Welcome to EMRgence, a state of the art electronic medical record platform. EMRgence provides its platform to you, subject to the following Terms and Conditions, which may be updated from time to time without notice to you.
By accessing, browsing, and using the EMRgence platform, you accept, without limitation or qualification, these Terms and Conditions. If you do not wish to be bound by these Terms and Conditions, you may not access or use the EMRgence platform.
EMRgence, which currently offers a fully functional electronic medical record platform, may add additional features to the current services, change or eliminate features, change nomenclature, and make other changes at any time which will be subject to these Terms and Conditions.
In order to use the platform, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service and/or telephony fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
You understand and agree that the platform may include certain communications form EMRgence, including service announcements and administrative messages, and that these communications are considered part of your registration, and you will not be able to opt out of receiving them.
Prices will be stated on each contract. Equipment prices, with or without customization of the platform, are a one-time charge. Ongoing activity prices are fixed for the Initial Term. Thereafter, EMRgence will provide Customer with written notice of any price changes at least 30 days prior to the effective date of such changes. In the event of such changes, Customer may terminate their service without termination liability by providing written notice to EMRgence no later than 30 days prior to the effective date of such changes; otherwise Customer will be billed according to the new prices and/or discounts beginning on the effective date of such changes.
In consideration of your use of the platform, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the EMRgence registration form, and (b) maintain and promptly update your data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or EMRgence has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, EMRgence has the right to suspend or terminate your account and refuse any and all current or future use of the platform, or any portion thereof.
You will receive a password and account designations upon completing the registration process. You are responsible for maintaining the confidentiality of the password and user identification, and are fully responsible for all activities that occur under your password or user identification. You agree to (a) notify EMRgence of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session. EMRgence cannot and will not be responsible for any loss or damage arising from your failure to comply with this section.
Delivery of Customer Premise Equipment
If the contract includes Customer Premise Equipment, EMRgence will schedule the delivery of the equipment in accordance with the mutually agreed delivery date specified in the contract. EMRgence will accommodate one Customer-requested delay in the delivery date specified in the contract not to exceed 30 calendar days from the delivery date specified in the contract.
EMRgence-provided software may be accessed on any computer located in or out of the Customers premises, with concurrent use based upon the number of 5-user licenses purchased pursuant to the EMRgence licensing Agreement.
EMRgence is made up of the following products or services: servers, firewalls, intrusion detection/prevention systems, and user authentication services. Within each of these services are several components that comprise the offering described below. These components may not be applicable to all services.
Implementation: Implementation is the process by which all equipment is tested, customer-specific data loaded, and equipment inventory checked for accuracy. This process helps to ensure dependability of the equipment and minimized onsite installation time. Implementation will be completed by EMRgence personnel.
Installation: EMRgence provides the installation of all hardware, software, and security devices to all customers.
Hardware and Software: Hardware and software (purchased by the Customer) includes the equipment and software needed to implement the platform that was designed specifically for the Customer.
Management and Monitoring: Management and monitoring are real-time service provided by EMRgence's Secure Network Operations Center Provider (SNOC), XO Communications. Services include: 24 hours per day, seven days per week ("7 x 24 x 365") proactive monitoring, change request support, network management, configuration management, customer reporting and alert notifications as deemed necessary. Depending on the product, different levels of management may be offered.
Hardware Maintenance: Hardware maintenance provides for the repair or replacement of device hardware in the event of hardware failure. Depending on the device, maintenance services may be provided by EMRgence, the hardware vendor, or a third party. Maintenance service options also vary by device and location.
Software Maintenance: Software maintenance required by the platform, including revision level upgrades, patches, bug fixes and anomaly support will be provided by EMRgence.
Responsibilities of EMRgence
EMRgence will design, implement, install, manage and monitor the hardware and software as required in the contract. EMRgence warrants that equipment will be in good working order and will conform to the requirements of the contract in effect on the date the platform is available to Customer. Customer's sole remedy for non-performance of the platform will be repair or replacement of the hardware or software by EMRgence at no additional charge to Customer.
Managed customers must adhere to the following requirements:
EMRgence must design the hardware and software to ensure all the managed devices are properly integrated into Customer's network and overall infrastructure.
Only EMRgence can have access to the configurations of all devices comprising the network. This level of control assures that EMRgence is the only entity able to make changes, and ensures configurations between devices will provide consistently functional connectivity.
Secure Web Portal Access
The XO Communications SNOC utilizes a secure web portal to communicate all Customer information. Customer will be provided a web (SSL) user ID and password to authenticate with the web portal.
You acknowledge that the EMRgence website, their platform, any underlying technology used in connection with EMRgence.com, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, the "Content") available within the EMRgence website are provided by EMRgence or third-party providers and are the copyrighted works of EMRgence and/or such third parties. Except as expressly authorized by EMRgence or such third parties in these Terms and Conditions, you may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Content or the Services, in whole or in part. You may not store any significant portion of any Content or the platform owned by, or licensed to EMRgence in any form, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Content or the platform on any other server.
Some links on the EMRgence website lead to sites posted by independent site owners. Because EMRgence has no control over these sites, EMRgence is not responsible for such sites' accessibility via the Internet and does not endorse products, services, or information provided by such sites. As such, EMRgence shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any User or other Content, goods, or services available on or through any other site. Further, the inclusion of these links does not imply that the other sites have given permission for inclusion of these links, or that there is any relationship between EMRgence and the linked sites. EMRgence is an independent operating company and reference to other companies do not imply any partnership, joint venture, or other legal connection where EMRgence would be responsible for the actions of their respective owners.
You may only access the EMRgence website and use the platform for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Services. You agree that you will not: (i) use the Services to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal, or international law or regulation, including, but not limited to, export control laws and regulations governing the transmission or retransmission of technical data from the United States; (ii) upload, post, e-mail, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another's privacy, hateful, or ethnically, racially or otherwise objectionable User Content; (iii) upload, post, e-mail, or otherwise transmit any User Content that you do not have a right to transmit; (iv) upload, post, e-mail, or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (v) alter, damage, or delete any Content or other communications that are not your own or to otherwise interfere with the ability of others to access or use the Services; (vi) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges; (vii) claim a relationship with or to speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship; (viii) upload, post, e-mail, or otherwise transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other users including, without limitation, "junk mail," "spam," "chain letters," or "pyramid schemes"; (ix) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (x) collect or store personal data about other users; (xi) reproduce, duplicate, copy, use, distribute, sell, resell, or otherwise exploit for any commercial purposes, any portion of EMRgence, the EMRgence channels or the Services, use of EMRgence websites, channels or the Services, or access to EMRgence websites, channels or the Services; (xii) harm minors in any way; (xiii) stalk or otherwise harass another; or (xiii) collect or store personal information about other users without their permission.
Disclaimer of Warranty
You agree that your access to the EMRgence website and your use of the platform is at your own risk. Neither EMRgence, nor its officers, directors, employees, affiliates, or agents warrant that the service will be uninterrupted or error-free. Nor do they make any warranty as to the results that may be obtained from the use of the service or as to the accuracy, reliability, suitability or content of the service.
The EMRgence platform is provided on an "as is," "as available" basis without representations or warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose or audience, and non-infringement. In no event will EMRgence or its directors, officers, employees, affiliates, or agents be liable to you or any third party for any incidental, indirect, special, or consequential damages (even if EMRgence has been advised of the possibility of such damages), arising out of your use of or inability to access the EMRgence platform, including without limitation, loss of revenue or anticipated profits, loss of goodwill, lost business, lost data, computer failure or malfunction, or any and all other damages or losses that result from mistakes, omissions, interruptions, deletions of files, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not limited to acts of god, communications failure, theft, destruction, or unauthorized access to EMRgence's records, programs, or services, because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such states EMRgence's liability is limited to the greatest extent permitted by law. Nothing in these Terms and Conditions shall affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from the negligence or fraud of EMRgence.
You agree to indemnify and hold EMRgence, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of User Content you submit, post to, email, or otherwise transmit through the platform, your use of the platform, your connection to the platform, or your breach of the Terms and Conditions.
EMRgence controls and operates the EMRgence website and platform from its headquarters in the United States and makes no representation that the Content is appropriate or available for use in other locations. If you use the EMRgence websites or platform from other locations, you are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials found on the EMRgence website and platform are solely directed to individuals, companies, or other entities located in the United States.
Modifications to the Service
EMRgence reserves the right at any time and from time to time to modify the EMRgence website, or the platform (or any part thereof) with or without notice. You agree that EMRgence will not be liable to you or to any third party for any such modification of the platform.
Cancellation / Refund Policy
Once a customer's server has been deployed, customization has begun, or customer personnel have received any level of training, cancellation of the customer's purchase contract is prohibited, and no refund will be issued.
You may discontinue your ongoing participation in and access to the platform at any time after fulfillment of the original contract terms. The Terms and Conditions will continue to apply to all past use of the platform by you, even if you are no longer using them. You acknowledge and agree that EMRgence and its affiliates may terminate or block your use of all or part of the platform without prior notice for any reason, including, without limitation, if EMRgence believes you have engaged in conduct prohibited by these Terms and Conditions. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the platform and may bar your access to the EMRgence platform and use of its services.
If your original contract included the purchase of computer hardware that is maintained at the EMRgence NOC location, you agree to allow EMRgence sixty (60) days (from your date of termination) within which to retrieve and return the purchased hardware to you. EMRgence is under no obligation to provide any technical support or services regarding the deployment of that server within your facility. If you choose to contract with EMRgence to assist in the re-deployment of the server at your facility, there will be a one time charge of $9,995 for said services.
The present agreement is governed by Florida state law and in the event of any doubt or disagreement about its interpretation or effects; the only competent authority will be the Florida Courts of Justice. Both parties expressly renounce any other jurisdiction that may correspond to them. If any litigation should arise, it must be settled in a court of law located within the confines of Lee County, Florida, USA.
By accessing the EMRgence website and platform, you agree to the above stated Terms and Conditions. This Agreement is entered into in the state of Florida and shall be construed in accordance with the laws of the state of Florida, exclusive of its choice of law rules. Each party to this Terms and Conditions submits to the exclusive jurisdiction of the state and federal courts having jurisdiction in Florida, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Any action to enforce this Terms and Conditions must be held in Lee County, FL,and the prevailing party will be entitled to costs and attorney fees. In the event that any provisions of these Terms and Conditions are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect. These Terms and Conditions and any posted guidelines or rules applicable to certain services within emrgence.com constitutes the entire understanding between the parties pertaining to the subject matter hereof, and any prior written or oral agreements between the parties are expressly canceled. Please report any violations of the Terms and Conditions to firstname.lastname@example.org.