Terms of Use: Healthcare Provider-Specific Applications

Your Agreement to the Terms

The following HeartCloud for Health Practices Terms and Conditions of Use (“Terms”) apply to the HeartCloud, Inc. (“HeartCloud”) software https://practices.heartcloud.io (the “Website”), (the “Website”), as well as to any logos, images, software, text, graphics, photos, material, data, sounds, music, audiovisual combinations, interactive features, collections and any other information uploaded, downloaded, or appearing on the Website (collectively, the “Content”). Please read the Terms in their entirety, as they explain your rights and obligations whenever you access or use the Website. By accessing and using the Website, you agree that you have read and understood, and, as a condition of your use of and access to the Website, you agree to be bound by these Terms. If you do not agree to these Terms, you are not permitted to access or use the Website.

Any registration or creation of a user account on or through the Website by anyone under age 13 is unauthorized, unlicensed, and in violation of these Terms. By registering for or creating an account on the Website, you represent that you are 18 years of age or older. If you are under 18 years of age but at least 16 years of age, your parent or guardian must register on your behalf.

BY REGISTERING FOR OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS, YOU ARE NOT AUTHORIZED TO REGISTER FOR OR USE THE WEBSITE.

Content

1. Content Available Through the Service

The Service is offered to you as a convenience. By merely providing access to the Service, HeartCloud and its affiliates, subsidiaries, officers, directors, agents, employees, licensors, creators, suppliers, contractors, owners, and investors (collectively, the “HeartCloud Entities”) do not represent or warrant that: (i) the Content is accurate, complete, up-to-date, or current; (ii) HeartCloud has any obligation to update any Content; (iii) the Content is free from technical inaccuracies or typographical errors; (iv) the Content does not infringe on the intellectual property rights of any third party; (v) the Content is free from changes caused by a third party; and/or (vi) your access to the Service and any Content stored on or accessed through the Service will be free from interruptions, errors, corruption, loss, computer viruses, or other harmful components. You are responsible for backing up any Content that you store or access through the Service. The Content is made available on an “as is” basis.

HeartCloud and the HeartCloud Entities shall not be liable for the actions or inactions of any third party services used or provided in conjunction with the Service, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, linked from, or otherwise accessible through the Service.

You agree that you are solely responsible for your use and reuse of any Content made available through the Service, including sharing it with any health care providers. You should review your specific requirements, including, but not limited to, applicable laws, regulations, permits and licenses, before you use the Content. To the extent you choose to access and use the Service, or store Content by means of the Service, you remain responsible for compliance with any and all applicable laws.

NEITHER HEARTCLOUD NOR ANY OF THE HEARTCLOUD ENTITIES MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONTENT OF THE SERVICE OR ANY INFORMATION FURNISHED BY OR THROUGH THE SERVICE AND SPECIFICALLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, AND FITNESS FOR ANY PARTICULAR USE, APPLICATION, OR PURPOSE.

2. Content Supplied by You

You represent, warrant, and agree that any material, data, and information posted or otherwise shared by you on or through the Service (collectively, “Your Content”) does not: (i) violate or infringe upon the rights of any third party, including, but not limited to, copyright, trademark, personal rights, proprietary rights, and breaches or conflicts with any obligations; and (ii) contain unlawful material or violate any local, state, national, or international laws in any jurisdiction to which you are subject.

Prohibited Conduct

In order to access certain features of and utilize the Website, you must create an account (“User Account”). You must provide current, complete and accurate information as prompted in the applicable registration form, including your legal name, a valid email address, and valid information and you must keep that information current for your User Account details. To create a User Account, you must be a legal resident of the United States and at least 18 years of age or the age of majority in your state of residence at the time of registration. It is your responsibility to check and understand the local laws in your jurisdiction regarding the legal purchasing age in order to purchase from or use our Website. Your login may only be used by one person, and your login may not be used by “bots” or other automated methods.

You are solely and entirely responsible for maintaining the confidentiality, availability, and integrity of your User Account information, including your username, password, security questions, and for all activity that occurs under your User Account. HeartCloud shall bear no liability for your failure to keep your User Account credentials and activity confidential. HeartCloud or its licensees, partners, and subsidiaries, owners or any other user, visitor, or administrator of the Website, due to the abuse or misuse of your User Account, may hold you liable as a result of your failure to keep such information secure and confidential.

You hereby agree to notify HeartCloud immediately and exclusively of any information security vulnerabilities found in the Content or the Website. You should contact us at devops@heartcloud.io. You may not in any way use or share your username, password, or security questions on the Website in connection with your use of the Website with any other individual or entity. Your visitation and use of the Website constitutes acknowledgement and agreement that data or resources and information you use, access, upload, download, and any communications you make and commercial transactions cannot be guaranteed secure and private, even withstanding the security measures implemented by HeartCloud and third parties.

If you violate any of these Terms, we may terminate any or all of your User Accounts. If we terminate your User Account, you may not re-enroll or join under a new account unless we formally invite you. If you commit fraud or falsify information in connection with your use of the Website or under your User Account, your User Account may be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local, state, federal, and international law enforcement authorities and to notify your Internet service provider of any fraudulent activity we associate with you or your use of the Website.

Copyright

1. Ownership

All text, photographs, graphics, user interfaces, visual interfaces, HeartCloud trademarks, logos, sounds, artwork and computer code (collectively, the “Service IP”), including, but not limited to, the design, structure, functionality, selection, coordination, expression, “look and feel,” practice, and spatial arrangement of the Service IP on the Service is owned, controlled or licensed by or to, respectively, HeartCloud, and is respectively protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly permitted in these Terms, no component, aspect, or portion of the Service and/or Content proprietary to HeartCloud may be replicated, republished, reproduced, distributed in any way, including “mirroring,” “scraping,” or by any means mechanical or electronic including, but not limited to, any other person, electronic or mechanical computer device, web, database or other server type, web site, or another medium or method of commercial enterprise or venture without the explicit, written consent of an authorized HeartCloud representative or agent.

3. Copyright Complaints

HeartCloud prohibits users of the Website from submitting, uploading, posting, or otherwise transmitting any Content on the Website that violates another person’s or company’s proprietary rights, and HeartCloud makes its best effort to avoid using any Content that violates such rights.

By Mail: DMCA Agent: Alex M. Podobas
2536 Calle Jade, San Clemente, CA, 92673

By Email:
devops@heartcloud.io

HeartCloud will, upon receiving proper notice as set forth below, use commercially reasonable efforts to investigate notices of copyright infringement and take appropriate action under the law as required. When notifying HeartCloud of the alleged copyright infringement, please include, in accordance with the law, all of the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;
• identification of the copyrighted work alleged to have been infringed;
• a description of the material that is claimed to be infringing and information sufficient to locate the material on the Sites;
• information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
• a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

If material is believed in good faith by HeartCloud to infringe a copyright or otherwise violate any intellectual property rights, HeartCloud will remove or disable access to any such material.

4. Relationship to Other Terms, Websites, Content, Products and Services

If there are additional terms associated with a specific online service offered by HeartCloud (for example, HeartCloud for Health Practices), you will be presented with those additional service terms at the time you access such online service, or purchase access to such services from HeartCloud ("Additional Terms”). Those Additional Terms supplement these Terms, and are incorporated herein. However, Additional Terms will apply only to that particular online service, and any conflict between these Terms and such Additional Terms will be interpreted in favor of the Additional Terms for that specific online service. Collectively, all these terms constitute an agreement between HeartCloud and you.

As a convenience to you, the Website may provide links to websites and access to content, products and services of third parties, including without limitation, HeartCloud’s affiliates and strategic partners and other entities with which our connection consists of only a hyperlink (“Linked Sites”). All Linked Sites are provided only because they may be of interest to Website users. Information and views contained in Linked Sites are not adopted by HeartCloud. You should refer to the separate terms of use, privacy policies, and other rules posted on Linked Sites before you use them. HeartCloud does not author, edit or monitor these Linked Sites, and is not responsible or liable for (a) the availability of or content provided on such Linked Sites, nor does inclusion of any link imply endorsement of the Linked Sites by HeartCloud, or vice versa; (b) third party content accessible through such Linked Sites; (c) any loss or damage whatsoever you may incur from dealing with any Linked Site; or (d) your dealings with any third parties found on or through the Website. You bear all risk associated with the use of such Linked Sites, third party services, and your correspondence or business dealings with advertisers other than HeartCloud found on or through the Website.

Disclaimers

1. Health Care Disclaimers

HeartCloud is a platform provider and does not practice medicine or oversee you in the practice of medicine or other applicable discipline. HeartCloud does not render medical advice. You are solely responsible for complying with all applicable laws, rules, regulations, and standards imposed by government health care programs or other payors, licensing agencies, and applicable accreditation bodies and acting in accordance with the standard of care.

You have complete control over the diagnosis and treatment of patients. You acknowledge and agree that the Website’s information and materials are not intended to be used alone as diagnostic tools or to provide the final determinations for providers to use in the care and treatment of patients. Information contained or entered into the Website in no way replaces or substitutes the professional judgment or skill of a provider. You accept all risks arising from, and are solely responsible for, professional, advisory, analytical and technical services, including patient examination, diagnosis, prescription, treatment, and personal injury or loss of life, for any User/Patients for which you assume medical treatment. Neither HeartCloud nor its third-party service providers assume any responsibility for your actions that may result in any liability or damages due to malpractice, failure to warn, negligence, or any other basis.

HeartCloud is not a health plan or healthcare provider, and it cannot and does not independently review or verify the medical accuracy or completeness of medical and insurance information. Your use of the Website, including, but not limited to, use of the clinical and insurance information received through the Website, is solely your responsibility and at your own risk, and that of any affiliated health care provider or facility. Furthermore, HeartCloud shall not be liable for any action or inaction of you, or any affiliated health care provider or facility, related to the use of the billing and coding information provided by HeartCloud which may give rise to liability under the law, including, without limitation, the federal False Claims Act or any state law version thereof. You are solely responsible for and have complete control over the coding and billing for the services you provide through the Website.

If you use the Website for electronic prescriptions, you are solely responsible for any prescriptions you write. You shall prescribe medications only for legitimate medical purposes and in accordance with all electronic prescribing laws. You shall not provide any third-party access to your login credentials, account, or the ability to write electronic prescriptions on your behalf.

If you use the Website to search the California Controlled Substance Utilization Review and Evaluation System (“CURES”) or any other similar state databases, you are responsible for using such databases in accordance with all applicable state laws and the terms and conditions that apply to such database as if you were accessing the data through the state directly. Access to these state databases is strictly limited and you are solely responsible for your use of these databases in compliance with all laws and ethical requirements.

HeartCloud may adopt a compliance program that relates to the use of the Website. HeartCloud may also provide instructions and training materials describing the appropriate use of the Website. You shall comply with HeartCloud’s compliance program and will use the Website in accordance with all applicable instructions, training materials, and other online materials made available by HeartCloud from time to time. To the extent you are aware of any misuse of HeartCloud’s Website, you shall notify HeartCloud immediately by calling or emailing HeartCloud. If you would like to make a report anonymously, you make call HeartCloud’s compliance hotline at 1-424-222-9470, extension 102

2. General Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEARTCLOUD AND/OR ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS OFFER THE Website (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE Website) ON AN “AS-IS” BASIS AND AN "AS AVAILABLE" BASIS AND EXPRESSLY DISCLAIMS ALL WARRANTIES, AND MAKES NO REPRESENTATIONS, OF ANY KIND CONCERNING THE Website, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

HEARTCLOUD AND/OR ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS FURTHERMORE DO NOT WARRANT, REPRESENT, OR IN ANY MATTER GUARANTEE, AND HEREBY DISCLAIMS LIABILITY AS TO THE FOLLOWING, THAT: (1) ANY INFORMATION PRESENTED OR RECEIVED BY YOU FROM OR RESULTING FROM YOUR USE OF THE Website WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE; (2) THAT ANY DEFECTS IN THE Website WILL BE CORRECTED; (3) THAT CONTENT, DATA, OR RESULTS AVAILABLE THROUGH THE Website WILL BE ACCURATE OR RELIABLE; (4) THAT THE Website WILL BE FREE FROM DATA LOSS, CORRUPTION, BREACH, ATTACK, OR OTHER SECURITY INTRUSIONS.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPLICITLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL HEARTCLOUD AND/OR ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, HEDONIC, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DEATH, COST OF SUBSTITUTE GOODS OR SERVICES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE Website (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF HEARTCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEARTCLOUD IS NOT RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR WEBSITE, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICE.WEBSITE. EXCEPT AS PROVIDED IN ADDITIONAL TERMS, WHERE THE ABOVE EXCLUSIONS OF DIRECT, INDIRECT AND CONSEQUENTIAL DAMAGES ARE LIMITED OR PROHIBITED UNDER LAW, YOU AGREE THAT ANY AND ALL DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES YOU SUFFER OR INCUR RELATED TO YOUR ACCESS TO OR INABILITY TO ACCESS, OR USE OF, A WEBSITE OR ANY SERVICES PROVIDED IN THE WEBSITES, SHALL BE LIMITED TO THE FEE PAID BY YOU PRIOR TO THE FIRST OCCURRENCE OF THE SUBJECT DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES, OR $100.00, WHICHEVER IS GREATER

YOU AGREE THAT HEARTCLOUD MAY REMOVE, LIMIT, OR ENHANCE THE FUNCTIONALITY OF THE Website FROM TIME TO TIME, FOR ANY PERIOD OF TIME, OR CANCEL THE Website IN ACCORDANCE WITH THESE TERMS.

YOU AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE RECEIVED BY YOUR USE OF THE Website IS AT YOUR OWN DISCRETION AND ASSUMPTION OF RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

YOU AGREE THAT THE Website IS NOT SUITABLE FOR USE, AND ARE EXPRESSLY WARNED AGAINST, USING THE Website IN AN ENVIRONMENT OR CIRCUMSTANCE IN WHICH THE ACCURACY, CONTENT, OR ANY TIME DELAYS IN TRANSMITTING OR RECEIVING DATA MADE AVAILABLE BY THE Website COULD LEAD TO DEATH, PERSONAL INJURY, INJURY TO PROPERTY, OR OTHER FORMS OF TORTIOUS OR CRIMINAL HARM.

CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF PARTICULAR WARRANTIES OR LIMITATION(S) OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE DISCLAIMERS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

THE LIMITATIONS IN THIS SECTION SHALL SURVIVE TERMINATION OF THESE TERMS AND ANY ADDITIONAL TERMS.

Indemnification

To the extent permitted by law, you agree to defend, indemnify and hold HeartCloud and the HeartCloud Entities harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by HeartCloud, directly or indirectly, with respect to or arising out of: (i) your failure to comply withbreach of any term, condition, representation, warranty, or obligation under these Terms; (ii) your breach of your obligations under these Termsuse of the Website; (iii) your use of the Service; (iv) your use of the Content, whether made available by you or made available to you through the Website; (viv) your use of the rights granted under these Terms, including without limitation any claims made by any third parties; and/or (viv) your violation of any third party right, including without limitation any copyright, property, or privacy right. This indemnity provision applies to all violations described in, or contemplated by, the Terms. It shall survive the termination or expiration of these Terms and/or your use of the Website.

Disputes

1. Binding Arbitration

All claims and disputes arising under or relating to this writing, including the use of any software made available by HeartCloud, Inc. by any party (including any dispute, claim or controversy arising out of or relating to the Website, Content, these Terms, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate) are to be settled by final, binding arbitration in the state of California, in theOrange County of Orange. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in healthcare and technology, and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

2. Violation of Terms

If HeartCloud does take any legal action against you as a result of your violation of these Terms, HeartCloud will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to HeartCloud.

3. Complaint Limitation

Any claim against HeartCloud must be brought within one month after the cause of action arises, or such claim or cause of action shall be barred and voided. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorney’s fees.

4. Amicable Attempt

In the event of any controversy, cause of action, or dispute between HeartCloud and you arising out of or in connection with your use of the Service, both parties shall first attempt, within a reasonably immediate time and in good faith, to amicably resolve any discontent or dispute.

5. Governing Law

You agree that all matters relating to or arising out of these Terms or your use of the Website, including all disputes and complaints, will be governed by and construed by the laws of the United States and the State of California, without regard to its conflicts or choice of laws provisions. Subject to section 1, You agree to the personal jurisdiction by and venue in the state and federal courts in Orange County, California. You hereby waive any objection to such jurisdiction or venue, as well as any objections on the grounds of forum non-convenience or any similar grounds.

Disclosure of Information

By accessing the Website, you agree to allow HeartCloud to collect, use, and disclose your information under the terms explained in the HeartCloud Privacy Policy, located on the Website (the “Privacy Policy”). HeartCloud may change this Privacy Policy without notice, and your continued use of the Website signifies that you agree to be bound by any changes. The Privacy Policy may be supplemented by Additional Terms, including to the extent you are considered a “covered entity” and information you submit or is collected through Website may be subject to the data privacy and security requirements under the Health Insurance Portability and Accountability Act (“HIPAA”). You may provide suggestions, comments, opinions, or other feedback relating to the Website, Content, or any other services offered by HeartCloud (“Feedback”). Any Feedback you provide to HeartCloud is deemed non-confidential information. HeartCloud reserves the right to utilize and disclose such information at its sole discretion on an unrestricted basis. The provision of Feedback shall be entirely voluntary and made without warranty of any kind.

Miscellaneous

1. No Waiver

HeartCloud’s failure to enforce or insist on strict performance of these Terms shall not be construed as a waiver by HeartCloud of any provision or any right it has to enforce these Terms, nor shall any course of conduct between HeartCloud and you or any other party be deemed to modify any provision of these Terms. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.

2. Severability

If any of the provisions of these Terms are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.

3. No Agency Relationship

The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and HeartCloud as a result of the Terms or from your use of the Service.

4. Integration

These Terms, the Privacy Policy, and any Additional Terms, if applicable, constitute the entire and exclusive agreement between you and HeartCloud with regard to your use of the Website, and supersede any and all prior and contemporaneous communications and/or agreements between you and HeartCloud with regard to your use of the Website.

5. Survival

The Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution provisions will survive any termination of your use of the Website, whether elective or not.