Last Revised: September 27, 2016
A. Ownership and Purpose of the Site:
The eClinicalWorks Customer Portal website and online interface (the "Site") is owned and developed by eClinicalWorks, LLC, a Massachusetts limited liability company ("eClinicalWorks"). The Site's purpose is to provide customers who use eClinicalWorks's electronic health records software or web-based applications with access to product updates, reference materials, technical support, and other associated functionality.
B. Terms and Conditions of Your Use of the Site:
2. Content and Intellectual Property Information:
a. eClinicalWorks®, eClinicalWorks P2P®, eClinicalWeb®, eClinicalMessenger®, eClinicalMobile®, eBO®, Electronic Health eXchange®, eEHX® and Improving Healthcare Together® are among the federally registered service marks of or otherwise owned by eClinicalWorks. EClinicalWorks (or its affiliates) also own the common law rights in these marks and in the marks Employer Portal™, Join The Network™, Healow™, Healow@work™, P2POpen™, eClinicalWorks Scribe™, eClinicalCare™, eClinicalTouch™, eClinicalWorks Care Coordination Portal™, eClinicalWorks Care Coordination Medical Record™, eClinicalWorks Community Analytics™, iClinicalPad™, 100 Million Patients™, and the stylized eClinicalWorks™ hexagon mark. These marks may not be used without prior written permission from eClinicalWorks. Any third party trademark(s) that may appear on our Site are the property of their respective owner(s).
b. The Site's proprietary contents include, without limitation, the animations, applets, audio, data, design, graphics, illustrations, images, information, marks, music, photographs, text, video, and any other files displayed, used, and/or available on the Site, but exclude any Patient Data (as defined below) transmitted through or stored by the Site or eClinicalWorks, (collectively, the "Content") as well as the arrangement, coordination, design, expression, look and feel, selection, and structure of such Content. The Site's Content is owned, controlled, or licensed by or to eClinicalWorks, and is protected by copyright, patent, trademark, and other intellectual property rights and unfair competition laws. eClinicalWorks reserves all rights, title, and interests in the Content and this Site.
a. Through Your use of the Site, You may receive copies of or access to certain written technical support or explanatory documents regarding eClinicalWorks's software; eClinicalWorks's services; and/or eClinicalWorks's internal policies and procedures (collectively, "Documentation"). You acknowledge and agree that all such Documentation is and will remain the sole property of eClinicalWorks and that eClinicalWorks shall retain all intellectual property rights in all Documentation, including but not limited to patents, copyrights, or trademarks, whether federally registered, existing at common law, or otherwise.
c. You further agree that if You cease use of either eClinicalWorks's software or the Site, You will promptly return all Documentation and all copies of Documentation to eClinicalWorks or, if such return is not feasible, destroy all Documentation and all copies of Documentation. You agree to certify Your compliance with this Documentation provision in writing within seven (7) days of any request from eClinicalWorks.
4. Digital Millennium Copyright Notice and Other Reports of Infringement:
a. eClinicalWorks respects the intellectual property of others, and we ask You to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, please let us know.
b. Pursuant to 17 U.S.C. 512(c) ("Digital Millennium Copyright Act of 1998"), You may contact eClinicalWorks to report the infringement of any intellectual property right through eClinicalWorks's designated agent:
2 Technology Drive
Westborough, Massachusetts 01581
United States of America
5. Access and Use of Site:
a. The Site may be used only by organizations, practices, or providers who have an existing contractual relationship with eClinicalWorks. This Site is not for general public or consumer access and such use of the Site by the general public or consumers generally is explicitly forbidden. eClinicalWorks will provide You or Your organization with user credentials and password information for accessing the Site. If Your user credentials and password meet the acceptable security guidelines of the Site, these may be used to access and use the Content and functionality on the Site. If they are not acceptable, You may be prompted to create new login credentials and/or a new password. You are solely responsible for maintaining the strict confidentiality of the user credentials and password You are currently using for accessing the Site. YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT MAY BE INCURRED OR SUFFERED AS A RESULT OF YOUR FAILURE TO MAINTAIN THE STRICT CONFIDENTIALITY OF YOUR USER CREDENTIALS AND PASSWORD. YOU SHOULD IMMEDIATELY INFORM ECLINICALWORKS IN WRITING OF ANY NEED TO DEACTIVATE YOUR ACCOUNT DUE TO POTENTIAL OR ACTUAL SECURITY CONCERNS. ECLINICALWORKS WILL NOT BE LIABLE FOR ANY HARM RELATED TO THE MISAPPROPRIATION OF YOUR USER CREDENTIALS AND PASSWORD; YOUR WILLING DISCLOSURE OF SUCH ITEMS TO ANOTHER PERSON; OR YOUR AUTHORIZATION TO ALLOW ANOTHER PERSON OR ENTITY TO ACCESS AND USE THE SITE UNDER YOUR LOGIN CREDENTIALS.
b. eClinicalWorks makes no representations or warranties related to the operability or availability of the Site. eClinicalWorks will use the means it believes are reasonable, in its sole discretion, to provide access to the Site on a basis that it deems appropriate. BY USING THE SITE OR ACCESSING THE SITE'S CONTENT, YOU EXPRESSLY AGREE THAT ECLINICALWORKS SHALL NOT BE LIABLE FOR ANY FAILURE OR DEFICIENCY IN THE PERFORMANCE OF THE SITE FOR ANY REASON.
c. By using the Site or accessing the Site's Content, You expressly agree and acknowledge that data conversion and transmission is subject to the likelihood of human and machine errors, omissions, delays, and losses-including inadvertent loss of data or damage to media-that may give rise to loss or damage. You further agree that eClinicalWorks shall not be liable for any such errors, omissions, delays, or losses. You understand and agree that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to computer systems, networks, and any and all information stored therein. While eClinicalWorks strives to maintain the security of the Site and the Site's Content, all information transmitted and received through the Internet is subject to unauthorized interception, diversion, corruption, loss, access, and disclosure. eClinicalWorks shall not be responsible for any adverse consequences whatsoever of Your connection to or use of the Internet, and shall not be responsible for any use by You of an Internet connection in violation of any law, rule, or regulation, or any violation of the intellectual property rights of another.
6. Medical Disclaimers:
a. By using this Site or accessing any Content, You acknowledge and agree that eClinicalWorks does not and cannot practice medicine. Any Content available on the Site is for informational and educational purposes only and is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Neither the Content nor any other service offered by or through the Site is intended to be substituted for medical diagnosis or treatment. eClinicalWorks does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses, or other information that may be mentioned on the Site.
b. Your reliance upon any information obtained or used by You is solely at Your own risk. eClinicalWorks is not responsible for the accuracy of any information or content provided or sent by You or other users of the Site. You are responsible for verifying the accuracy of any information You send or receive through the Site, including any patient health information, data, or records. If You are experiencing a health emergency, You should immediately call 911 as soon as possible.
7. Compliance with Laws; Transmission of Data:
8. Prohibited Conduct:
a. eClinicalWorks uses information that we collect from users of the Site to personalize and improve Your visit and experience with the Site and for other purposes set out below. eClinicalWorks gathers the following types of information:
b. We collect "Personal Information" that is provided by the users of the Site. "Personal Information" includes any individually identifiable information You have provided in connection with Your use of the Site. Personal Information is collected when You establish an account with us, or when You communicate with us about the Site. This may include PHI as defined under the Privacy Laws.
d. eClinicalWorks uses the information we collect in an effort to develop and improve Your experience on the Site; to provide services to You; and to communicate with You about information that You request. We may also use this information to help us target specific offers and advertising to You.
g. The Site employs Secure Socket Layer ("SSL") encryption technology in all areas of the Site which require You to provide Your Personal Information, as well as in the transmission and uploading of any PHI to and through the Site. The Site utilizes industry-standard firewalls and SSL transport to encrypt any electronic transfer of PHI.
10. Communications with Users; Links To Third Parties:
a. The Site may contain links to the websites of eClinicalWorks partners, Your employer, or unrelated third party companies ("Linked Sites"). These links are provided for Your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links.
c. YOU AGREE THAT ECLINICALWORKS SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES THAT MAY RESULT FROM YOUR VISIT TO A LINKED SITE, OR FROM A YOUR USE OF THE CONTENTS, PRODUCTS, OR SERVICES OF THESE WEBSITES OR THEIR OWNERS OR OPERATORS. YOU FURTHER AGREE THAT ECLINICALWORKS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE CONTENT OR CONDUCT OF, ASSOCIATED WITH, OR RELATED TO ANY LINKED SITE, AND, ACCORDINGLY, YOUR ACCESS AND USE OF ANY LINKED SITE SHALL BE SOLELY AT YOUR OWN RISK.
11. Your Representations, Warranties, and Indemnification of eClinicalWorks:
12. DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS:
b. DISCLAIMER OF WARRANTIES: THE SITE, ITS CONTENT AND ANY INFORMATION INCLUDED ON OR PROVIDED THROUGH THE SITE IS PRESENTED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ECLINICALWORKS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF NEGLIGENCE, NON-INFRINGEMENT, WORKMANLIKE EFFORT OR QUALITY, OR ANY WARRANTIES OF TITLE. WITHOUT LIMITING THE FOREGOING PROVISIONS: (1) YOU ASSUME SOLE RESPONSIBILITY FOR THE USE OF, AND RESULTS OBTAINED FROM THE SITE AND/OR ITS CONTENT; (2) ECLINICALWORKS MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE AND/OR ITS CONTENT OR ITS USE WILL BE ERROR FREE, SECURE, VIRUS FREE, OR FREE FROM INTERRUPTIONS, DEFECTS, OR OTHER FAILURES OR HARMFUL COMPONENTS OR THAT THE SITE AND/OR ITS CONTENT WILL SATISFY YOUR SPECIFIC REQUIREMENTS OR BE COMPATIBLE WITH YOUR EQUIPMENT OR OTHER HARDWARE, SOFTWARE, OR BROWSER CONFIGURATION OR THAT INACCURACIES OR ERRORS WILL BE CORRECTED; (3) ECLINICALWORKS MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION OBTAINED FROM THIRD PARTY SOURCES USED ON OR WITH THE SITE OR RECEIVED IN CONNECTION WITH CONVERTING OR TRANSMITTING ANY DATA RECEIVED IN DIFFERENT FORMATS IS ACCURATE, TIMELY, RELIABLE, OR ERROR FREE, AND ECLINICALWORKS IS NOT RESPONSIBLE IN ANY WAY FOR THE INFORMATION OBTAINED FROM SUCH SOURCES; (4) ECLINICALWORKS MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION PROVIDED BY USERS TO GAIN ACCESS AND PERMISSION TO USE THE SITE OR OTHER INFORMATION POSTED BY USERS IS ACCURATE, TIMELY, RELIABLE, OR ERROR FREE; (5) ECLINICALWORKS MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SUITABILITY OF ANY PERSONS PARTICIPATING IN THE SITE OR REGARDING THE CHARACTER OR INTEGRITY OF SUCH PERSONS; AND (6) ECLINICALWORKS MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
b. eClinicalWorks may disclose any information it has about You, including Your identity, if it determines that such disclosure is necessary as part of any investigation or complaint regarding Your use of the Site, or to identify, contact, or bring legal action against any person or entity who may be causing injury to or interference with eClinicalWorks's rights or property or any Site user's rights or property. eClinicalWorks reserves the right to disclose any information eClinicalWorks deems necessary to comply with any applicable law, regulation, or governmental rule, and also when it determines that applicable law permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
14. Void Where Prohibited:
a. eClinicalWorks reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service on or associated with the Site to any person or geographic area, whether by reason of the local laws applicable in such geographic area or otherwise. Any offer for any feature, product, or service made on the Site is void where prohibited and eClinicalWorks expressly does not direct any offer for any feature, product, or service made on the Site to any jurisdiction or locality where prohibited.
b. The owner of the Site is based in the United States. eClinicalWorks makes no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. By using the Site, You are agreeing and certifying that You are not downloading, exporting, or re-exporting the software or technology of the Site (i) into (or to a national or resident of) any country to which the United States has embargoed goods or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders. If You access the Site from outside the United States, You do so on Your own initiative and acknowledge that it is Your ultimate responsibility to comply with any and all government export and other applicable national and local laws.
15. Modification or Termination of the Site:
a. eClinicalWorks may, in its sole discretion and without any liability, change, discontinue, make improvements to, modify, or suspend, any aspect or all of the Site, temporarily or permanently, at any time without prior notice.
16. Jurisdiction and Applicable Law: