Terms of Service
Last updated: April 6, 2018
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using any cliexa mobile application or website that links to or incorporates these Terms (the “Service”) operated by Collaborative Network 4 Clinical Excellence, Inc. a Delaware corporation, d/b/a cliexa. (“cliexa”, “us”, “we”, or “our”).
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all users who wish to access or use the Service.
You, your organization, or the organization providing you access to the Service may have entered into a separate license agreement with cliexa that incorporates these Terms by reference (the “Master Software License Agreement”). The provisions of this Agreement and the Master Software License Agreement, if applicable, shall, to the extent possible, be interpreted so as to supplement each other and avoid any conflict between them, but to the extent of any direct conflict, the terms of the Master Software License Agreement shall govern.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
IMPORTANT NOTICE: YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 13, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 13 for more information.
- Your License to Use the Service
The Service and its original content, features, and functionality, and any data, data sets, or databases created or derived by cliexa through the Service, are and will remain the exclusive property of cliexa and its licensors (the “Content”). The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, our trademarks, or trade dress, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
- On the condition that you comply with all your obligations under this Agreement, cliexa grants you a limited, revocable, non-exclusive, non-transferable license to access the Service. Any use of the Service in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Service.
In addition, the right to access and use any Service licensed under the Master Software License Agreement will immediately terminate in the event Master Software License Agreement is terminated or expires.
- Restrictions on Your Use of the Service
You agree that when using the Service, you will not:
- Delete, modify, or attempt to change or alter any of the our Content or notices on the Service;
- Introduce into the Service any virus, rogue program, time bomb, drop dead device, back door, Trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Service, or to otherwise harm other users, our Content, or any third parties, or perform any such actions;
- Use the Service to commit fraud, impersonate another person, or conduct other unlawful activities;
- Access or attempt to access any other person’s account, information, or content without permission;
- Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Service is based;
- Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason;
- Use any of our Content made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
- Publish any content that is obscene, defamatory, threatening, harassing, abusive, slanderous, racially, or ethnically offensive, hateful, or embarrassing to any other person or entity;
- Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Service;
- Connect to or access any cliexa computer system or network without authorization; or
- Use the information in the Service to create or sell a similar service.
We may suspend or terminate, in whole or in part, your access to the Service and the related services if you violate the terms and conditions set forth in this Section.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
- Your Suggestions
We welcome your comments regarding the Service, our Content, and our products. If you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials to us in connection with or related to the Service and our products (including any related technology), whether you send such information or materials to us through the Service or through a separate communication channel, you grant us a non-exclusive, perpetual, royalty-free, irrevocable right to use, disclose, reproduce, modify, license, transfer, and otherwise distribute, and exploit any such information or materials in any manner.
- Links To Other Web Services
Our Service may contain links to third party web sites or services that are not owned or controlled by cliexa.
cliexa has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that cliexa shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless cliexa and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
- Limitation Of Liability
In no event shall CLIEXA, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF CLIEXA, ITS SUPPLIERS, LICENSORS, PARENT, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES, OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD).
- Disclaimer; NO MEDICAL PRACTICE
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Cliexa its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
CLIEXA does not, nor does it intend to, engage in the performance or delivery of medical or health care services. The Services provided by cliexa under these Terms should not, in any case, be deemed or understood as a recommendation, endorsement, guarantee, or warranty of the professional services of any providers who render health care services. The SERVICES ARE not intended as a substitute for professional medical judgment in patient diagnosis or treatment. CLIEXA shall not be responsible for any medical services THAT YOU OR ANY THIRD PARTIES PROVIDE OR RECEIVE.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
- Governing Law
These Terms shall be governed and construed in accordance with the laws of Colorado, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
- Agreement to Arbitrate
All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Service shall be resolved by final and binding arbitration to be held in the English language in Denver, Colorado pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part, of this Agreement is void or voidable.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
We reserve the right, at our sole discretion, to modify or replace these Terms 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 our sole discretion.
By continuing to access or use our Service 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 Service.
- Additional Terms Applicable to iOS Devices
The following terms only apply if you install, access, or use the App on any device that contains the iOS mobile operating system developed by Apple Inc. (“Apple”). If you use the App on an Apple-manufactured device, and if there is any conflict between the terms in this Section and other terms in this Agreement, the terms in this Section will control.
- You acknowledge that this Agreement is concluded solely between the parties, and not with Apple. cliexa, not Apple, is solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the App (the “Usage Rules”), and in the event of any conflict, the Usage Rules shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
- Scope of License. The license granted to you is limited to a non-transferable license to use the App on any Apple-branded products that you own or control as permitted by the Usage Rules.
- Maintenance and Support. You and cliexa acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of cliexa. However, you understand and agree that in accordance with this Agreement, cliexa has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
- Product Claims. You and cliexa acknowledge that as between Apple and cliexa, cliexa, not Apple, is responsible for addressing any claims you may have, as limited by this Agreement, or claims of any third party relating to the App or your possession and/or use of the App, subject to cliexa’s indemnification rights, including, but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
- Intellectual Property Rights. The parties acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringe that third party’s intellectual property rights, cliexa, and not Apple, will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required under this Agreement.
- Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the App.
- Third-Party Beneficiary. The parties acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
- Contact Us
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.