This End User Access Agreement (the “EULA”) states the terms and conditions that govern your use of EQIP’s software (“myirlog.com”), cloud based mobile software application and any other applicable software, services, products, and associated documentation provided or made available to You (as defined herein) by EQIP, Inc. (collectively, the “Services”). As used herein, the terms "EQIP", "Us," "We," or "Our" means EQIP, Inc., any agent, independent contractor, designee, or assignee the we may, at our sole discretion, involve in the provision of the Services; "You" or "Your" means an individual who has been granted access to the Services through a user account.
BY CHECKING THE CHECK-BOX AND CLICKING "SIGN UP", YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA DO NOT CHECK THE “I AGREE” BOX AND YOU WILL NOT BE GRANTED ACCESS TO USE THE SERVICES.
The capitalized terms below will have the following meanings when used in this EULA. All other capitalized terms shall have the meaning ascribed to them throughout this document.
1.1 “Documentation” means all printed or electronic material describing or relating to the Services provided by EQIP.
1.2 “Licensee” means an authorized licensee of EQIP Software who provides or otherwise recommends the Services to you.
1.3 “EQIP Software” means the enterprise EQIP for Hospitals software and services licensed to Licensee pursuant to a software as a service or other agreement between Licensee and EQIP. EQIP Software is not deemed part of or included in any reference to “Services”.
1.4 “User Data” means any data or information supplied by you to EQIP or to or through the Services, and any reports, data queries, responses to data queries, or other output generated by the Services using or based on such data or information.
2.1 Subject to the conditions herein, EQIP hereby grants you, and you hereby accept, a nontransferable, nonsublicenseable, nonexclusive, revocable limited license to access and use the EQIP software application (“myirlog.com”), solely to document, record, send, and otherwise communicate patient data to the EQIP Software.
2.2 The Services and this EULA may not be sold, assigned, leased, sublicensed, or otherwise transferred or made available for use by third parties, in whole or in part, by you without EQIP’s prior written consent. You shall not (a) create derivative works based on the Services, (b) copy, frame, mirror or utilize any framing techniques to alter, remove, or enclose any part or content of the Services, including any trademarks or service marks contained therein, (c) reverse engineer, decompile or otherwise attempt to discover the source code of, the Services, (d) access the Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of any Services, (e) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (f) use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (g) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein, or (h) attempt to gain unauthorized access to any Services, the EQIP Software, or their related systems or networks.
2.3 You hereby acknowledge and agree that EQIP and its licensors are the sole owners of all copyright, patent, trademark, trade secret and other proprietary or intellectual property rights in and to the EQIP App, the EQIP Software, and all other Services, including but not limited to the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, screen displays, and report formats associated therewith and trademarks associated or displayed therein. EQIP and its licensors reserve all rights in and to the Services and the EQIP Software not expressly granted to you hereunder. You hereby grant to EQIP a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services and the EQIP Software any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Services or the EQIP Software.
You will be issued a username and password (collectively, “Login”) that will allow you to access the EQIP App. You shall not assign or transfer your Login to any other person or entity without EQIP’s permission. You shall maintain and be responsible for the security of your Login and shall be liable for any access or use occurring through your Login. You must promptly inform EQIP of any apparent breach of security, such as loss, theft or unauthorized disclosure or use of your Login of which you are aware.
4. USER OBLIGATIONS.
4.1 Except as otherwise provided herein, you shall have sole responsibility for acquiring and maintaining your own technology environment, including but not limited to PC’s, laptops, phones, tablets, mobile devices, operating systems, servers, Internet access, local area networks and wide area networks.
4.2 You agree that prior to using any EQIP product, you have obtained the requisite permissions from representatives of both your sponsoring healthcare institution and department administration with regard to the entry of any and all User Data.
4.3 You agree that any and all User Data entered into any EQIP software is accurate to the best of your knowledge and that no Data is intentionally falsified.
4.4 You agree that you are solely responsible for any and all User Data displayed, uploaded, exchanged or transmitted on, through or by the EQIP Software or the Services. Under no circumstances will EQIP, its licensors, suppliers or partners, or any of its or their affiliates, suppliers or resellers be liable in any way for the User Data, including, but not limited to, any errors or omissions in any User Data, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to the User Data.
4.5 You shall not delete, remove, modify, obscure, fail to reproduce or in any way interfere with any proprietary, trade secret, or copyright notice appearing on or incorporated in the Services or the EQIP Software.
5.1 This EULA shall terminate immediately upon the earlier of (a) a breach of this EULA by you, or (b) termination by EQIP for any reason at any time.
5.2 EQIP and its licensors shall have no liability to you, your users, Licensee or any third party for any termination of this Agreement or suspension of access or use of any of the Services.
5.3 Notwithstanding anything to the contrary herein, the provisions of Sections 2, 4, 5, 6, 7, 8, 9, and 10 hereof, as well as any other provisions of this EULA necessary to interpret the respective rights and obligations of the parties hereunder, shall survive the expiration or termination of this EULA.
6. CONFIDENTIAL AND PROPRIETARY INFORMATION.
You agree to hold the Services in confidence, and to protect the confidential nature thereof, and shall not disclose any trade secrets, know how, code, methodologies, software, templates, or information contained, embodied or utilized therein, to anyone other than authorized users of the Services or EQIP Software having a need for such disclosure, and then only to allow use of the Services as authorized herein. Under no circumstances shall you permit any competitors of EQIP to access or use the Services or the EQIP Software. The obligations set forth in this Section 6 shall survive expiration or termination of this Agreement.
7. DISCLAIMER OF WARRANTY.
7.1 THE SERVICES ARE PROVIDED BY EQIP, ITS LICENSORS, SUPPLIERS, AND PARTNERS AND EACH OF ITS AND THEIR AFFILIATES, SUPPLIERS AND RESELLERS, “AS IS” WITHOUT WARRANTY OF ANY KIND, AND EQIP, ITS LICENSORS, SUPPLIERS, AND PARTNERS AND EACH OF ITS AND THEIR AFFILIATES, SUPPLIERS AND RESELLERS HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER EQIP NOR ITS LICENSORS, SUPPLIERS, OR PARTNERS, NOR ANY OF ITS OR THEIR AFFILIATES, SUPPLIERS AND RESELLERS WARRANT THAT: (A) OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE, (B) FUNCTIONS CONTAINED IN THE SERVICES SHALL OPERATE IN COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU, OR (C) THE SERVICES WILL MEET YOUR REQUIREMENTS. ANY WARRANTIES WITH RESPECT TO THE SERVICES OR EQIP SOFTWARE MADE BY LICENSEE SHALL BE BETWEEN YOU AND LICENSEE AND ANY WARRANTY CLAIMS SHALL BE MADE DIRECTLY TO LICENSEE.
7.2 If at any time you are dissatisfied with the Services, or any portion thereof, your sole remedy is to cease using the Services. You acknowledge and agree that EQIP’s licensors have no control over how you interact with EQIP, the Services, the EQIP Software, or any other product or service offered by or through EQIP.
8. LIMITATION OF LIABILITY; DISCLAIMER OF DAMAGES.
8.1 IN NO EVENT WILL EQIP, ITS LICENSORS, SUPPLIERS, OR PARTNERS OR ANY OF ITS OR THEIR AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST OR DAMAGED BUSINESS, REVENUES, DATA OR PROFITS, DELAY IN DELIVERY OF SERVICES, OR OTHER SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER BASED ON CLAIMS FOR BREACH OF CONTRACT, TORT, STRICT OR PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 THE MAXIMUM LIABILITY OF EQIP, ITS LICENSORS, SUPPLIERS, AND PARTNERS AND ANY OF ITS OR THEIR AFFILIATES, SUPPLIERS OR RESELLERS UNDER THIS EULA SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW TO ONE DOLLAR ($1).
8.3 You specifically understand and agree that EQIP, in providing the Services, may serve as a conduit for information provided by third parties and that EQIP may rely on such information and services and products provided to it by third parties. EQIP assumes no responsibility or liability for the accuracy, completeness, propriety, necessity or advisability of the medical or other information which may be provided, directly or indirectly, to you, or of the medical or other services to which such information may relate. You further understand and agree that EQIP shall have no responsibility of any kind to you, your patients, employees, agents, contractors or any other person, firm, corporation or entity, for any (i) diagnosis, treatment, or medical procedures or prescriptions for or with respect to any patient or other provision of health care services, or (ii) other information or services provided by or through any Services or the EQIP Software.
You hereby agree to defend, indemnify and hold EQIP, its licensors, suppliers and partners and its and their respective officers, directors, managers, members, employees, agents, affiliates, suppliers, resellers and subcontractors harmless from and against any losses, liabilities, damages, demands, penalties and expenses (including, without limitation, court costs and attorneys’ fees) arising out of or in connection with (a) access to and use of the Services or the EQIP Software by you and/or any third party, whether or not authorized by you, who accesses the Services or the EQIP Software by means of the Login provided to you, (b) any breach or alleged breach of this EULA or any Law by you, (c) any failure of the User Data to be accurate, complete or error-free, or (d) any claim, demand or action alleging medical malpractice, wrongful death, personal injury, damage to property, errors or misrepresentations in billing or coding, or any other professional, general, statutory or regulatory claim whatsoever, without regard to whether such claim, demand or action is alleged to arise or arising by negligent, intentional or reckless conduct or by action or omission.
This EULA is the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and other such communications, whether written or oral. This EULA may not be assigned by either party without the prior written consent of the other party. This EULA shall only be amended or modified by a written instrument signed by both parties. The relationship between the parties is that of independent contractors. Neither party shall be liable for, or responsible for, nonperformance or delays, which occur due to any causes beyond its reasonable control. Any provisions of this EULA that are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions or affecting the validity or enforceability of such provisions in any other jurisdiction.