2017, Dr. Rounds, LLC

All Rights Reserved.

Dr. Rounds LLC, Dr. Rounds Cloud WebApp Website, and Dr. Rounds Cloud mobile apps

Terms of Use

Please read the following Dr. Rounds LLC (“Dr. Rounds Cloud,” “Dr. Rounds LLC,” “We,” “Us,” or “Our”), Dr. Rounds Cloud WebApp website, and Dr. Rounds Cloud mobile apps Terms of Use (the “Terms”) carefully. If this is your first time accessing this Dr. Rounds Cloud WebApp website and/or Dr. Rounds Cloud mobile apps (“Site”, “App”, “Software”) collectively termed Dr. Rounds Services, by using the Dr. Rounds Services, you (“User,” “You,” “Your” or “Yourself”) automatically agree to these Terms and You choose to use the Dr. Rounds Services purchased by You and to access Your Dr. Rounds Cloud Account (“Account”). By using the Dr. Rounds Services, You represent that You have read these Terms and agree to accept and follow them and You acknowledge the disclaimers, warnings and other disclosures made in these Terms. Once You have agreed to these Terms by the use of Dr. Rounds Services, We shall permit You to activate the Dr. Rounds Cloud Services and access this Service and Your Account. If You decline acceptance, you are advised to stop using the Dr. Rounds Services and delete the Dr. Rounds mobile app off your smartphone or tablet.

If You are an individual, You must be an adult of at least 18 years of age to obtain or use any Dr. Rounds Cloud Services and by accepting these Terms, You confirm that (a) You are an adult of at least 18 years of age, and (b) You are accepting these Terms on behalf of Yourself and all others in Your group who will use the Dr. Rounds Cloud Services (You and such other users of the Dr. Rounds Cloud Services collectively, “Users”). If You are an entity, by accepting these Terms, You confirm (through Your duly authorized representative) that (a) Your authorized representative is an adult of at least 18 years of age, and (b) You are a corporation, partnership or other legal entity, duly formed (and incorporated if applicable) and in good standing where required to do business with all legal authority and power to accept these Terms, (c) these Terms constitute a valid and binding obligation for You, and (d) You agree to these Terms on behalf of Yourself and all other users of the Dr. Rounds Cloud Services (You and such other users of the Dr. Rounds Cloud Services collectively, “Users”).

DR ROUNDS LLC RESERVES THE RIGHT AT ITS SOLE DISCRETION TO CHANGE, MODIFY, ADD, OR REMOVE ANY PORTION OF THIS SITE OR THESE TERMS, IN WHOLE OR IN PART, AT ANY TIME AND FOR ANY REASON. CHANGES TO THESE TERMS OR THIS SITE WILL BE EFFECTIVE WHEN POSTED. YOU AGREE TO REVIEW THESE TERMS PERIODICALLY TO BE AWARE OF ANY CHANGES. YOUR CONTINUED USE OF THIS SERVICE AFTER ANY CHANGES TO THE TERMS OR THIS SERVICE WILL BE CONSIDERED ACCEPTANCE OF THOSE CHANGES. DR ROUNDS LLC WILL MAKE AN ATTEMPT TO CONTACT, VIA EMAIL, ALL USERS IN THE EVENT OF MAJOR CHANGES TO THESE TERMS. THESE TERMS GOVERN YOUR USE OF THIS SERVICE. IN THE EVENT THAT YOUR CONTRACT (DEFINED BELOW) TERMINATES FOR ANY REASON OR ANY ALLEGED OR ACTUAL VIOLATION OF THESE TERMS OR GOVERNING LAW OCCURS, DR. ROUNDS LLC MAY, IN ITS SOLE DISCRETION AND WITHOUT NOTICE, BLOCK OR RESTRICT YOUR ACCESS TO THIS SERVICE AND/OR PURSUE LEGAL ACTION AGAINST YOU.

These Terms are part of the Dr. Rounds Cloud Services Contract, Dr. Rounds Cloud Master Agreement, or any other agreement (as amended, restated, modified or supplemented and including all exhibits, schedules, riders and other attachments to such agreement, the “Contract”) entered into by and between Dr. Rounds LLC and You, acquired by Dr. Rounds LLC or under which Dr. Rounds LLC provides Dr. Rounds Services as an independent contractor. The Contract, including but not limited to the Limited Warranty, No Liability, Limited Liability and Hold Harmless clauses contained therein, the Rider For Dr. Rounds Services between Dr. Rounds LLC and You (the “Rider”), these Terms, Our general website terms of use and privacy policies governing Your use of any other Dr. Rounds LLC website (“Other Website”) which is not governed by these Terms, which terms and policies are accessible by following the hyperlinks at the bottom of the website pages of such websites (“Other Website Terms”), and any software license that accompanies any products or software (“Software”) provided to You for use with the Dr. Rounds Services or the Dr. Rounds Cloud compatible hardware such as smartphones and tablets (“Dr. Rounds Cloud Equipment”) purchased by You as part of the Dr. Rounds Services (“Software Licenses”; and collectively with the Contract, the Rider, these Terms and the Other Website Terms, the “Services Agreement”) contain the complete terms and conditions governing Your use of the Dr. Rounds Services, the Dr. Rounds Cloud Equipment, this Site, any Other Website and the Software. In the event of any conflict or inconsistency between the Contract, the Rider these Terms, any Other Website Terms and any Software Licenses, the more stringent provision, as determined by Us in Our sole discretion, shall take precedence and control.

Terms of Use

1. The pages and materials contained within our Service are Our property or are owned by a third party and are used by Us under license. This Service is a secured on-line program that allows You to manage Your use of the Dr. Rounds Service. The Dr. Rounds Service incorporates software that consists of interactive Internet applications that perform a variety of communications over the Internet as part of their normal operation. Some of these communication features are automatic and are enabled by default. By agreeing to these Terms, You consent to the Dr. Rounds Service communication features, which include, among other things, communication of Your Account Information (defined later in these Terms) between the Dr. Rounds Cloud Equipment and Our servers. Once You use the Dr. Rounds Cloud Equipment, User information including Your Password (as hereinafter defined) may be sent in communications with Our contractor’s and/or Our servers. This information is used to access Your Account and to provide the Dr. Rounds Service. Our contractors and We may match this information to personally identifiable information in order to provide You with the Dr. Rounds Service.

2. Subject to these Terms, We grant You a non-transferable license to use Your Site password (“Password”) to access Your Account for this Service for Your own personal use, and to use the Dr. Rounds Service in accordance with the Services Agreement, solely to facilitate Your business with Us. You agree that You will not permit or allow any third party to use or access Your Password, this Service, or any Personal Information (as defined later in these Terms) contained therein (collectively, the “Account Information”) and that You shall not use any proprietary or confidential information contained within this Service or Your Account Information for any purpose other than to facilitate Your business with Us. You may not publish, display, disclose, modify, distribute, or create derivative works based on this Service, any Software, Your Account Information or any part thereof other than in the regular course of facilitating Your business with Us. You may not reverse engineer, recompile, translate, adapt, or disassemble any Software, this Site or any part thereof. You may not transmit Your Account Information to any third party without Our prior written approval. You agree to comply with all trademark, copyright and other laws worldwide in Your use of this Service and to prevent any unauthorized copying of the materials and information contained within this Service. Except as expressly provided herein, We do not grant any express or implied right to You under any patents, trademarks, copyrights, or trade secret information.

3. As a condition of Your use of the Dr. Rounds Service, You will comply with all applicable Federal, state and/or local laws, rules, and regulations in Your use of the Dr. Rounds Service, including without limitation, all applicable laws that limit, condition or prohibit Your usage of electronic protected health information (“ePHI”) transmission. You are solely responsible for being informed about any such laws, rules, or regulations. If We have any reason to suspect that You are violating any applicable law, rule, or regulation, especially set forth by HIPAA / HITECH, We may investigate the suspicion and determine in Our sole discretion whether to notify the proper authorities and/or terminate Your access to the Dr. Rounds Service. You agree that We may, without notice to You, disclose any of Your electronic communications of any kind to satisfy any law, regulation, or government request; or if such disclosure is necessary to protect Our rights or property or the rights or property of any third party.

4. You have no ownership rights with this Service or Your Account Information except for the ePHI you generate. Rather, You have a license to use this Service and access Your Account Information as long as these Terms remain in force and effect. You understand and agree that We may revoke Your use of this Service or Your Account Information at any time in Our sole discretion. Ownership of this Service and Your Account Information, and all intellectual property rights therein shall remain at all times with Us and Our licensors. We expressly reserve all rights not granted to You herein. You may not remove any proprietary notices from Your Account Information. Any other use of this Service and Your Account Information by any person, business, corporation, government organization, or any other entity other than the uses permitted under these Terms is strictly forbidden.

5. You acknowledge that this Service and Your Account Information contain Our proprietary trade secrets and patents and You hereby agree to maintain the confidentiality of this Service and Your Account Information using at least as great a degree of care as You use to maintain the confidentiality of your own ePHI. You agree to communicate these Terms to all persons who will have access to Your Password and Your Account Information, and to require such persons to be bound by similar confidentiality obligations.

6. THE DR. ROUNDS CLOUD SERVICES, THIS SITE AND YOUR ACCOUNT INFORMATION, AGENT INFORMATION AND SUPPLIER INFORMATION ARE PROVIDED FOR YOUR CONVENIENCE ONLY. WE AND OUR AGENTS AND SUBCONTRACTORS PROVIDE THIS SITE AND THE DR. ROUNDS CLOUD SERVICES ‘AS IS’ AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THIS SITE OR THE DR. ROUNDS CLOUD SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE DR. ROUNDS CLOUD SERVICES, THIS SITE OR YOUR ACCOUNT WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE DR. ROUNDS CLOUD SERVICES, THIS SITE, OR YOUR ACCOUNT WILL BE CORRECTED. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS SITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA AND OUTPUT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE. Some states do not allow the disclaimer of implied warranties. So, the foregoing disclaimer may not apply to You. This warranty gives You specific legal rights and You may have other legal rights that vary from state to state.

7. IN ADDITION TO THE LIMITATION OF LIABILITY, LIMITED WARRANTY, NO LIABILITY, LIMITED LIABILITY AND HOLD HARMLESS CLAUSES CONTAINED IN THE CONTRACT, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS, AND ANY THIRD PARTY INFORMATION PROVIDERS TO THIS SERVICE AGAINST ANY AND ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RELATION TO, ARISING FROM, OR FOR THE PURPOSE OF AVOIDING, ANY CLAIM OR DEMAND FROM A THIRD PARTY THAT YOUR OR ANY OTHER USERS USE OF THIS SERVICE VIOLATES THESE TERMS, ANY APPLICABLE LAW OR REGULATION, OR THE RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL WE, OUR SUPPLIERS OR LICENSORS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, MISUSE OF YOUR PASSWORD OR YOUR ACCOUNT INFORMATION BY ANY THIRD PARTY, OR LOSS OF YOUR INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DR. ROUNDS CLOUD SERVICES, THIS SITE OR YOUR ACCOUNT INFORMATION OR FOR ANY CHANGES YOU MAKE TO YOUR ACCOUNT INFORMATION OR ANY CLAIM BY ANY OTHER PARTY, EVEN IF WE OR OUR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. The trademarks, trade names, logos, service marks, trade dress and products (collectively the "Trademarks") displayed within this Service are Our registered and unregistered Trademarks and the registered and unregistered Trademarks of others. The Trademarks displayed within this Service are protected in the United States and internationally. Nothing contained within this Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed within this Service without Our written permission or the written permission of the third party that owns such Trademark. Your use of the Trademarks displayed within this Service, or any other content on this Site, except as provided in these Terms, is strictly prohibited. You are also advised that We will aggressively enforce Our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. The materials within this Service are protected by copyright and trademark laws of the United States and other countries and are owned by, or licensed to Us. All content within this Service is owned or controlled by Us. You may download content only for Your personal use for non-commercial purposes but no modification or further reproduction of the content is permitted. The contents within this Service, including any images, text, executable code, and layout design may not be distributed, reproduced, publicly displayed, downloaded, modified, reused, re-posted, or otherwise used except as provided herein without the express prior written permission of Our Legal Department.

COPYRIGHT © 2012-2017 DR. ROUNDS LLC. ALL RIGHTS RESERVED.

Copyright in the pages of this Service and in the screens displaying the pages, and in the material contained therein and in their arrangement, is owned by Us and/or Our affiliates, unless otherwise indicated. In addition, the materials contained on this Service may be Our proprietary, patent and/or trade secret information and may not be copied, compiled, or distributed without Our prior written consent. Our names and Our logos are registered Trademarks of Dr. Rounds LLC, and are used under license. All other Trademarks are the property of their respective owners.

9. Your license to use this Service will immediately and automatically terminate without notice if You fail to comply with any of these Terms or any other Services Agreement, or if Your Account is terminated or for any other reason at Our sole discretion. Upon such termination, Your Password will no longer be valid and You shall no longer have the right to use or access the Dr. Rounds Cloud Services, this Site, or Your Account Information. All provisions relating to confidentiality, ownership rights, indemnity, limitation of liability, hold harmless and non-disclosure shall survive the termination of these Terms.

10. These Terms shall be construed, interpreted and governed by the laws of the State of Florida without regard to the conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to these Terms shall be brought in an appropriate federal or state court sitting in the State of Florida. These Terms, in conjunction with Your obligations under each other Services Agreement, shall constitute the entire Agreement between the parties hereto. If a court of competent jurisdiction finds any part of these Terms invalid or unenforceable, the remainder of these Terms shall be interpreted so as to reasonably enforce the intention of the parties.

11. Florida users are entitled to the following specific consumer rights notice: the Compliant Assistance Unit of the Division of Consumer Services of the Florida Department of Agriculture and Consumer Services may be contacted via website www.800helpfla.com or by telephone at (800) 435-7352.

12. For any questions concerning these Terms or this Site, please contact Us at Dr. Rounds LLC, PO Box 5236, Lighthouse Point, Florida, 33074, Attn: Customer Service, Tel: (702) 720-5020.

13. U.S. Government Rights: This product includes CPT® which is commercial technical data and/or computer databases and/or commercial software and or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, AMA Plaza, 330 N. Wabash Ave., Suite 39300, Chicago, IL 60611-5885. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a)(June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.