulting from (i) your breach of these Terms or Service; (ii) Your uploaded to the Service; (iii) you infringement of any third-party U.S. or international trademark, copyright, patent or trade secret right; (iv) any activity on the Service under your log-in credentials, (v) any unauthorized access to or use of Patient information under your control; (vi) any advice, treatment, or diagnoses you have provided through the Service; and (vii) any bodily injury, including death, of a third-party caused by your negligence, recklessness, or willful misconduct. We shall provide notice to you promptly of any such claim, suit, or proceeding.

NOTICES

Any notice or communication under these Terms must be in writing. You must send any notices under these Terms (including breach notices) to CedrusMed at the following address, legal@cedrusmed.com, and include “Attention: Legal Department” in the subject line. CedrusMed may send notices to the email addresses on your account or, at CedrusMed’s option, to your last-known postal address. CedrusMed may also provide operational notices regarding the Service or other business-related notices through conspicuous posting of the notice on the Service website. Each party consents to receiving electronic notices. CedrusMed is not responsible for any automatic filtering you or your network provider may apply to emails.

GENERAL TERMS

These Terms constitute the entire agreement between you and CedrusMed concerning your use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable or invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. You acknowledge that each order form only permits use by and for the legal entity or entities identified in the order form(s) as the User, and not any of your affiliates. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

 

Access to or use of the Service shall not be construed as CedrusMed’s purposeful availment of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of Florida. These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law provisions. Additionally, any claims brought against CedrusMed shall be governed by and construed in accordance with the laws of the State of Florida. Sole and exclusive jurisdiction for any action or proceeding arising out of, or related to, these Terms, or use of the CedrusMed Service, shall be in the state or federal courts located in the State of Florida. You hereby irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any action in Miami, Florida. All actions, issues, matters, and disputes concerning these Terms shall be tried by a judge in a non-jury trial. If any legal action, dispute, or other proceeding arises or is commenced to interpret, enforce or recover damages for the breach of these Terms, the prevailing party shall be entitled to recover from the non-prevailing party all of its fees and costs in connection therewith, including, without limitation, its attorneys’ fees and costs and costs of suit.

PRIVACY POLICY

Our Privacy Policy details how we collect and use your information. Please review our “Privacy Policy” page if you would like to know more about how we collect, use, and treat your information.

COOKIES

In most cases, our website uses cookies. You agreed to use cookies in agreement with our Privacy Policy. You can read more on our “Privacy Policy” page.

CONTACT

If you have any questions about these Terms Of Service, please contact us at legal@cedrusmed.com.