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TOLMARSYNC TERMS OF USE
Please read these Terms of Use carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Product, you agree to comply with and be bound by these Terms of Use.
Please note: Section 16 of these Terms of Use contains an arbitration clause that applies to all Licensees. This provision applies to all disputes with Careform LLC or TOLMAR as they relate to these Terms of Use. It affects how disputes with Careform LLC or TOLMAR are resolved. By accepting these Terms of Use, you agree to be bound by this arbitration clause. Please read it carefully.
Please note: These Terms of Use do not replace or change the HIPAA Business Associates Agreement (BAA) currently in place between your practice and Careform LLC.
These Terms of Use contain an exclusive jurisdiction clause, an arbitration clause, indemnification obligations, disclaimers of warranties and limitations of liability. Please review these Terms of Use in their entirety.
THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU ("Licensee", “you”, “your”) AND CAREFORM LLC, LP AND CAREFORM LLC (collectively, "Careform LLC", “we”, “our”). BY USING THE CAREFORM LLC WEB PORTAL OR TOLMARSYNC SOFTWARE AND/OR SERVICES (“PRODUCT”) AND/OR ACKNOWLEDGING ANY ACCEPTANCE OF THESE TERMS OF USE, YOU ACCEPT AND AGREE TO THESE TERMS OF USE.
Careform LLC reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Your continued use of the Product after the posting of changes to these Terms of Use will mean you agree to abide by those changes. Any amendment to these Terms of Use by you must be agreed to by Careform LLC in writing.
Program Enrollment/Product License
Careform LLC may create, from time to time, updated versions of the Software. Careform LLC reserves the right to make changes to or improvements in any aspect of the Software at any time without prior notice to Licensee and without an obligation to supply such changed and/or improved Software to Licensee.
DISCLAIMERS OF WARRANTY AND LIABILITY.
Licensee expressly acknowledges and agrees that use of the Product is at Licensee's sole risk. The PRODUCT is provided "AS IS" and without warranty of any kind and CAREFORM LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CAREFORM LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION AND RESULTS OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAREFORM LLC OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Moreover, CAREFORM LLC DOES NOT WARRANT AND EXPRESSLY DISCLAIMS ANY WARRANTIES THAT THE EXERCISE OF LICENSE RIGHTS PURSUANT TO THIS AGREEMENT WILL NOT INFRINGE ANY CURRENT OR FUTURE INTELLECTUAL PROPERTY RIGHTS OWNED BY PERSONS OTHER THAN CAREFORM LLC. Careform LLC makes no representation regarding the possibility of any such infringement by use of the Product, either alone or when combined with products other than the Product. The parties hereby agree that Careform LLC has no duty to investigate or to warn Licensee of any such possibility of infringement by use of the Product when used alone or when combined with entities other than the Product.
CAREFORM LLC AND TOLMAR AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, WILL NOT BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE PRODUCT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE UNDERSTANDS THAT ANY SERVICES (INCLUDING SUPPORT) AND OTHER MATERIALS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. LICENSEE WILL REVIEW, MODIFY AND VALIDATE ALL INFORMATION FOR CLINICAL AND OTHER CORRECTNESS AND APPROPRIATENESS IN YOUR ENVIRONMENT BEFORE ANY USE. CAREFORM LLC AND TOLMAR AND ALL OTHERS ASSOCIATED IN ANY WAY WITH THE PRODUCTS HAVE NO RESPONSIBILITY FOR MEDICAL CARE PROVIDED (OR ANY FAILURE OR OMISSION TO PROVIDE CARE) TO ANY PATIENT IN YOUR SYSTEM EVEN IF SUCH PRODUCT IS USED IN CONNECTION WITH SUCH CARE, AND INSTEAD LICENSEE WILL BE SOLELY RESPONSIBLE FOR SUCH CARE. LICENSEE HEREBY AGREES TO WAIVE ANY CLAIMS YOU MAY HAVE AGAINST CAREFORM LLC AND TOLMAR AND ALL OTHERS ASSOCIATED WITH THE PRODUCTS WITH RESPECT THERETO. CAREFORM LLC MAY REQUIRE LICENSEE TO AGREE TO ADDITIONAL TERMS IN ORDER TO ACCESS ADDITIONAL FUNCTIONALITY IN THE PRODUCTS.
Licensee may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or other malicious code, intended to damage or interfere with the proper working of the Products or to surreptitiously intercept or expropriate any system, data or information from the Products. Licensee may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, "spam" or any other such unsolicited overload technique.
You recognize that, although the Internet can be accessed from anywhere in the world, the Software is located in the Commonwealth of Pennsylvania, United States of America, and that when you access the Software, you are doing so in the Commonwealth of Pennsylvania, United States of America. This Agreement and these Terms of Use shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Pennsylvania without giving effect to any principles of conflict of law and the federal laws of the United States of America. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THESE TERMS OF USE, OR THE BREACH THEREOF, BROUGHT BY YOU SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THERE IS NO JUDGE OR JURY IN ARBITRATION. HOWEVER, AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT. LICENSEE FURTHER AGREES THAT ANY ARBITRATION ACTION BROUGHT BY YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THESE TERMS OF USE OR THE PRODUCT SHALL BE FILED ONLY IN ALLEGHENY COUNTY, PENNSYLVANIA, AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION AND VENUE IN ALLEGHENY COUNTY, PENNSYLVANIA.
Headings are for reference purposes only. Careform LLC’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable materials. Specifically, if permitted as set forth herein, you agree to comply with all applicable laws regarding the transmission of technical or other data exported from the United States or the country in which you reside. These Terms of Use, and any web pages or other documents incorporated by reference, set forth the entire understanding and agreement between us with respect to the subject matter hereof. Careform LLC and Licensee hereby agree that TOLMAR is an intended and express third party beneficiary to this Agreement.
Careform LLC, LP
6000 Park Lane Drive
Pittsburgh PA 15275
Licensee should print a copy of these Terms of Use for your records. Please note, however, that these Terms of Use may be updated and amended by us from time to time as provided herein.
August 23, 2018
Version 1.0
EXHIBIT A
ADDITIONAL TERMS