PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE
BY USING THE SERVICE OR CLICKING “AGREE,” “JOIN NOW,” “SIGN UP,” OR SIMILAR, CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF.
These terms of service are between VitalTrax, LLC, a Pennsylvania corporation (VitalTrax), and the user or customer agreeing to these terms (Customer).
THE SERVICE AND SERVICE CONTENT
These terms of service provide Customer access to and usage of an internet based website and service (Service) and information and data through the Service (Service Content). The Service Content may be PatientWing data or information, government records/public information, or a third party’s data or information, including other PatientWing customers’ information. This Service is separate and distinct from and not affiliated with the government web site, clinicaltrials.gov, though some of the Service Content is sourced from this government website.
Customer Responsibilities.
Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify PatientWing promptly of any such unauthorized access; and (iv) may use the Service and Service content only in accordance with applicable law, and otherwise must comply with all applicable laws.
Customer Owned Data.
All data uploaded by Customer remains the property of Customer, as between PatientWing and Customer (Customer Data). Customer grants PatientWing a worldwide, transferable, and sublicensable right to use, copy, modify, distribute, process and publish the Customer Data for any purpose. This license grants survives termination or expiration of these terms of service. For further information on PatientWing's use of Customer Data, please see PatientWing's privacy policy.
CONTENT DISCLAIMER. CUSTOMER UNDERSTANDS THAT THE SERVICE CONTENT IS GENERALLY NOT REVIEWED BY PatientWing AND IT MAY BE INACCURATE, INCOMPLETE OR HARMFUL. PatientWing IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS CONTAINED IN THE SERVICE OR SERVICE CONTENT. ALL THIRD PARTY PRODUCT OR SERVICE INFORMATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND CONSTITUTES NEITHER AN ENDORSEMENT NOR A RECOMMENDATION BY PatientWing. PatientWing HAS NO RESPONSIBILITY FOR ANY SUCH THIRD PARTY PRODUCT OR SERVICE. ALL PatientWing AND THIRD-PARTY SERVICE CONTENT IS PROVIDED ON AN “AS-IS” BASIS. CUSTOMER AGREES THAT PatientWing HAS NO OBLIGATION TO STORE, MAINTAIN OR PROVIDE CUSTOMER A COPY OF ANY SERVICE CONTENT OR CUSTOMER DATA, EXCEPT AS REQUIRED BY LAW AND AS NOTED IN THE PatientWing PRIVACY POLICY.
MEDICAL ADVICE DISCLAIMER. NOTHING IN THE SERVICE CONSTITUTES ACTUAL MEDICAL OR OTHER PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY PatientWing, OR ANY CONTENT PROVIDER. IF MEDICAL OR OTHER PROFESSIONAL ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT MEDICAL PROFESSIONAL SHOULD BE SOUGHT. CUSTOMER ASSUMES ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS, ADVICE, CONCLUSIONS, OR RECOMMENDATIONS MADE OR GIVEN AS A RESULT OF THE USE OF THE SERVICE AND SERVICE CONTENT, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON CONTENT.
DISCLAIMER OF WARRANTIES. PatientWing DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH REGARD TO THE SERVICE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE AND USE MAY BE INTERRUPTED.
Access to Services
PatientWing does not provide Customer with the equipment to access the Services. Customer is responsible for all fees charged by third parties related to Customer access and use of the Services (e.g., charges by Internet service providers). PatientWing reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Service or Service Content without notice. PatientWing will not be liable to Customer or to any third party for any modification, suspension, or discontinuance of all or any portion of the Service or Service Content. PatientWing also reserves the right, in PatientWing's sole discretion, to reject, refuse to post, or remove any material that Customer posts or submits for posting, and to restrict, suspend, or terminate Customer’s access to the Service and Service Content at any time, for any or no reason, with or without prior notice, and without liability.
Links to Third-Party Sites
The Service may contain links to third-party sites. Access to any website linked to the Service is not the responsibility of PatientWing and PatientWing is not responsible for the accuracy, or reliability of any content on such websites. Further, the presence of a link to a third-party site does not mean that PatientWing endorses that site, its products, or views expressed therein. PatientWing provides these links merely for convenience and the presence of such third-party links are not an endorsement or recommendation by PatientWing.
Reservation of Rights
The software, workflow processes, user interface, designs and other technologies provided by PatientWing as part of the Service are the proprietary property of PatientWing and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with PatientWing. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. PatientWing reserves all rights unless expressly granted in this agreement.
Restrictions
Customer must comply with all applicable laws when using the Service and Service Content. Customer will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Service; (ii) store, copy, modify, distribute, or resell any Service Content or compile or collect any Service Content as part of a database or other work; (iii) use any automated tool (e.g., robots, spiders) or engage in “framing” or “mirroring” to access, use, or compete with the Service, or to store, copy, modify, distribute, or resell any Service Content; (iv) monitor the Service’s availability, performance or functionality for any competitive purpose; (v) use the Service or Service Content for any unlawful, illegitimate, or unintended purposes; (vi) circumvent or disable any digital rights management, usage rules, or other security features of the Service; (vii) use the Service in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Service; (viii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Service or any Service Content; (ix) post any inaccurate, defamatory, obscene, hateful, threatening or otherwise inappropriate content; or (x) misrepresent Customer’s identity or create a false identity.
Feedback
If Customer provides feedback or suggestions about the Service or Service Content, then PatientWing (and those it allows to use its technology) may use such information without obligation to Customer.
LIMIT OF LIABILITY. IN NO EVENT SHALL PatientWing BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO TORT, CONTRACT, OR OTHERWISE) FOR ANY USE OF THE SERVICE OR SERVICE CONTENT OR ANY HYPERLINKED WEBSITE OR SERVICE INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, LOSS OF REVENUE OR LOSS OF USE, COST OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE ANY PatientWing WEBSITE OR THE SERVICE. THIS INCLUDES DAMAGES ARISING FROM USE OF OR IN RELIANCE ON THE SERVICE CONTENT OR OTHER DOCUMENTS OR INFORMATION PRESENT IN THE SERVICE (INCLUDING ANY INFORMATION POSTED OR PLACED BY ANYONE OTHER THAN PatientWing), EVEN IF PatientWing HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CAP ON PatientWing's LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE IS LIMITED TO $100.
Customer Indemnity
To the extent allowed by law, if any third-party brings a claim against PatientWing related to Customer Data or Customer acts or omissions within the Service, Customer must defend, indemnify and hold PatientWing harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
Governing Law and Jurisdiction
• Customers In the US. For Customers located in the United States, these terms of service are governed by the laws of the Commonwealth of Pennsylvania (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of these terms of service. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Philadelphia County, Pennsylvania, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
• Customers Located Outside the US. For Customers located outside the United States, these terms of service are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles. Any dispute between Customer and PatientWing arising out of or related to these terms of service must be exclusively determined by binding arbitration in Philadelphia County, Pennsylvania under the then current international rules of the American Arbitration Association. Nothing in this agreement prevents either party from seeking injunctive relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party.
No Waiver
Failure by PatientWing to enforce any right or provision of these terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by PatientWing in writing. In the event that a court of competent jurisdiction finds any provision of these terms of service to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
Survival of Terms and Entire Agreement
The terms and conditions which by their nature are intended to survive termination of these terms shall survive, including Customer Owned Data, Restrictions, Disclaimer of Warranties, Feedback, Customer Indemnity, and Limitation of Liability. These terms of service constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in these terms of service. No representation, promise or inducement not included in these terms of service is binding.
