Legal Documents

Important: Please read this agreement (“agreement”) carefully before using the system.  We are willing to grant a license to use the system to you as the company, legal entity, or individual that desires to use the system only on the condition that you accept all of the terms of this agreement. This is a legal and enforceable contract just like any other written negotiated agreement you sign.  by: (a) clicking the “sign up” button on the order form; (b) clicking the “i agree” or “accept” button; or (c) through the use or continued use of the system; you are agreeing to the terms and conditions of this agreement. If you do not agree to these terms and conditions of this agreement, click the “decline” button, make no further use of the system and contact our customer service, using the contact details in section 17.6 of this agreement.

End user license agreement

This Agreement is entered into by and between ZH Healthcare Inc., a Bethesda Company, any and all of ZH Healthcare Inc., (“We”, “Us” or “Our”) and you (“You” or “Your”) as a User of our on-line System.   You and We are individually referred to herein as the “Party” and collectively as the “Parties.”  In the event you have purchased a subscription or license to use the System through an Authorized Reseller, the Authorized Reseller shall also be considered a Party to this Agreement.

Section 1

Definitions

Throughout this Agreement all capitalized terms shall have the meanings ascribed them in this Section 1 or as indicated elsewhere herein. Capitalized terms not expressly defined in this Agreement shall have the meanings given to them in HIPAA, as the same may, from time to time, be amended and modified

“Authorized Reseller” means a third party that is authorized by Us to resell access to the System and/or a branded white label version thereof.“Authorized Workforce” means those members of Your Workforce who are individually authorized by You and to whom the System has assigned a User ID to have access and to use the System solely for the purposes provided here under.

“Confidential Information” means any information concerning Our business, financial affairs, current or future products or technology, trade secrets, workforce, customers, or any other information that is treated or designated by Us as confidential or proprietary, or would reasonably be viewed as confidential or as having value to Our competitors.  Confidential Information shall not include information that We make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by You. Confidential Information does not include individuals’ health information.

“De-identified Health Information” means health information that has been de-identified in accordance with the provisions of HIPAA codified at 45 CFR Part 160 (more commonly known as the “Privacy Rule”), and “De-Identify,” with respect to health information, means to make such health information into De-identified Health Information.“De-Identified Information” means De-Identified Health Information and De-Identified Personal Information.

“De-Identified Personal Information” means personal information from which a User’s name and other identifiers unique to the User have been removed, and from which the User cannot reasonably be identified; and “De-Identify” with respect to Personal Information, means to make it into De-Identified Personal Information.

“HIPAA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule and the Security Rule.

“Health Information Technology for Economic and Clinical Health (HITECH) Act” means the Technology for Economic and Clinical Health Act of 2009, and regulations promulgated thereunder.

“Patient Portal” shall mean the portal accessed by your patients through www.mydocsportal.com, as further defined in Section 3.10 below.

“Personal Information” means information that identifies You personally as a User of the System, and all information concerning You and Your use of the System that is not Protected Health Information.

“Policies and Procedures” means our rules, regulations, policies and procedures for access to and use of the System, as changed from time to time, and as posted electronically on the Website or in the System.

“Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.

“Protected Health Information” has the meaning given it in the Privacy Rule, and includes all individually identifiable health information concerning Your patients that You provide or input into the System.

“Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information, as codified at 45 CFR part 160 and part 164, subparts A and C.

“Services” means the services, in connection with the System for which You have registered and to which You have been granted access in accordance with this Agreement and which may include e-Prescription Service, Lab-Information Services, Advanced Billing Module, Clearing House Service, Electronic Medical Records Service, Patient Portal and other services, whether provided directly by Us or a Third-party provider.

“System” means the electronic communication network, including all (i) hardware supplied by Us, (ii) software used or supplied by Us, and (iii) any such hardware and software installed or accessed at Your Location(s), and (iv) all documentation, whether hardcopy or electronic, supplied by Us in connection with the System.

“Term” means the initial term and all renewal terms, if any, of this Agreement as provided in Section 16.

“User” means a unique individual authorize by You or Us to use the System with a unique User ID.

“User ID” means a unique User identification assigned to an individual User pursuant to Section 3.7.

“Website” shall mean the world wide website through which you access the Services and Systems.

“Workforce” means directors, officers, employees, agents, representatives and any third parties in Your organization.

“Your Health Information” means Protected Health Information that You or Your Workforce, (i) enter into the System, (ii) remove from the System, or (iii) otherwise review, modify, change, or alter while Using the System.

“Your Location(s)” means the location(s)/address(es) You provide to Us and such other location(s)/address(es) as We may, in our sole discretion and from time to time, approve.

Section 2

Use OF Services

• Use.     We grant to You and You accept from Us, a non-exclusive, personal, non-transferable, limited right to access and use the System, and a non-exclusive, personal, non-transferable, limited license to use any computer software furnished by Us for access to or use of the System, for the purpose of utilizing the Services during the Term, subject to Your full compliance with the terms and conditions set forth in this Agreement and with our Policies and Procedures.  At no time will You be permitted to: (a) use the System for time-sharing, rental or service bureau purposes; (b) make the System, in whole or in part, available to any other person, group, entity or business; (c) copy, reverse engineer, decompile or disassemble the System, in whole or in part, or otherwise attempt to discover the source code to the software Used in the System; or (d) modify the Services or the System or associated software or combine the Services or the System with any other software or services not provided or approved by Us. Any prohibited use of the System, as provided above and as otherwise under the law shall result in the immediate termination of this Agreement. You agree and acknowledge that,  except for the limited rights of access to and use of the System expressly granted by this Agreement, at no time do any rights appertain to the System transfer to You, and that We and our third-party providers retain all ownership rights in and to the System.
•   Third Party Software and Services.    The System includes certain third-party software and services as provided in Section 11, which may require that You enter into separate subscription or licensing agreements with third-party vendors. We may also make available optional services provided by third parties, including but not limited to, electronic prescribing, clinical laboratory exchange/reporting services, integrated voice response systems, payment gateway services, clearing house services and others. You agree to comply with, and upon request to execute, such agreements as may be required for the use of such software or services and to comply, at all times relevant hereto, with the terms of any license or other agreement relating to third-party products included in the System or made accessible to You through Your access to or use of the System. Your use of the System or of such third-party products or services will constitute Your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use. Your violation of any such third-party product or service licensing or other agreements shall constitute a material breach of this Agreement.

Section 3

Access to the System

• Verification.    You agree that Your use of the System is subject to verification by Us of Your identity and credentials as a medical or health care practitioner and to Your ongoing qualifications as such. You agree that We may use and disclose Your Personal Information for such purposes, including (without limitation) making inquiry of third parties concerning Your identity and professional and practice credentials. You authorize such third parties to disclose to Us such information as We may request for such purposes and You agree to hold them and Us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that We may terminate Your access to or use of the System at any time if We are, for any reason, unable at any time to determine or verify Your qualifications or credentials.
• Clinical Support Information.  We may provide information to assist You in clinical decision-making. This may include information and reminders concerning drug interactions, allergies, dosages, as well as general health-care related information and resources. We may also provide forums for Our Users to exchange information. The information and materials available on the Website are for informational and educational purposes only and are not intended to and do not in any way constitute professional advice, diagnosis or treatment, and do not and should not be used as a substitute for Your professional judgment. Information may be placed on the Website by Us and by third-parties beyond Our control. We are not responsible for the accuracy or completeness of information available from or through the Website. You are not permitted to use Our Website to advise, diagnose, or otherwise treat Users of the Website. You assume full risk and responsibility for the use of information You obtain from or through the Website, and You agree that ZH Healthcare,Inc. is not and shall at no time be held responsible or liable, and You will defend, indemnify and hold us harmless, for any claim, loss, or liability arising from the use of any information on the Website. You agree to review the definitions, functionality, and limitations of the System, and to make an independent determination of their suitability for Your use. We and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the System for any purpose.
• Safeguards.
• You will implement and maintain appropriate administrative, physical and technical safeguards to protect Protected Health Information within the System from access, use or alteration at Your Location(s) or by the misuse or falsification of a User ID assigned to You or Your Workforce. 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 Your Locations(s), as well as all personnel, systems, and administrative processes used by You or Your Workforce to transmit, store and process the Protected Health Information or any other electronic health information through the use of the System.
• You will immediately notify Us of any breach or suspected breach of the security of the System of which You become aware or of which You should be aware, or any unauthorized use or disclosure of information within or obtained from the System, whether that information is Protected Health Information or otherwise, and You will take such action to mitigate the breach or suspected breach as We may direct, and will cooperate with Us fully in investigating and mitigating the breach. Your failure to timely cooperate shall be considered a material breach of this Agreement.
• Location of Access. You and Your Workforce are authorized to access the System solely from Your Location(s), and from other locations from which You have received approval in writing from Us to access or use the System.
• Compliance.You will comply with the terms of this Agreement, our Policies and Procedures, and all applicable laws and regulations, including, but not limited to, HIPAA. You will be solely responsible for the use of the System by You and Your Authorized Workforce, and shall indemnify and defend Us and hold Us harmless from any claim, cost or liability arising from such use, including reasonable attorneys’ fees.
• User Identification. We authorize You and Your Authorized Workforce to use the User IDs assigned to You by the System. You acquire no ownership rights in any User ID, and User IDs may be revoked or changed at any time in our sole discretion.  You will adopt and maintain reasonable and appropriate security precautions for User IDs to prevent their disclosure to or use by unauthorized persons, groups, entities and/or businesses. Each member of Your Authorized Workforce shall have and use a User ID. You will use Your best efforts to ensure that no member of Your Authorized Workforce uses a User ID assigned to another person.
• No Third-Party Access. Except as required by law, You will not permit any third party (other than Your Authorized Workforce) to have access to the System or to use the Services without Our prior written consent, which consent may be withheld in our sole discretion. You will promptly notify Us of any order or demand for compulsory disclosure of any Protected Health Information or other health information. You will cooperate fully with Us in connection with any such demand.
• Your Authorized Workforce.
• You may permit Your Authorized Workforce to use the System and the Services, subject to the terms of this Agreement. You will:
  • Obtain a unique User ID from the System for each member of Your Authorized Workforce prior to first-time access or use;
  • Train all members of Your Authorized Workforce in the obligations and requirements of this Agreement and the Policies and Procedures and other requirements relating to their access to and use of the System and the Services, and ensure that they comply with such requirements and applicable laws on an on-going basis;
  • Take appropriate disciplinary action against any member of Your Authorized Workforce or any other individual of Your Workforce who violates the terms of this Agreement or the Policies and Procedures, including but not limited to, temporary suspension from access to and use of the System and Services for a first violation and permanent denial of access and use upon any subsequent violations;
  • Ensure that only You and Your Authorized Workforce access the System from Your Location(s); and
  • Immediately notify Us of the termination of employment of any member of Your Authorized Workforce, or of Your withdrawal of authorization for any such person, group, entity and/or business to access or use the System.
• Patient Portal. You may make general health information available to Your patients through the Patient Portal. You are solely responsible for the information that You make available through the Patient Portal, for granting access rights to Your patients and for revoking access rights. You agree that You will not use the Patient Portal to make available the health information of any person under the age of eighteen (18) years of age or where applicable federal, state or local law prohibits such disclosure. Personal health record information of patients will be held as part of the health record that We maintain for You, and will be subject to the terms of this Agreement and other agreements We are required to enter into by applicable law.
• Forums. We may offer forums for the exchange of information among Our Users. You agree to comply with all applicable forum rules and the Policies and Procedures. In particular, You understand that We do not assure the accuracy, reliability, confidentiality or security of information made available through the use of such forums. You acknowledge that any information You post in a forum or discussion group is available to other forum members, third parties and the public, and may result in Your receiving communications from others outside the Website. You are responsible for safeguarding the privacy of Your and Your patients’ personal information when You participate in forums, discussion groups and other online media. You agree not to disclose individually identifiable health information, including Protected Health Information, through such forums.
•  Compliance with Applicable Law. Subject to the provisions of this Agreement, You are solely responsible for ensuring that Your use of the System and the Services (including making health information available through the System) complies with applicable federal, state and local law, including, but not limited to, HIPAA. You will not undertake or permit any unlawful use of the System, or take any action that would render the operation or use of the System by Us or any other User unlawful.  We offer no assurance that Your use of the System and the Services under the terms of this Agreement will not violate any law or regulation applicable to You.
•  Professional Responsibility. You will be solely responsible for the professional and technical services You provide. We make no representations concerning the completeness, accuracy or utility of any information in the System or concerning the qualifications or competence of individuals who placed it there.  We have no liability for the consequences to You or Your patients of Your use of the System or the Services, and You will indemnify, defend and hold Us harmless from any claims arising from the same.
• Cooperation.You will cooperate with Us promptly in the administration of the System, including providing reasonable assistance in evaluating the System and collecting and reporting data requested by Us for purposes of administering the System at any time such assistance shall be requested.  Any such data shall be deemed Our sole and exclusive property.
• Indemnification. You agree to indemnify, defend, and hold harmless Us and other Users, and Our and their affiliates, officers, directors, agents, and representatives from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of: (a) the use of the System by You or Your Authorized Workforce; (b) any breach by You or Your Authorized Workforce of any obligations, representations, warranties or agreements contained in this Agreement; (c) the actions of any person gaining access to the System under a User ID assigned to You or a member of Your Authorized Workforce; (d) the actions of anyone using a User ID, password or other unique identifier assigned to You or any member of Your Authorized Workforce that adversely affects the System or any information accessed through the System; and (e) Your negligence or willful misconduct, or that of any member of Your Workforce and/or Your Authorized Workforce.

Section 4

Use of Information

• •  Purpose of System. The purpose of the System is to store Your Protected Health Information and (i) to make it available to You and Your Authorized Workforce; (ii) to facilitate the sharing of Protected Health Information among Users, and (iii) to make health information available to Your patients through the Patient Portal.  You may make Your Personal Health Information accessible to other Users and to Your patients through the System for these purposes. You authorize Us, as Your business associate, to use and disclose Your Personal Health Information as follows, subject to the recipient’s agreement to comply with our Policies and Procedures and with applicable laws and regulations relating to the use and disclosure of health information, and subject also to the provisions of section 9:
    • We will permit unrestricted access to Protected Health Information to You and Your Authorized Workforce.
    • We will permit access to Your Personal Information to Your patients to whom You have agreed to grant access through our Patient Portal.
    • We will permit access to Protected Health Information by health care providers and their business associates to whom You have consented to provide access for treatment and payment. We will obtain Your consent before We make Your health information available to other providers. You acknowledge that once We have granted access rights to another provider, We have no control over the uses and disclosures that the provider makes of the Protected Health Information.
    • We may disclose or permit access to Protected Health Information to health plans, health care clearinghouses, medical groups, independent practice associations and other parties responsible for payment and their business associates for the purpose of obtaining payment for services You provide, unless You advise Us in writing that the patient has paid out of pocket in full for the service to which the health information relates and has requested that it not be disclosed to his or her health plan.
    • We may De-Identify Your Health Information and Your Personal Information, and use and disclose De-Indentified Information as provided by Section 5 and Section 6.3.
    • We may use Protected Health Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the System makes available, in order to render these reports to You. Such reporting will be done in a manner that does not make any disclosure of the Protected Health Information that You would not be permitted to make.
    • We may use Your Protected Health Information for the proper management and administration of the System and our business and to carry out our legal responsibilities.  We may also disclose Protected Health Information for such purposes if the disclosure is required by law, or We obtain reasonable assurances from the recipient that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and the recipient notifies Us of any instances of which it is aware in which the confidentiality of the information has been breached. Without limiting the foregoing, We may permit access to the System by our contracted system developers under appropriate confidentiality agreements.
  • We may use Protected Health Information to contact Your patients on Your behalf for any purpose for which You would be permitted to contact them, including, without limitation:
    • For treatment, including sending appointment and prescription refill reminders;
    • For case management and care coordination, or to direct or recommend alternative treatments, therapies, health care providers or settings of care;
    • To request authorization on Your behalf from Your patients to use or disclose their Protected Health Information for any purpose for which use or disclosure may be made with an appropriate authorization, including marketing purposes. You agree that We may also use and disclose Your patients’ Protected Health Information as permitted by any such authorization; and
    • To provide information about health-related products or services that You provide, or that We provide on Your behalf as Your business associate.

We may use or disclose Protected Health Information for other purposes, as from time to time described in our Policies and Procedures; provided that We will not make or permit any such use or disclosure that would violate applicable law or regulation if made by You or Your business associate. Except as provided herein, and notwithstanding any other provision of this section, We will not use or disclose Protected Health Information in any manner that would violate the requirements of the Privacy Rule or any other portion of HIPAA if done by You.

• Responsibility for Misuse by Other Users.     You acknowledge that in granting access to the System for the purposes set forth in this Section 4, We will rely on You regarding the assurances of the recipients of the information as to: (i) their identity and credentials, (ii) the purposes for which they are accessing the System, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the System will contain certain technical safeguards against misuse of the System, it will rely to a substantial extent on the representations and undertakings of Users. You agree that We will not be responsible for any unlawful access to or use of Protected Health Information by any User resulting from the User’s misrepresentation to Us, or breach of the User’s User agreement or our Policies and Procedures.
• Specially Protected Information. We apply the standards of the Privacy Rule in permitting access to the System. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of health information, or health information pertaining to certain classes of individuals. You agree that You are solely responsible for ensuring that Protected Health Information may properly be disclosed for the purposes set forth in this section, subject only to the restrictions of the Privacy Rule. In particular, You will:

• not make available through the System any information subject to any restriction on use or disclosure (whether arising from Your agreement with the individual or under applicable laws), other than the general restrictions contained in the Privacy Rule;
• obtain any necessary consents, authorizations or releases from individuals required for making their Protected Health Information available through the System for the purpose set forth in this section;
• include such statements (if any) in Your notice of privacy practices as may be required in connection with Your use of the System; and
• not place in the System any information that You know, should know or otherwise have reason to believe or know is false or materially inaccurate.

Section 5

Providing Physician Data to Payers.

You agree that We may provide De-Identified Health Information and other information to any medical group, independent practice association of physicians, health plan or other organization with which You have a contract to provide medical services, or to whose members or enrollees You provide medical services. Such information may identify You, but will not identify any individual to whom You provide services. Such information may include (without limitation) aggregate data concerning Your patients, diagnoses, procedures, orders and the like.

Section 6

Intellectual Property Rights.

•  Individually Identifiable Health Information. Except as otherwise required hereunder or in accordance with applicable law, You retain all rights with regard to Your Protected Health Information.
•  Other Works and Information. You agree that any information, material or work product You provide to the System, other than Protected Health Information and Personal Information which has not been De-Identified, is the exclusive property of ZH Healthcare,Inc., and by submitting such content or material You assign to ZH Healthcare,Inc., all intellectual property rights in such content or material.  You agree that We may use, disclose, market, license and sell such information and works, including derivative products, without restriction. This includes, for example, custom templates that You create using the System, and information (other than Protected Health Information or Personal Information which has not been De-Identified) that You contribute to forums, discussion groups and the like. Furthermore, You agree that We may use, disclose, market, license and sell such material or content in accordance with the Privacy Rule and other applicable laws, and that You have no interest in the information, or in the proceeds of any sale, license, or other commercialization thereof.  You warrant and agree that any material You provide will not infringe on the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any applicable law. In the event that any information provided by You contains any of the preceding, such acts or failures to act that result in the availability of information on the System that is unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law shall be considered a material breach of this Agreement.
•  De-Identified Information. In consideration of our provision of the Services, you hereby transfer and assign to us all right, title and interest in and to all De-Identified Information that we make from Your Health Information or Your Personal Information pursuant to Section 4.1e. You agree that we may use, disclose, market, license and sell De-Identified Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this section are the principal consideration for the provision of the Services, without which we would not enter into this Agreement.

Section 7

Individuals’ Rights.

You shall be solely responsible for affording individuals their rights with respect to their Protected Health Information and information pertaining to your medical office or practice, such as the rights of access and amendment.  

Section 8

Business Associate AGREEMENT

In maintaining, using and affording access to Your Protected Health Information, We will comply with the obligations of the Business Associate Agreement that is attached hereto and incorporated herein as Exhibit A.

Section 9

HITECH ACT 

As required by the HITECH Act:

• We will comply with the provisions of the HIPAA Security Rule that are made applicable to business associates by section 13401(a) of the HITECH Act, with the additional provisions of the HITECH Act relating to security that are made applicable to business associates and incorporated into business associate contracts by section 13401(a) of the HITECH Act, and with the additional provisions of the HITECH Act relating to privacy that are made applicable to business associates and incorporated into business associate contracts by section 13404(a) of the HITECH Act.
• We will report to You the discovery of any breach of unsecured Protected Health Information that We access, maintain, retain, modify, record, store destroy or otherwise hold, Use or disclose on Your behalf, in compliance with the requirements of Section 13402 of the HITECH Act and the regulations promulgated thereunder (45 CFR Parts 160 and 164, Subpart D), and We will cooperate reasonably with You to investigate and mitigate any such breach, and to provide You with information You need to make any legally required notification to patients and other individuals as applicable.

Section 10

Computer Systems 

• Your Systems. You will acquire, install, configure and maintain all hardware, software and communications systems necessary to access the System from Your Location (Your “Implementation”).  Your Implementation will comply with the specifications from time to time established by Us.  You will ensure that Your Implementation is compatible with the System and Services.  If We notify You that Your Implementation is incompatible with the System, You will eliminate the incompatibility, and We may suspend Services to You, in Our sole discretion, until You do so.
•  Assistance. Upon request, We may provide goods or services in connection with Your Implementation. You will pay our then standard charges for such assistance, and our out-of-pocket costs.

Section 11

Third-Party Sites and Service Providers.

•  Third-Party Sites. As provided in Section 2.2 and as further provided in this Section 11, The System may contain hyperlinks to Internet websites operated by third parties, or to materials or information made available by third parties. Such third parties may offer goods or services for sale to You.  Such links do not constitute or imply Our endorsement of such third parties, or of the content of their sites, the quality or efficacy of their goods or services, or their information privacy or security practices, and You agree and acknowledge that We have no responsibility for or control of information, goods or services offered or provided by such third parties, or for the manner in which they conduct their business or operations.  Your use of third-party sites and the materials, goods and services offered by them is entirely at Your own risk and is subject to the terms of use of the third parties operating or providing them. You should assume that any Internet page or other material that does not bear the ZH Healthcare,Inc. logo is provided by a third party.
•  Third Party Services. Click Here for a list of all of the third party service providers we use from time to time.  The list is subject to change depending on who We are using for such services and notice of any changes is deemed provided by posting them at the link above on the Website.

Section 12

Fees and Charges

• • Trial Period.  We may provide You a trial of the Services for up to twelve (12) months without charging you a Service Fee (a “Trial Period”), thereafter, the terms of this Section 12 shall apply.  Any Trial Period will be expressly agreed to upon when You sign up for the use of the Services.
  • Service Fees. Other than in connection with any applicable Trial Period, You will pay to Us our standard service fees (the “Service Fee(s)”) for the Services to which You have access during the Term of this Agreement. You also agree to pay, at our then current rates, for all goods and/or services that You request from Us that are not included in our standard services (“Miscellaneous Charges”).  We will notify You of the applicable Service Fee when You are granted access to the Services, and We will notify You of the applicable Miscellaneous Charges, if any, before performing services to which a Miscellaneous Charge will apply.  The Service Fee and Miscellaneous Charges may change from time to time. ZH Healthcare,Inc. will take commercially reasonable efforts to make any current Service Fees or Miscellaneous Charges available for review on the Website or by calling +1 855-936-3367.

• Payment. Any applicable Service Fee shall be paid in advance, monthly, quarterly or annually as agreed upon when you purchase the Services, and We may require that You provide Us or a Reseller with a credit card for such payment.  Any Miscellaneous Charges shall be paid within twenty (20) days of the date of invoice at the address set forth on the invoice, or at such other address as may be set forth in our Policies and Procedures or at such other address as We may, from time to time, request.
• Late Charges. Any Service Fees or Miscellaneous Charges not paid within ten (10) business days of the due date are subject to a late charge of five percent (5%) of the amount owing and interest thereafter at the rate of one and one-half percent (1½%) per month on the outstanding balance, or the highest amount permitted by law, whichever is lower.  Failure to pay any amounts due to Us within ten (10) days of the due date may result in termination of access to the System without notice.  A reconnection fee equal to one (1) month’s Service Fee shall be assessed to re-establish connection after termination due to non-payment.
•  Taxes. All Service Fees and Miscellaneous Charges shall be exclusive of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future and You agree to pay any tax (excluding taxes on our net income) that We may be required to collect or pay now or at any time in the future and that are imposed upon the sale or delivery of items and services purchased under this Agreement.
•  Other Charges. You are responsible for any charges You incur to use the System, such as telephone, Internet and equipment charges, and fees charged by third-party vendors of products and services.

Section 13

Confidential Information 

•  Non-Disclosure of Confidential Information. You agree and acknowledge that at no time may You disclose our Confidential Information to any other person, group, entity and/or business and You may not use any Confidential Information except for the purposes outlined in this Agreement.  Except as otherwise provided hereunder, You may not, without our prior written consent, which consent we may withhold in Our sole discretion, at any time, during or after the Term of this Agreement, directly or indirectly, divulge or disclose Confidential Information for any purpose or use Confidential Information for its own benefit or for the purposes or benefit of any other person, group, entity and/or business.  You agree to hold all Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will disclose Confidential Information only to members of Your Workforce who are authorized to use it for the purposes of this Agreement.  You will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of this Agreement.  You will promptly advise Us in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, group, entity and/or business which may come to Your attention or of which You should become aware.
• You agree that We will suffer irreparable harm if You fail to comply with the obligations set forth in this Section 13, and You further agree that monetary damages will be inadequate to compensate Us for any such breach.  Accordingly, You agree that We will, in addition to any other remedies available to Us at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.
• This Section 13 will survive the termination or expiration of this Agreement for any reason.

Section 14

Disclaimer, Exclusion of Warranties, and Limitation of Liability

•  Carrier Lines. You acknowledge that access to the system will be provided over various facilities and communications lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, “carrier lines”) owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond our control.  We assume no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, misappropriation, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines.  Use of the carrier lines is solely at your risk and is subject to all applicable local, state, national, and international laws.
•  No Warranties. Access to the system and the information contained on the system is provided “as is” and “as available” without any warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.  You are solely responsible for any and all acts or omissions taken or made in reliance on the system or the information in the system, including inaccurate or incomplete information.  It is expressly agreed that in no event shall we be liable for any special, indirect, consequential, or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages occurring. We disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the system.  You also agree and acknowledge that access to or use of the system or services may be, periodically and without prior notice, temporarily suspended or shutdown for maintenance, repairs, or system audits as may be necessary to maintain the system and services or to supplement or enhance security features or for other purposes designed to ensure proper operation and function of the system and services.  At no time and under no circumstances will we be held liable for access to or use of a third-party system, software or services of any kind that you may encounter, access or use through the use of the system or the services.  You agree and acknowledge that your access to and use of any such third-party system, software or service is at your own risk and that you shall be solely responsible for the security of the data transmitted including but not limited to your personal health information and protected health information, if applicable, except as may be otherwise provided for herein.  Third parties may offer warranties for access and use of their system, software or service and you must rely on their representations or warranties, if any.  You agree to indemnify, defend and hold us harmless for any damages suffered as a result of your access to or use of such third party systems, software or services.
•  Conditions for Breach. We will not be deemed to be in violation of this Agreement unless You have first given Us written notice specifying the nature of the default, and We have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.
•  Other Users. You acknowledge that other users have access to the system and are receiving our services. Such other users have committed to comply with our policies and procedures concerning use of the system; however, the actions of such other users are beyond our control.  Accordingly, we do not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of any information on the system resulting from any user’s actions or failures to act.
• Unauthorized Access; Lost or Corrupt Data. We are not responsible for unauthorized access to your data, facilities or equipment by individuals or entities using the system or for unauthorized access to, alteration, theft, corruption, loss or destruction of your data files, programs, procedures, or information through the system, whether by accident, fraudulent means or devices, or any other means.  You are solely responsible for validating the accuracy of all output and reports, and for protecting your data and programs from loss by implementing appropriate security measures, including routine backup procedures.  You hereby waive any damages occasioned by lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error, operator error, equipment or software malfunction, security violations, or the use of third-party software. We are not responsible for the content of any information transmitted or received through our provision of the services.
• Limitation of Liability. Not with standing anything in this agreement to the contrary, our aggregate liability under this agreement, regardless of theory of liability, shall be limited to the aggregate fees actually paid by you under this agreement for the six (6) month period preceding the event first giving rise to the claim.

Section 15

Insurance.

You will obtain and maintain for the purposes of this Agreement and at all times relevant hereunder, such policies of general liability, errors and omissions, and professional liability insurance and insurance pertaining to Your data, including Protected Health Information with reputable insurance companies as is usually carried by persons engaged in Your business.

Section 16 

Term; Modification; Suspension; Termination

•  Term. Other than an agreed upon Trial Period which is governed by the terms of this Agreement, the initial term of this Agreement shall commence on the date when the first Service Fees are dus (the “Effective Date”) and continue for a period of one (1) year from the Effective Date (the “Initial Term”), and thereafter shall renew annually for additional one (1) year periods (each a “Renewal Term,” which (if any), along with the Initial Term, shall collectively be referred to as the “Term”) until terminated as provided in this Section.
• Termination upon Notice. We or You may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to the other Party, provided however, that in the event of a voluntary termination under this Section 16.2 by You, You will not be entitled to a refund of any pre-paid Service Fees, and in the event of a voluntary termination under this Section 16.2 by Us, You will be entitled to a refund of any pre-paid Service Fees, if any that We have been paid prior to the effective date of such a termination.
• Modification. We may update or change the Services and/or the terms set forth in this Agreement from time to time by posting the changes on the Website or within the System and recommend that You review this Agreement and the description of the Services on a regular basis.  You understand and agree that Your continued Use of the Services after the Agreement or Services have been updated or changed constitutes Your acceptance of any revisions to the same. Without limiting the foregoing, if We make a change to the Agreement that materially affects Your use of the Services, We will conspicuously post a notice or notify You via email or Our website(s) of any such change.
• Service Level Agreement. In the event you terminate this Agreement for a breach of Our standard service level agreement, you may be entitled to certain service credits.
•  Termination, Suspension or Amendment as a Result of Government Regulation. Notwithstanding anything to the contrary in this Agreement, We have the right, on notice to You, immediately to terminate, suspend, or amend this Agreement or the Service, without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; or (c) if performance of any term of this Agreement by either Party would cause it to be in violation of law.
• Judicial or Administrative Procedures; Credentialing. We may terminate this Agreement immediately upon notice to You: (a) if You are named as a defendant in a criminal proceeding for a violation of federal or state law; (b) if a finding or stipulation is made or entered into that You have violated any standard or requirement of federal or state law relating to the privacy or security of health information or Protected Health Information is made in any administrative or civil proceeding; (c) You are excluded from participation in a federal or state health care program, or (d) You cease to be qualified to provide services as a health care professional, or We are unable to verify Your qualifications as such.
•  Suspension of Access. We may suspend access to the System or the Services by You or any member of Your Workforce immediately pending Your cure of any breach of this Agreement, or in the event We determine in our sole discretion that access to or use of the System by You or the member of Your Workforce may jeopardize the System or the confidentiality, privacy, security, integrity or availability of information within the System, or that You or the member of Your Workforce has violated or may violate this Agreement or our Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the System with any User ID assigned to You or a member of Your Workforce.  We may terminate the access of any member of Your Authorized Workforce upon termination or change in status of his or her employment with You. Because We do not consider the Services to be a file storage services, We may also suspend access to the System or the Services by You or any member of Your Workforce if You are not using the Services on a regular basis as reasonably determined by Us.  Our election to suspend the Services shall not waive or affect Our rights to terminate this Agreement as permitted under this Agreement.
• Obligations After Termination. Except as otherwise set forth in Section 16.2 above, upon termination of this Agreement, You will cease to Use the System and We may terminate Your access to the System. You will pay to Us the Service Fee for the balance of the Term upon termination. Upon termination for any reason, You will remove all software provided under this Agreement from Your computer systems, You will cease to have access to the System, and You will return to Us all hardware, software and documentation provided by or on behalf of Us.

Section 17

Miscellaneous 

• • Applicable Law; Venue. The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of the Commonwealth of Virginia.  If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in the federal or state courts located in Counties of Fairfax or Arlington, Virginia.
  •  Arbitration. Any dispute, claim or controversy arising out of or relating to the notice or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, or to your use of the service, website, systems or information to which it gives access, shall be determined by arbitration in mclean, virginia, before a single arbitrator.  The arbitration shall be administered by jams pursuant to its comprehensive arbitration rules and procedures.  Judgment on the award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
  •  Non-Assignability. This Agreement may not be assigned or transferred by You without our prior written consent.
  • Supervening Circumstances. Other than the obligation to make payments due hereunder, no Party to this Agreement shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of: (a) severe weather and storms; (b) earthquakes or other natural occurrences; (c) strikes or other labor unrest; (d) power failures; (e) war, terrorism, nuclear or other civil or military emergencies; (f) acts of legislative, judicial, executive, or administrative authorities; or (g) any other circumstances that are not within its reasonable control.
  • Severability. Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.
  •  Notices. Any and all notices required or permitted under this Agreement shall be sent by United States mail or fax transmission to the address provided below or to such other and different addresses as the Parties may designate in writing.  If You supply Us with an electronic mail address, We may give notice by email message addressed to such address; provided that if We receive notice that the email message was not delivered, We will give the notice by United States mail or fax.

To Us:

ZH Healthcare, Inc.
4800 Hampden Lane, Suite 200,
Bethesda, MD 20814
Main: +1 855-936-3367
Attention: Customer Support

To You, at the address provided to Us when You registered as a User of the System.

•  Waiver. No term of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.  Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
•  Complete Understanding. This Agreement contains the entire understanding between the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of this Agreement other than those contained, incorporated or referenced in this Agreement. Except as otherwise provided in this Agreement, all modifications or amendments to this Agreement shall be in writing and signed by all Parties.
•  No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.
• The Parties may issue and disseminate press releases, announcements and publications which state that We are providing the Services to You, provided that any use by either Party of the other Party’s insignia, logos, trademarks, trade names or service marks (collectively, the “Marks”) shall require the other Party’s prior written approval, which shall not be unreasonably withheld.  All use by either Party of the other Party’s Marks will inure to the benefit of the Party owning the Marks.  Upon termination of this Agreement, neither Party shall have any continuing right to use the other Party’s Marks and each party shall immediately cease all use of the other Party’s Marks.  During the term of this Agreement and thereafter, We may list You as a client in all of Our marketing materials and may include a URL or plain text link to Your web site on the Website.
•  Advice of Counsel. Each Party acknowledges: (a) having fully read this Agreement in its entirety; (b) having had full opportunity to study and review this Agreement; (c) having been advised that counsel for Us has acted solely on Our behalf in connection with the preparation and execution of this Agreement; (d) having been advised that all parties have the right to consult and should consult independent counsel respecting their rights and duties under this Agreement; and (e) having had access to all such information as has been requested.
• Authority. The individuals entering into this Agreement represent and warrant that they are competent and capable of entering into a binding contract, and that they are authorized to enter into this Agreement on behalf of the Parties.