MedPlum Terms of Service

Introduction and Eligibility

Please read these Terms of Service ("Terms") carefully before using the MedPlum Service.

These Terms include MedPlum's Privacy Policy, which is incorporated by reference into these Terms. We have included several annotations in boxes to help explain the legal jargon and emphasize key sections. These annotations are for convenience only and have no legal or contractual effect. This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly. Binding Agreement. These Terms constitute a binding agreement between you and MedPlum and its affiliates and subsidiaries ("MedPlum," "we," "us"). "You" and "users" shall mean all health service providers and their agents who use the MedPlum Service. You accept these Terms by signing up for the MedPlum Service, when you agree to them using our website at www.MedPlum.com, and each time you access the MedPlum Service thereafter. If you do not accept these Terms, you must not use the MedPlum Service. Revisions to Terms. We may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the MedPlum Service after a change to these Terms constitutes your binding acceptance of these Terms. The terms "post" and "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the MedPlum Service. "Health-related information" means all individually identifiable health information, including demographic information and information related to an individual's physical or mental health, the provision of health care to the individual, or the individual's payment for the provision of health care. "Health service provider" means an entity that provides health-related services.

The MedPlum Service

The "MedPlum Service" is defined as any computer or mobile application or software under MedPlum's control, whether partial or otherwise, in connection with providing the services provided by MedPlum. The MedPlum Service provides a platform to store health- related information to make it available to you and your employees. Medical data is archived for 7 years from the time it is posted on MedPlum. MedPlum does not give medical advice.

Medical Advice. MedPlum does not give medical advice. The MedPlum Service may include certain third-party software and services. Your use of such software or services may require that you enter into separate subscription or licensing agreements with third-party vendors and suppliers. You agree to comply with and, upon request, execute such agreements as may be required for the use of such software or services. You may allow employees to use the MedPlum Service on your behalf. You may allow patients to use the MedPlum Service. You are responsible for the use and misuse of the MedPlum Service by the employees and patients you allow to access the MedPlum Service using your account. No Third-Party Access. Except as required by law and described below, you will not permit any third party to have access to the MedPlum Service using your account. You may allow your employees to use the MedPlum Service on your behalf in compliance with these Terms. You may also allow patients to make payment for your services through the MedPlum Service in compliance with these Terms. You are solely responsible for the use of the MedPlum Service by your employees and patients. We have no liability for the consequences to you or your employees or patients from your or their use of the MedPlum Service. Responsibility for Misuse by Other Users. You acknowledge that by allowing employees and patients to access the MedPlum Service with your account, you are responsible for ensuring such employees and patients use the MedPlum Service for the purposes for which they are accessing it. While the MedPlum Service has certain technical safeguards against misuse, you acknowledge it will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of the MedPlum Service by any employee or patient to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law. You represent and warrant that you received any necessary consents from individuals before posting their information in the MedPlum Service. Individuals' Consent for Data Collection and Use. You represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information to the MedPlum Service. Exporting Information from the MedPlum Service. You are solely responsible for any health-related information exported from the MedPlum Service by you or the employees and patients that you allow access from your account. Training and Compliance. You agree to train all employees on the use of the MedPlum Service, HIPAA or health privacy obligations, and the requirements of these Terms and ensure that they comply with such requirements. Compulsory Information Disclosure. You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the MedPlum Service. You will cooperate fully with us in connection with any such demand.

MedPlum's Health-Related Information Practices

MedPlum voluntarily complies with the requirements of the "Privacy Rule" and "Security Rule" as defined by Health Insurance Portability and Accountability Act ("HIPAA") of 1996 and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"). We may use and disclose health-related information to provide our services. We may use de-identified health-related information as permitted by law. Use and Disclosure. We may use and process the health-related information posted to the MedPlum Service for the proper management, provision, and administration of the MedPlum Service and our business, and as required by law. We may also disclose health-related information if required by law or we obtain reasonable assurances from the recipient that such information will be held confidentially and used or further disclosed only as required by law or for the purpose for which we disclosed it. You agree that MedPlum may use and share de- identified health-related information to the fullest extent permitted by law. Data Transfers at Your Request. We do not transfer health-related information to third parties, other than our vendors, suppliers and as required to process patient billing. We may transfer health-related information to third parties, including health plans, health-care clearinghouse, and others. You authorize us to make such transfers upon the request of you and the users who are acting under your account. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and disclose the information. We will use appropriate administrative, physical, and technical safeguards to prevent use or disclosure of health-related information other than as provided for by these Terms. Appropriate Safeguards. We will use appropriate safeguards to prevent the use or disclosure of health-related information other than as provided for by these Terms, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information. Security Incident. We will report to you any discovered use or disclosure of health- related information not provided for by these Terms, or when we determine that unauthorized access to health-related information has occurred. Our Agents. We will ensure that any of our agents, suppliers, and vendors to whom we provide health-related information for purposes of assisting us in providing the MedPlum Service, agrees to the same restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable and appropriate safeguards. Access, Amendment, and Accountings. We will facilitate your requirements under the Privacy Rule to give patients access and the ability to amend health-related information you posted to the MedPlum Service. We may also facilitate an accounting of disclosures as required by the Privacy Rule. Department of Health and Human Services ("HHS") Audits. We will give HHS access to our internal practices, books, and records related to the use and disclosure of health- related information for the purposes of determining your compliance with the Privacy Rule. The MedPlum Service retains the information you post to it for compliance and regulatory purposes and will cooperate with you regarding requests to delete information. We will provide you copies of health-related information in electronic form if you decide to terminate your use of the MedPlum Service. Termination of these Terms. At the termination of these Terms we will provide you with a copy of health-related information in an electronic form that is accessible through commercially available hardware and software. If feasible, we will also return or destroy all health-related information you or your employees or patients post to the MedPlum Service. If such return or destruction is not feasible, we will continue to abide by these Terms with respect to such information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. You acknowledge that segregating health-related information for removal from the MedPlum Service may be infeasible. Security Rule. We will comply with the provisions of the HIPAA Security Rule that are made applicable to business associates. We will notify you of the discovery of any breach of health-related information that we store and we will cooperate reasonably with you to investigate and mitigate any such breach. We will provide you with the necessary information to make any legally required notification to individuals.

Account Creation and Secure Credentials

If you create an account on behalf of a health service provider, you agree you have the authority to do so and that you are binding the health service provider. We may take steps to verify you are a health service provider.

Communications

MedPlum may communicate with you by email or by posting notice on the MedPlum Service. You may request that we provide notice of security breaches in writing.

You agree to receive email from us at the email address you provided to us for informational and customer service-related purposes. Electronic Notices. By using the MedPlum Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the MedPlum Service. If we learn of a security system's breach, we may attempt to notify you electronically by posting a notice on the MedPlum Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at support@MedPlum.com.

MedPlum's Content Ownership and Use

MedPlum owns all of the content we create, but you may use it while you use the MedPlum Service. You cannot use our logo without our written permission. The contents of the MedPlum Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other MedPlum content (collectively, "MedPlum Content"). All MedPlum Content and the compilation (meaning the collection, arrangement, and assembly) of all MedPlum Content are the property of MedPlum or its licensors and are protected under copyright, trademark, and other laws. License to You. We authorize you, subject to these Terms, to access and use the MedPlum Service and the MedPlum Content solely for the use of MedPlum's services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the MedPlum Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original MedPlum Content on any copy you make of the MedPlum Content. MedPlum Marks. MedPlum, the MedPlum logo, and other MedPlum logos and product and service names are or may be trademarks of MedPlum (the "MedPlum Marks"). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the MedPlum Marks.

Confidential Information

"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include the data you post to the MedPlum Service, not including health-related information; MedPlum Confidential Information shall include the MedPlum Service, customer feedback, and information relating to the performance, reliability, or stability of the MedPlum Service, operation of the MedPlum Service, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

Intellectual Property Rights and Your License to Use

You, or the people who allow you to use their content, own all of the content you create using the MedPlum Service. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better on the MedPlum Service. It is very important that you have permission to use other people's content or they may be able to sue you for violating their legal rights. MedPlum Claims No Ownership. The MedPlum Service may provide you with the ability to create, post, or share content ("Your User Content"). MedPlum claims no ownership over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the MedPlum Service. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary. MedPlum's Use of Posted Content on the MedPlum Service. By creating, posting, or sharing Your User Content on or through the MedPlum Service, and subject to MedPlum's Privacy Policy, you grant MedPlum a perpetual, world-wide, non-exclusive, non-transferable, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose, including for the purpose of promoting MedPlum and its services. You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. MedPlum reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion. You Acquire No Ownership of Others' Content. You understand and agree that you will not obtain, as a result of your use of the MedPlum Service, any right, title, or interest in or to such content delivered via the MedPlum Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content. You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the MedPlum Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the MedPlum Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the MedPlum Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the MedPlum Service. The MedPlum Service contains content from users and other MedPlum licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the MedPlum Service.

Copyright Policy

Let us know if you think a user has violated your copyright using the MedPlum Service, or if you think someone incorrectly reported that you violated his or her copyright. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the MedPlum Service infringe your copyright, you (or your agent) may send MedPlum a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:

Suggestions and Submissions

Do not send us your ideas for a new business or functionality. If you do, we can use them without compensating you. MedPlum appreciates hearing from its users and welcomes your comments regarding the MedPlum Service. Please be advised, however, that MedPlum does not accept or consider creative ideas, suggestions, inventions, or materials ("creative ideas") other than those which we have specifically requested. While MedPlum values your feedback on our services, please be specific in your comments and do not submit creative ideas. If, despite this request, you send MedPlum creative ideas, MedPlum shall: own, exclusively, all now known or later discovered rights to the creative ideas; not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

XII. User Content Disclaimers, Limitations, and Prohibitions We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users ("User Content"). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk.

Prohibited MedPlum Service Uses

Do not do bad things with the MedPlum Service, try to break it, or steal our work. You agree to use the MedPlum Service only for its intended purpose. You must use the MedPlum Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the MedPlum Service are prohibited. You may not:

Prohibition of Certain User-Provided Information

Please act appropriately when you use the MedPlum Service, and do not try to sell our users anything other than Your User Content.

You are solely responsible for Your User Content on the MedPlum Service. MedPlum does not endorse any, nor are we responsible for, User Content on the MedPlum Service. You assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. The following requirements apply to Your User Content. You may not:

Consequences of Violating These Terms

If you do not act acceptably, we may refuse to provide the MedPlum Service to you. We reserve the right to suspend or terminate your account and prevent access to the MedPlum Service for any reason, at our discretion. We reserve the right to refuse to provide the MedPlum Service to you in the future. You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the MedPlum Service.

MedPlum's Liability

We are not liable for anything our users do when using the MedPlum Service. We may also change the MedPlum Service at any time and are not liable for how this may affect you. We don't guarantee the quality or accuracy of any content you view using the MedPlum Service or other websites. Changes to the MedPlum Service. We may change, suspend, or discontinue any aspect of the MedPlum Service at any time, including hours of operation or availability of the MedPlum Service or any feature, without notice or liability. User Disputes. We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the MedPlum Service, including payment processors and speech-to-text providers. We are also not responsible for disputes or disagreements between you and any patient with or for whom you or the patient have used the MedPlum Service. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release MedPlum of all claims, demands, and damages in disputes among users of the MedPlum Service. You also agree not to involve us in such disputes. Use caution and common sense when using the MedPlum Service. Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the MedPlum Service, including health-related information. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from third-party vendors or suppliers, such as data resulting from the speech-to-text functionality, or the quality or nature of third-party products or services obtained through the MedPlum Service. Use the MedPlum Service at your own risk. We make no promises and disclaim all liability of specific results from the use of the MedPlum Service.

Released Parties Defined. "Released Parties" include MedPlum and our affiliates, officers, employees, agents, partners, and licensors.

DISCLAIMER OF WARRANTIES
You use the MedPlum Service at your own risk. We make no warranties or guarantees. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE MEDPLUM SERVICE IS AT YOUR SOLE RISK, AND THE MEDPLUM SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE MEDPLUM SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE MEDPLUM SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE MEDPLUM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MEDPLUM SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE MEDPLUM SERVICE WILL MEET YOUR EXPECTATIONS, (v) THE MEDPLUM CURRENCY HAS ANY VALUE, AND (vi) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MEDPLUM SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
LIMITATION OF LIABILITY AND INDEMNIFICATION
We are not liable for anything that happens to you that somehow may be connected to your use of the MedPlum Service. If you use the MedPlum Service in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR YOUR PATIENTS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEDPLUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE MEDPLUM SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE MEDPLUM SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE MEDPLUM SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE MEDPLUM SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MEDPLUM SERVICE OR YOUR USE OF MEDPLUM CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100. You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any MedPlum Content or the use of the MedPlum Service, (iii) any activity on the MedPlum Service under your log-in credentials, or (iv) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
General Terms

These Terms constitute the entire agreement between you and MedPlum concerning your use of the MedPlum Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.

Fees and Billing

Arbitration, Class Waiver, and Waiver of Jury Trial: We are located in California, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the MedPlum Service. These Terms and the relationship between you and MedPlum shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and MedPlum agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the MedPlum Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Santa Clara county in the state of California. You covenant not to sue MedPlum in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or this Agreement:

Contact Information: MedPlum Inc., support@medplum.com