HF Software Solutions, Inc.
To access or use the Health Focus registry (“Health Focus”) you must agree to the terms of this agreement and to the extent applicable any third-party licensors of HF Software Solutions, INC. (“HFSS”) you interact with through Health Focus (collectively the “Agreement”). this Agreement may also be accessed at any time by visiting:
PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE HEALTH FOCUS REGISTRY OR INTERACT WITH OR RECEIVE SERVICES THROUGH THE SYSTEM. THIS AGREEMENT SETS FORTH THE TERMS UPON WHICH YOU ARE AUTHORIZED TO USE OR ACCESS THE HEALTH FOCUS REGISTRY, AND YOU ACCEPT THIS AGREEMENT AND ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING IN THE RELEVANT BOX AND/OR CONTINUING TO ACCESS OR USE THE HEALTH FOCUS REGISTRY YOU CONSENT TO BE BOUND BY THIS AGREEMENT.
LICENSE AND RESTRICTIONS.
Subject to the terms and conditions herein and any modifications to these terms in the future, HFSS hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Health Focus Software, content, and documentation on and in HFSS Software, in object code format, and to use and access the System, You agree not to sell, rent, lease, transfer, sublicense, provide service bureau or timeshare services, distribute or otherwise make HFSS Software or System available to third parties for any reason. You further agree not to: (i) modify, translate, copy, reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to recreate the source code of the HFSS Software, or its structural framework, or (ii) modify or create derivative works of HFSS Software or use HFSS Software in whole or in part for any purpose except as expressly provided in this Agreement. You also agree not to allow or permit others, directly or indirectly (including but not limited to the use of wizards, agents, bots, or other utilities) to perform any of the actions prohibited in (i) and (ii) in the immediately preceding sentence.
THIRD-PARTY TERMS OF AGREEMENT.
Certain components of HFSS Software may be provided by third parties. Any software, content or services provided by HFSS from a third party (“Third-Party Components”) are provided to you hereunder subject to the terms and conditions of the applicable third party, which terms and conditions for such Third-Party Components may change from time to time and if not otherwise provided to you are available by request from HFSS. If any such Third-Party Components become unavailable to HFSS for any reason, or HFSS deems it appropriate, in its reasonable discretion, then HFSS may remove or replace such Third-Party Components. You must comply with all applicable third-party terms of agreement while using HFSS Software, such as the terms of your agreement with your wireless data service provider.
RESERVATION OF RIGHTS.
HFSS and to the extent applicable, its third-party licensors, shall at all times solely and exclusively own all right, title, and interest in and to HFSS Software and System, and the related documentation, materials created or generated by HFSS as well as the specifications, technology and all intellectual property or other rights in the foregoing, including but not limited to, any and all modifications and derivative works. No implied licenses are granted.
ACCESS & SECURITY.
Access to HFSS Software is enabled only by authorized credentials that are personal to you (“Credentials”). You shall maintain your Credentials in strict confidence. In no event shall you share your Credentials with any third party or allow another person to access HFSS Software using Your Credentials. You shall notify HFSS immediately if you have any reason to believe that your Credentials have been lost or compromised or misused in any way. You are fully and solely responsible for all use of HFSS Software using your Credentials. HFSS reserves the right to revoke or deactivate your Credentials or your access to the HFSS Software or System at any time. You understand and agree that HFSS Software uses a data connection through the Internet to communicate with the System and provide access to the System, and by using HFSS Software and System you agree that data connections and transmissions through the Internet are never completely private or secure and that you understand that any message or information you send to or receive from the System, may be read or intercepted by others, even though HFSS uses industry standard practices for protecting against such reading or interception by others and even if there is a special notice that a particular transmission is encrypted.
HFSS does not offer support for HFSS Software other than the provision of updates, patches, bug fixes and new versions provided by its third-party licensors from time to time, all of which will be provided in HFSS sole discretion. It is your obligation to ensure that you are using the latest version of HFSS Software, and HFSS may refuse to allow access to the System at any time for any HFSS Software that is not the most current application available.
You agree not to access or use HFSS Software in an unlawful way or for an unlawful or illegitimate purpose. You shall not post, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others; (d) upload or provide false information through HFSS Software; or (e) test, compare, review, or competitively analyze the System. You shall not attempt to disrupt the operation of HFSS Software, the System o through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use HFSS Software in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access HFSS Software for any purpose. You shall not access information on any individual without a legitimate reason for such access.
OPERATION AND RECORD RETENTION.
HFSS reserves complete and sole discretion with respect to the operation and use of HFSS Software. HFSS may collect, retain, and use records and other data and information relating to your use of HFSS Software, including but not limited to, the history of use. HFSS may also, among other things, withdraw, suspend or discontinue HFSS Software or any functionality or feature of HFSS Software. HFSS is not responsible for maintaining data arising from the use of HFSS Software. HFSS reserves the right to maintain, delete or destroy all communications and materials posted or uploaded pursuant to any internal record retention and/or destruction policies as such policies may be amended from time to time.
NON-DISCLOSURE AND CONFIDENTIALITY.
In using HFSS Software, you will have access to confidential information of HFSS (“Confidential Information”) that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, functional specifications, personal information, patient health information, technical materials and information, and related documentation.
You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information and implement and maintain appropriate safeguards to protect the confidentiality, integrity, and availability of all Confidential Information, to protect against reasonably anticipated threats or hazards, and to prevent use or disclosure of Confidential Information other than as permitted by this Agreement or required by law. Such safeguards shall comply with all applicable federal, state, and local requirements and with security measures and controls that may be required from time to time by HFSS and its licensors, licensees, and suppliers. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) not accessing, using or disclosing any Confidential Information that you have no legitimate authorization to access, use or disclose; (ii) not accessing HFSS Software or any Confidential Information for any other individual or any unauthorized third party; (iii) restricting physical and system access to HFSS Software as well as any equipment which contains Confidential Information or which gives access to the System; and (iv) implementing procedures to ensure no computer or terminal with live access to HFSS Software is left unattended at any time.
You immediately shall notify, and cooperate fully with HFSS in the event you discover or suspect: (a) any unauthorized use of or access to HFSS Software; (b) any inappropriate use or disclosure of information contained in HFSS Software or obtained through use of HFSS Software; (c) the recognition or introduction of any virus, worms, Trojan horses and other destructive items; or (d) any Security Incident (as defined in the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR parts 160, 162 and 164 and any applicable state law). If in the opinion of HFSS a breach has affected or may affect any other HFSS Software user or any individual whose protected health information is contained on the System, then HFSS, in its discretion, may notify individuals of the breach or may require you to immediately notify such user or individuals of the breach.
TERM AND TERMINATION.
This Agreement is for an on-going, indefinite term. You or HFSS may suspend or terminate your access to or use of HFSS Software at any time, for any reason or for no reason, and may also terminate this Agreement at any time. HFSS has the right (but not the obligation) to refuse to provide access to HFSS Software to any person, agency or organization, or to prohibit any person, agency or organization from using the System, at any time, for any reason or for no reason at all, in its sole discretion. HFSS reserves the right to change, suspend, or discontinue all or part of HFSS Software, temporarily or permanently, without prior notice. HFSS reserves the right to delete or change any Credentials or other information at any time, for any reason or for no reason. You acknowledge and agree that the obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.
VIOLATION OF THIS AGREEMENT.
You acknowledge that your access to HFSS Software shall be immediately suspended and this Agreement shall be terminated if you violate any provision of this Agreement. You acknowledge and agree that a violation of this Agreement by you will result in irreparable injury for which monetary damages are an inadequate remedy that will entitle HFSS to obtain, without the posting of any bond or other security, a court order prohibiting you from using HFSS Software, the System, or any Confidential Information.
All content available on or through HFSS Software, uploaded to the System, is the property of HFSS or its licensors or licensees and is protected by copyright, trademark, patent, trade secret and other intellectual property law. HFSS gives you permission to display, download, store and print the content only for your personal use to connect to the System. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through HFSS Software to anyone, including but not limited to others in your organization. Any copy made of information obtained through HFSS Software must include the copyright notice. All software and accompanying documentation made available for download from HFSS Software is the copyrighted work of HFSS or its licensors or licensees. All HFSS trade and service names are trademarks of HFSS. All other brands and names are the property of their respective owners. Nothing contained in this Agreement or in HFSS Software should be construed as granting any license or right to use any trademark of HFSS or its licensors, licensees or suppliers without the express written permission of HFSS or such third-party that may own the trademark.
Areas accessed using HFSS Software may contain links to other web sites. Please note that when you click on any of these links, you are entering another web site for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. HFSS encourages you to read the terms and conditions, data-gathering practice and privacy policies of all linked sites as they may materially differ from ours. You agree that HFSS shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on this site. It is up to you to take precautions to ensure that whatever linked material you select is free of items such as viruses, worms, Trojan horses and other destructive items.
ACCESS TO HFSS SOFTWARE AND THE INFORMATION CONTAINED VIA HFSS SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HFSS DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, HFSS DOES NOT WARRANT THAT HFSS SOFTWARE OR ACCESS TO HFSS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION, WILL MEET YOUR NEEDS OR REQUIREMENTS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES HFSS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF HFSS SOFTWARE OR ANY OF THE INFORMATION CONTAINED THEREIN. NO ADVICE OR OTHER REPRESENTATIONS BY HFSS OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF HFSS SOFTWARE AND YOUR RELIANCE UPON ANY OF THE CONTENTS ACCESSED IS AT YOUR SOLE RISK.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO HFSS SOFTWARE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION VIA HFSS SOFTWARE CAUSED BY YOU OR ANY PERSON USING YOUR CREDENTIALS. HFSS CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH HFSS SOFTWARE. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF HFSS SOFTWARE, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, SECURITY AND USE IN A PRODUCTION ENVIRONMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY.
LIMITATIONS OF LIABILITY.
IN THE EVENT OF ANY PROBLEM WITH HFSS SOFTWARE OR ANY CONTENT ACCESSED VIA HFSS SOFTWARE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING HFSS SOFTWARE. UNDER NO CIRCUMSTANCES SHALL HFSS OR ANY LICENSOR, LICENSEE OR SUPPLIER BE LIABLE IN ANY WAY FOR YOUR USE OF HFSS SOFTWARE OR ANY OF THE CONTENTS ACCESSED, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.
UNDER NO CIRCUMSTANCES SHALL HFSS OR ITS LICENSORS, LICENSEES OR SUPPLIERS BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF HFSS SOFTWARE, OR THE SYSTEM WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU HEREBY RELEASE AND AGREE TO HOLD HARMLESS HFSS, ITS LICENSORS, LICENSEES AND SUPPLIERS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF HFSS SOFTWARE OR THE SYSTEM. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of HFSS Software, and the System, you agree to indemnify, hold harmless, and defend HFSS, and its parents, subsidiaries, affiliates, licensors, licensees, suppliers, Apple and Google, and the officers, directors, affiliates, subcontractors, agents and employees of each of them (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of HFSS Software; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any of your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party. Apple and Google have no obligations under this Agreement including, without limitation, any obligation to indemnify you for any third-party claims, any responsibility for the operation of HFSS Software, or the System, or any provision of maintenance or support for HFSS Software.
You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding HFSS Software (collectively, “Notices”). HFSS can send you electronic Notices (1) to the e-mail address that you provided to HFSS during registration or (2) by posting the Notice on the applicable service or otherwise through the HFSS website. The delivery of any Notice from HFSS is effective when sent, regardless of whether you read the Notice when you receive it or whether you receive the delivery.
This Agreement shall be governed by the laws of the State of Michigan without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You consent to the exclusive jurisdiction of the courts of the State of Michigan for the resolution of any dispute based upon or relating to this Agreement. You also agree to comply with any applicable export laws concerning HFSS Software. You agree that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties. This Agreement constitutes the sole Agreement between you and HFSS for your use and our provision of HFSS Software and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or HFSS. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by HFSS of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties. If any provision of this Agreement is held to be illegal, or otherwise unenforceable, such provision shall be severed and the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect; provided, however that if the severing of such provision results in a material alteration of this Agreement or if the severing of such provision is related to the termination rights of HFSS, this Agreement shall be immediately terminated. Apple and Google are third party beneficiaries of this Agreement and as such have the right to enforce the terms and conditions of this Agreement against you. Any end user questions or complaints with respect to HFSS Software should be directed to the following name and address:
HF SOFTWARE SOLUTIONS, INC.
8031 Main Street, Suite 201
Dexter, MI 48130
A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.