Terms Of Service
Please read this End-User License Agreement / Terms of Service Agreement carefully before clicking the “I Agree” button, while using our Platform. By using the Services described in this Agreement, the User/Customer is agreeing to be bound by these Terms of Service.
1. Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The below mentioned definitions shall have the same meaning regardless of whether they appear in singular or in plural.
2. Definitions
For the purposes of this End-User License / Terms of Service Agreement:
2.1. ‘Agreement’ means this End-User License Agreement and the Terms of Service Agreement that forms the entire Agreement between You (i.e. the User) and the Company regarding the use of the online platform and related software (herein known as ‘Platform’ as defined below). The online platform also includes Our mobile application and other platforms which We may introduce from time to time.
2.2. ‘Salus EMR (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to “Salus EMR” having its registered office at 218 Granite Falls Dr, Sunnyvale, TX 75182.
2.3. ‘Content’ refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
2.4. ‘Country’ refers to any country in which Salus EMR operates its business.
2.5. ‘Device’ means any device that can access the Platform such as a computer, a smart phone or a digital tablet, or any other device which has the ability to connect to the internet including Internet-of-Things (IOT) devices.
2.6. ‘Executable format’ means the Platform provided by the Company AS IS.
2.7. ‘Force Majeure’ means anything or any event which is regarded as being beyond the control of any Party to this Agreement and includes but is not limited to acts of God, acts or omissions of any government or any rules, regulations or orders of any governmental authority or any officer, department, agency or instrument thereof; epidemic, pandemic, disease, fire, storm, flood, earthquake, accident, acts of public enemy, acts of terrorism, war, rebellion, insurrection, riot, invasion, strikes, or lockouts, or other industrial disputes (except any strikes, lockouts or industrial disputes involving solely the Company’s employees).
2.8. ‘Platform’ means the online platform with the related e-learning, training programs, assessments, applications other features which may be offered by the Company from time to time and the hosted software programs provided by the Company and made accessible to You through a Device.
2.9. ‘Services’ means the services as specified on the order form or subscription agreement between You and the Company. These Terms of Service along with the applicable order form or subscription agreement constitute as the “Customer Agreement”. Customers may purchase services offered by the Company, from time to time, which are collectively referred to as “Service”.
2.10. ‘Third-Party Services’ means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Platform.
2.11. ‘You’ (referred to as either “You” or “Your” or “User”, “Customer”) means the individual accessing or using the Platform or the institution, or other legal entity on behalf of which such individual is accessing or using the Platform, as applicable.
3. Acknowledgement
3.1. By clicking the “I Agree” button, using the Platform, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not use the Platform. By clicking on the “I Agree” button it is deemed that you have signed/endorsed your acceptance of the terms of this Agreement
3.2. This Agreement is a legal document between You and the Company and it governs Your use of the Platform made available to You by the Company.
3.3. The License granted herein does not grant You any proprietary or ownership rights in the Platform.
4. License
4.1. Scope of License
4.1.1. The Company grants You a revocable, non-exclusive, non-transferable, limited license to use the Platform strictly in accordance with the terms of this Agreement and only in the executable format. By accepting the license, the title of the Company in all the intellectual property rights in the Platform stands irrevocably confirmed.
4.1.2. You may only use the Platform on a Device that You own or control and as permitted under the terms and conditions of this Agreement.
4.1.3. The license that is granted to You by the Company is solely for your personal, purposes strictly in accordance with the terms of this Agreement.
4.1.4. Sub-licensing of the Platform is strictly prohibited and the breach of the same shall result in immediate termination of the license without refund and or any liability. However, in the event that You obtain prior written permission from the Company, You may be allowed to sub-license Your rights and obligations hereunder to use/access the Platform.
4.2. License Restrictions
You agree not to, and You will not permit other third parties to:
4.2.1. License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Platform or make the Platform available to any third party.
4.2.2. Use the Platform for any purpose other than as permitted under the above section ‘License’.
4.2.3. Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Platform.
4.2.4. Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Platform.
5. Content
5.1. Content Restrictions
5.1.1. The Company is not responsible for the entries, information or content of the Platform users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under Your account, whether done so by You or any third person using Your account.
5.1.2. You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
5.1.2.1. Unlawful or promoting unlawful activity.
5.1.2.2. Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, animal cruelty or other targeted groups.
5.1.2.3. Spam, machine or randomly generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
5.1.2.4. Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
5.1.2.5. Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
5.1.2.6. Impersonating any person or entity including the Company and its employees or representatives.
5.1.2.7. Violating the privacy of any third person.
5.1.2.8. False information and features.
5.1.2.9. Submit any content that violates the provisions Health Insurance Portability and Accountability Act (HIPAA) and its corresponding rules and regulations, as amended from time to time. Further, You will also not submit any content violative of the General Data Protection Regulations (GDPR) and the provisions of the Personal Information Protection and Electronic Documents Act (PIPEDA) and its corresponding rules and regulations, as amended from time to time.
5.2. The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Agreement, refuse or remove any Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Platform if You post such objectionable Content.
5.3. As the Company cannot control all content posted by users and/or third parties on the Platform, You agree to use the Platform at Your own risk. You understand that by using the Platform, You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Your use of any content.
6. Copies and Piracy
You are prohibited from removing, reproducing, summarizing or copying the Platform, its code, its user interface, its features and any content relating to the Platform including but not limited to the license key / code provided along with Platform without the express written consent of the Company, which shall either be given or withheld by the Company on its own accord without assigning any reasoning and any liability to You. In the event, You are found to have illegally copied or rendered, in any format, the contents of the Platform without the permission of the Company for the purpose of piracy or otherwise, You shall be liable to pay damages for such loss caused to the Company.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the U.S. District Court for the Northern District of Texas or the state courts located in Dallas County, Texas, and the parties hereby consent to the personal jurisdiction and venue of these courts.
If you are a consumer based in the European Union, this venue provision does not apply, and you may bring claims in the courts of your country of residence. The parties also agree to waive any objection to the jurisdiction or venue in the courts of Dallas County, Texas, under any circumstances.
7. Internet Connectivity and Privacy Policy
The Platform may cause Your Device, without notice, to automatically connect to the Internet and to communicate within the Platform for purposes such as license validation and providing You with additional information, features, or functionality. The following provisions apply to all automatic Internet connections by the Platform:
7.1. Whenever the Platform makes an Internet connection and communicates with Our Platform, whether automatically or due to explicit user request, the Privacy Policy shall apply.
7.2. The Company collects, stores, maintains, and shares information about you in accordance with Our Privacy Policy available at salusemr.com .
7.3. By accepting this Agreement, You acknowledge that You hereby agree and consent to the terms and conditions of Our Privacy Policy.
8. Intellectual Property
8.1. The Platform, including without limitation all copyrights, patents, Trademarks, trade secrets, confidential information and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company. This shall include any updates, changes, bug fixes and other modifications to the Platform or related software therein. This shall also include any feedback, comments, ideas, improvements or suggestions given by You to the development / utilization of the Platform, regardless of whether such feedback, comments, ideas, improvements or suggestions are utilized by the Company in the Platform. Any feedback, comments, ideas, improvements or suggestions provided by You shall be utilized by the Company in an entirely different application without any information or compensation to You. The Company shall also be free to assign or license such feedback, comments, ideas, improvements or suggestions provided by You to third parties.
8.2. You shall not be permitted to use any of the Intellectual Property of the Company except to the extent that is permitted by this agreement. The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Platform. To the extend the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Platform or Your use of it infringes any third party Intellectual Property Rights.
8.3. In the event, You have infringed the Intellectual Property of the Company in any manner, directly or indirectly, the Company shall be entitled to initiate legal proceedings against You for such infringement to obtain injunctive relief as necessary along with claim for damages (or such or claim) that it may incur on account of such infringement.
9. Suggestions and feedback
You are free to provide any feedback, comments, ideas, improvements or suggestions regarding the Platform. Any such feedback, comments, ideas, improvements or suggestions provided by You to the Company with respect to the Platform shall remain the sole and exclusive property of the Company regardless of whether or not such feedback, comments, ideas, improvements or suggestions is utilized/ implemented by the Company. The Company shall also be entitled to use such feedback, comments, ideas, improvements or suggestions provided by You for another application of the Company or shall be free to assign or license the same to third parties. The Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or a compensation payable to You.
10. Modifications to the Platform
The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Platform or any service to which it connects, with or without notice and without liability to You.
11. Updates to the Platform
11.1. The Company may from time to time provide enhancements or improvements to the features / functionality of the Platform, which may include patches, bug fixes, updates, upgrades and other modifications.
11.2. Updates may add, modify or delete certain features and / or functionalities of the Platform. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Platform to You.
11.3. You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Platform, and (ii) subject to the terms and conditions of this Agreement.
12. Maintenance
12.1. Customer agrees that Company may install software updates, error corrections, bug fixes and software upgrades to the Service as the Company deems necessary from time to time. All such updates, error corrections, bug fixes and upgrades will be considered part of the Service for purposes of this Agreement.
13. Support
13.1. MAINTENANCE AND SUPPORT - TRIAL VERSION
In the event that a User avails or opts for/subscribes to the Trial Version of the Service being offered by the Company, the terms of this section shall apply.
The Company, may at its option and sole discretion provide the User with an email and telephone assistance/support from 09:00 hours to 17:00 hours, Central Time Zone, Monday through Friday, except on National or State holidays, for the duration of the trial period. The Company reserves the right to provide technical assistance on a priority basis. Although reasonable efforts will be made to successfully resolve support questions, the Company will not be held responsible for its inability to successfully resolve issues. The Company will not provide assistance for any product, service, third-party application or equipment other than that of the Company or duly associated with the Company. The Company shall not be responsible for any telephone, internet and email costs incurred by You to utilize Salus EMR Maintenance and Support.
13.2. MAINTENANCE AND SUPPORT - FULL VERSION
13.2.1. In the event that a User avails or opts for/subscribes to the Full Version of the Service being offered by the Company, the terms of this section shall apply.
13.2.2. If a User opts for or subscribes to a Full Version of the Company’s subscription directly from the Company or through a Reseller you are entitled to receive maintenance, support and upgrade services for a period of twelve (12) months or on a month to month basis from the "Order date" displayed on your corresponding Salus EMR Corporation invoice, in accordance with the following terms:
(a) You are eligible to receive all maintenance releases and updates, including upgrades to new Salus EMR software version number(s) if the Company should release such upgrades during the period that you have subscribed for. (b) Software that the Company introduces as a separate product or as an add-on is not included in the support provided for the duration of Your subscription period, i.e. for a period of (12) months or month to month. (c) Maintenance releases, updates and upgrades may or may not include additional features.
13.2.3. The Company shall provide maintenance for those software failures, malfunctions, defects, or nonconformities, which prevent the licensed Salus EMR software from performing in accordance with the Company’s printed documentation and specifications. At the discretion of the Company, bug fixes, minor releases, patches or Full Versions may be made available on the Salus EMRs Support Portal to fix any such problems You report. Should the Company resolve a problem, immediately upon gaining knowledge of the same, the Company shall not be obligated to provide further assistance.
13.2.4. It will be Your sole responsibility to: (i) notify the Company immediately of any failure, malfunction, defect or nonconformity, which prevents the licensed Salus EMR software from performing in accordance with the Company’s printed documentation and specifications, and provide the Company with complete information thereof; (ii) comply with all Company specified operating and troubleshooting procedures; (iii) provide for the security of Your confidential information; (iv) establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.
13.2.5. The Company is not obligated to fix errors that are immaterial or which do not affect the objective which the software is required to perform. Immaterial errors are those that do not significantly impact use of the licensed Salus EMR software. All other requests for service, such as normal Salus EMR software discrepancies, will be resolved within the Company’s normal maintenance process. Support provided during your licensed Support Period only covers issues or questions resulting directly out of the operation of the licensed Salus EMR software and the Company will not provide the User with generic consultation, assistance, or advice under any circumstances, including assistance for any product, service, third party software or equipment other than the licensed Salus EMR software.
13.2.6. To receive services during your licensed support period, You may be required to update or install software not specifically covered by this Agreement. Updates of the operating system and application software not specifically covered by this Agreement are Your responsibility and will not be provided by the Company under this Agreement.
13.2.7. The Company’s obligations are contingent upon your proper use of the Salus EMR Software and Your compliance with the terms and conditions of the Agreement at all times. The Company shall be under no obligation to provide the Services described herein if, in the Company’s opinion, the Salus EMR Software has failed due to the following conditions: (i) damage caused by the relocation of the licensed Salus EMR software to another location or CPU; (ii) alterations, modifications or attempts to change the Salus EMR software without the Company’s written approval; (iii) causes external to the Salus EMR Software, such as, the failure or fluctuation of electrical power, or computer equipment failure; (iv) Your failure to maintain the Salus EMR Software at the Company’s specified release level; or (v) use of the Salus EMR Software with other software without the Company’s prior written approval.
13.2.8. Service during your licensed support period does not include design enhancements. Service during the First Twelve Month Support Period does not cover support for customization or special configuration of the licensed Salus EMR software. The Company shall not be responsible for any telephone, internet and email costs incurred by You when utilizing the Services described herein. These Services do not include consultation services. The User shall be aware of the following: (i) Salus EMR may contain technical restrictions and limitations; (ii) correct operation of Salus EMR software may depend on various configuration parameters you provide; (iii) operation of Salus EMR software may be affected by network-related or telephonic problems; (iv) network configuration changes may affect the performance of Salus EMR software; (v) other applications or security related measures may limit or prevent the Salus EMR software from functioning as intended by the Company. Although, all reasonable efforts will be made to successfully resolve failures, malfunctions, defects or nonconformities, the Company will not be held responsible for its inability to successfully resolve every issue.
13.2.9. Service can be requested by the User by using the email (support@salusemr.com) or by telephone in the US 888-3-EMR-EHR or 888-336-7347 or from outside the US by calling +1 (806) 4-EMR-EHR or +1806-436-7347 from 8:00 hours to 18:00 hours, CST Time, Monday through Friday, except on National or State holidays.
The Company maintains a support portal that includes both public resources and various access controlled features. Throughout your licensed support period You shall be entitled to use any access controlled features, which may include downloadable bug fixes, minor releases, patches or full versions that are otherwise unavailable to non-Licensees.
Beyond the licensed support period described herein, the Company, completely at their own discretion, may or may not offer optional maintenance, support and upgrade services for Salus EMR as set out in the Salus EMR Service Plan Agreement as periodically updated.
14. Third-Party Services
14.1. The Platform may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
14.2. You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-party Services.
14.3. You must comply with applicable Third parties’ terms of agreement when using the Platform. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at Your own risk and subject to such third parties’ Terms and conditions and Privacy Policy.
14.4. The Company reserves the right to place advertisements or messages from third parties including but not limited to free claimed listings web pages as well as free versions of the Service, if any.
15. Term and Termination
15.1. This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
15.2. Notwithstanding anything contained in this Agreement, the Company may elect to terminate this Agreement with You in the event the Platform becomes unworkable or cannot be implemented due to any Force Majeure Event for a period exceeding thirty (30) consecutive days. However, no party shall be liable to each other if the Agreement is terminated due to a Force Majeure situation.
15.3. The Agreement shall be terminated immediately by the Company if (i) You commit a material breach of any of the terms of this Agreement or its obligations hereunder; (ii) Bankruptcy proceedings has been initiated against the Company or the Company ceases to carry on business as a going concern, or it becomes unlawful for it to carry on its business or any part thereof for any reason under any law for the time being in force; (iii) You are making unauthorized copies or involved in the piracy of the Platform. You may also terminate this Agreement by discontinuing from using the Platform and all copies thereof from Your Device or from Your computer. In the event the Company terminates the Agreement, all the functions of the Platform shall stop working.
15.4. Upon termination of this Agreement, You shall cease all use of the Platform and delete all copies of the Platform (if any) from Your Device.
15.5. Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of Your obligations under the present Agreement.
16. Subscription and Renewal
This Agreement shall be subject to the renewal of Your subscription. Under the circumstances that You fail to renew Your subscription plan for the use of this Platform or other features provided by the Platform, the Company shall not be duty bound to record or maintain any information pertaining to You on the Platform.
16.1. Subscription Term and Termination of Agreement
16.1.1. The term of this Agreement will be either month-to-month or annual (“Subscription Term”), depending on which subscription you signed up for in your subscription details tab within your Salus EMR account settings. The Subscription Term commences on the Effective Date discussed above in the Introduction section of this Agreement and will automatically renew on a monthly basis for month-to-monthly contracts and on an annual basis for annual contracts until either Party terminates in accordance with this Agreement. Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.
16.1.2. The Company will provide 40 hours of training once the User subscribes to the full version subscription of the Service and any additional training will be chargeable at $100.00 per hour, which will be charged immediately on completion of the 40 hours of training as aforementioned. The additional training will be paid for and billed through the approved credit or debit card(s) or bank account(s) associated with your account before any such training can be scheduled.
16.1.3. Either party may terminate the Agreement and/or any Services at any time for any reason by providing notice in writing to the other Party at least 30 days before the end of the relevant Subscription Term. Your notice of termination must be sent via email with return receipt requested to (subscriptions@salusemr.com ).
17. Indemnification
You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your: (a) use of the Platform; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third-party.
18. No Warranties
18.1. The Platform is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and subsidiaries and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Platform, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Platform will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
18.2. Without limiting the foregoing, neither the Company nor any of the Company’s providers makes any representation or warranty of any kind, express or implied:
(a) as to the operation or availability of the Platform, or the information, content, and materials or products included thereon;
(b) that the Platform will be uninterrupted or error-free;
(c) as to the accuracy, reliability, or currency of any information or content provided through the Platform; or
(d) that the Platform, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, Trojan horses, worms, malware, time bombs or other harmful components.
18.3. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.
19. Compliance
19.1. The Company does not provide any kind of medical advice, diagnostic services or prescribe medication to its Customers.
19.2. Use of the Service will not be considered as a substitute to the professional judgement of a duly registered and recognized healthcare professional for diagnosing and treating patients.
19.3. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients’ medical and medication history and allergies and any other complications), obtaining patient’s consent to use the Service (including, without limitation, the Patient Portal), and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of Customer’s acts or omissions.
19.4. Customer assumes all risks associated with Customer’s clinical use of the Service for the treatment of patients.
19.5. Neither the Company nor its affiliates, subsidiaries or licensors will be liable for or responsible for any damage or injury or untoward incident (including death) of a patient, other persons or any tangible or intangible property arising from the use of the Service.
19.6. Customer’s compliance with medical records retention laws and patient records access:
19.6.1. Customer is responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information, and patient authorization to release data.
19.6.2. Customer must obtain any necessary patient consent prior to using the Service (including, without limitation, the Patient Portal) and will apply settings to exclude information from availability in the Patient Portal as necessary to comply with state or federal law.
19.7. Health Insurance Portability and Accountability Act (HIPAA)
19.7.1. To perform the Service, the Company may perform or assist in performing any function or activity on the Customer’s behalf that involves the use and disclosure to Protected Health Information (as defined in 45 C.F.R. 164.501; PHI).
19.7.2. The parties may use or disclose such PHI as required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Standards for Privacy of Individually Identifiable Health Information (Privacy Rule) and the Standards for Security of Electronic Protected Health Information (Security Rule) promulgated thereunder, and the Health Information Technology for Economic and Clinical Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) (HITECH Act).
19.8. General Data Protection Regulations (GDPR) and Personal Information Protection and Electronic Documents Act (PIPEDA).
19.8.1. The Company will perform its Service in compliance with the provisions of the GDPR and PIPEDA and any requirements/obligations under these provisions will be strictly complied by the Company in its true sense and meaning.
19.8.2. The Company may use or disclose any information of the User as required by the provisions GDPR or PIPEDA.
19.9. All kinds of confidential or sensitive information as provided by any law for the time being in force will be used and disclosed only as per the applicable provisions of law and in no case in violation of such applicable laws.
20. Limitation of Liability
20.1. Liability of the Company by claims of third parties:
You hereby agree to defend, indemnify and hold harmless, the Company from and against any and all claims/ losses in connection with any action, or potential action, against the Company by a third party due to Your direct or indirect actions. In the event of such Claims, You shall also pay all reasonable and actually incurred expenses, including but not limited to travel, lodging, and any other reasonable accommodations, for any of the Company’s representative who participates in any proceeding in connection with such Claim at Your request. If a Claim is sustained in a judgment by a court of competent jurisdiction, then You shall pay or otherwise satisfy any monetary award entered against the Company as part of such judgment.
20.2. Claims made by you against the Company:
Notwithstanding any damages that You might incur, the entire liability of the Company under any provision of this Agreement and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Platform or through the Platform.
20.3. To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, exemplary or Consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Platform, third-party software and / or third-party hardware used in the Platform, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
20.4. Some states / jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
21. Severability:
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
22. Waiver:
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
23. Product Claims
23.1. The Company does not make any warranties concerning the Platform. To the extent You have any claim arising from or relating to Your use of the Platform, the Company is responsible for addressing any such claims, which may include, but not limited to:
23.1.1. any product liability claims;
23.1.2. any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and
23.1.3. any claim arising under consumer protection, or similar legislation.
24. United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
25. Changes to this Agreement
25.1. The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.
25.2. By continuing to access or use the Platform after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Platform.
26. Governing Law and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the U.S. District Court for the Northern District of Texas or the state courts located in Dallas County, Texas, and the parties hereby consent to the personal jurisdiction and venue of these courts.
If you are a consumer based in the European Union, this venue provision does not apply, and you may bring claims in the courts of your country of residence. The parties also agree to waive any objection to the jurisdiction or venue in the courts of Dallas County, Texas, under any circumstances.
In any State where the stipulation concerning exclusive venue is not held to be valid by law, stands excluded from the aforementioned clause.
27. Entire Agreement
27.1. The Agreement constitutes the entire agreement between You and the Company regarding Your use of the Platform and supersedes all prior and contemporaneous written or oral agreements between You and the Company.
27.2. You may be subject to additional terms and conditions that apply when You use or purchase other Company’s services, which the Company will provide to You at the time of such use or purchase.
28. Contact Us
If You have any questions about this Agreement, You can contact Us:
By email: legal@salusemr.com or
By visiting this page on our website: salusemr.com
Terms Of Use
This online platform salusemr.com is a website registered in the name of Salus EMR a company incorporated under the laws of Texas, United States of America. Throughout the site, the terms “we”, “us” and “our” refer to Salus EMR. Salus EMR offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
These terms and conditions are a legally binding agreement which govern access to and use of the Service provided by Salus EMR through our website or mobile application hosted at salusemr.com as well as on external servers, domains, sub-domains including those owned and operated by third-parties.
By visiting our site and/or purchasing something our Service, you engage in our “Service” and agree to be bound by the following terms of use (“Terms of Use”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Use apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.
By accessing or using any part of the site, you agree to be bound by these Terms of Use. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services.
Any new features or tools which are added to the current store shall also be subject to the Terms of Use. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to our website. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the service or any related website for violating any of the prohibited uses.
We use your personal, health and business information in accordance with our privacy policy (which is incorporated by reference) and these terms. By using our website and Service, you consent to such processing, and you warrant that all information provided by you is accurate and lawfully obtained. To the extent you provide us with personal and health information of third parties and/or minors, you represent and warrant that you have the lawful authority to provide us with such information and have complied with all applicable laws, rules and regulations whether domestic or foreign.
For more information on how we handle personal information and data, please visit our privacy policy.
SERVICE PROVIDED BY SALUS EMR AND ITS USE
The Company provides a host of services including but not limited to:
1. Create and submit electronic forms and send them via email to other clients or other persons.
2. Provide access to booking appointments or meetings between service providers and their customers or patients.
3. Other functions as may be offered by us from time to time:
Information collected and stored by our Service, including forms, booking information, shared documents, online messages and other information is hosted by Salus EMR on our servers and with other third-parties. We use different third-party providers to facilitate providing additional Services like E-Prescribing, which enables obtaining electronic copies of prescriptions, thereby making the entire process to provide quality healthcare, easily accessible and without any ambiguity. In addition to the E-Prescribe Service, Salus EMR also provides a customer with Services for Electronic Prescriptions for Controlled Substances (EPCS) for obtaining prescriptions of controlled or scheduled substances under law. If a customer desires to use the EPCS Service, offered by Salus EMR, then the following is applicable:
a) Usage: The Electronic Prescription account will be assigned to a specific provider (‘Prescribing Provider’), which will be authorized by the customer. In lieu of this, each Prescribing Provider will be provided with a Hard / Soft Token and confirmation letter. It is pertinent to take note that these Hard / Soft Tokens will be provided on submission of a valid identity proof. Further, if such Hard / Soft Token is lost, damaged, or becomes inoperable in any manner whatsoever, an additional fee will be charged to obtain a new Hard / Soft token. Moreover, if the Prescribing provider, instead of using a Hard / Soft Token, opts for using a Soft Token, the same must be downloaded and kept on a separate device than the device through which the Prescribing Provider will gain access to the EPCS Service.
b) Agreement: Each and every Prescribing Provider, by choosing to opt for the EPCS Service, represents, warrants and agrees to retain the sole possession of the Hard / Soft Token and not share, either the login details or the password/passphrase with any other person or entity. It is further agreed that the EPCS account of Prescribing Provider will be subject to revocation or suspension on failure to secure the token, login details or any biometric information as per the discretion of Salus EMR.
c) Obligation: if a customer or a Prescribing Provider gains knowledge, either through a pharmacy or through any other person/entity, that there are some errors or incorrect details mentioned including the United States Drug Enforcement Administration (DEA) number, then it will be the customer’s/Prescribing Provider’s obligation to inform Salus EMR of the same, within one (1) day of gaining such knowledge of such error or incorrect information. It will also be obligatory on the Prescribing Provider to inform whether the authentication details have been compromised in cases of loss or theft of its token, within one (1) day of gaining such knowledge. Further, the Prescribing Provider is responsible for all prescriptions of controlled/scheduled substances, written using its two-factor authentication credentials. The Prescribing Provider further agrees to prescribe controlled/scheduled substances only for legitimate medical purposes and not in any other circumstances which does not warrant prescribing controlled/scheduled substances. Furthermore, the Prescribing Provider agrees to review the security logs on a daily basis to identify and verify any security incidents/lapses and in any case where such an incident is discovered, to report the same to the DEA or any other authority responsible for taking action and provide Salus EMR with a report of the same.
d) General: Every customer who opts for the Service for E-Prescribe (Non-EPCS) then the customer and Prescribing Provider agree not to grant or give away the login and password credentials to any other person. Further, the customer as well as the Prescribing Provider agree to abide by the policies of Salus EMR and the E-training provided.
If you have any questions about our Service, please contact us at support@salusemr.com .
4. In different scenarios, our Service sends commercial electronic messages, including emails and SMS/text messages to email addresses and phone numbers you upload to the Service. You are solely responsible for all such messages that are sent using our Service. Whether you are a service provider paying for our Service, a user, client, prospective client, patient or prospective patient of a service provider, these Terms and all policies incorporated by reference apply to you.
5. SMS Marketing Feature
Salus EMR also offers its users including customers, patients and service providers with a SMS marketing feature ("SMS Feature") that allows one to send and receive SMS messages with patients or customers who opt-in. Standard messaging rates will apply to those users who opt for this feature. Any user who opts to use this feature, agrees to follow the mandate contained in the CTIA Short Code Monitoring Handbook ("CTIA Handbook") and the Telephone Consumer Protection Act of 1991 ("TCPA"). Links to both documents are available online.
No Unsolicited Messages: You agree that you will not send unsolicited messages, defined as messages sent without prior consent or those sent after someone has opted out, except for a final opt-out confirmation.
Compliance with Policies: All messages sent by the users of this feature, must align with the relevant use and privacy policies of Salus EMR. These messages shall be sent only in strict compliance of the policies of Salus EMR and under those required under the law for the time being in force.
Opt-In Requirements: Messages should only be sent after a patient or user has actively opted in through clear and unambiguous language to receive such messages. Simply entering a phone number is not sufficient. Patients and users must fully understand they are opting in to receive messages. Moreover, enrolment of a patient or a user in multiple short code programmes through the use of the SMS Feature is prohibited, without the express written consent of such patient or user.
Opt-In Confirmation: After a patient or user opts in, a confirmation message verifying their enrolment must be sent.
Message Content:
- Product Description: A short description of the messages the patient will receive, e.g., "Sign up for text messages about our specials!"
Fee Disclosure: Messages sent to residents of the United States of America, must include "Message and data rates may apply." For Canadian residents, the message "Standard message and data rates may apply.", shall be included.
Message Frequency Disclosure: State how often they will receive messages, either specific (e.g., "1 message per day") or general (e.g., "Message frequency varies").
Link to Privacy Policy: You must provide a clear link to your privacy policy in the initial opt-in message.
Contact Information: Clearly provide contact details for the patient or user support. The "HELP" keyword, should at least, return information on how to contact you. This information can include an email address, phone number, or a link to a webpage which the patient or user can easily access to derive support. Further, you should display this information at least once every 30 days.
Opt-Out Information: All opt-in messages should mandatorily include opt-out instructions.
Opt-Out Process: A functioning opt-out mechanism is required, and you must honour opt-out requests. You must respond to keywords like "STOP," "END," "CANCEL, UNSUBSCRIBE" etc., and provide opt-out instructions regularly (at least once every 30 days). Usage of prefix or suffix words, punctuations, or any other combination should not hamper the intent of the user or patient to opt-out from the SMS Feature. A final confirmation message may be sent to acknowledge and inform the user or patient that as per the their request, they have been successfully opted-out from the SMS Feature.
Terms and Conditions: You agree to include the SMS marketing campaign requirements in your mobile terms or user agreement, which must be approved by patients or clients before sending them messages.
Violation Consequences:
- First Violation: Salus EMR will notify you of the violation, by sending an email to the registered email address, provided by you and your ability to use the SMS Feature will be suspended for up to 30 days from the date of such notification. You must provide proof of correction within 30 days and if you fail to correct the issue, you may be permanently excluded from using the SMS Feature.
- Second Violation: Your account will immediately be locked and suspended, and the SMS Feature will be suspended. You will be notified by email and may be permanently excluded from using the feature. For further support reach out to us on support@salusemr.com.
Representations and Warranties: Service Provider
As a service provider using our platform, you confirm and guarantee that:
You have the legal authority, according to all applicable laws, to collect, store, and use personal and health information gathered through the service.
You will use the service in compliance with all relevant laws, regulations, and our Acceptable Use Policy.
You have obtained consent from each individual whose data you collect, including clients, prospects, customers, patients, and others. This consent must be:
(a) explicitly given by the individual;
(b) knowledgeable and informed;
(c) relevant to the information you collect;
(d) not obtained through any deceptive or coercive methods.
You will send messages only to individuals with whom you have a professional relationship (clients, prospects, customers, patients, etc.), ensuring compliance with domestic and international anti-spam laws. You will not send unsolicited commercial electronic messages through the service.
Responsibility for Data: You accept full responsibility for any damages, fines, or penalties (except those resulting from our gross negligence) related to the collection, storage, misuse, loss, or theft of any personal or health information you gather and store using our service from your clients, prospects, customers, patients, or others.
Client Agreements and Consents: You are responsible for ensuring that you have proper agreements and consents in place with your clients, prospects, customers, patients, or anyone else you interact with or send messages to through the Service. These agreements must authorize us to collect and store personal and health data on your behalf as an IT service provider, and inform them that you’re using our intake, messaging, data transmission, document-sharing, and scheduling services and other services like fax, reporting, resulting, E-Prescribe, E-Prescribe with EPCS, Lab ordering, Pharmacy ordering. Additionally, you must have all necessary privacy policies in place for the collection, storage, and use of personal and health information.
Electronic Agreements: If you use our Service to create agreements electronically with clients or others, it is your responsibility to ensure that such agreements are legally valid and enforceable under the relevant and applicable laws.
No Agency Relationship: We are not your agent. Our Service simply supports your processes related to intake, scheduling, messaging, document sharing, and forming contracts with clients and others. It is your responsibility to have your own terms, conditions, privacy policies, or other applicable agreements governing your relationship with those third parties.
Breach Notification: You must inform your clients, prospects, customers, patients, or anyone else whose personal health information is handled through our Service if you believe their information has been stolen, lost, or accessed without authorization, at the earliest reasonable opportunity.
Response to Inquiries: You must promptly address any inquiries from third parties, such as prospects or patients, regarding your data practices, requests for access or correction of information, and complaints about your handling of their data.
Maintaining Contact Information: You must keep Salus EMR updated with the current representative or authorized person for contact purposes and any requests you make to Salus EMR.
TERMS APPLICABLE TO ALL END-USERS
If you are a user accessing our Service or sharing your personal or health information through our Service, you acknowledge, agree, and confirm that service providers are permitted to collect and store your personal and health data. Additionally, you agree to use our Service in compliance with our End-User License Agreement.
By agreeing to these Terms of Use, you represent that you are a person who is capable of entering into a legal and valid contract under the applicable municipal, provincial or federal laws and you have given us your consent to use your information as per applicable laws. If you are a minor or any person who is not eligible to enter into a contract as per the said act then the use of the website and transaction can be made through a legal guardian or parent or a person. Further, you may not use our products for any illegal or unauthorized purpose nor may you, in the use of the service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. Any breach or violation of any of the Terms of Use will result in an immediate termination of your services.
PRIVACY INFORMATION
Through your use of the Service offered by Salus EMR through our website and application(s), you may provide us with certain information. By using the website or the Services, you authorize the Company to use your information in any country where we may operate. The user hereby consents and admits, expresses impliedly or otherwise and agrees that he/she has read and fully understands the Privacy Policy of Salus EMR, the website and unconditionally undertakes to read the same from time to time.
A. Information we may collect or receive: Depending on how you use our website or services, we may receive information from external applications you use to access our website, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.
B. How we use information: We use the information gathered from you to ensure your continued good experience on our website. We may also track certain of the passive information received to improve our marketing and analytics, and for this, we may work with third-party providers, including other marketers.
C. How you can protect your information: If you would like to disable our access to any passive information we receive from the use of various technologies, you may choose to disable cookies in your web browser.
COPYRIGHT
All content included on this site, such as text, graphics, logos, button icons, photographs, images, sounds, music, artwork, audio clips, digital downloads, data compilations, computer codes and software (for the sake of brevity “Content”) including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangements of such content, is the property of Salus EMR or its content suppliers and protected by the applicable copyright laws. The compilation of all content on this site is the exclusive property of Salus EMR and protected by applicable copyright laws. All software used on this site is the property of Salus EMR or its software suppliers and protected by applicable copyright laws.
Unless otherwise expressly provided in this Terms of Use or in writing, no part of the website or its contents may be copied, reproduced, republished, uploaded, downloaded, posted, publicly displayed, encoded, transmitted, translated or distributed in any manner to any other computer, computer system, computer network, server, website, social media platforms, or other medium of publications (print or electronic) or distribution or for any commercial use or expression in any manner.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at legal@salusemr.com . While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.
TRADEMARKS
Salus EMR & design and other trademarks indicated on our site are registered trademarks of Salus EMR. All graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Salus EMR. Salus EMR trademarks and trade name may not be used in connection with any product or service that is not in any manner likely to cause confusion among customers, or in any manner that derogates or disparage or discredits its registered trade name or trademark. All other trademarks not owned by Salus EMR or its subsidiaries that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Salus EMR.
GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. Further, you agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the products, service, use of the service, or access to the service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Use.
LICENSE TO USE WEBSITE
We grant you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Salus EMR. This license will be subject to the terms and conditions as mentioned in the End-User License Agreement and Terms of Service Agreement.
We may provide you with certain information as a result of your use of the website or services. Such information may include, but is not limited to, documentation, data, or information developed by us, and other materials which may assist in your use of the website or services. This information may not be used for any other purpose and this license terminates upon your cessation of use of the website or services or the Customer Agreement or at the termination of these Terms of Use.
You agree not to collect contact information of other users from the website or download or copy any information by means of unsolicited access so as to communicate directly with them or for any reason whatsoever.
Any unauthorized use by you shall terminate the permission or license granted to you by the website and You agree that you shall not bypass any measures used by Salus EMR to prevent or restrict access to the website.
DISCLAIMER OF WARRANTIES: LIMITATION OF LIABILITY
You agree that, to the fullest extent allowed by law, neither we nor our affiliates, officers, directors, shareholders, employees, contractors, agents, suppliers, or licensors will be held liable, under any circumstances, for any indirect, special, incidental, punitive, exemplary, or consequential damages, no matter the legal theory or whether we were warned of the potential for such damages, or if they were foreseeable.
Additionally, you agree that, to the fullest extent permitted by law, the total liability for any claims related to or arising from the use of our website or services, or in connection with these terms, will not exceed the greater of: (a) the total amount You paid in the last six (6) months, or (b) one hundred dollars ($100).
You acknowledge and agree that your access to our website and services, and any fees paid by you (if applicable), reflect the distribution of risk as outlined in these terms. We would not have entered into this agreement or provided access to the website or services without these liability restrictions.
INDEMNIFICATION AND HOLD HARMLESS
You agree to protect, indemnify, and hold us, as well as our affiliates, employees, shareholders, directors, agents, representatives, and contractors, harmless against any claims or liabilities (including reasonable legal fees) that result from: (i) your breach of these terms or any incorporated policies; (ii) your violation of any third-party rights; (iii) any false representation or warranty you made to us, whether in these terms, the privacy policy, or elsewhere; or (iv) any claims for damages suffered by you, your employees, contractors, users, patients, prospects, or customers.
TERMS APPLICABLE TO API CLIENT PROVIDERS AND USERS
We may allow certain individuals and businesses ("API Providers") to use our Application Programming Interface ("API"). If you are an API Provider or if you are accessing our service, data, or information through an API client hosted on a separate web domain, you agree that these terms will apply to you and are legally binding.
SEVERABILITY
If any part of these terms is determined to be illegal, invalid, or unenforceable for any reason, that provision will be considered separable from the rest of the terms and will not impact the validity and enforceability of the remaining provisions.
If a provision is found to be illegal, invalid, or unenforceable, a legal or enforceable term that closely aligns with the original intent of the provision will take its place.
INCORPORATION BY REFERENCE
All policies referred to in these Terms or anywhere on our Website or Service are hereby incorporated by reference, including but not limited to our Privacy Policy and Terms of Service Policy.
ENTIRE AGREEMENT
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of Salus EMR.
COMPLIANCE OF HIPAA, GDPR, HITECH AND PIPEDA COMPLIANCE TERMS
Salus EMR is in compliance of the provisions of the applicable laws, rules and regulations and maintains the highest standards of privacy and protection of data of its users.