1. Authorized Use. Your use of the Dashboard and the System is subject to an agreement (the “Provider Agreement”) between your employer or principal (a physician group, medical group, individual practice association, hospital, or other healthcare entity or organization) (“Provider”) who has obtained licenses and permission from, and has paid, IRIS to use the Dashboard and the System. You must be authorized by your Provider to access and use the Dashboard and the System, and you will only have authorized access to the portions of the Dashboard and the System that your Provider has ordered pursuant to the Provider Agreement. You are only permitted to use the Dashboard and the System, and the Content, for the limited purposes of conducting the business of the Provider in accordance with the Provider Agreement.
2. Passwords. IRIS or Provider will assign to you a user code or password (“Password”) for access to the Dashboard and the System. You must maintain the strict confidentiality of your Password, and you will not permit the use of your Password by any third parties or employees of Provider who are not authorized to access the Dashboard and the System. You do not have nor do you acquire any proprietary interest in the Dashboard or System, or in the Password.
3. Proprietary Rights. The Dashboard, Content and System (including software applications and other computer code) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You are granted only a limited right to remotely access the Dashboard and System. These Terms do not grant you any rights in connection with any trademarks or service marks of IRIS or its licensors or providers, or any other intellectual proprietary rights with respect to the Dashboard or the System. All title and intellectual property and other rights in and to the Dashboard and the System are owned by IRIS and its licensors and providers. IRIS and its licensors and Providers retain all rights with respect to the Dashboard, Content and the System, other than the limited licenses granted pursuant to the Provider Agreement and these Terms, and excluding the raw test results and patient data.
4. Prohibited Uses. You are responsible for all activity relating to or arising from your account or occurring under your username. You will not perform, permit, or allow any abuse or fraudulent or unlawful use of the Dashboard, Content or the System for any fraudulent, unlawful or abusive purpose. You will take all commercially reasonable steps necessary to control and prevent abuse or fraudulent or unlawful use of the Dashboard, Content or the System. Abuse and/or unlawful or fraudulent use of the Dashboard, Content and the System includes, but is not limited to:
4.1. Attempting or assisting, directly or through another person, company or entity, to access, alter or interfere with the communications and/or information of a third party by rearranging, tampering or making an unauthorized connection with any facilities comprising the Dashboard, Content or the System;
4.2. Using the Dashboard, Content or the System in such a manner so as to interfere unreasonably with the use of the Dashboard, Content or the System by other parties;
4.3. Using the Dashboard, Content or the System to convey information that is deemed to be, in IRIS’ sole judgment, obscene, salacious or prurient, or to convey information of an unlawful nature or in an unlawful manner;
4.4. Using the Dashboard, Content or the System to retrieve data or information concerning individuals who are not your patients; or
4.5. Using the Dashboard, Content or the System to gather, transmit, process, store, disclose and/or otherwise use confidential patient information in an manner which violates such patient’s privacy or other rights under any state, federal or other statute, law, ordinance or regulation.
5. Certain Rights. IRIS may, by written notice to you or the Provider, cancel your right to use the Dashboard or the System, or to access the System, without liability or penalty to IRIS, if IRIS reasonably determines that you have breached the terms of these Terms, or otherwise abused or fraudulently used the Dashboard, Content or the System or have permitted the abuse or fraudulent use of the Dashboard, Content or the System by third parties.
6. Patient Data and Information. You warrant, represent and agree that you will at all times comply with all laws, statutes, regulations, ordinances, or restrictions of any governing body or governmental entity, whether state, federal or otherwise, currently existing or hereafter enacted, which governs, controls, restricts or is otherwise applicable to the receipt, gathering, storage, maintenance, transmission, processing, reporting, disclosure, release or other use of patient information through or in connection with any use of the Dashboard or the System. IRIS and its licensors and Providers does not assume any responsibility and will incur no liability for, your use or misuse of any patient information or other information received, gathered, stored, maintained, transmitted, processed, reported, disclosed or released through the use of the Dashboard, Content or the System.
7. Entire Agreement; Modifications. These Terms, along with the Provider Agreement, contains the entire understanding between you and IRIS and supersedes all prior written (including electronic communications) and oral understandings relating to the subject matter hereof. IRIS reserves the right to make changes or amendments to these Terms, from time to time without advance notice. IRIS agrees to post all amended forms of these Terms on the Dashboard. Your continuing use of the Dashboard, Content or the System after any such changes or amendments to these Terms and the posting of an amended agreement on the Dashboard will be deemed acceptance and agreement to the terms of such amended agreement, effective on the date of the posting of the amended agreement on the Dashboard. It is at all times user’s responsibility to read the most current form of these Terms before using the Dashboard, Content and the System to ensure that you agree to the terms and conditions of any amendment to these Terms.
8. Disclaimer of Warranties. THE DASBOARD, CONTENT AND THE SYSTEM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED IN THE PROVIDER AGEEMENT, IRIS DOES NOT PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT: (a) THE DASHBOARD, SYSTEM OR CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (b) ACCESS TO THE DASHBOARD WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; (c) THE QUALITY OF ANY CONTENT, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE DASHBOARD WILL MEET YOUR EXPECTATIONS; OR (d) THE DASHBAORD, CONTENT, SYSTEM OR ITS COMPONENTS, FEATURES OR FUNCTIONALITIES WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE DASHBOARD. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY. IRIS DOES NOT PROVIDE ANY WARRANTIES REGARDING THE ACCURACY OF DATA OR INFORMATION PROVIDED BY THIRD PARTIES.
9. Medical Disclaimer. Use of the Dashboard, Content and the System does not substitute for professional medical advice, diagnosis, or treatment. Neither IRIS nor itS OWNERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR ANY OF THEIR RESPECTIVE affiliated companies shall be responsible, and each expressly disclaims responsibility, for damages of any kind arising out of the use of, reference to, or reliance on, the Dashboard, Content and the System.
10. Term and Termination. In addition to our right to terminate your access to and use of the Dashboard, Content or the System under Section 5 above, your right to access and use the Dashboard, Content and the System terminates automatically upon any termination of the Provider Agreement or the termination of your employment or other relationship with the Provider.
11. Indemnity. You agree to indemnify and hold IRIS and its affiliated companies harmless for any and all claims or demands, including reasonable attorneys’ fees, that arise from or otherwise relate to your use of the Dashboard, Content and the System (including the services you provided by accessing and using the Dashboard, Content and System), or your violation of these Terms or the rights of another.
12. Links to Other Sites. Any links to third-party websites found within the Dashboard are provided solely as an added convenience to you. IRIS has neither reviewed the contents of these third-party websites nor does IRIS claim any responsibility for the content or suitability of these third-party websites and IRIS makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of such links. The inclusion of links does not imply endorsement of the third-party websites by IRIS or any association with their operators.
13. Limitation of Liability. IRISSHALL NOT BE LIABLE, AND DISCLAIMS ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING: (a) OUT OF THE USE OF OR INABILITY TO USE THE DASHBOARD, CONTENT OR THE SYSTEM; (b) FROM ANY INTERRUPTION IN AVAILABILITY; (c) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (d) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, THE DASHBOARD, CONTENT OR THE SYSTEM; (f) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE DASHBOARD; OR (G) OUT OF ANY OTHER MATTER RELATING TO THE DASHBOARD, CONTENT OR THE SYSTEM.
14. General Provisions. You may not assign, delegate or transfer any of your rights or obligations under these Terms. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, as such laws would apply to a contract fully negotiated, entered into and performed in that state. These Terms are severable to the extent any term is deemed invalid, illegal or unenforceable. IRIS’ failure to enforce any provision of these Terms will not be deemed a waiver of that or any other provision of these Terms.